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                                                                    EXHIBIT 10.6


                                LEASE AGREEMENT


This Lease Agreement made as of this 1/st/ day of March 2001, by and between
Christopher M. and Margaret S. Salyer  (hereinafter called "Landlord"), and CD
Warehouse, Inc. a Delaware Corporation (hereinafter called "Tenant").

Landlord hereby leases and demises to Tenant, and Tenant hereby takes and hires
from Landlord, upon the terms and conditions set forth herein, the real property
with the street address of 900 North Broadway Avenue otherwise known as Lots One
through Five, Block Ten, Gaults Second Addition to the City of Oklahoma City,
State of Oklahoma (hereinafter called the "Leased Premises"), said Leased
Premises being cross-hatched in red on that certain site plan attached hereto as
Exhibit A and made a part hereof, together with the appurtenances thereof.

In consideration of the foregoing and of the covenants, conditions,
representations and warranties set forth herein in this agreement, Landlord and
Tenant do understand, covenant and agree as  follows:

     1.   Leased Premises. The Leased Premises consist of a three story brick
          ----------------
          masonry building containing approximately 16,988 square feet having an
          historic architectural design to be renovated thereon by Lease
          Commencement (the "Building"), and approximately 14,000 square feet of
          land (the "Land"), available for parking.


     2.   Preparation of Leased Premises. Landlord will provide to Tenant an
          -------------------------------
          allowance equal to $25.00 per foot (excluding Tenant's furniture,
          fixtures and equipment) and shall renovate the Building and other
          improvements on the Leased Premises as shown on Exhibit A
          substantially in conformity with plans and specifications (the
          "Plans"), which Plans Tenant, at its expense, shall cause to be
          completed within sixty (60) days from the Lease Signing Date (as
          herein designated). Upon receipt and approval of the Plans by Landlord
          and Tenant, which approval shall not be unreasonably withheld or
          delayed (and in no event delayed beyond fifteen (15) days from the
          date of receipt of such Plans), Landlord and Tenant shall enter into a
          written amendment to the Lease whereby the Plans shall be incorporated
          herein. Landlord agrees to prepare the Building to be demised to
          Tenant and attendant outside areas, substantially in conformity with
          the Plans.

               If the Leased Premises are not ready for occupancy within nine
          months after Landlord has obtained all necessary governmental
          approvals, permits and licenses, whichever shall last occur, then
          Tenant may either cancel the Lease by giving such notice to Landlord
          and the obligations of the parties thereunder shall thereupon
          terminate, or Tenant may elect to have at the commencement of Tenant's
          occupancy one (1) rent-free day of such occupancy for each day by
          which Landlord is late in delivering the Leased Premises ready for
          occupancy. The words "ready for occupancy" shall mean that the Leased
          Premises are substantially completed in accordance with the Plans, and
          that all tools, scaffolding, surplus building materials, waste,
          debris, and rubbish of every sort in or about the Leased Premises have
          been removed (except those necessary for "punch-list items"),
          certificates of occupancy or their equivalent have been delivered to
          Tenant, and exclusive possession of the Leased Premises is delivered
          to Tenant. Notwithstanding any other provision contained herein, the
          words "ready for occupancy" shall not mean or include Tenant's
          fixturing or other work being conducted by Tenant or its agents or
          contractors or any sign work being conducted by Tenant or its agents
          or contractors. Landlord shall diligently pursue the completion of
          "punch-list items" - those items listed by Tenant in a single notice
          given to Landlord within ten (10) days of the commencement of Tenant's
          occupancy, which items are necessary to fully complete construction
          pursuant to the Plans.

               Prior to completion of the Building and other improvements to be
          made by Landlord, Tenant shall have the right and privilege to
          receive, store, and install its trade fixtures in the Building
          provided, however, that receiving, storing, and installing shall be in
          a manner that will not interfere with Landlord's work. It is expressly
          agreed that such action by Tenant shall constitute acceptance of
          Leased Premises as being ready for occupancy as required herein and
          the Term shall commence, and Landlord shall have no liability for any
          damage to, or loss of, said trade fixtures.

     3.   Term. This Lease shall be effective upon the date of its execution,
          ----
          but its term, rental and other obligations of Tenant, shall commence
          upon the date on which Tenant opens its Building on the Leased
          Premises for business, or thirty (30) days after the Leased Premises
          are ready for occupancy as hereinabove defined, whichever shall occur
          earlier (the "Lease Commencement"), and its term (the "Term") shall
          end on midnight of the fifth (5/th/) anniversary of the last day of
          the month during which the Lease Commencement occurs, unless sooner
          terminated as herein provided or permitted. Landlord and Tenant agree
          to join in a written acknowledgment confirming the date of Lease
          Commencement so established.


