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                                                                   EXHIBIT 10.55

                        SOURCE INTERLINK COMPANIES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                               AS OF MARCH 1, 2005

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                        SOURCE INTERLINK COMPANIES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>    <C>                                                                  <C>
SECTION 1 - ESTABLISHMENT AND PURPOSE OF PLAN                                 4

1.1    Establishment and Duration of Plan                                     4
1.2    Purpose of Plan                                                        4

SECTION 2 - EFFECTIVE DATE                                                    4

SECTION 3 - DEFINITIONS                                                       4

3.1    AATYB                                                                  4

3.2    Annual Base Salary                                                     4

3.3    Change of Control                                                      4
3.4    Committee                                                              5
3.5    Corporation                                                            5
3.6    Disability                                                             5
3.7    Early Retirement Age                                                   5
3.8    Early Retirement Benefit                                               5
3.9    Early Retirement Date                                                  5
3.10   Employment Agreement                                                   5
3.11   Entry Date                                                             5
3.12   Executive                                                              5
3.13   Normal Retirement Age                                                  6
3.14   Normal Retirement Benefit                                              6
3.15   Normal Retirement Date                                                 6
3.16   Participation Agreement                                                6
3.17   Plan                                                                   6
3.18   Resignation                                                            6
3.19   Termination of Employment                                              6
3.20   Termination for Cause                                                  6
3.21   Year                                                                   6
3.22   Year of Service                                                        6

SECTION 4 - PAYMENT OF BENEFITS                                               6

4.1     Normal Retirement Age                                                 6
4.2     Early Retirement Age                                                  6
4.3     Termination Benefit                                                   6
4.4     Resignation Benefit                                                   7
4.5     Disability Benefit                                                    7
4.6     Form of Benefit Payment                                               7
4.7     Retirement Plans Offset                                               7
4.8     Change of Control                                                     7
4.9     Golden Parachute Cap                                                  7
</TABLE>


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<TABLE>
<S>    <C>                                                                  <C>
SECTION 5 - CONDITIONS RELATED TO BENEFITS                                    7

5.1    Withholding; Unemployment Taxes                                        7
5.2    No Other Benefits                                                      7
5.3    Not a Death Benefit Plan                                               7
5.4    Forfeiture of Benefits                                                 8

SECTION 6 - CLAIMS PROCEDURE                                                  8

6.1    Claims Reviewer                                                        8
6.2    Claims Procedure                                                       8

SECTION 7 - ADMINISTRATION                                                    8

7.1    Unsecured Claim, Funding and Non-Assignability                         8
7.2    Administration of Plan                                                 9
7.3    Expense of Administration                                              9
7.4    Rights of Executive                                                    9
7.5    Incompetency                                                           9
7.6    Duties of Executive                                                    9
7.7    Right to Terminate or Amend                                            9

SECTION 8 - MISCELLANEOUS                                                    10

8.1    Gender and Number                                                     10
8.2    Notice                                                                10
8.3    Current Address                                                       10
8.4    Validity                                                              10
8.5    Applicable Law                                                        10
8.6    Arbitration                                                           10
8.7    Successors in Interest                                                11
8.8    No Representation on Tax Matters                                      11
8.9    No Liability                                                          11
8.10   Binding Effect                                                        11

SECTION 9 - EXECUTION                                                        12
</TABLE>


                                        3

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                        SOURCE INTERLINK COMPANIES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

SECTION 1 - ESTABLISHMENT AND PURPOSE OF PLAN

1.1  Establishment and Duration of Plan.  The Board of Directors of Source
     Interlink Companies, Inc., a Missouri corporation, hereby establishes the
     Source Interlink Companies, Inc. Supplemental Executive Retirement Plan,
     effective March 1, 2005. By executing a Participation Agreement, an
     Executive agrees to the terms of the Plan. The Plan shall continue until
     terminated by the Board of Directors.

1.2  Purpose of Plan.  The Supplemental Executive Retirement Plan has been
     adopted by Source Interlink Companies, Inc. to provide Executives with
     benefits upon their retirement, if they are eligible to receive benefits
     under the Plan.

