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CDnow and Amazon.Com Announce Relaunch of CDnow.com Site

Customers Benefit From Amazon.com's Free Shipping and Unparalleled Service

NEW YORK and SEATTLE, Dec. 4 /PRNewswire-FirstCall/ -- CDnow and Amazon.com (Nasdaq: AMZN) today announced the relaunch of the cdnow.com Web site on Amazon.com's e-commerce platform. Customers will be able to buy CDs, DVDs and videos through the new CDnow teamed with Amazon.com site at http://www.cdnow.com. Customers will also have access to Amazon.com's low prices -- including free Super Saver Shipping on orders over $25 -- editorial and customer reviews, personalized features and recommendations, 1-Click(R) ordering and other key site features, along with Amazon.com's reliable shipping and delivery and customer service.

Under the terms of the agreement, Amazon.com will provide inventory, fulfillment, site content and customer service. CDnow Preferred Buyer's Club members will continue to have access to the Preferred Buyer's Club area through links on the new http://www.cdnow.com site and via http://www.cdnowpbc.com.

CDNOW remains a part of BeMusic, which is also home to BMG Music Service and BeMusic's other record club businesses. Amazon.com's Web site, including its Music, Video and DVD stores, will continue to operate independently. The services Amazon.com is providing to CDnow will enable both companies to work together to bring about future added benefits to CDnow's millions of customers.

The multiyear agreement between CDNOW and Amazon.com extends the list of alliances Amazon.com has formed with best-of-breed brands such as Toysrus.com, Borders.com and Virginmega.com, demonstrating Amazon.com's ability to customize its platform to meet the needs of other leading companies, with the mutual goal of better serving customers.

BeMusic remains committed to delivering music to customers through various channels, including online and offline retail and club offerings.

About BeMusic

BeMusic is committed to bringing people and music together by helping them to find, explore and purchase music. It joins the strengths of the world's largest music club, BMG Music Service, and one of the leading U.S. online music retailers, CDnow. BeMusic strives to offer consumers selection and value through various online and offline channels.

About CDnow -- Never miss a beat.(TM)

CDnow is one of the most well-known online music brands in the U.S. Offering customers more than 500,000 items, including CDs, videos and DVDs, CDnow consistently ranks within the top five online music retailers. CDnow is part of BeMusic along with the world's largest record club, BMG Music Service.

About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle, opened its virtual doors on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be the world's most customer-centric company, where customers can find and discover anything they might want to buy online at a great price. Amazon.com and sellers list millions of unique new and used items in categories such as apparel and accessories, electronics, computers, kitchenware and housewares, books, music, DVDs, videos, cameras and photo items, toys, baby items and baby registry, software, computer and video games, cell phones and service, tools and hardware, travel services, magazine subscriptions and outdoor living items.

Amazon.com operates five international Web sites: http://www.amazon.co.uk, http://www.amazon.de, http://www.amazon.fr, http://www.amazon.co.jp and http://www.amazon.ca.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ significantly from management's expectations. These forward-looking statements involve risks and uncertainties that include, among others, risks related to potential future losses, significant amount of indebtedness, competition, strategic alliances and business combinations, seasonality, potential fluctuations in operating results and rate of growth, foreign-currency exchange rates, management of potential growth, system interruption, international expansion, consumer trends, fulfillment center optimization, inventory, limited operating history, government regulation and taxation, fraud and Amazon.com Payments, and new business areas. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001, and all subsequent filings.


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