Exhibit 10.23

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made effective as of June 6, 2001 (the "Agreement"),
between GUITAR CENTER, INC., a Delaware corporation, and successor in interest to Guitar Center Management Company, Inc. (collectively, the
"Company"), and Larry Thomas (the "Executive").

This
Agreement amends and restates that certain Amended and Restated Employment Agreement, dated as of June 5, 1996 (the "Commencement
Date"), between the Executive and the Company's predecessor, Guitar Center Management, Inc. (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, 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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IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employment Agreement as of the date first written above.

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

A-1

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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

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

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

WASHINGTON:Seattle metropolitan area.

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EXHIBIT B

Policy of the Compensation Committee  of the Board of Directors of  Guitar Center, Inc.

Reimbursement
of expenses incurred by the Chief Executive Officer
or any Co-Chief Executive Officer of Guitar Center, Inc.

Reimbursement
of Business and other Bona Fide Expenses

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This
Policy is adopted by the Compensation Committee (the "Committee") of the Board of Directors of Guitar Center, Inc. (the "Company") to be effective from and after
June 6, 2001 unless and until amended, superceded, revoked or otherwise amended by subsequent action of the Committee or the Company's full Board of Directors. This Policy shall apply to the
Chief Executive Officer of the Company or, for so long as there shall be Co-Chief Executive Officers, to each of them individually.

1.Accountable Plan Expenses.

It
is the intention of Guitar Center, Inc. (the "Company") to maintain an accountable plan as described in Regulation Section 1.62-2(c)(2). Accordingly, subject
to the administrative review provided for in Paragraph 3 and the limitations provided for in Paragraph 4 of this Policy, the Company shall pay or reimburse a Chief Executive Officer for
expenses that are allowable as deductions by Part VI (Sections 161 - 198) of the Internal Revenue Code that are paid or incurred by a Chief Executive Officer in
connection with the performance of services as an employee of the Company. Pursuant to this Paragraph 1, the Company shall pay to or reimburse a Chief Executive Officer for business expenses
involving the Chief Executive Officer that would not otherwise be eligible for reimbursement under the other general expense policies of the Company applicable to a Chief Executive Officer from time
to time (including Section 3(c) of the Amended and Restated Employment Agreements to which each Co-Chief Executive Officer is presently a party), provided the expense is allowable
as a deduction for federal income tax purposes as described above in this paragraph.

2.Nonaccountable Plan Expenses.

In
addition, the Company recognizes that a Chief Executive Officer may incur other bona fide expenses related to the Company's business that are not allowable as deductions by
Part VI (Sections 161 - 198) of the Internal Revenue Code (e.g., country club membership dues and costs, tax
preparation services, financial planning services and similar services and expenses, in each case to be provided by a vendor selected by the Chief Executive Officer). It is the intention of the
Company to maintain a nonaccountable plan as described in Regulation Section 1.62-2(c)(3) with respect to such expenses. Accordingly, subject to the administrative review provided
for in Paragraph 3 and the limitations provided for in Paragraph 4 of this Policy, the Company shall pay or reimburse a Chief Executive Officer for bona fide business expenses that are
not allowable as deductions by Part VI (Sections 161 - 198) of the Internal Revenue Code that are paid or incurred by the Chief Executive Officer in connection with
the performance of services as an employee of the Company. Pursuant to this Paragraph 2 and subject to Paragraph 3 and Paragraph 4, the Company shall also pay to or reimburse the
Chief Executive Officer for travel and entertainment expenses involving the Chief Executive Officer and his spouse that would not otherwise be eligible for reimbursement under the other general
expense policies of the Company applicable to a Chief Executive Officer from time to time (including Section 3(c) of the Amended and Restated Employment Agreements to which each
Co-Chief Executive Officer is presently a party).

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3.Administrative Review.

In
order to obtain payment or reimbursement pursuant to this Policy, the Chief Executive Officer shall present to the Chief Financial Officer reasonable documentary evidence regarding
the expenditure and shall provide any supporting detail reasonably requested by him for the purpose of documenting the actual amount of the expenditure and providing an appropriate basis for the
reporting of the expenditure in the Company's books and records, in its tax returns, and in its public reports to stockholders and regulatory agencies. The classification of the expenditure
(i.e., as being taxable versus deductible/excludible and whether the expense should properly be accounted for under the other
general expense reimbursement policies of the Company applicable to a Chief Executive Officer, Paragraph 1 of this Policy, or Paragraph 2 of this Policy) shall be made by the Chief
Financial Officer. In the event of any dispute regarding such classification, the final determination shall be made by the Chairman of the Committee, unless it is solely a matter of the proper
accounting or tax treatment, in which event the parties shall be bound by the determination of the Company's independent accounting firm that performs the annual audit.

4.Reimbursement Limitation.

In
no event, however, shall (i) the total amounts incurred by the Company pursuant to Paragraph 1 of this Policy, to the extent that such payments are not eligible for
reimbursement under the Company's other general expense policies applicable to a Chief Executive Officer from time to time (including Section 3(c) of the Amended and Restated Employment
Agreement to which each Co-Chief Executive Officer is presently a party), plus (ii) the total amounts incurred by the Company pursuant to Paragraph 2 of this Policy, exceed
$100,000 in any 12-month period for each Co-Chief Executive Officer, with such determination to be made with respect to each 12-month period during the Employment
Period commencing on July 1 and ending on the following June 30, subject to proration for any partial period. In order to avoid any doubt, it is acknowledged that each
Co-Chief Executive Officer is as of the effective date of this Policy provided with a Company automobile pursuant to their respective employment agreements or predecessor provisions, and
those expenses are not included within the $100,000 allowance provided for in this paragraph 4. The first period to which this Policy and this paragraph 4 shall apply will be the twelve
months commencing July 1, 2001 and ending on June 30, 2002.

5.Tax Reporting.

Each
Chief Executive Officer shall be solely responsible for the payment of any federal, state or local income or other taxes (including without limitation withholding taxes), if any,
applicable to any benefit or deemed benefit obtained by such Chief Executive Officer under this Policy and by accepting the benefits of this Policy shall be deemed to have agreed to pay all such taxes
as due.

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