Landlord Initials _______________

Tenant Initials _________________

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     4.   Rental. Tenant shall pay to Landlord an annual rent, in the following
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          amounts for each respective "Lease Year", as hereinafter defined, such
          annual rent being due and payable, in advance, in twelve (12) equal
          monthly Installments in the following amounts, on the first day of
          each calendar month:


               Lease Year    Annual Rental  Monthly Installment
               ----------    -------------  -------------------

               1               $186,026.75           $15,502.23
               2               $186,026.75           $15,502.23
               3               $186,026.75           $15,502.23
               4               $186,026.75           $15,502.23
               5               $186,026.75           $15,502.23

For the purpose of this Lease, a "Lease Year" shall he defined as that twelve
month period during a term commencing from the Lease Commencement or an annual
anniversary thereof, as may be applicable; provided, however, that if the Lease
Commencement is a day other than the first day of a calendar month, then the
first Lease Year shall include that period from the Lease Commencement up to the
first day of the next calendar month, and each subsequent Lease Year shall be
the twelve month period beginning on the first day of such calendar month.

In the event that Tenant shall fail to pay a monthly rental installment within
five (5) days of its due date twice in any calendar year, a late charge of five
(5) percent shall be due on all subsequent rental installments not made within
five (5) days of their respective due dates during the next five (5) years of
the Term and/or Renewal Periods (as hereinafter defined).

     5.   Renewals. Provided Tenant shall not then be in default thereunder,
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          Tenant shall have the option to extend the Term for one (1) additional
          consecutive five-year period such period being referred to as a
          "Renewal Period"), upon the same terms and conditions as herein set
          forth, except the rent due shall be as provided hereafter in this
          Paragraph, and unless Tenant shall notify Landlord in writing not less
          than thirty (30) days prior to the expiration of the Term, or of any
          Renewal Period, as may be applicable, of Tenant's intention to renew
          this Lease for the next succeeding Renewal Period, any and all
          succeeding Renewal Periods shall thereupon automatically terminate and
          be of no further force and effect and Tenant shall have no further
          rights to exercise such Renewal Periods. The annual rent for each year
          during the Renewal Period shall be $195,328.09 per year, an increase
          of 5%, and shall be due and payable on the first day of each calendar
          month in monthly installments of $16,277.34. Tenant shall, at the
          expiration or termination of this Lease, leave, surrender and vacate
          the Leased Premises and all improvements located thereon, free of
          Tenant's property, in good order and repair and broom-clean, ordinary
          wear and tear and insured casualty loss, as provided in Paragraph 11,
          excepted. Tenant shall indemnify and hold Landlord harmless against
          all damages to the Leased Premises caused by the removal of any
          furniture, trade fixtures or other personal property from the Leased
          Premises. Should Tenant, with Landlord's written consent, holdover at
          the expiration of this Lease or after any earlier termination provided
          or permitted herein, Tenant shall become a tenant at will and any such
          holding over shall not constitute an extension of this Lease. During
          such holding over, Tenant shall pay rent and other charges monthly at
          the same rental as payable in the immediately preceding month. If
          Tenant holds over after termination of this Lease or after any earlier
          termination provided or permitted herein, without Landlord's written
          consent, Tenant shall pay Landlord as liquidated damages, a sum equal
          to 125% of the rent to be paid by Tenant to Landlord for all the time
          Tenant shall so retain possession of the Leased Premises: provided
          that the exercise of Landlord's rights under this clause shall not be
          interpreted as a grant of permission to Tenant to continue in
          possession.


     6.   Use. Tenant may use the Leased Premises for any lawful use, provided,
          ---
          however, that Tenant shall not substantially alter the principal use
          of the Leased Premises without first obtaining the written consent of
          Landlord, which shall not be unreasonably withheld or delayed.

     7.   Parking.. As consideration for the timely payment of the rents due and
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          owing under this Lease, Landlord shall provide to Tenant as Land, lots
          3,4 and, 5, Block 10 Gaults 2nd Addition to the City of Oklahoma City,
          to be designated as Tenant parking, with no less than 70 spaces
          available to Tenant. The use by Tenant of this parking area shall be
          subject to all other terms and conditions of this Lease.


Landlord Initials _______________

Tenant Initials _________________

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     8.   Maintenance and Repair. Landlord shall throughout the Term and any
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          and all Renewal Periods, at its own cost and expense, put, keep and
          maintain the Building in good and sufficient condition, repair and
          order, including without limitation, both inside and outside,
          structural and non-structural, the roof, all connections with the
          street, telephone, water, electric, gas mains and sewers and all other
          utilities and the HVAC, boilers and machinery. Tenant shall have full
          access to environmental controls within the building, 24 hours a day,
          seven days a week. Should Landlord fail to proceed promptly and with
          all due diligence to make necessary repairs when notified, Tenant may
          undertake to have the repairs made and the amount of any sums
          reasonably paid by Tenant for such purpose shall promptly be paid by
          Landlord to Tenant. Landlord shall also, throughout the Term and any
          and all Renewal Periods, at its own cost and expense, put, keep and
          maintain the yards, parking areas, fences and sidewalks and such other
          fixtures and other improvements on the Leased Premises, excluding any
          and all replacements made by Tenant. Tenant shall throughout the Term
          and any and all Renewal Periods maintain a service contract on the
          elevator to be installed at Landlord's sole expense.

