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                             TRANCHE A WARRANT AGREEMENT


                                           
                                           
                                           
                                  WARRANT AGREEMENT
                           RELATING TO THE ISSUANCE OF THE
                                  TRANCHE A WARRANTS
                                           
                                 WEI ACQUISITION CO.
            (which will change its name to Wherehouse Entertainment, Inc.)
                                           
                                         and
                                           
                       UNITED STATES TRUST COMPANY OF NEW YORK
                                           
                             Dated as of January 31, 1997
                                           
                                           
                                           
                                           


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                                  TABLE OF CONTENTS

SECTIONS                                                                PAGE(S)

SECTION 1.     Appointment of Warrant Agent. . . . . . . . . . . . . . . . .  1

SECTION 2.     Form of Warrants. . . . . . . . . . . . . . . . . . . . . . .  1
               2.1.  Form of Warrant Certificates. . . . . . . . . . . . . .  1
               2.2.  Countersignature of Warrant Certificates. . . . . . . .  2
               2.3.  Registration. . . . . . . . . . . . . . . . . . . . . .  2

SECTION 3.     Transfer or Exchange of Warrants. . . . . . . . . . . . . . .  3
               3.1.  Transfer. . . . . . . . . . . . . . . . . . . . . . . .  3
               3.2.  Exchange of Warrant Certificates. . . . . . . . . . . .  3

SECTION 4.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

SECTION 5.     Mutilated or Missing Warrants . . . . . . . . . . . . . . . .  3

SECTION 6.     Term of Warrants; Exercise of Warrants. . . . . . . . . . . .  4
               6.1.  Term of Warrants. . . . . . . . . . . . . . . . . . . .  4
               6.2.  Exercise of Warrants. . . . . . . . . . . . . . . . . .  4

SECTION 7.     Disposition of Proceeds on Exercise of Warrants . . . . . . .  5

SECTION 8.     Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . .  5

SECTION 9.     Reservation of Warrant Shares; Purchase and Cancellation of 
               Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . .  5
               9.1.  Reservation of Warrant Shares . . . . . . . . . . . . .  5
               9.2.  Governmental Approvals and Listings . . . . . . . . . .  6
               9.3.  Purchase of Warrants by the Company . . . . . . . . . .  6
               9.4.  Cancellation of Warrants. . . . . . . . . . . . . . . .  6

SECTION 10.    Exercise Price. . . . . . . . . . . . . . . . . . . . . . . .  6

SECTION 11.    Adjustment of Exercise Price and Number of Warrant Shares . .  6
               11.1.  Adjustments. . . . . . . . . . . . . . . . . . . . . .  6
                    (a)  Stock Dividends, Splits, etc. . . . . . . . . . . .  7
                    (b)  Distributions of Assets . . . . . . . . . . . . . .  7
                    (c)  Computation of Market Price . . . . . . . . . . . .  8
                    (d)  Minimum Adjustment. . . . . . . . . . . . . . . . .  8
                    (e)  Warrant Share Adjustment. . . . . . . . . . . . . .  9
                    (f)  Notice of Adjustment. . . . . . . . . . . . . . . .  9
                    (g)  Definition of Common Stock. . . . . . . . . . . . .  9

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                    (h)  Company May Reduce Exercise Price or 
                         Increase Number of Warrant Shares Purchasable . . . 10
                    (i)  Subsequently Issued Warrants. . . . . . . . . . . . 10
                    (j)  Number of Warrant Shares on Warrant Certificates. . 10
               11.2.  No Adjustment for Dividends. . . . . . . . . . . . . . 10
               11.3.  Preservation of Purchase Rights and Adjustment of 
                         Exercise Price upon Merger, Consolidation, etc. . . 10

SECTION 12.    No Rights as Stockholders; Notices to Warrant Holders . . . . 12

SECTION 13.    Purchase Rights . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 14.    FRACTIONAL SHARES OF COMMON STOCK . . . . . . . . . . . . . . 13

SECTION 15.    Right of Action . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 16.    Inspection of Warrant Agreement . . . . . . . . . . . . . . . 14

SECTION 17.    Merger or Consolidation or Change of Name of Warrant Agent. . 14

SECTION 18.    Concerning the Warrant Agent. . . . . . . . . . . . . . . . . 14
               18.1.     Disclaimer of Representations . . . . . . . . . . . 15
               18.2.     No Responsibility for Failure of Company's 
                         Covenants . . . . . . . . . . . . . . . . . . . . . 15
               18.3.     Delegation. . . . . . . . . . . . . . . . . . . . . 15
               18.4.     Opinion of Counsel. . . . . . . . . . . . . . . . . 15
               18.5.     Officer's Certificate . . . . . . . . . . . . . . . 15
               18.6.     Compensation and Reimbursement. . . . . . . . . . . 15
               18.7.     No Action Without Assurance of Reimbursement. . . . 16
               18.8.     Conflicts of Interest . . . . . . . . . . . . . . . 16
               18.9.     Solely as Agent . . . . . . . . . . . . . . . . . . 16
               18.10.    Reliance on Documents . . . . . . . . . . . . . . . 16
               18.11.    No Representation Regarding Validity, Etc.. . . . . 17
               18.12.    Instructions from Company . . . . . . . . . . . . . 17

SECTION 19.    Change of Warrant Agent . . . . . . . . . . . . . . . . . . . 17

SECTION 20.    Identity of Transfer Agent. . . . . . . . . . . . . . . . . . 18

SECTION 21.    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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SECTION 22.    Supplements and Amendments. . . . . . . . . . . . . . . . . . 18

SECTION 23.    Successors. . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 24.    Merger or Consolidation of the Company. . . . . . . . . . . . 19

SECTION 25.    Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 26.    Benefits of this Agreement. . . . . . . . . . . . . . . . . . 19

SECTION 27.    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 28.    Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 29.    Plan of Reorganization. . . . . . . . . . . . . . . . . . . . 20


EXHIBIT A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1

PURCHASE FORM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-4

ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-5


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          WARRANT AGREEMENT relating to the issuance of the Tranche A Warrants,
dated as of January 31, 1997, between WEI ACQUISITION CO. (which will change its
name to Wherehouse Entertainment, Inc.), a Delaware corporation (the "Company"),
and UNITED STATES TRUST COMPANY OF NEW YORK, as Warrant Agent (the "Warrant
Agent").

                                     WITNESSETH:
                                     -----------

          WHEREAS, pursuant to the Debtors' First Amended Chapter 11 Plan, as 
Revised for Technical Corrections dated October 4, 1996 and Supplemental 
Amendments on December 2, 1996 and December 13, 1996 (the "POR") and an Asset 
Purchase Agreement dated as of January 31, 1997 (the "ASSET PURCHASE 
AGREEMENT"), the Company will acquire substantially all of the assets of 
Wherehouse Entertainment, Inc., and its parent, WEI Holdings, Inc., which 
companies are debtors and debtors-in-possession (collectively, the 
"DEBTORS"), in Case No. 95-911 (HSB) (Jointly Administered) (the "BANKRUPTCY 
CASE") in the Bankruptcy Court for the District of Delaware (the "BANKRUPTCY 
COURT");

          WHEREAS, as part of the purchase price for the assets of the 
Debtors to be acquired by the Company, the Company proposes to issue up to 
576,000 Common Stock Purchase Warrants hereinafter described (the "Warrants") 
to purchase its Common Stock, par value $0.01 per share (the "Common Stock"), 
each Warrant entitling the registered owner thereof to purchase one share of 
Common Stock (each share of Common Stock purchasable upon the exercise of a 
Warrant being referred to herein as a "WARRANT SHARE"); and

          WHEREAS, the Company wishes the Warrant Agent to act on behalf of 
the Company, and the Warrant Agent is willing to act, in connection with the 
issuance, transfer, exchange and exercise of the Warrants.

