Exhibit 10.24

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made effective as of July 1, 2001 (the
"Agreement"), between GUITAR CENTER, INC., a Delaware corporation (the "Company"), and Barry
Soosman (the "Executive").

This
Agreement amends and restates that certain Amended and Restated Employment Agreement, dated as of July 1, 1998, between the Executive and the Company, which agreement amended
and restated that certain Employment Agreement, dated as of June 5, 1996, between the Executive and the Company's predecessor, Guitar Center Management, Inc., as amended by Amendment
No. 1 dated October 15, 1996 and Amendment No. 2 dated as of January 30, 1997 (as so amended, the "Original Agreement"). The
Original Agreement was executed and delivered in connection with the closing of the Stock Purchase Agreement (the "Purchase Agreement") dated
June 5, 1996 (the "Commencement Date") by and among the Company, Chase Venture Capital Associates, L.P., Wells Fargo Small Business Investment
Company, Inc., Weston Presidio Capital II, L.P., and the security holder of the Company.

In
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



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or
such other address as the recipient party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such communication shall deemed to have been
delivered and received (a) when delivered, if personally delivered, sent by telecopier or sent by overnight courier, and (b) on the fifth business day following the date posted, if sent
by mail.



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(Signature
Page Follows)

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IN
WITNESS WHEREOF, the parties hereto have executed this Second Amended and Restated Employment Agreement as of the date first written above.

| |  | GUITAR CENTER, INC.
| |  | -------------------
| |  | By:                
| |  |                    

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EXHIBIT A

TERRITORY

ARIZONA:Phoenix metropolitan area

CALIFORNIA:Los Angeles County metropolitan areas
Orange County metropolitan areas
San Diego County metropolitan areas
San Francisco/Alameda/Contra Costa/Marin/San Mateo
        County metropolitan areas
San Bernardino/Riverside County metropolitan area
Bakersfield metropolitan area
Fresno metropolitan area
Sacramento metropolitan area

COLORADO:Denver metropolitan area

CONNECTICUT:Hartford metropolitan area

DISTRICT OF COLUMBIA:Washington, D.C. metropolitan area

FLORIDA:Miami metropolitan area
Ft. Lauderdale/Hollywood metropolitan area

GEORGIA:Atlanta metropolitan area

IDAHO:Boise metropolitan area

ILLINOIS:Chicago metropolitan area

INDIANA:Indianapolis metropolitan area

LOUISIANA:New Orleans metropolitan area

MARYLAND:Baltimore metropolitan area

MASSACHUSETTS:Boston metropolitan area

MICHIGAN:Detroit metropolitan area

MINNESOTA:Minneapolis/St. Paul metropolitan area

A-1

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MISSOURI:St. Louis metropolitan area

NEVADA:Las Vegas metropolitan area

NEW JERSEY:Camden metropolitan area
Newark metropolitan area

NEW YORK:Buffalo metropolitan area
New York metropolitan area
Rochester metropolitan area

OHIO:Cincinnati metropolitan area
Cleveland metropolitan area

OKLAHOMA:Oklahoma City metropolitan area

OREGON:Portland metropolitan area
Medford metropolitan area
Eugene metropolitan area

PENNSYLVANIA:Philadelphia metropolitan area
Pittsburgh metropolitan area

TENNESSEE:Knoxville metropolitan area

TEXAS:Dallas/Ft. Worth metropolitan area
Houston metropolitan area
Austin metropolitan area

UTAH:Salt Lake City metropolitan area

VIRGINIA:Virginia Beach metropolitan area Washington, D.C. metropolitan area

WASHINGTON:Seattle metropolitan area.

A-2

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