               Tenant shall be solely responsible for and shall promptly pay all
          charges for all utilities and services used by Tenant in the Leased
          Premises. Landlord has the right to enter the Leased Premises,
          including the Building, periodically, at any reasonable time during
          normal business hours to inspect the condition of the Leased Premises.

     9.   Alterations. It is understood that Tenant, in the conduct of its
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          business, may deem it necessary from time to time to make certain
          alterations in the Building in order to accommodate changes in the
          arrangements of its fixtures, display of merchandise and/or equipment,
          decor and methods of operation. In this regard, and subject to
          Landlord's written approval, Tenant shall have the right to remodel
          the Building, as Tenant deems appropriate, including but not limited
          to relocation or removal of interior partitions, relocation or
          extension of interior electrical wiring or fixtures, replacement of
          floor coverings, painting, and other such alterations, additions or
          modifications, provided, however, that:

          (a) Such alterations shall conform to applicable building laws, rules
          and regulations of those governmental authorities having jurisdiction
          hereof;
          (b) Landlord's prior written consent, which shall not be unreasonably
          withheld, shall be obtained by Tenant before Tenant enlarges the size
          of the Building on the Leased Premises or makes any alteration which
          would likely affect the structural integrity of the Building;
          (c) Except as set forth to the contrary in subparagraph 8(b), all such
          work shall be done at Tenant's sole cost and expense in a good and
          workmanlike manner;
          (d) When returned to Landlord, the Leased Premises shall be free of
          any liens arising from such work conducted by Tenant; and
          (e) Tenant agrees to pay promptly when due, the entire costs of
          Tenant's alterations: to use reasonable efforts to obtain from each
          contractor with whom Tenant has contracted for such work, prior to
          paying any amount to such contractor, a statement in writing under
          oath, or verified by affidavit, of the names of all parties furnishing
          materials and labor for such work and the amounts due, or to become
          due, to each and, at the time of payment to use reasonable efforts to
          obtain from each contractor a Waiver of Lien in the amount paid to
          each; to keep the Leased Premises at all times free of liens and
          claims for liens for labor and materials for work undertaken by
          Tenant; and to defend, indemnify and save Landlord harmless from and
          against all injury, loss, claims or damage to any person or property
          occasioned by or growing out of such work. If any claim for a lien
          arises against the Leased Premises by reason of work undertaken by
          Tenant, and such claim is not discharged, bonded or otherwise
          satisfied by Tenant within thirty (30) days after Tenant is made aware
          of such lien(s), Landlord may pay such claim and proceed to obtain the
          discharge and release thereof, and Tenant shall pay Landlord as
          additional Rent the amount paid by Landlord to obtain the discharge
          and release thereof, together with all court costs and all attorneys'
          fees upon demand. Nothing contained in this Lease is intended to, nor
          shall be construed by anyone to, permit the creation of any lien
          against Landlord's interest in the Leased Premises. Tenant shall be
          under no obligation to restore or remove any such changes upon the
          expiration or termination hereof, except to leave such in the same
          condition as required for the remainder of the Leased Premises
          pursuant to Paragraph 5 hereof.

     10.  Fixtures, All fixtures, machinery and equipment, of whatsoever nature,
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          placed or installed in or on the Leased Premises by the Tenant at its
          own expense, shall remain its personal property, and Tenant shall have
          the right to remove the same at any time provided that Tenant defends,
          indemnities and holds Landlord harmless from and against all damages
          to the Leased Premises resulting from such removal.

     11.  Insurance. Landlord shall maintain insurance with respect to the
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          Leased Premises against loss or damage by fire and all other
          casualties covered by the standard extended coverage endorsement to
          the full insurable value of the Building and other real property
          improvements thereon, exclusive of foundations and excavations. Such
          insurance


Landlord Initials _______________

Tenant Initials _________________

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          shall be procured from a responsible and financially sound insurance
          company or companies reasonably satisfactory to Landlord, and, may, in
          whole or part, be carried as part of a blanket policy or policies
          covering also other property insured by Tenant and contain a standard
          form co-insurance clause. Such insurance policy shall name Landlord
          and any holder of a Mortgage (as hereinafter defined) as additional
          insured. In the event of loss under any such policies the insurance
          proceeds shall be held in trust for the reconstruction and repair of
          the Leased Premises in accordance with Paragraph 11 herein.