          NOW, THEREFORE, in consideration of the foregoing and for the 
purpose of defining the terms and provisions of the Warrants and the 
respective rights and obligations thereunder of the Company and the 
registered owners of the Warrants (the "Holders"), the Company and the 
Warrant Agent hereby agree as follows:

          SECTION 1.     APPOINTMENT OF WARRANT AGENT.

          The Company hereby appoints the Warrant Agent to act as agent for 
the Company in accordance with the terms and conditions hereinafter set 
forth, and the Warrant Agent hereby accepts such appointment.

          SECTION 2.     FORM OF WARRANTS.

          2.1. FORM OF WARRANT CERTIFICATES.  The text of the Warrant 
certificate and of the form of election to purchase Warrant Shares shall be 
substantially as set forth in Exhibit A attached hereto.  The Warrant 
certificates shall be appropriately printed, lithographed or engraved and may 
have such letters, numbers or other marks of 

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identification as the Company may deem appropriate and as are not 
inconsistent with the provisions of this Agreement, or as may be required to 
comply with any rule or regulation of any stock exchange on which the 
Warrants may be listed, or to conform to usage.  The price per Warrant Share 
and the number of Warrant Shares issuable upon exercise of each Warrant are 
subject to adjustment upon the occurrence of certain events, all as 
hereinafter provided.  The Warrant certificates shall be executed on behalf 
of the Company by its Chairman of the Board, its President or one of its Vice 
Presidents under its corporate seal reproduced thereon and attested by its 
Secretary or an Assistant Secretary.  The signature of any of such officers 
on the Warrant certificates may be manual or facsimile.

          Warrant certificates bearing the manual or facsimile signatures of 
individuals who were at any time the proper officers of the Company shall 
bind the Company, notwithstanding that such individuals or any one of them 
shall have ceased to hold such offices prior to the delivery of such Warrant 
certificates or did not hold such office on the date of this Agreement.

          Warrant certificates shall be dated as of the date of 
countersignature thereof by the Warrant Agent either upon initial issuance or 
upon exchange, substitution or transfer.

          2.2. COUNTERSIGNATURE OF WARRANT CERTIFICATES.  The Warrant 
certificates shall be manually countersigned by the Warrant Agent (or any 
successor to the Warrant Agent then acting as warrant agent under this 
Agreement) and shall not be valid for any purpose unless so countersigned. 
Warrant certificates may be countersigned by the Warrant Agent (or by its 
successor as warrant agent hereunder) and may be delivered by the Warrant 
Agent notwithstanding that the persons whose manual or facsimile signatures 
appear thereon as proper officers of the Company shall have ceased to be such 
officers at the time of such countersignature, issuance or delivery.  The 
Warrant Agent shall, upon written instructions of the Chairman of the Board, 
the President, any Vice President or the Secretary of the Company, 
countersign, issue and deliver Warrant certificates entitling the Holders 
thereof to purchase in the aggregate Warrant Shares (subject to adjustment 
pursuant to Section 11 hereof) and shall countersign and deliver Warrant 
certificates as otherwise provided in this Agreement.

          2.3. REGISTRATION.  The Warrant certificates shall be numbered and 
shall be registered in a register (the "Warrant Register") as they are 
issued. The Company and the Warrant Agent shall be entitled to treat the 
registered holder of any Warrant as the owner in fact thereof for all 
purposes and shall not be bound to recognize any equitable or other claim to 
or interest in such Warrant on the part of any other person, notwithstanding 
any notice to the Company or the Warrant Agent to the contrary.

          SECTION 3.     TRANSFER OR EXCHANGE OF WARRANTS.

          3.1. TRANSFER.  The Warrants shall be transferable only in the 
books of the Company maintained at the office or agency of the Warrant Agent 
in the City of New York upon delivery thereof duly endorsed by the Holder or 
by his or her duly authorized attorney or legal representative, or 
accompanied by proper evidence of succession, assignment or 

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authority to transfer, which endorsement shall be guaranteed by a bank or 
trust company located in the United States or a broker or dealer that is a 
member of a national securities exchange.  In all cases of transfer by an 
attorney, the original power of attorney, duly approved, or an official copy 
thereof, duly certified, shall be deposited and remain with the Warrant 
Agent.  In case of transfer by executors, administrators, guardians or other 
legal representatives, duly authenticated evidence of their authority shall 
be produced, and may be required to be deposited and remain with the Warrant 
Agent in its discretion.  Upon any registration of transfer, the Warrant 
Agent shall countersign and deliver a new Warrant certificate to the person 
entitled thereto.

          3.2. EXCHANGE OF WARRANT CERTIFICATES.  Warrant certificates may be 
exchanged for another certificate or certificates entitling the Holder 
thereof to purchase a like aggregate number of Warrant Shares as the 
certificate or certificates surrendered then entitle such Holder to purchase. 
 Any Holder desiring to exchange a Warrant certificate shall make such 
request in writing delivered to the Warrant Agent, and shall surrender, 
properly endorsed in the manner described in subsection 3.1 hereof, the 
Warrant certificate or certificates to be so exchanged.  Thereupon, the 
Warrant Agent shall countersign and deliver to the person entitled thereto a 
new Warrant certificate or certificates, as the case may be, as so requested.

          SECTION 4.  [SECTION 4 INTENTIONALLY LEFT BLANK].

          SECTION 5.     MUTILATED OR MISSING WARRANTS.

          In case any of the certificates evidencing the Warrants shall be 
mutilated, lost, stolen or destroyed, the Company may, in its discretion, 
issue and the Warrant Agent shall countersign and deliver in exchange and 
substitution for and upon cancellation of the mutilated Warrant certificate, 
or in lieu of and substitution for the Warrant certificate lost, stolen or 
destroyed, a new Warrant certificate of like tenor and representing an 
equivalent right or interest, but only, in case of any such loss, theft or 
destruction, upon receipt of evidence satisfactory to the Company and the 
Warrant Agent thereof and an indemnity also satisfactory to them.  An 
applicant for such substitute Warrant certificate shall also comply with such 
other reasonable regulations and pay such other reasonable charges as the 
Company or the Warrant Agent may prescribe.

          SECTION 6.     TERM OF WARRANTS; EXERCISE OF WARRANTS.

          6.1. TERM OF WARRANTS.  Subject to the terms of this Agreement, 
each Holder shall have the right until 5:00 P.M., New York time, on January 
31, 2002 (the fifth anniversary of the Effective Date (as defined in the 
POR)) (the "Expiration Date"), to purchase from the Company the number of 
fully paid and nonassessable Warrant Shares which the Holder may at the time 
be entitled to purchase on exercise of such Warrants.

          6.2. EXERCISE OF WARRANTS.  Warrant Shares may be purchased upon 
surrender to the Company at the office or agency of the Warrant Agent in the 
City of New York, of 

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the certificate or certificates evidencing the Warrants to be exercised, 
together with the form of election to purchase on the reverse thereof duly 
filled in and signed, which signature shall, if the Warrant Shares are to be 
issued in the name of a person other than the Holder of the Warrant, be 
guaranteed by a bank or trust company located in the United States or a 
broker or dealer that is a member of a national securities exchange, and upon 
payment to the Warrant Agent for the account of the Company of the Exercise 
Price (as defined in and determined in accordance with the provisions of 
Sections 10 and 11 hereof) for the number of Warrant Shares in respect of 
which such Warrants are then being exercised.  Payment of the aggregate 
Exercise Price shall be made by certified or cashier's check, or by any 
combination thereof.