SECTION 2 - EFFECTIVE DATE

The effective date of the Plan is March 1, 2005.

SECTION 3 - DEFINITIONS

3.1  AATYB means the average of the three highest Annual Base Salaries during
     the five (5) year period preceding the Termination of Employment.

3.2  Annual Base Salary means the base hourly rate of compensation payable to
     the Executive as reflected on the payroll records of the Corporation on
     January 31 of each year multiplied by 2,080.

3.3  Change of Control means the occurrence of any of the following events:

          (i) A change in the composition of the Board of Directors occurs, as a
     result of which fewer than one-half (1/2) of the incumbent directors are
     directors who either:

               (A) Had been directors of the Corporation on the "look-back date"
     (as defined below) (hereinafter referred to as the "original directors");
     or

               (B) Were elected, or nominated for election, to the Board of
     Directors with the affirmative votes of at least a majority of the
     aggregate of the original directors who were still in office at the time of
     the election or nomination and the directors whose election or nomination
     was previously so approved (hereinafter referred to as the "continuing
     directors"); or

          (ii) Any "person" (as defined below) who by the acquisition or
     aggregation of securities, is or becomes the "beneficial owner" (as defined
     in Rule 13d-3 under the Securities Exchange Act of 1934, as amended),
     directly or indirectly, of securities of the Corporation representing 50%
     or more of the combined voting power of the Corporation's then outstanding
     securities ordinarily (and apart from rights accruing under special
     circumstances) having the right to vote at elections of directors
     (hereinafter referred to as the "Base Capital Stock"); except that any
     change in the relative beneficial ownership of the Corporation's securities
     by any person resulting solely from a reduction in the aggregate number of
     outstanding shares of Base Capital Stock, and any decrease thereafter in
     such person's ownership of securities, shall be disregarded until such
     person increases in any manner, directly or indirectly, such person's
     beneficial ownership of any securities of the Corporation; or

          (iii) The consummation of a merger or consolidation of the Corporation
     with or into another entity or any other corporate reorganization in which
     the Corporation is not the acquiring entity for accounting


                                        4

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     purposes; or

          (iv) The consummation of a sale, transfer or other disposition of all
     or substantially all of the Corporation's assets.

     For purposes of subsection (i) above, the term "look-back" date shall mean
     the later of (1) the Effective Date of the Plan, or (2) the date 24 months
     prior to the date of the event that may constitute a Change of Control.

     For purposes of subsection (ii) above, the term "person" shall have the
     same meaning as when used in Sections 13(d) and 14(d) of the Securities
     Exchange Act of 1934, as amended, but shall exclude (1) a trustee or other
     fiduciary holding securities under an employee benefit plan maintained by
     the Corporation or a parent or subsidiary and (2) a corporation owned
     directly or indirectly by the shareholders of the Corporation in
     substantially the same proportions as their ownership of the common stock
     of the Corporation.

     Any other provision of this Section 3.3 notwithstanding, no event shall
     constitute a Change of Control if: (A) the sole purpose of the event was to
     change the state of the Corporation's incorporation or to create a holding
     company that will be owned in substantially the same proportions by the
     persons who held the Corporation's securities immediately before such
     transaction; (B) the event was contemplated by that certain Agreement and
     Plan of Merger, dated November 18, 2004, by and among Source Interlink
     Companies, Inc., Alliance Entertainment Corp. and Alligator Acquisition,
     LLC.; or (C) following such event, S. Leslie Flegel is employed by the
     Company or any successor entity with the duties and responsibilities of
     such entity's principal executive officer.

3.4  Committee.  "Committee" means the Compensation Committee of the Board of
     Directors of the Corporation.


3.5  Corporation.  "Corporation" means Source Interlink Companies, Inc., a
     Missouri corporation, or its Subsidiaries and any successor thereto.

3.6  Disability.  "Disability" shall have the meaning as ascribed thereto under
     the Executive's Employment Agreement with the Corporation.

3.7  Early Retirement Age.  "Early Retirement Age" means the attainment of the
     Executive's fifty-fifth (55th) birthday.