               Tenant shall, at Tenant's sole cost and expense, maintain
          personal property insurance on its contents, property and belongings
          and hold Landlord harmless from any damage thereto. Tenant shall,
          also, at Tenant's sole cost and expense, maintain general public
          liability insurance against claims for personal injury, death or
          property damage occurring upon, in or about the Leased Premises, such
          insurance to afford protection to the limit of not less than One
          Million Dollars ($1,000,000) for injury or death to any one person and
          to the limit of not less than Three Million Dollars ($3,000,000) for
          injury and/or death to any number of persons in any one accident or
          occurrence and property damage insurance in the amount of Five Hundred
          Thousand Dollars ($500,000.00), and Landlord and any holder of a
          Mortgage shall be named in such liability policy as additional
          insured. Insurance required to be carried by Tenant hereunder may be
          in the form of blanket insurance policies covering similar locations
          insured by Tenant. Such liability insurance shall be procured from a
          responsible and financially sound insurance company or companies
          reasonably satisfactory to Landlord.

               Evidence of all such insurance shall be promptly provided and all
          such policies shall provide that no cancellation shall be effective
          until at least thirty (30) days after receipt by Landlord and by
          Tenant of written notice thereof.


     12.  Destruction. If the Leased Premises or any portion thereof shall be
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          damaged or destroyed by fire or other insurable casualty, Tenant shall
          have available insurance proceeds as set forth in the preceding
          paragraph, and shall (except as provided below) promptly, at its sole
          cost and expense, remove any resulting debris and make such repairs,
          restoration or rebuilding to the extent that is necessary to provide
          the Tenant with equal utility, design and construction to that which
          existed prior to such damage or destruction; and this Lease shall
          remain in full force and effect and rent shall not abate.

               If during the last year of the Term, or the last year of any
          Renewal Period, the Building on the Leased Premises is damaged or
          destroyed to the extent of not less than fifty (50) percent of then
          current replacement cost thereof, either Landlord or Tenant shall have
          the right and option to terminate this Lease by giving the other party
          to this Lease notice of such election within thirty (30) days after
          such damage or destruction shall have taken place, and if such notice
          is given then this Lease shall terminate as of the date Tenant vacates
          the Leased Premises, which date shall be no later than thirty (30)
          days after the giving of such notice: provided, however, that Tenant
          may nullify such notice of termination given by Landlord if an
          additional Renewal Period remains unexercised and Tenant shall
          exercise such option by written notice to Landlord within thirty (30)
          days after receipt of such termination notice from Landlord, in which
          event Landlord's notice of such termination shall be of no force and
          effect, upon the termination of the Lease by either Landlord or Tenant
          in accordance with the provisions of this Paragraph 11, all right,
          title and interest of Tenant in and to any insurance proceeds shall be
          promptly assigned by written instrument to Landlord and any insurance
          proceeds, less and except insurance Proceeds for Tenant's personalty
          or inventory held by Tenant, shall be promptly paid to Landlord.

     13.  Condemnation. It is understood and agreed that if the whole of the
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          Leased Premises shall be taken for any public or quasi-public use
          under any statute, or by right of eminent domain, or by Private
          purchase by any public authority in lieu of the exercise of the right
          of eminent domain or if any part of the Leased Premises so taken and
          the part not so taken is insufficient for the reasonable operation of
          Tenant's business, in the opinion of Tenant which shall not be
          arbitrarily or capriciously determined, then, in either of such
          events, this Lease shall cease and expire on the date when possession
          shall be taken thereunder of the Leased Premises or part thereof and
          all rents, taxes, and other charges shall be prorated and paid to such
          date.

               In the event that only a part of the Leased Premises is so taken
          and the part not so taken shall be sufficient for the reasonable
          operation of the Tenant a business, this Lease shall remain unaffected
          except:

                    (a)  The Tenant shall be entitled to a prorated reduction in
          the rent to be paid hereunder, after the date of such taking, based on
          the proportion which the space so taken bears to the space originally
          demised, provided that consideration shall be given to the respective
          values of the space taken and the space not taken:

                    (b)  The Landlord shall promptly after such taking, and at
          the Landlord's own cost and expense, restore that part of the
          improvements not so taken to as near its former condition as the
          circumstances will permit.

               In case of any such taking, whether of all or any part of the
          Leased Premises, and regardless of whether this Lease survives, the
          entire award shall belong solely to the Landlord, and the Tenant
          hereby assigns such award to the Landlord; provided, however, Landlord
          shall have no interest in any award made to Tenant for loss of
          business or for


Landlord Initials _______________

Tenant Initials _________________

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          the taking of Tenant's fixtures and personal property within the
          Leased Premises paid for by Tenant and for relocation expenses if a
          separate award for such items is available to Tenant. Tenant shall be
          entitled to make claim in its own name to the condemning authority for
          the value of said fixtures and personal property and loss of business.


     14.  Subordination and Non-Disturbance. This Lease and all of the rights of
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          Tenant hereunder are and shall be subject and subordinate to the lien
          of any and all mortgages, deeds to secure debts or other security
          instruments heretofore or hereinafter placed on the Leased Premises or
          any part thereof, except the Tenant's property or trade fixtures, and
          to any and all renewals, modifications, consolidations, replacements,
          extensions, or substitutions of any such instruments (all of which are
          hereinafter termed the "Mortgage" or "Mortgages"), provided, however,
          each or all of such Mortgages hereinafter placed on the Leased
          Premises shall contain a provision, or a separate instrument shall be
          executed by the holder of any Mortgage, to the effect that so long as
          Tenant is not in default under this Lease or any renewal thereof, no
          foreclosure of the lien of said Mortgage or any other proceeding in
          respect thereof shall divest, impair, modify, abrogate, or otherwise
          adversely affect any interest or rights whatsoever of the Tenant under
          said Lease.