          Subject to Section 8 hereof, upon such surrender of Warrants and 
payment of the Exercise Price as aforesaid, the Company shall issue and cause 
to be delivered, with all reasonable dispatch, to or upon the written order 
of the Holder and in such name or names as the Holder may designate, a 
certificate or certificates for the number of full Warrant Shares so 
purchased upon the exercise of such Warrants.  Such certificate or 
certificates shall be deemed to have been issued and any person so designated 
to be named therein shall be deemed to have become a holder of record of such 
Warrant Shares as of the date of the surrender of such Warrants and payment 
of the Exercise Price, as aforesaid; PROVIDED, HOWEVER, that if such Warrants 
are surrendered, and the Exercise Price is paid, on a Saturday, Sunday or 
other day on which banking institutions in the City of New York are 
authorized or obligated by law or executive order to close, or on a day when 
the Common Stock transfer books of the Company are closed, the certificates 
for the Warrant Shares in respect of which such Warrants are then exercised 
shall be issuable as of the next succeeding Monday, Tuesday, Wednesday, 
Thursday or Friday on which such banking institutions are not so authorized 
or obligated to close (whether before or after the Expiration Date) and which 
is a day on which the Common Stock transfer books of the Company are open.  
The rights of purchase represented by the Warrants shall be exercisable, at 
the election of the Holders thereof, either in full or from time to time in 
part and, in the event that a certificate evidencing Warrants is exercised in 
respect of less than all of the Warrant Shares specified therein at any time 
prior to the expiration of such Warrants, a new certificate evidencing the 
remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby 
irrevocably authorized to countersign and to deliver the required new Warrant 
certificates pursuant to the provisions of this subsection and of subsection 
2.2 hereof and the Company, whenever required by the Warrant Agent, will 
supply the Warrant Agent with Warrant certificates duly executed on behalf of 
the Company for such purpose.

          SECTION 7.     DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS.

          The Warrant Agent shall account promptly to the Company with 
respect to the Warrants exercised and concurrently pay to the Company all 
moneys received by the Warrant Agent for the purchase of the Warrant Shares 
through the exercise of such Warrants.

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          SECTION 8.     PAYMENT OF TAXES.

          The Company will pay all documentary stamp taxes, if any, 
attributable to the issuance of any Warrant certificates or certificates for 
Warrant Shares issuable upon the exercise of Warrants; PROVIDED, HOWEVER, 
that the Company shall not be required to pay, and the Holder shall pay, any 
tax or taxes that may be payable in respect of any transfer involved in the 
issue or delivery of any Warrant certificates or certificates for Warrant 
Shares in a name other than that of the registered Holder of the Warrants 
that were surrendered and the Company shall not be required to issue or 
deliver such Warrant certificates or certificates for Warrant Shares unless 
or until the persons requesting the issuance thereof shall have paid to the 
Company the amount of such tax or shall have established to the satisfaction 
of the Company that such tax has been paid.

          SECTION 9.     RESERVATION OF WARRANT SHARES; PURCHASE AND          
                         CANCELLATION OF WARRANTS.

          9.1. RESERVATION OF WARRANT SHARES.  There have been reserved, and 
the Company shall at all times keep reserved out of its authorized Common 
Stock, a number of shares of Common Stock sufficient to provide for the 
exercise of the right of purchase represented by the outstanding Warrants.  
The Company covenants that all Warrant Shares will, upon issuance, be duly 
authorized, validly issued, fully paid and nonassessable.  Before taking any 
action that would cause an adjustment reducing the Exercise Price below the 
then par value, if any, of the shares of Common Stock issuable upon exercise 
of the Warrants, the Company shall take any corporate action which may, in 
the opinion of it counsel, be necessary in order that the Company may validly 
and legally issue fully paid and nonassessable shares of such Common Stock, 
at such adjusted Exercise Price.  The Transfer Agent for the Common Stock and 
every subsequent transfer agent for any shares of the Company's capital stock 
issuable upon the exercise of any of the rights of purchase aforesaid will be 
irrevocably authorized and directed at all times to reserve such number of 
authorized shares as shall be requisite for such purpose.  The Company will 
keep a copy of this Agreement on file with the Transfer Agent for the Common 
Stock and with every subsequent transfer agent for any shares of the 
Company's capital stock issuable upon the exercise of the rights of purchase 
represented by the Warrants.  The Warrant Agent is hereby irrevocably 
authorized to requisition from time to time from such Transfer Agent stock 
certificates required to honor outstanding Warrants upon exercise thereof in 
accordance with the terms of this Agreement. The Company will supply such 
Transfer Agent with duly executed stock certificates for such purpose.  
Promptly after the Expiration Date, the Warrant Agent shall certify to the 
Company the aggregate number of Warrants then outstanding and thereafter no 
shares shall be subject to reservation in respect of such Warrants.

          9.2. GOVERNMENTAL APPROVALS AND LISTINGS.  The Company will as 
promptly as practicable take all action which may be necessary to obtain and 
keep effective (a) any and all permits, consents and approvals of 
governmental agencies and authorities, and will make any and all filings 
under federal and state securities laws, necessary in connection with the 
issuance, distribution and transfer of Warrant certificates, the exercise of 
the Warrants, 

                                      5

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and the issuance, sale, transfer and delivery of Warrant Shares and (b) if 
any of the Warrant Shares have been listed on any securities exchange, the 
listing of the Warrant Shares on any securities exchange on which the Common 
Stock may be listed (it being understood that the Company has no obligation 
to list any Warrant Shares with any securities exchange).

          9.3. PURCHASE OF WARRANTS BY THE COMPANY.  The Company shall have 
the right, except as limited by law, other agreement or herein, to purchase 
or otherwise acquire Warrants at such times, in such manner and for such 
consideration as it may deem appropriate.

          9.4. CANCELLATION OF WARRANTS.  In the event the Company shall 
purchase or otherwise acquire Warrants, the related Warrant certificates 
shall thereupon be delivered to the Warrant Agent and be cancelled by it and 
retired. The Warrant Agent shall cancel any Warrant certificate surrendered 
for exchange, substitution, transfer or exercise in whole or in part.  
Warrant certificates cancelled by the Warrant Agent pursuant to any provision 
of this Agreement shall be delivered to the Company or, upon the request of 
the Warrant Agent and with the consent of the Company, destroyed by the 
Warrant Agent.  The Warrant Agent shall furnish to the Company written 
confirmation of the destruction of the Warrant certificates so cancelled.

          SECTION 10.    EXERCISE PRICE.

          The price per share at which Warrant Shares shall be purchasable 
upon exercise of each Warrant (the "Exercise Price") shall be $2.38, subject 
to adjustment pursuant to Section 11 hereof.

          SECTION 11.    ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT   
                       SHARES.