3.8  Early Retirement Benefit.  "Early Retirement Benefit" means, with respect
     to each Executive, the amount listed as such under the Executive's
     Participation Agreement.

3.9  Early Retirement Date.  "Early Retirement Date" means the first day of the
     month coincident with or next following (i) an Executive's attainment of
     age fifty-five (55), (ii) Termination of Employment, and (iii) written
     application on or after attainment of age fifty-five (55), provided that
     such Early Retirement Date is prior to the Executive's Normal Retirement
     Date.

3.10 Employment Agreement.  "Employment Agreement" means the agreement executed
     by the Executive pertaining to his employment with the Corporation.

3.11 Entry Date.  "Entry Date" means the effective date as of which the
     Executive executes a Participation Agreement under the Plan.

3.12 Executive.  "Executive" means any employee who is designated as eligible to
     participate in the Plan by the Board of Directors of the Corporation and
     who executes a Participation Agreement. Only management and
     highly-compensated employees within the meaning of the Employee Retirement
     Income Security Act of 1974, as amended, shall be eligible to participate
     under the Plan.


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3.13 Normal Retirement Age.  "Normal Retirement Age" means the attainment of the
     Executive's sixty-fifth (65th) birthday.

3.14 Normal Retirement Benefit.  "Normal Retirement Benefit" means, with respect
     to each Executive, the amount listed as such under the Executive's
     Participation Agreement.

3.15 Normal Retirement Date.  "Normal Retirement Date" means the first day of
     the month coincident with or next following an Executive's attainment of
     Normal Retirement Age or, if later, the first day of the month following
     the Executive's retirement after attainment of Normal Retirement Age.

3.16 Participation Agreement.  "Participation Agreement" means the executive
     participation agreement executed by the Executive upon being admitted to
     the Plan. With respect to each Executive, the Participation Agreement shall
     be an integral part of the Plan.

3.17 Plan.  "Plan" means the Source Interlink Companies, Inc. Supplemental
     Executive Retirement Plan and its successors, as described herein and as
     the same may be amended from time to time.

3.18 Resignation.  "Resignation" means the Executive providing formal notice in
     writing to the Corporation of the relinquishment of the Executive's
     position with the Corporation.

3.19  Termination of Employment.  "Termination of Employment" means the ceasing
      of the Executive's employment for any reason whatsoever, whether
      voluntarily or involuntarily.

3.20 Termination for Cause.  "Termination for Cause" means the extinguishment of
     the Executive's employment with the Corporation due to a breach by the
     Executive of any obligation required to be performed or observed by him
     under the Participation Agreement or a termination of the Executive's
     employment with the Corporation for cause in accordance with the provisions
     of his Employment Agreement.

3.21 Year.  "Year" means a period of twelve (12) consecutive calendar months.

3.22 Year of Service.  "Year of Service" means each Year (up to a maximum of 15
     Years), commencing on an Executive's Entry Date, during which the Executive
     is actively and continuously employed by the Corporation on a full-time
     basis (up to age 65).

SECTION 4 - PAYMENT OF BENEFITS

4.1  Normal Retirement Age.  An Executive who terminates employment with the
     Corporation and retires at or after Normal Retirement Age shall be entitled
     to receive a monthly Normal Retirement Benefit for the Executive's
     lifetime, which is determined in accordance with the Executive's
     Participation Agreement. The Executive's Normal Retirement Benefit shall
     commence on the Executive's Normal Retirement Date.

4.2  Early Retirement Age.  An Executive who terminates employment with the
     Corporation and retires at Early Retirement Age shall be entitled to
     receive a monthly Early Retirement Benefit for the Executive's lifetime,
     which is determined in accordance with the Executive's Participation
     Agreement. The Executive's Early Retirement Benefit shall commence on the
     Executive's Early Retirement Date.

4.3  Termination Benefit.

     a.   Upon Termination for Cause of the Employment of an Executive, no
          benefit shall be payable to the Executive.

     b.   Upon Termination of Employment of an Executive without cause before
          Normal Retirement Age or Early Retirement Age for reasons other than
          death or Disability, the Corporation shall pay to the


                                        6

<PAGE>

          Executive,  commencing at Normal Retirement Age, a retirement  benefit
          under the Plan,  which  shall be  calculated  in  accordance  with the
          Executive's Participation Agreement.