               Such subordination shall be automatic, without the execution of
          any further subordination agreement by Tenant. If, however, a written
          subordination agreement, consistent with this provision, is required
          by a holder of a Mortgage, Tenant agrees to execute, acknowledge, and
          deliver the same, and, in the event of failure so to do, Landlord may,
          in addition to any other remedies for breach of covenant hereunder,
          execute, acknowledge, and deliver the same as the agent of Tenant, and
          Tenant hereby irrevocably constitutes Landlord its agent for such
          specific purpose.

     15.  Taxes. Landlord shall pay all real property taxes pertaining to the
          -----
          Leased Premises. All personal property taxes levied or assessed will
          be paid by the Tenant for any and all periods during the Term and the
          Renewal periods, if any, and also its pro rata share of all such taxes
          levied or assessed thereon for any period, part of which is included
          in the Term or any Renewal Period. If by law any such tax may, at the
          option of the taxpayer, be paid in installments (whether or not
          interest may accrue on the unpaid balance of such tax), Tenant may
          exercise the option to pay the same (and any accrued interest on the
          unpaid balance of such tax) in installments over the longest period
          allowed by law.

               Landlord agrees that Tenant shall have the right, at Tenant's
          cost and expense, to contest the legality or validity of any of the
          taxes, which are to be paid by Tenant pursuant to the foregoing
          provisions. Tenant shall nevertheless pay and continue to pay, as the
          same become due and payable, such impositions under protest, and
          Tenant shall be entitled to any and all refund(s) of taxes obtained
          through such contest. Landlord shall, at Tenant's request, execute or
          join in executing documents necessary in connection with any such
          contest, but at no cost or expense to Landlord. Landlord agrees to
          forward to Tenant in timely manner the periodic statement for taxes
          contemplated by this Paragraph, or to join in those formalities
          necessary to insure that such statements are sent directly to Tenant.

     16.  Quiet Enjoyment. Landlord covenants that if Tenant shall timely pay
          ---------------
          the rental and perform all the covenants and provisions of this Lease
          to be performed by Tenant, the Tenant shall peaceably and quietly
          occupy and enjoy the full possession of the Leased Premises during the
          Term and any Renewal Period, if applicable, without molestation or
          hindrance by the Landlord or any person(s) claiming under the
          Landlord.

               At delivery of possession to the Tenant, Landlord will present
          Tenant with a certificate of occupancy or its equivalent from
          appropriate governmental authorities which will permit occupancy and
          use of the Leased Premises by the Tenant for Tenant's business.
          Landlord represents that at delivery of possession of the Leased
          Premises to Tenant, Landlord, to the best of its knowledge, is not
          aware of any lack of compliance with statutes, rules and regulations
          of governmental authorities having jurisdiction with respect to the
          Leased Premises and the Adjoining Property. Landlord's liabilities,
          duties and obligations under the Lease shall be only for the period
          during which it shall be the owner of the Leased Premises.

     17.  (a) Events of Default. Each of the following shall comprise an Event
              -----------------
          of Default hereunder:

                    (1) If default shall be made in the due and punctual payment
          of any rent payable under this Lease when and as the same shall become
          due and payable, and such default shall continue for a period of sixty
          (60) business days following written notice of such default by
          Landlord to Tenant: or

                    (2) If default shall be made by Tenant in the performance of
          or compliance with any of the covenants, agreements, terms, or
          conditions contained in this Lease other than that referred to in the
          foregoing subparagraph (a) (1), and such default shall continue for a
          period of sixty (60) days after written notice thereof from Landlord
          to Tenant, or in the case of a default or a contingency which cannot
          with due diligence be cured within such period of sixty (60)days,
          Tenant fails to proceed promptly and with all due diligence to cure
          the same and thereafter to prosecute the curing of such default with
          all due diligence (it being intended that in connection with a default
          not susceptible of being cured with due diligence within thirty (60)
          days that the time of Tenant within which to cure the same shall be
          extended for such period as may be necessary to complete the same with
          all due diligence): or


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          (3)  If Tenant shall file a voluntary petition in bankruptcy or shall
     be adjudicated a bankrupt or insolvent, or shall file any petition or
     answer seeking any reorganization, arrangement, composition, readjustment,
     liquidation, dissolution, or similar relief under the present or any future
     federal bankruptcy act or any other present or future applicable federal,
     state, or other statute or law, or shall seek or consent to or acquiesce in
     the appointment of any trustee, receiver, or liquidation of Tenant or of
     all or any substantial part of its properties or of the Leased Premises: or