          11.1. ADJUSTMENTS.  The number and kind of securities purchasable 
upon the exercise of each Warrant and the Exercise Price shall be subject to 
adjustment as follows:

          (a)  STOCK DIVIDENDS, SPLITS, ETC.  In case the Company shall at any
     time after the date of this Agreement (w) pay a dividend or make a
     distribution on its Common Stock which is paid or made (A) in Common Stock
     or other shares of the Company's capital stock or (B) in rights to purchase
     Common Stock or other capital stock of the Company if such rights are not
     exercisable or separable from the Common Stock except upon the occurrence
     of a contingency, (x) subdivide its outstanding Common Stock into a greater
     number of shares of Common Stock, (y) combine its outstanding shares into a
     smaller number of shares of Common Stock or (z) issue by reclassification
     of its Common Stock other securities of the Company, then, in any such
     event the number of Warrant Shares purchasable upon exercise of each
     Warrant immediately prior thereto shall be adjusted so that the Holder of
     each Warrant shall be entitled to receive upon exercise of such Warrant the
     kind and number of shares of the Company and rights to purchase Common
     Stock or other securities of the Company (or, in the event of the
     redemption of any such rights, any 

                                      6

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     cash paid in respect of such redemption) that he, she or it would have 
     owned or have been entitled to receive after the happening of any of the 
     events described above had such Warrant been exercised immediately prior 
     to the happening of such event or any record date with respect thereto.  
     An adjustment made pursuant to this paragraph (a) shall become effective 
     immediately after the opening of business on the next business day 
     following the record date in the case of dividends or other 
     distributions and shall become effective immediately after the opening 
     of business on the next business day following the effective date in the 
     case of a subdivision or combination.

          (b)  DISTRIBUTIONS OF ASSETS.  In case the Company shall at any time
     after the date of this Agreement distribute to all holders of its Common
     Stock evidences of indebtedness of the Company or assets of the Company
     (including cash dividends or distributions out of retained earnings other
     than cash dividends or distributions made on a quarterly or other periodic
     basis) or warrants to subscribe for securities of the Company (excluding
     those referred to in paragraph (a) above), then in each case the Exercise
     Price shall be adjusted to a price determined by multiplying the Exercise
     Price in effect immediately prior to such distribution by a fraction, of
     which the numerator shall be the then current market price per share of
     Common Stock (as defined in paragraph (c) below) on the record date for
     determination of shareholders entitled to receive such distribution, less
     the then fair value (as determined in good faith by the Board of Directors
     of the Company, whose determination shall be conclusive) of the portion of
     the assets or evidences of indebtedness so distributed or of such
     subscription rights or warrants which are applicable to one share of Common
     Stock, and of which the denominator shall be such market price per share of
     Common Stock; PROVIDED, HOWEVER, that if the then current market price per
     share of Common Stock on the record date for determination of shareholders
     entitled to receive such distribution is less than the then fair value of
     the portion of the assets or evidences of indebtedness so distributed or of
     such subscription rights or warrants which are applicable to one share of
     Common Stock, the foregoing adjustment of the Exercise Price shall not be
     made and in lieu thereof the Holder of each Warrant shall be entitled to
     receive upon exercise of such Warrant in addition to the Common Stock the
     kind and number of assets, evidences of indebtedness, subscription rights
     and warrants (or, in the event of the redemption of any such evidences of
     indebtedness, subscription rights and warrants, any cash paid in respect of
     such redemption) that he or she would have owned or have been entitled to
     receive after the happening of such distribution had such Warrant been
     exercised immediately prior to the record date for such distribution.  Such
     adjustment shall be made successively whenever such a record date is fixed,
     and in the event that such distribution is not so made, the Exercise Price
     shall again be adjusted to be the Exercise Price which would then be in
     effect if such record date had not been fixed.

          (c)  COMPUTATION OF MARKET PRICE.  For the purpose of any computation
     under this Agreement, the current market price per share of Common Stock at
     any date shall be deemed to be the average of the daily Market Price (as
     defined below)

                                      7

<PAGE>

     per share for the 30 consecutive Trading Days (as defined below) 
     commencing 45 Trading Days before the date in question.  "Market Price" 
     is defined as the closing sale price (or, if no closing sale price is 
     reported, the closing bid price) for the Common Stock in the 
     over-the-counter market, as reported by the National Association of 
     Securities Dealers Automated Quotation System ("NASDAQ") or, if the 
     Common Stock is not quoted on NASDAQ, as reported by the National 
     Quotation Bureau Incorporated, or, if the Common Stock is not so 
     reported, as furnished by any two members of the National Association of 
     Securities Dealers, Inc., selected from time to time by the Company for 
     that purpose.  In the event that the Common Stock is hereafter listed 
     for trading on one or more United States national or regional securities 
     exchanges, Market Price shall be the closing price on the exchange or 
     system designated by the Board of Directors of the Company as the 
     principal United States market in which the Common Stock is traded.  If 
     Market Price cannot be established as described above, Market Price 
     shall be the fair market value of the Common Stock as determined in good 
     faith by the Board of Directors.  "Trading Day" shall mean a Monday, 
     Tuesday, Wednesday, Thursday or Friday on which banking institutions in 
     the City of Los Angeles and the State of California or New York, New 
     York, are not authorized or obligated by law or executive order to close 
     or, if the Common Stock is listed or admitted to trading on a national 
     securities exchange, a day on which the principal national securities 
     exchange on which the Common Stock is listed or admitted to trading is 
     open for the transaction of business.

          (d)  MINIMUM ADJUSTMENT.  No adjustment in the number of Warrant
     Shares purchasable hereunder or the Exercise Price shall be required unless
     such adjustment would require an increase or decrease of at least one per
     cent (1%) in the number of Warrant Shares purchasable upon the exercise of
     each Warrant, or the Exercise Price, as the case may be; PROVIDED, HOWEVER,
     that any adjustments which by reason of this paragraph (d) are not required
     to be made shall be carried forward and taken into account in any
     subsequent adjustment.  All calculations under this Section 11 shall be
     made to the nearest cent or the nearest ten-thousandth of a share, as the
     case may be

          (e)  WARRANT SHARE ADJUSTMENT.  Upon each adjustment of the Exercise
     Price as a result of the calculations made in paragraph (a) or (b) above,
     each Warrant outstanding immediately prior to the making of such adjustment
     shall thereafter evidence the right to purchase, at the adjusted Exercise
     Price, that number of shares (calculated to the nearest ten-thousandth)
     obtained by (A) multiplying (x) the number of shares covered by a Warrant
     immediately prior to such adjustment of the Exercise Price by (y) the
     Exercise Price in effect immediately prior to such adjustment of the
     Exercise Price and (ii) dividing the product so obtained by the Exercise
     Price in effect immediately after such adjustment of the Exercise Price.

          (f)  NOTICE OF ADJUSTMENT.  Whenever the number of Warrant Shares
     purchasable upon the exercise of Warrants or the Exercise Price of such
     Warrant Shares is adjusted, as herein provided, the Company shall cause the
     Warrant Agent promptly to mail by first class mail, postage prepaid, to
     each Holder of a Warrant 

                                      8

<PAGE>
     or Warrants notice of such adjustment or adjustments and shall deliver 
     to the Warrant Agent a certificate of a firm of independent public 
     accountants selected by the Board of Directors of the Company (who may 
     be the regular accountants employed by the Company) setting forth (A) 
     the number of Warrant Shares purchasable upon the exercise of each 
     Warrant and the Exercise Price of such Warrant Shares after such 
     adjustment, (B) a brief statement of the facts requiring such adjustment 
     and (C) the computation by which such adjustment was made.  Such 
     certificate shall be conclusive evidence of the correctness of such 
     adjustment.  The Warrant Agent shall be entitled to rely on such 
     certificate and shall be under no duty or responsibility with respect to 
     any such certificate, except to exhibit the same, from time to time, to 
     any Holder desiring an inspection thereof during reasonable business 
     hours. The Warrant Agent shall not at any time be under any duty or 
     responsibility to any Holders to determine whether any facts exist that 
     may require any adjustment of the Exercise Price or the number of 
     Warrant Shares or other stock or property purchasable upon exercise 
     thereof or with respect to the nature or extent of any such adjustment 
     when made, or with respect to the method employed in making such 
     adjustment.