4.4  Resignation Benefit.  Upon Resignation of an Executive, the Corporation
     shall pay to the Executive, commencing at Normal Retirement Age, a
     retirement benefit, which shall be calculated in accordance with the
     Executive's Participation Agreement. No benefit shall be payable to an
     Executive who has less than five (5) Years of Service from Entry Date,
     unless otherwise agreed to under the Executive's Participation Agreement.
     No benefit shall be payable to an Executive who has not attained age 55 at
     the time of the Executive's Resignation.

4.5  Disability Benefit.  If an Executive's employment with the Corporation is
     terminated due to Disability, the Corporation shall pay to the Executive,
     commencing at Normal Retirement Age, a retirement benefit under the Plan,
     which shall be calculated in accordance with the Executive's Participation
     Agreement.

4.6  Form of Benefit Payment.  The form of an Executive's retirement benefit
     payment, as determined under Sections 4.1 through 4.5 of the Plan, shall be
     a monthly retirement income benefit payment commencing at retirement and
     payable for the duration of the Executive's life. Subject to the provisions
     under Section 5.4, the Executive shall be guaranteed to receive at least
     sixty (60) monthly retirement income payments. If the Executive should die
     before the end of the sixty (60) month period, monthly payments shall
     continue to be paid for the remainder of the sixty (60) month period to the
     Executive's surviving spouse or, if the Executive is not survived by a
     spouse, to the Executive's estate.

4.7  Retirement Plans Offset.  An Executive's retirement benefit, as determined
     under Sections 4.1 through 4.5 of the Plan, shall be offset by retirement
     benefit payments under any defined benefit plans, as defined under Section
     3 of the Employee Retirement Income Security Act of 1974, as amended
     ("ERISA"), sponsored by the Corporation.

4.8  Change of Control.  In the event of a Change of Control, as such term is
     defined under Section 3.3 of this Plan, of the Corporation while this Plan
     remains in effect, there shall be no acceleration of Plan benefits or any
     other additional benefits.

4.9  Golden Parachute Cap.  Notwithstanding any provision in this Plan to the
     contrary, in no event shall the total present value of all payments under
     this Plan that are payable to an Executive and are contingent upon a Change
     of Control in accordance with the rules set forth in Section 280G of the
     Internal Revenue Service Code of 1986, as amended (the "Code"), and the
     Treasury Regulations thereunder, when added to the present value of all
     other payments, other than payments that are made pursuant to this Plan,
     that are payable to a Participant and are contingent upon a Change of
     Control, exceed an amount equal to two hundred and ninety-nine percent
     (299%) of the Participant's "base amount", as that term is defined in
     Section 280G of the Code. For purposes of making a calculation under this
     Section 4.9, the determination of the portion of a payment that shall be
     treated as contingent upon a Change of Control shall be made in accordance
     with Proposed Treasury Regulations Section 1.280G-1Q/A-24.

SECTION 5 - CONDITIONS RELATED TO BENEFITS

5.1  Withholding; Unemployment Taxes.  To the extent required by the law in
     effect at the time payments are made, the Corporation shall withhold from
     payments made hereunder any taxes required to be withheld by the Federal or
     any state or local government.

5.2  No Other Benefits.  The Corporation shall pay no benefits hereunder to the
     Executive by reason of Termination of Employment or otherwise, except as
     specifically provided herein.

5.3  Not a Death Benefit Plan.  The Plan is designed specifically as a
     retirement benefit plan and not as a death benefit plan. Therefore, the
     Corporation and Executives understand that, should the Executive no longer
     be an


                                        7

<PAGE>

     employee or Plan participant and death occurs, no benefit shall be payable
     to the deceased Participant's beneficiary or estate, except as provided
     under Section 4.6 of the Plan.

5.4  Forfeiture of Benefits.  An Executive shall forfeit his rights to any and
     all benefits to be paid to the Executive under the Plan if: (a) the
     Executive dies by suicide; (b) the Executive is Terminated for Cause; or
     (c) the Executive violates any non-compete agreement or any other term or
     condition between the Corporation and the Executive as provided under the
     Executive's Participation Agreement.