          (4)  If within sixty (60) days after the commencement of any
     proceeding against Tenant seeking any reorganization, arrangement,
     composition, readjustment, liquidation, dissolution, or similar relief
     under the present or any future federal bankruptcy act or any other present
     or future applicable federal, state, or other statute or law, such
     proceeding shall not have been dismissed, or if within sixty (60) days
     after the appointment, without the consent or acquiescence of Tenant, of
     any trustee, receiver, or liquidator of Tenant or of all or any substantial
     part of its properties or of the Leased Premises, such appointment shall
     not have been vacated or stayed on appeal or otherwise, or if within sixty
     (60) days after the expiration of any such stay, such appointment shall not
     have been vacated; or

          (5)  If the Lease Premises shall be abandoned by Tenant during the
     Term or any Renewal Period hereof.

     (b)  Landlord's Remedies Upon the occurrence of any Event of Default,
          -------------------
     Landlord shall have the option to pursue any one or more of the following
     remedies without any notice or demand whatsoever:

          (1)  Terminate this Lease, in which event Tenant shall immediately
     surrender the Leased Premises to Landlord, and if Tenant fails to do so
     Landlord may, without prejudice to any other remedy which he may have for
     possession or arrearages in rent, enter upon and take possession of the
     Leased Premises and expel or remove Tenant and any other person who may be
     occupying said Premises or any part thereof, with or without force, without
     being liable for prosecution or any claim of damages therefor; and Tenant
     agrees to pay to Landlord on demand the amount of all loss and damage which
     Landlord may suffer by reason of such termination, whether through
     inability to relet the Leased Premises on satisfactory terms or otherwise.

          (2)  Enter upon and take possession of the Leased Premises and expel
     or remove Tenant and any other person who may be occupying said Premises or
     any part thereof, with or without force, without being liable for
     prosecution or any claim for damages therefor, and, if Landlord so elects,
     relet the Leased Premises on such terms as Landlord may deem advisable and
     receive the rent therefor; and Tenant agrees to pay to Landlord on demand
     any deficiency that may arise by reason of such reletting.

          (3)  Enter upon the Leased Premises, with or without force, without
     being liable for prosecution or any claim for damages therefor, and do
     whatever Tenant is obligated to do under the terms of this Lease; and
     Tenant agrees to reimburse Landlord on demand for any expenses which
     Landlord may incur in this effecting compliance with Tenant's obligations
     under this Lease, and Tenant further agrees that Landlord shall not be
     liable for any damages, resulting to Tenant from such action.

          (4)  Accelerate to the date of such occurrence the entire balance of
     rentals due during the remainder of the Term and any Renewal period.
     Pursuit of any of the foregoing remedies shall not preclude pursuit of any
     of the other remedies herein provided or any other remedies provided by
     law, nor shall pursuit of any remedy herein provided constitute a
     forfeiture or waiver of any rent due to Landlord hereunder or of any
     damages accruing to Landlord by reason of the violation of any of the
     terms, provisions and covenants herein contained. Forbearance by Landlord
     to enforce one or more of the remedies herein provided upon an Event of
     Default shall not be deemed or construed to constitute a waiver of such
     default. In determining the amount of loss or damage which Landlord may
     suffer by reason of termination of this Lease or the deficiency arising by
     reason of any reletting of the Leased Premises by Landlord as above
     provided, allowance shall be made for the expense of repossession and any
     repairs or remodeling undertaken by Landlord following repossession,

     (c)  Landlord's Default. If any substantial default by Landlord under the
          -------------------
     terms of this Lease shall continue for thirty (30) days after written
     notice thereof from Tenant without Landlord's having commenced to cure said
     default and Landlord's exercising diligent efforts to complete the curing
     of same, Tenant may cure the same for the account of Landlord and the
     amount of any sums reasonably paid by Tenant for such purpose shall
     promptly be paid by Landlord to Tenant. Notwithstanding any provision
     contained in this subparagraph or elsewhere in this Lease, this Lease and
     the obligation of Tenant to pay rent hereunder and perform all other
     covenants and agreements hereunder to be performed on the part of Tenant
     shall in no manner be affected, impaired or excused because Landlord
     defaults in the performance of any of its covenants or agreements
     hereunder.

     (d)  Expenses. If it shall become necessary for either Landlord or Tenant
          ---------
     to employ counsel to enforce any term, covenant or provision of this Lease,
     or to defend any action brought by the other party in connection with this
     Lease or otherwise, or to recover possession of the Leased Premises, then,
     in any such event, the non-prevailing party in such action agrees to pay
     any reasonable attorneys' fees and expenses incurred by the prevailing
     party.


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                                       6
<PAGE>

     18.  Waiver of Subrogation. Landlord and Tenant agree that neither party
          ----------------------
          shall be liable to the other for any loss or damage which is covered
          by insurance required under the terms of this Lease, and hereby
          mutually waive their respective rights of recovery against each other
          for any loss insured by fire, extended coverage and other property
          insurance policies existing for the benefit of the respective parties.