          (g)  DEFINITION OF COMMON STOCK.  For the purpose of this subsection
     11.1, the term "Common Stock" shall mean (A) the class of stock designated
     as the Common Stock of the Company at the date of this Agreement or (B) any
     other class of stock resulting from successive changes or reclassifications
     of such shares consisting solely of changes in par value, or from par value
     to no par value or from no par value to par value.  In the event that at
     any time, as a result of an adjustment made pursuant to paragraph (a)
     above, the Holders of a Warrant or Warrants shall become entitled to
     purchase any securities of the Company other than Common Stock, thereafter
     the number of such other securities so purchasable upon exercise of each
     Warrant and the Exercise Price of such securities shall be subject to
     adjustment from time to time in a manner and on terms as nearly equivalent
     as practicable to the provisions with respect to the Warrant Shares
     contained in this subsection 11.1 and the provisions of Section 6 and
     subsections 11.2 and 11.3, inclusive, with respect to the Warrant Shares,
     shall apply on like terms to any such other securities.

          (h)  COMPANY MAY REDUCE EXERCISE PRICE OR INCREASE NUMBER OF WARRANT
     SHARES PURCHASABLE.  The Company may, at its option, at any time during the
     term of the Warrants, reduce the then current Exercise Price, or increase
     the number of Common Shares purchasable upon exercise of each Warrant, to
     any amount deemed appropriate by the Board of Directors of the Company.

          (i)  SUBSEQUENTLY ISSUED WARRANTS.  All Warrants originally issued by
     the Company subsequent to any adjustment made to the Exercise Price
     hereunder shall evidence the right to purchase, at the adjusted Exercise
     Price, the number of shares of Common Stock purchasable from time to time
     hereunder upon exercise of the Warrants, all subject to further adjustment
     as provided herein.

                                      9
<PAGE>

          (j)  NUMBER OF WARRANT SHARES ON WARRANT CERTIFICATES.  Irrespective
     of any adjustment or change in the Exercise Price or the number of shares
     of Common Stock issuable upon the exercise of the Warrants, the Warrant
     certificates theretofore and thereafter issued may continue to express the
     Exercise Price per share and the number of shares which were expressed upon
     the initial Warrant certificates issued hereunder.

          11.2. NO ADJUSTMENT FOR DIVIDENDS.  Except as provided in subsection
11.1, no adjustment in respect of any dividends made on a quarterly or other
periodic basis out of retained earnings shall be made during the term of a
Warrant or upon the exercise of a Warrant.

          11.3. PRESERVATION OF PURCHASE RIGHTS AND ADJUSTMENT OF EXERCISE PRICE
UPON MERGER, CONSOLIDATION, ETC.  In case the Company shall consolidate or merge
with or into any other corporation (other than a consolidation or merger in
which the Company is the surviving corporation and each share of Common Stock
outstanding immediately prior to such consolidation or merger is to remain
outstanding immediately after such consolidation or merger and no cash,
securities or other property is distributed with respect to such shares) or
shall sell or transfer all or substantially all of its assets to any
corporation, the Company or such successor or purchasing corporation, as the
case may be (collectively, the "acquiring corporation"), shall execute with the
Warrant Agent an agreement that each Holder of a Warrant shall have the right
thereafter upon payment of the Exercise Price in effect immediately prior to
such action to purchase upon exercise of each Warrant the kind and amount of
shares and other securities, cash and other property that he or she would have
owned or have been entitled to receive after the happening of such
consolidation, merger or sale had such Warrant been exercised immediately prior
to such action (assuming that such Holder, as a holder of Common Stock prior to
such action, would not have exercised any rights of election as a holder of
Common Stock as to the kind or amount of securities, cash or other property
receivable upon such consolidation, merger or sale; provided, that if the kind
or amount of securities, cash or other property receivable upon such
consolidation, merger or sale is not the same for each non-electing share of
Common Stock, then the kind and amount of securities, cash or other property
receivable shall be deemed to be the kind and amount so receivable by a
plurality of the non-electing shares).  The Company shall mail by first-class
mail, postage prepaid, to each Holder, notice of the execution of any agreement
with an acquiring corporation as provided in the first sentence of this
subsection 11.3.  In addition to any adjustments required by this subsection
11.3, such agreement shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
11.  The Company shall not effect any such consolidation, merger or sale unless
prior to or simultaneously with the consummation thereof the acquiring
corporation (if other than the Company) resulting from such consolidation or
merger or the acquiring corporation purchasing such assets or other appropriate
corporation or entity shall assume, by written instrument executed and delivered
to the Warrant Agent, the obligation to deliver to each Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such Holder may be entitled to receive and the other obligations of the Company
under this Agreement.  The provisions of this subsection 11.3 shall similarly
apply to successive consolidations, mergers, 


                                 10
<PAGE>

sales or conveyances.  The Warrant Agent shall be under no duty or 
responsibility to determine the correctness of any provisions contained in 
any such agreement relating either to the kind or amount of shares of stock 
or other securities, cash or property receivable upon exercise of Warrants or 
with respect to the method employed and provided therein for any adjustments.

          11.4  NO ADJUSTMENT FOR EMPLOYEE COMPENSATION AND ISSUANCES TO ALVAREZ
& MARSAL, INC.  Notwithstanding anything to the contrary contained herein, no
adjustment to the Exercise Price or the number of shares of Common Stock
purchasable upon exercise of any Warrant shall be made in connection with the
issuance by the Company of any shares of Common Stock or options to purchase
Common Stock or other securities which may be convertible or exercisable into
shares of Common Stock to (i) any employee of the Company as compensation for
services rendered to the Company or (ii) Alvarez & Marsal, Inc. ("A&M") or any
of its affiliates, in connection with the management services to be provided by
A&M to the Company under that certain Management Services Agreement dated as of
January 31, 1997 between the Company, A&M, A&M Investment Associates #3, LLC,
Antonio C. Alvarez II, Cerberus Partners, L.P. and certain of A&M's employees.

          SECTION 12.    NO RIGHTS AS STOCKHOLDERS; NOTICES TO WARRANT HOLDERS.

          (a)  Nothing contained in this Agreement or in any of the Warrants
     shall be construed as conferring upon the Holders or their transferees the
     right to vote or to receive dividends or to consent or to receive notice as
     shareholders in respect of any meeting of shareholders for the election of
     directors of the Company or any other matter, or any rights whatsoever as
     shareholders of the Company.  If prior to the expiration of the Warrants:

               (A)  the Company shall declare a dividend or other distribution
     on its Common Shares, other than (i) in cash as described in Section 11.2,
     (ii) in other shares of Common Stock, or (iii) in rights to purchase shares
     of Common Stock or other securities of the Company of the character
     described in paragraph (a) of subsection 11.1; or

               (B)  the Company shall authorize the issuance to all holders of
     its Common Stock of rights or warrants entitling them to subscribe for or
     purchase any Common Stock or any other subscription rights or warrants
     (other than rights of the character described in paragraph (a) of
     subsection 11.1); or

               (C)  there shall occur a reclassification of the capital stock of
     the Company (other than a subdivision or combination of its outstanding
     Common Stock); or

               (D)  the Company shall propose to effect any consolidation or
     merger into or with, or to effect any sale or other transfer requiring an
     adjustment pursuant to Section 11.3; or