SECTION 6 - CLAIMS PROCEDURE

6.1  Claims Reviewer.  For purposes of handling claims with respect to the Plan,
     the "Claims Reviewer" shall be the Corporation, unless another person or
     organizational unit is designated by the Corporation as Claims Reviewer.

6.2  Claims Procedure.  An initial claim for benefits under the Plan must be
     made by the Executive in accordance with the terms of the Plan through
     which the benefits are provided. Not later than 90 days after receipt of
     such a claim, the Claims Reviewer will render a written decision on the
     claim to the claimant, unless special circumstances require the extension
     of such 90-day period. If such extension is necessary, the Claims Reviewer
     shall provide the Executive with written notification of such extension
     before the expiration of the initial 90-day period. Such notice shall
     specify the reason or reasons for such extension and the date by which a
     final decision can be expected. In no event shall such extension exceed a
     period of 90 days from the end of the initial 90-day period. In the event
     the Claims Reviewer denies the claim of an Executive in whole or in part,
     the Claims Reviewer's written notification shall specify, in a manner
     calculated to be understood by the claimant, the reason for the denial; a
     reference to the Plan or other document or form that is the basis for the
     denial; a description of any additional material or information necessary
     for the claimant to perfect the claim; an explanation as to why such
     information or material is necessary; and an explanation of the applicable
     claims procedure. Should the claim be denied in whole or in part and should
     the claimant be dissatisfied with the Claims Reviewer's disposition of the
     claimant's claim, the claimant may have a full and fair review of the claim
     by the Corporation upon written request therefor submitted by the claimant
     or the claimant's duly authorized representative and received by the
     Corporation within 60 days after the claimant receives written notification
     that the claimant's claim has been denied. In connection with such review,
     the claimant or the claimant's duly authorized representative shall be
     entitled to review pertinent documents and submit the claimant's views as
     to the issues, in writing. The Corporation shall act to deny or accept the
     claim within 60 days after receipt of the claimant's written request for
     review unless special circumstances require the extension of such 60-day
     period. If such extension is necessary, the Corporation shall provide the
     claimant with written notification of such extension before the expiration
     of such initial 60-day period. In all events, the Corporation shall act to
     deny or accept the claim within 120 days of the receipt of the claimant's
     written request for review. The action of the Corporation shall be in the
     form of a written notice to the claimant and its contents shall include all
     of the requirements for action on the original claim. In no event may a
     claimant commence legal action for benefits the claimant believes are due
     the claimant until the claimant has exhausted all of the remedies and
     procedures afforded the claimant by this Section 6.2.

SECTION 7 - ADMINISTRATION

7.1  Unsecured Claim, Funding and Non-Assignability.  The right of an Executive
     to receive a distribution hereunder shall be an unsecured claim against the
     general assets of the Corporation, and no Executive shall have any rights
     in or against any amount credited to any accounts under this Plan or any
     other assets of the Corporation. The Plan at all times shall be considered
     entirely unfunded both for tax purposes and for purposes of Title I of the
     Employee Retirement Income Security Act of 1974, as amended. Any funds
     invested hereunder shall continue for all purposes to be part of the
     general assets of the Corporation and available to its general creditors in
     the event of bankruptcy or insolvency. Accounts under this Plan and any
     benefits which may be payable pursuant to this Plan are not subject in any
     manner to anticipation, sale, alienation, transfer, assignment, pledge,
     encumbrance, attachment, or garnishment by creditors of an Executive. The
     Plan constitutes a mere promise by the Corporation to make benefit payments
     in the future. No interest or right to receive a benefit may be taken,
     either voluntarily or involuntarily, for the satisfaction of the debts of,
     or other


                                        8

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     obligations or claims against, such person or entity, including claims for
     alimony, support, separate maintenance and claims in bankruptcy
     proceedings.