     19   Waiver. No waiver of any condition or covenant of this Lease by either
          ------
          party shall he deemed to imply or constitute a further waiver of the
          same of any other condition or covenant of said Lease.

     20.  Assignment/Sublet. Tenant may not assign this Lease or sublet all or
          ------------------
          any portion of the Leased Premises without first obtaining the prior
          written consent of Landlord, which consent shall not be unreasonably
          withheld or delayed; provided, however, Tenant may assign this Lease
          to any corporation or other entity which is a subsidiary, parent or
          affiliate of Tenant or a franchisee of such subsidiary, parent or
          affiliate of Tenant without Landlord's consent. Landlord's consent
          shall not be deemed to have been unreasonably withheld if the proposed
          assignee or sublessee would materially violate any exclusive use or
          other use provision of any Lease of any other tenant leasing any
          portion of the Adjoining Property, a copy of which conflicting Lease
          will be provided to Tenant. Following any permitted assignment or
          subletting, whether or not the Landlord's consent is required, Tenant
          shall continue to be fully responsible for the payment of rent
          hereunder and for the performance of all other obligations of Tenant
          under this Lease.

     21.  Estoppel Certificate. At any time and from time to time, Tenant
          --------------------
          agrees, within ten (10) days following request in writing from
          Landlord, to execute, acknowledge and deliver to Landlord a statement
          in writing certifying that this Lease is unmodified and in full force
          and effect (or if there have been modifications that the same is in
          full force and effect as modified and stating the modifications), the
          dates to which the rent and other charges have been paid, and any
          other factual data relating to this Lease or the Leased Premises which
          Landlord may reasonably request.

     22.  Delays. Whenever a period of time is provided in this Lease for a
          ------
          party hereto to do or perform any act or things, said party shall not
          be liable or responsible for any delays due to strikes, lockouts,
          casualties, acts of God, war, governmental regulation or control or
          other causes beyond their reasonable control, and the time for
          performance specified herein shall he extended for the amount of time
          the party is so delayed.

     23.  Brokers. Tenant represents that it has had no dealings with any real
          -------
          estate brokers or agents in connection with the negotiation of this
          Lease. Should Tenant decide to engage such a Broker, Tenant shall be
          responsible for any and all commissions, fees or payments due to
          Broker. Tenant hereby indemnifies and holds harmless Landlord from and
          against any and all liability and cost which Landlord may suffer in
          connection with any and all real estate brokers claiming by, through
          or under Tenant, seeking any commission, fee or payment in connection
          with this Lease. Landlord hereby indemnifies and holds harmless Tenant
          from and against any and all liabilities and cost which Tenant may
          suffer in connection with real estate brokers claiming by, through or
          under Landlord, seeking any commission, fee or payment in connection
          with the Lease.

     24.  Prior Agreements. This Lease contains all of the agreements of the
          ----------------
          parties hereto with respect to matters covered or mentioned in this
          Lease, and no prior agreements or understanding pertaining to any such
          matters shall be effective for any purpose. This Lease may be amended
          or added to only by an agreement in writing signed by the parties
          hereto or their respective successors in interest.

     25.  Joint Venture or Partnership. Nothing contained in this Lease shall be
          ----------------------------
          construed to be or create a partnership or joint venture between the
          parties hereto.

     26.  Non-Competition. Landlord covenants and agrees that during the Term
          ---------------
          or any Renewal Period, Landlord shall not cause or permit any
          property, in which Landlord has a direct or indirect interest and
          which is located within 2,500 feet of the Leased Premises, to be used
          for the retail music business as its primary use without the prior
          written consent of Tenant. The rental of video equipment as a primary
          use is specifically excluded from this restriction.

     27.  Signs. It is understood and agreed that Landlord shall, subject to the
          -----
          requirements of the appropriate governmental authorities, permit
          Tenant to erect on the Leased Premises, at Tenant's expense, signs
          reasonably satisfactory to Tenant, in regard to location, size,
          illumination, content and color. It is the responsibility of Tenant to
          investigate the rules and regulations of any and all appropriate
          governmental authorities governing sign size and location and to
          obtain any necessary approval. In no event shall the ability of Tenant
          to obtain approval of a sign by appropriate governmental authorities
          be deemed a condition to this Lease and the failure to obtain same
          shall in no event be a basis


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                                       7
<PAGE>

          for termination hereof. Landlord shall supply connections for
          electrical service to illuminate such signs in accordance with the
          Plans.


     28.  Severability. Any provision of this Lease which shall prove to be
          ------------
          invalid, void or illegal shall in no way affect, impair or invalidate
          any other provision hereof and such other provision shall remain in
          full force and effect.

     29.  Recording. Tenant shall require that upon completion and confirmation
          ---------
          of this Lease that Landlord shall execute a short form memorandum
          hereof which may be recorded.

     30.  Governing Law. This Lease shall be governed by the laws of the state
          -------------
          of Oklahoma.

     31.  Time is of the Essence. Time is of the essence with respect to the
          -----------------------
          performance of every Provision of this Lease.