                                 11
<PAGE>

               (E)  the Company shall take an action ("Adjustment Action") which
     would cause an adjustment pursuant to Section 11 hereof of the number or
     kind of Common Stock (or other securities) purchasable upon the exercise of
     each Warrant or of the Exercise Price that would have the effect of
     reducing the price payable for a share of the Company's capital stock by a
     Holder upon exercise of a Warrant to an amount which is less than the
     current value of such share; or

               (F)  a voluntary or involuntary dissolution, liquidation or
     winding up of the Company shall be proposed;

then, in any such event, the Company shall cause to be mailed to the Warrant
Agent and the Holders in the manner provided in Section 21 hereof, at least 20
days prior to the applicable record or effective date hereinafter specified, a
notice stating (i) the date as of which the holders of record of Common Stock to
be entitled to such dividend, distribution, rights or warrants are to be
determined, or (ii) the date on which such reclassification, Adjustment Action,
consolidation, merger, sale, transfer, dissolution, liquidation, or winding up
is expected to become effective, and the date as of which it is expected that
holders of record of Common Stock shall be entitled to exchange their shares of
securities or other property, if any, deliverable upon such reclassification,
Adjustment Action, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.  Such notice shall also state whether such
transaction will result in any adjustment of the number or kind of Common Stock
(or other securities) purchasable upon the exercise of a Warrant or of the
Exercise Price and, if so, shall set forth the nature thereof and the date upon
which it will become effective.  In the event the Company gives notice to the
holders of its Common Stock of the declaration or distribution of rights to
purchase Common Stock or other securities of the Company of the character
described in paragraph (a) of subsection 11.1, the Company will give
concurrently a similar notice to the Holders in the manner provided in Section
21 hereof.  The failure to give the notices required by this Section 12, or any
defect therein, shall not affect the legality or validity of any such dividend,
distribution, right, warrant, reclassification, Adjustment Action, dissolution,
liquidation or winding up or other action, or the vote on any action authorizing
the same.







                                 12
<PAGE>

          SECTION 13.    PURCHASE RIGHTS.

          If at any time or from time to time on or after the date of the
Agreement, the Corporation shall give notice (a "Purchase Rights Notice")
pursuant to paragraph (B) of Section 12(a) of an issuance of rights or warrants,
(the "Purchase Rights") to all record holders of Common Stock, such issuance
shall not result in an adjustment of the Exercise Price or the number of
Warrants under Section 11 hereof, but each Holder shall be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such Holder could have acquired if it had held the number of shares of
Common Stock acquirable upon exercise of the Warrants immediately before the
record date for the grant, issuance, or sale of such Purchase Rights.  The
Purchase Rights Notice shall describe the Purchase Rights and their availability
to the Holders.

          SECTION 14.    FRACTIONAL SHARES OF COMMON STOCK.

          The Company will not issue fractions of Warrants or distribute Warrant
certificates which evidence fractional Warrants.  In lieu of such fractional
Warrants, there shall be paid to the Holders to whom Warrant certificates
representing such fractional Warrants would otherwise be issuable an amount in
cash equal to the product of such fraction of a Warrant multiplied by the
current market price per share of Common Stock issuable with respect to such
fraction of a Warrant.

          SECTION 15.    RIGHT OF ACTION.

          All rights of action in respect of this Agreement are vested in the
respective Holders of the Warrant certificates, and any Holder of any Warrant
certificate, without the consent of the Warrant Agent or of the Holder of any
other Warrant certificate, may, on such Holder's own behalf and for such
Holder's own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company to enforce, or otherwise act in respect of,
such Holder's right to exercise the Warrants evidenced by such Warrant
certificate in the manner provided in such Warrant certificate and in this
Agreement.

          SECTION 16.    INSPECTION OF WARRANT AGREEMENT.

          The Warrant Agent shall keep copies of this Agreement and any notices
given or received hereunder available for inspection by the Holders during
normal business hours at its office in the City of New York for that purpose. 
The Company shall supply the Warrant Agent from time to time with such numbers
of copies of this Agreement as the Warrant Agent may request.

          SECTION 17.    MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT
                         AGENT.

          Any corporation into which the Warrant Agent may be merged or with
which it may be consolidated, or any corporation resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to the stock 



                                 13
<PAGE>

transfer or corporate trust business of the Warrant Agent, shall be the 
successor to the Warrant Agent hereunder without the execution or filing of 
any paper or any further act on the part of any of the parties hereto, 
provided that such corporation would be eligible for appointment as successor 
Warrant Agent under the provisions of Section 19 hereof.  In case at the time 
such successor to the Warrant Agent shall succeed to the agency created by 
this Agreement any of the Warrants shall have been countersigned but not 
delivered, any such successor to the Warrant Agent may adopt the 
countersignature of the original Warrant Agent and deliver such Warrants so 
countersigned; and in case at that time any of the Warrants shall not have 
been countersigned, any successor to the Warrant Agent may countersign such 
Warrants either in the name of the predecessor Warrant Agent or in the name 
of the successor Warrant Agent, and in all such cases such Warrants shall 
have the full force provided in the Warrants and in this Agreement.

          In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignatures under its prior
name and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign
such Warrants either in its prior name or in its changed name; and in all such
cases such Warrants shall have the full force provided in the Warrants and in
this Agreement.

          SECTION 18.    CONCERNING THE WARRANT AGENT.

          The Warrant Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the Holders of Warrants, by their acceptance thereof, shall be
bound:

          18.1.     DISCLAIMER OF REPRESENTATIONS.  The statements contained
     herein and in the Warrants shall be taken as statements of the Company, and
     the Warrant Agent assumes no responsibility for the correctness of any of
     the same except such as describe the Warrant Agent or action taken by it. 
     The Warrant Agent assumes no responsibility with respect to the
     distribution of the Warrants except as herein otherwise provided.

          18.2.     NO RESPONSIBILITY FOR FAILURE OF COMPANY'S COVENANTS.  The
     Warrant Agent shall not be responsible for any failure of the Company to
     comply with any of the covenants contained in this Agreement or in the
     Warrants.

          18.3.     DELEGATION.  The Warrant Agent may execute and exercise any
     of the rights or powers hereby vested in it or perform any duty hereunder
     either itself or by or through its attorneys or agents (which shall not
     include its employees), and the Warrant Agent shall not be answerable or
     accountable for any act, neglect or misconduct of any such attorneys or
     agents or for any loss to the Company resulting from such neglect or
     misconduct provided reasonable care shall have been exercised in the
     selection and continued employment thereof.



                                 14
<PAGE>

          18.4.     OPINION OF COUNSEL.  The Warrant Agent may consult at any
     time with legal counsel satisfactory to it, and the Warrant Agent shall
     incur no liability or responsibility to the Company or to any Holder in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in accordance with the opinion or the advice of such counsel.

          18.5.     OFFICER'S CERTIFICATE.  Whenever in the performance of its
     duties under this Agreement the Warrant Agent shall deem it necessary or
     desirable that any fact or matter be proved or established by the Company
     prior to taking or suffering any action hereunder, such fact or matter
     (unless other evidence in respect thereof be herein specifically
     prescribed) may be deemed to be conclusively proved and established by a
     certificate signed by the Chairman of the Board, the President, any Vice
     President, the Treasurer or the Secretary of the Company and delivered to
     the Warrant Agent; and such certificate shall be full authorization to the
     Warrant Agent for any action taken or suffered in good faith by it under
     the provisions of this Agreement in reliance upon such certificate.