7.2  Administration of Plan.  An integral part of the Plan is the ongoing
     administration of the Plan. The Plan shall be administered by the Board of
     Directors of the Corporation, which shall have the authority, duty and
     power to interpret and construe the provisions of the Plan as the Board
     deems appropriate, including the authority to determine eligibility for
     benefits under the Plan. The Board shall have the duty and responsibility
     of maintaining records, making the requisite calculations and disbursing
     the payments hereunder. The interpretations, determinations, regulations
     and calculations of the Board shall be final and binding on all persons and
     parties concerned. Any benefits payable under this Plan will be paid only
     if the Board decides in its discretion that the applicant is entitled to
     them. The Board shall have the right at any time to appoint a person or
     committee to perform administrative functions delegated to it by the Board
     on the administration of the Plan.

7.3  Expense of Administration.  Expenses of administration shall be paid by the
     Corporation. The Board of Directors of the Corporation shall be entitled to
     rely on all tables, valuations, certificates, opinions, data and reports
     furnished by any actuary, accountant, controller, counsel or other person
     employed or retained by the Corporation with respect to the Plan.

7.4  Rights of Executive.  The sole rights of an Executive under this Plan shall
     be to have this Plan administered according to its provisions, to receive
     whatever benefits he may be entitled to hereunder, and nothing in the Plan
     shall be interpreted as a guaranty that any assets of the Corporation will
     be sufficient to pay any benefit hereunder. Further, the adoption and
     maintenance of this Plan shall not be construed as creating any contract of
     employment between the Corporation and any Executive. The Plan shall not
     affect the right of the Corporation to deal with any Executives in
     employment respects, including their hiring, discharge, compensation, and
     conditions of employment. Each Executive shall receive an updated copy of
     the Plan document and shall receive copies of any amendments to the Plan
     document within ten (10) days after their adoption.

7.5  Incompetency.  The Corporation may from time to time establish rules and
     procedures which it determines to be necessary for the proper
     administration of the Plan and the benefits payable to an Executive in the
     event that Executive is declared incompetent and a conservator or other
     person legally charged with that Executive's care is appointed. Except as
     otherwise provided herein, when the Corporation determines that such
     Executive is unable to manage his financial affairs, the Corporation may
     pay such Executive's benefits to such conservator, person legally charged
     with such Executive's care, or institution then contributing toward or
     providing for the care and maintenance of such Executive. Any such payment
     shall constitute a complete discharge of any liability of the Corporation
     and the Plan for such Executive.

7.6  Duties of Executive.  Eligibility to participate in this Plan is expressly
     conditional upon the Executive furnishing to the Corporation certain
     information and medical records and the taking of physical examinations and
     such other relevant action as may be reasonably requested by the
     Corporation. Any Executive who refuses to provide such information and
     medical records or to take physical examinations or such other action as
     deemed necessary by the Corporation or in the Corporation's best interest
     in administering the Plan shall not be enrolled as or cease to be a
     participant under the Plan. The Executive shall authorize and direct any
     physician, health care professional, health care provider, and medical care
     facility to provide to the Corporation information relating to the
     Executive's physical and mental condition and the diagnosis, prognosis,
     care, and treatment thereof upon the request of the Corporation in
     accordance with the current and future regulations, laws and rules as
     provided by Regulation Section 164.502(g) of Title 45 of the Code of
     Federal Regulations and the medical information privacy law and regulations
     generally referred to as HIPAA.

7.7  Right to Terminate or Amend.  The Plan may be continued after a sale of
     assets of the Corporation, or a merger or consolidation of the Corporation
     into or with another corporation or entity only if and to the extent that
     the transferee, purchaser or successor entity agrees to continue the Plan.
     In the event that the Plan is not continued by the transferee, purchaser or
     successor entity, then the Corporation reserves the sole right to terminate
     the Plan at any time. In the event of termination of the Plan, the
     Corporation shall pay to the