     32.  Successors and Assigns. The terms, conditions and covenants of this
          -----------------------
          Lease shall be binding upon and shall inure to the benefit of the
          parties hereto, their successors and assigns.

     33.  Notices. All notices and demands required or permitted to be given by
          --------
          either party to the other under this Lease shall be in writing, sent
          certified mail, return receipt requested, postage prepaid, or by
          Federal Express or other reputable overnight courier service, or by
          hand delivery and shall be deemed to have been received upon hand
          delivery, or one (1) business day following deposit with Federal
          Express or other reputable overnight courier service, or four (4) days
          following deposit in the U.S. Mail if sent by certified mail to the
          address shown below or to such other address as either party may
          designate by notice to the other.

                                  To Landlord:
                               Salyer Enterprises
                     Christopher M. and Margaret S. Salyer
                                722 N. Broadway
                            Oklahoma City, OK 73102


                                   To Tenant:
                               CD Warehouse, Inc.
                               1204 Sovereign Row
                            Oklahoma City, OK 73108

     34.  Captions. The paragraph captions are used only as a matter of
          ---------
          convenience and are not to be considered a part of this agreement as
          such.

     36.  Automobile Alley. It is understood and agreed by the parties hereto
          -----------------
          that the City of Oklahoma City has caused an association by the name
          of Automobile Alley to be formed for the purpose of revitalizing
          Broadway Avenue. Such association has been granted tax exempt status
          under Section 501 (C) 3 of the Internal Revenue Code. Such association
          has also been accepted into the "Main Street" program, sponsored by
          the Oklahoma Department of Commerce. Landlord and Tenant desire to
          participate in the efforts of such association. Therefore, Tenant
          agrees to an assessment payable to Automobile Alley in an amount equal
          to $100.00 per month. Landlord agrees to match the contribution made
          by Tenant under this Lease provision.


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<PAGE>

     Exhibit A is attached hereto and made a part hereof.

In WITNESS WHEREOF, the parties hereto have each caused this Lease to be
executed as of the day and year first above written.


LANDLORD:

Christopher M. Salyer

/s/ Christopher M. Salyer
-------------------------


Margaret S. Salyer

/s/ Margaret S. Salyer
----------------------


TENANT:


CD WAREHOUSE, INC.


By: /s/ Doyle Motley
    ----------------

Title: Chief Financial Officer

Attest: /s/ Michael E. Chionopoulos
        ---------------------------

Title: Secretary
(Corporate Seal)


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                                       9
<PAGE>

                                   EXHIBIT B


                        BUILDING AND PARKING REGULATIONS

1.   Entry passages, elevators and stairways may be used for ingress and egress
only.

2.   Tenant shall not permit anything to be thrown out of windows or doors, down
passages or elsewhere in Building, or bring or keep any pets or other animals
therein, or commit or make any indecent of improper act or noise, or do or
permit anything which shall in any way obstruct, injure, annoy or interfere with
other tenants or neighbors or those having business with them, or affect any
insurance rate on Building or violate any provision of any insurance policy on
Building.

3.   Blinds of the quality, type, design and color designated by Landlord shall
be used on all windows. All curtains, shades, screens, and other window
coverings and fixtures must be of a quality, type, design, and color, and
attached in a manner approved by Landlord.

4.   Tenant may not deface the Leased Premises in any way.  Tenant may not drive
nails, insert screws, bore or cut for wires, or change electrical fixtures or
other appurtenances of the Leased Premises.

5.   During the Lease Term, vehicles which are unmoved or abandoned for more
than three (3) days may be removed from the parking area and impounded at their
owners' expense. Tenant shall be responsible for any damage to the parking area
caused by Tenant or its employees, agents, guests, or invitees.

6.   No bicycles or vehicles of any kind shall be brought into or kept in or
about the Leased Premises or the lobby or halls of Building. No cooking shall be
done or permitted by Tenant on the Leased premises without Landlord's express
written permission. Tenant shall not cause or permit any unusual or
objectionable odors to be produced upon or emanate from the Leased Premises.

7.   Canvassing, soliciting and peddling in Building is prohibited.

8.   Tenant shall not place a load on any floor of the Leased Premises exceeding
50 pounds per square foot. Landlord reserves the right to prescribe the weight
and position of all safes and heavy equipment.

9.   Tenant shall not install nor use any air conditioning or heating device
other than as provided by Landlord.

10.  Tenant shall not install nor authorize the installation of any coin-
operated vending machine on the Leased Premises except upon written
authorization by Landlord.

11.  Landlord reserves the right to rescind any of the foregoing regulations and
to make such other and further regulations as in Landlord's judgment are needed
from time to time for the safety, protection, care and cleanliness of Building
and parking area, the operation thereof, the preservation of good order therein,
and the protection and comfort of tenants and their agents, employees and
invitees. Such additional regulations shall be binding on Tenant when written
notice thereof is given to Tenant by Landlord.


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                                      10