          18.6.     COMPENSATION AND REIMBURSEMENT.  The Company agrees to pay
     the Warrant Agent reasonable compensation for all services rendered by the
     Warrant Agent in the performance of its duties under this Agreement, to
     reimburse the Warrant Agent for all expenses, taxes and governmental
     charges and other charges of any kind and nature reasonably incurred by the
     Warrant Agent in the performance of its duties under this Agreement, and
     agrees to indemnify the Warrant Agent and save it harmless against any and
     all liabilities, including judgments, costs and reasonable counsel fees,
     for anything done or omitted by the Warrant Agent in the performance of its
     duties under this Agreement except as a result of the Warrant Agent's gross
     negligence or willful misconduct.

          18.7.     NO ACTION WITHOUT ASSURANCE OF REIMBURSEMENT.  The Warrant
     Agent shall be under no obligation to institute any action, suit or legal
     proceeding or to take any other action likely to involve expense unless the
     Company or one or more Holders shall furnish the Warrant Agent with
     reasonable security and indemnity for any costs and expenses which may be
     incurred; but this provision shall not affect the power of the Warrant
     Agent to take such action as the Warrant Agent may consider proper, whether
     with or without any such security or indemnity.  All rights or action under
     this Agreement or under any of the Warrants may be enforced by the Warrant
     Agent without the possession of any of the Warrants or the production
     thereof at any trial or other proceeding relative thereto, and any such
     action, suit or proceeding instituted by the Warrant Agent shall be brought
     in its name as Warrant Agent, and any recovery of judgment shall be for the
     ratable benefit of the Holders, as their respective rights or interests may
     appear.

          18.8.     CONFLICTS OF INTEREST.  The Warrant Agent and any
     stockholder, director, officer or employee of the Warrant Agent may buy,
     sell or deal in any of the Warrants or other securities of the Company or
     become pecuniarily interested in any transaction in which the Company may
     be interested, or contract with or lend money 

                                 15
<PAGE>

     to the Company or otherwise act as fully and freely as though it were 
     not Warrant Agent under this Agreement.  Nothing herein shall preclude 
     the Warrant Agent from acting in any other capacity for the Company or 
     for any other legal entity.

          18.9.     SOLELY AS AGENT.  The Warrant Agent shall act hereunder
     solely as agent, and its duties shall be determined solely by the
     provisions hereof.  The Warrant Agent shall not be liable for anything that
     it may do or refrain from doing in connection with this Agreement except
     for its own gross negligence or bad faith.

          18.10.    RELIANCE ON DOCUMENTS.  The Warrant Agent will not incur any
     liability or responsibility to the Company or to any Holder of any Warrant
     for any action taken in reliance on any notice, resolution, waiver,
     consent, order, certificate, or other paper, document or instrument
     reasonably believed by it to be genuine and to have been signed, sent or
     presented by the proper party or parties.

          18.11.    NO REPRESENTATION REGARDING VALIDITY, ETC.  The Warrant
     Agent shall not be under any responsibility in respect of the validity of
     this Agreement or the execution and delivery hereof (except the due
     execution and delivery hereof by the Warrant Agent) or in respect of the
     validity or execution of any Warrant (except its countersignature thereof);
     nor shall the Warrant Agent by any act hereunder be deemed to make any
     representation or warranty as to the authorization or reservation of any
     Warrant Shares (or other stock) to be issued pursuant to this Agreement or
     any Warrant, or as to whether any Warrant Shares (or other stock) will when
     issued be validly issued, fully paid and nonassessable, or as to the
     Exercise Price or the number or amount of Warrant Shares or other
     securities or other property issuable upon exercise of any Warrant.

          18.12.    INSTRUCTIONS FROM COMPANY.  The Warrant Agent is hereby
     authorized and directed to accept instructions with respect to the
     performance of its duties hereunder from the Chairman of the Board, the
     President, any Vice President, the Treasurer or the Secretary of the
     Company, and to apply to such officers for advice or instructions in
     connection with its duties, and shall not be liable for any action taken or
     suffered to be taken by it in good faith in accordance with instructions of
     any such Officers.

          SECTION 19.    CHANGE OF WARRANT AGENT.

          The Warrant Agent may resign and be discharged from its duties 
under this Agreement by giving to the Company 60 days' notice in writing.  
The Warrant Agent may be removed by like notice to the Warrant Agent from the 
Company.  If the Warrant Agent shall resign or be removed or shall otherwise 
become incapable of acting, the Company shall appoint a successor to the 
Warrant Agent.  If the Company shall fail to make such appointment within a 
period of 50 days after such notice of removal or after it has been notified 
in writing of such resignation or incapacity by the resigning or 
incapacitated Warrant Agent or by any Holder (who shall with such notice 
submit his Warrant for inspection by the Company), then the resigning, 
discharged or removed Warrant Agent or 

                                 16
<PAGE>

any Holder may apply to any court of competent jurisdiction for the 
appointment of a successor to the Warrant Agent.  Any successor warrant 
agent, whether appointed by the Company or such court, shall be (a) a bank or 
trust company, in good standing, incorporated under the laws of the United 
States of America or any state thereof and having at the time of its 
appointment as warrant agent a combined capital and surplus of at least 
$100,000,000, as set forth in its most recent published annual report of 
condition or (b) an affiliate of a corporation described in clause (a) above. 
 After appointment, the successor warrant agent shall be vested with the same 
powers, rights, duties and responsibilities as if it had been originally 
named as Warrant Agent hereunder without further act or deed; but the former 
Warrant Agent shall deliver and transfer to the successor warrant agent any 
property at the time held by it hereunder, and shall execute and deliver any 
further assurance, conveyance, act or deed necessary for the purpose.  
Failure to file any notice provided for in this Section 19, however, or any 
defect therein, shall not affect the legality or validity of the resignation 
or removal of the Warrant Agent or the appointment of the successor warrant 
agent, as the case may be.  In the event of such resignation or removal, the 
successor warrant agent shall mail, by first-class mail, postage prepaid, to 
each Holder, written notice of such removal or resignation and the name and 
address of such successor warrant agent.

          SECTION 20.    IDENTITY OF TRANSFER AGENT.

          Forthwith upon the appointment of any subsequent Transfer Agent for
the Company's shares of Common Stock, or any other shares of the Company's
capital stock issuable upon the exercise of the rights of purchase represented
by the Warrants, the Company will file with the Warrant Agent a statement
setting forth the name and address of such Transfer Agent.

          SECTION 21.    NOTICES.

          Any notice pursuant to this Agreement by the Company or by the Holder
of any Warrant to the Warrant Agent, or by the Warrant Agent or by the Holder of
any Warrant to the Company, shall be in writing and shall be deemed to have been
duly given if delivered or mailed by certified mail, return receipt requested,
(a) if to the Company, to WEI Acquisition Co., 19701 Hamilton Avenue, Torrance,
California 90502-1334, Attention:  Henry Del Castillo and, if to the Warrant
Agent, to United States Trust Company of New York; Corporate Trust Division, 114
West 47th Street, 15th Floor, New York, NY 10036-1532; Attention:  Louis Young. 
Each party hereto may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in writing to the other
party.

          Any notice mailed pursuant to this Agreement by the Company or the
Warrant Agent to the Holders of Warrants shall be in writing and shall be deemed
to have been duly given if mailed by first-class mail, postage prepaid, to such
Holders at their respective addresses on the Warrant Register of the Warrant
Agent.

                                 17
<PAGE>

          SECTION 22.    SUPPLEMENTS AND AMENDMENTS.