                                        9

<PAGE>

     Executive, commencing at Normal Retirement Age, a retirement benefit under
     the Plan, which shall be calculated in accordance with the Executive's
     Participation Agreement. All further vesting and benefit accrual shall
     cease on the date of Plan termination. If, however, after a sale of the
     assets of the Corporation the Plan is: (i) terminated, (ii) the transferee,
     purchaser or successor entity does not agree to continue the Plan, and
     (iii) the Corporation goes out of existence after such sale of its assets;
     the Executive's retirement benefit under the Plan, which shall be
     calculated in accordance with the Executive's Participation Agreement,
     shall be distributed at the discretion of the Corporation in one of the
     following manners: (i) in the form of an annuity to be purchased from a
     life insurance company selected by the Corporation; or (ii) in a lump sum
     which shall be calculated on a present value basis as actuarially
     discounted at the Plan discount rate of 6.25% or the then current One Year
     Treasury Rate, whichever is higher, and based on the Code Section 417
     applicable mortality table as set forth in Rev. Rul. 95-6, 1995-1 C.B. 80
     or any successor table prescribed by the Commissioner of the Internal
     Revenue Service in revenue rulings, notices, or other published guidance.
     The Corporation further reserves the right, in its sole discretion, to
     amend the Plan in any respect. No amendment of the Plan that reduces the
     value of the benefits theretofore accrued and vested by the Executive shall
     be effective.

SECTION 8 - MISCELLANEOUS.

8.1  Gender and Number.  Wherever appropriate herein, the masculine may mean the
     feminine and the singular may mean the plural or vice versa.

8.2  Notice.  Any notice required or permitted to be given to the Committee
     under the Plan shall be sufficient if in writing and hand delivered, or
     sent by registered or certified mail, to the principal office of the
     Corporation, directed to the attention of the Chairman of the Committee.
     Such notice shall be deemed given as of the date of delivery or, if
     delivery is made by mail, as of the date shown on the postmark or on the
     receipt for registration or certification.

8.3  Current Address.  Each Executive shall keep the Corporation informed of his
     or her current address. The Corporation shall not be obligated to search
     for any person.

8.4  Validity.  In the event any provision of this Plan is held invalid, void or
     unenforceable, the same shall not affect, in any respect whatsoever, the
     validity of any other provision of this Plan.

8.5  Applicable Law.  The Plan shall be governed and construed in accordance
     with the laws of the State of Florida.

8.6  Arbitration.  Any controversy, claim or dispute of whatever nature arising
     between the parties out of or relating to this Plan or the breach,
     termination, enforceability, scope or validity of this Plan (a "Dispute")
     shall be resolved by mediation or, failing mediation, by binding
     arbitration. The agreement to mediate and arbitrate contained in this
     Section shall continue in full force and effect despite the expiration,
     rescission or termination of this Plan.

     Neither party shall commence an arbitration proceeding pursuant to the
     provisions set forth below unless such party shall first give a written
     notice (a "Dispute Notice") to the other party setting forth the nature of
     the Dispute. The parties shall attempt in good faith to resolve the Dispute
     by mediation under the CPR Institute for Dispute Resolution ("CPR") Model
     Mediation Procedure for Business Disputes in effect at the time of this
     Plan. If the parties cannot agree on the selection of a mediator within
     twenty (20) days after receipt of the Dispute Notice, the mediator will be
     selected in accordance with the CPR Procedure.

     If the Dispute has not been resolved by mediation as provided above within
     sixty (60) days after receipt of the Dispute Notice, or if a party fails to
     participate in a mediation, then the Dispute shall be determined by binding
     arbitration in Lee County, Florida. The arbitration shall be conducted in
     accordance with such rules as may be agreed upon by the parties, or failing
     agreement within thirty (30) days after arbitration is demanded, in
     accordance with the Commercial Arbitration Rules of the American
     Arbitration Association ("AAA") in effect on the date of the Dispute
     Notice, subject to any modifications contained in this Plan. The Dispute
     shall be determined by one arbitrator, unless the Dispute involves an
     amount in excess of $1,000,000 (exclusive of interest and costs), in which
     case three arbitrators shall be appointed.


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<PAGE>

     Persons eligible to serve as arbitrators shall be members of the AAA Large,
     Complex Case Panel or a CPR Panel of Distinguished Neutrals, or who have
     professional credentials similar to those persons listed on such AAA or CPR
     panels. The arbitrator(s) shall base the award on the applicable law and
     judicial precedent which would apply if the Dispute were decided by a
     United States District Judge, and the arbitrator(s) shall have no authority
     to render an award which is inconsistent therewith. The award shall be in
     writing and include the findings of fact and conclusions of law upon which
     it is based.

