Djangos.com Makes Offer to Buy CD Warehouse

Djangos.com, Inc., a privately held retailer of used and new music and movies through its stores and through the Djangos.com Web site, announced today it has presented a cash offer to the Board of Directors of CD Warehouse (OTC Bulletin Board: CDWI), an operator and franchiser of retail music stores. Djangos has offered a minimum of $1.00 cash per share for the approximately 3.66 million common shares outstanding of CD Warehouse, subject to due diligence and financing. CD Warehouse common stock is currently trading at approximately $0.50 per share. The Djangos offer represents a 100% pemium over the current CD Warehouse stock price.

Djangos wants to leverage its technology in the CD Warehouse company-owned stores and also make it available to the CD Warehouse franchisees. Djangos' proven technology and strategy have increased same-store sales in all of its markets an average of 26% yar to date over calendar year 2000. Most other retailers in the industry have experienced flat to negative same-store sales for the year.

CD Warehouse, Inc. Franchises and operates retail music stores in 36 states, the District of Columbia, England, Thailand, Guatemala, Canada and Venezuela under the names "CD Warehouse," "Disc Go Round," "CD Exchange" and "Music Trader." CD Warehouse stores buy, sell and trade pre-owned CDs, DVDs and games with their customers, as well as sell a full complement of new release CDs.

Djangos is the largest independent re-seller of used music on the Internet and offers more than one million titles of used and new music and movies for sale through its 19 retail stores and Web site (www.djangos.com ). Djangos has stores in California, Washington, Oregon and Illinois that operate under the names "Djangos' Moby Disc," "Djangos' Cellophane Square," "Django Records," and "Djangos' Second Hand Tunes." In addition, the Djangos.com Web site currently sells to over 95 countries worldwide.