     Discovery will be permitted as and to the extent determined by the
     arbitrator(s). The arbitrator(s) shall resolve any discovery disputes. The
     arbitrator(s) and counsel of record will have the power of subpoena process
     as provided by law. The parties knowingly and voluntarily waive their
     rights to have any Dispute tried and adjudicated by a judge or a jury.

     The arbitration shall be governed by the substantive laws of the State of
     Florida, without regard to conflicts-of-law rules, and by the arbitration
     law of the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the
     award rendered may be entered in any court having jurisdiction.
     Notwithstanding the foregoing, upon the application by either party to a
     court for an order confirming, modifying or vacating the award, the court
     shall have the power to review whether, as a matter of law based on the
     findings of fact determined by the arbitrator(s), the award should be
     confirmed, modified or vacated in order to correct any errors of law made
     by the arbitrator(s). In order to effectuate such judicial review limited
     to issues of law, the parties agree (and shall stipulate to the court) that
     the findings of fact made by the arbitrator(s) shall be final and binding
     on the parties and shall serve as the facts to be submitted to and relied
     upon by the court in determining the extent to which the award should be
     confirmed, modified or vacated.

     Except as otherwise required by law, the parties and the arbitrator(s)
     agree to keep confidential and not disclose to third parties any
     confidential information or documents obtained in connection with the
     arbitration process. If either party fails to proceed with arbitration as
     provided in this Plan, or unsuccessfully seeks to stay the arbitration, or
     fails to comply with the arbitration award, or is unsuccessful in vacating
     or modifying the award pursuant to a petition or application for judicial
     review, the other party shall be entitled to be awarded costs, including
     reasonable attorney's fees, paid or incurred in successfully compelling
     such arbitration or defending against the attempt to stay, vacate or modify
     such arbitration award and/or successfully defending or enforcing the
     award.

     Each party hereby waives any and all rights it may have to receive
     exemplary or punitive damages with respect to any Dispute it may have
     against the other party, it being agreed that no party shall be entitled to
     receive money damages in excess of its actual compensatory damages related
     to that Dispute, notwithstanding any contrary provision contained in this
     Plan.

     In any Dispute, the non-prevailing party in such matter (whether determined
     based on a final adjudication of the issue at court, arbitration or from
     the terms of a settlement) shall pay to the prevailing party all costs,
     attorneys' fees and paralegals' fees (whether incurred before trial, at
     trial or on appeal) incurred by prevailing party in connection with such
     controversy, interpretation or implementation.

8.7  Successors in Interest.  The Plan shall inure to the benefit of, be binding
     upon, and be enforceable by, any corporate successor to the Corporation or
     successor to substantially all of the assets of the Corporation.

8.8  No Representation on Tax Matters.  The Corporation makes no representation
     to Executives regarding current or future income tax ramifications of the
     Plan.

8.9  No Liability.  Notwithstanding any provision herein to the contrary,
     neither the Corporation nor any individual acting as an employee or agent
     of the Corporation shall be liable to any Executive, former Executive or
     any other person for any claim, loss, liability or expense incurred in
     connection with the Plan, unless attributable to fraud or willful
     misconduct on the part of the Corporation or any such employee or agent of
     the Corporation.

8.10 Binding Effect.  The terms of this Plan shall be binding on the Executive
     and the Executive's heirs, executors, administrators and assigns.


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<PAGE>

SECTION 9 - EXECUTION

To record the adoption of the Plan by the Board of Directors, the Corporation
has caused its authorized officer to execute the same.

IN WITNESS WHEREOF, the Plan has been executed as of the 28th day of February,
2005.

                                       By order of the Compensation Committee of
                                       the Board of Directors of
                                       SOURCE INTERLINK COMPANIES, INC.


                                       By: /s/ Aron S. Katzman
                                           -------------------------------------
                                       Name: Aron S. Katzman
                                       Title: Chairman, Compensation Committee


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