          (a)  The Company and the Warrant Agent may from time to time
supplement or amend this Agreement, without the approval of any Holder in order
to cure any ambiguity or to correct or supplement any provision contained herein
that may be defective or inconsistent with any other provisions herein, or to
make any other provisions with regard to matters or questions arising hereunder
that the Company and the Warrant Agent may deem necessary or desirable and that
shall not adversely affect the interests of the Holders of Warrants.

          (b)  In addition to the foregoing, with the consent of Holders of
Warrants entitled, upon exercise thereof, to receive not less than two-thirds of
the shares of Common Stock issuable thereunder, the Company and the Warrant
Agent may modify this Agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
modifying in any manner the rights of the Holders of the Warrants; provided,
however, that no modification of the terms (including, but not limited to the
adjustments described in Section 11) upon which the Warrants are exercisable or
reducing the percentage required for consent to modification of this Agreement,
no acceleration of the Expiration Date and no increase in the Exercise Price
may, in each case, be made without the consent of the Holder of each outstanding
Warrant affected thereby.
          
          SECTION 23.    SUCCESSORS.

          All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.

          SECTION 24.    MERGER OR CONSOLIDATION OF THE COMPANY.

          The Company will not merge or consolidate with or into any other
corporation unless the corporation resulting from such merger or consolidation
(if not the Company) shall expressly assume, by supplemental agreement
satisfactory in form to the Warrant Agent in the exercise of its reasonable
judgment and executed and delivered to the Warrant Agent, the due and punctual
performance and observance of each and every covenant and condition of this
Agreement to be performed and observed by the Company.

          SECTION 25.    APPLICABLE LAW.

          This Agreement and each Warrant issued hereunder shall be deemed to be
a contract made under the internal laws of the State of New York (without
preference to conflicts of law principles) and for all purposes shall be
construed in accordance with the laws of said State.

                                 18
<PAGE>

          SECTION 26.    BENEFITS OF THIS AGREEMENT.

          Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant Agent and the Holders of the
Warrants any legal or equitable right, remedy or claim under this Agreement; and
this Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent, and their respective successors and assigns hereunder, and the
holders from time to time of the Warrants.

          SECTION 27.    COUNTERPARTS.

          This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

          SECTION 28.    CAPTIONS.

          The captions of the Sections and subsections of this Agreement have
been inserted for convenience only and shall have no substantive effect.

          SECTION 29.    PLAN OF REORGANIZATION.

          The Company will comply for the benefit of the Holders with
Section 8.04 of the POR.

                                 19
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.


                              WEI ACQUISITION CO.



                              By   /s/ Robert C. Davenport
                                   ----------------------------
                                   Name: Robert C. Davenport
                                   Title: Chief Financial Officer and Secretary



                              UNITED STATES TRUST COMPANY OF NEW YORK
                                   as Warrant Agent



                              By   /s/ Louis P. Young
                                   ----------------------------
                                   Name: Louis P. Young
                                   Title: Vice President


                                     S-1
<PAGE>

                TRANCHE A WARRANT TO PURCHASE COMMON STOCK VOID AFTER
                    5:00 P.M., NEW YORK TIME, ON JANUARY 31, 2002
                                           
                            WHEREHOUSE ENTERTAINMENT, INC.
                                           


        This certifies that, for value received, ___________________________ 
or registered assigns (the "Holder"), is entitled to purchase from Wherehouse 
Entertainment, Inc., a Delaware corporation (the "Company"), until 5:00 P.M., 
New York time, on January 31, 2002, or such other date as may be provided for 
pursuant to the Warrant Agreement referred to below (the "Expiration Date"), 
at the purchase price of $2.38 per share (the "Exercise Price"), a number of 
shares of Common Stock, par value $0.01 per share, of the Company (the 
"Common Stock") that is equal to the number of Warrants represented hereby.  
The number of shares purchasable upon exercise of this Warrant and the 
Exercise Price per share are subject to adjustment from time to time as set 
forth in the Warrant Agreement referred to below.

        The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form on the reverse
side hereof duly executed (with a signature guarantee if required by the Warrant
Agreement) and simultaneous payment of the Exercise Price (subject to
adjustment) at the office or agency of the Company maintained for that purpose
in the City of New York.  Initially, United States Trust Company of New York
will act as Warrant Agent (the "Warrant Agent").  Payment of such price shall be
made at the option of the holder hereof by certified or cashier's check.  No
fractional shares will be issued upon the exercise of rights to purchase
hereunder, but the Company shall pay the cash value of any such fraction upon
the exercise of one or more Warrants, all as provided in the Warrant Agreement.

        Upon any partial exercise of this Warrant Certificate, there shall be
countersigned and issued to the Holder hereof a new Warrant Certificate in
respect of the shares as to which this Warrant shall not have been exercised. 
This Warrant Certificate may be exchanged at the office of the Warrant Agent
maintained for that purpose in the City of New York by surrender of this Warrant
Certificate properly endorsed (with a signature guarantee if required by the
Warrant Agreement), either separately or in combination with one or more other
Warrant Certificates, for one or more new Warrant Certificates for the same
aggregate number of shares as were evidenced by the Warrant Certificate or
Warrant Certificates exchanged.

        This Warrant Certificate is transferable at the office of the Warrant
Agent maintained for that purpose in the City of New York in the manner and
subject to the limitations set forth in the Warrant Agreement.

        The Warrants evidenced hereby are part of a duly authorized issue of
Common Stock Purchase Warrants with rights to purchase an aggregate of up to
576,000 

                                     1
<PAGE>

shares of Common Stock (subject to adjustment) and are issued under and in 
accordance with a Warrant Agreement dated as of January 31, 1997, between the 
Company and the Warrant Agent and are subject to the terms and provisions 
contained in the Warrant Agreement, to all of which the Holder of this 
Warrant Certificate by acceptance hereof consents.  Copies of the Warrant 
Agreement are on file at the above mentioned office of the Warrant Agent and 
may be obtained for inspection by the Holder hereof upon written request to 
the Warrant Agent.

          The Holder hereof may be treated by the Company, the Warrant Agent,
and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented hereby, or to the transfer hereof on the books of the Company, any
notice to the contrary notwithstanding, and until such transfer on such books,
the Company, the Warrant Agent and all such other persons may treat the
registered holder hereof as the owner for all purposes.

          The Warrants evidenced hereby do not entitle any Holder hereof to any
of the rights of a stockholder of the Company.

          This Warrant Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Warrant Agent.

                                     2
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be executed by its duly authorized officers and the corporate seal hereunto
affixed.

Dated:                        WHEREHOUSE ENTERTAINMENT, INC.



                              By: 
                                  -----------------------------
                                  Title:


                              ATTEST: 
                                      -------------------------
                                      Name:
                                      Title:


COUNTERSIGNED:

UNITED STATES TRUST COMPANY OF NEW YORK

WARRANT AGENT



By: 
    ----------------------
    Name:
    Title:


                                     3
<PAGE>

                            WHEREHOUSE ENTERTAINMENT, INC.

                                    PURCHASE FORM


          The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, ______ shares of Common Stock, provided for therein, and requests
that certificates for such shares of Common Stock be issued in the name of:

Name:     
          -------------------------------------------------------
Address:  
          -------------------------------------------------------

-----------------------------------------------------------------
Social Security or Taxpayer's
  Identification Number: 
                         ----------------------------------------

and, if said number of shares of Common Stock shall not be all the Common Stock
purchasable thereunder, that a new Warrant Certificate for the balance remaining
of the Common Stock purchasable under the within Warrant Certificate be
registered in the name of the undersigned Warrantholder or his or her Assignee
as below indicated and delivered to the address stated below.

Name of Warrantholder
  or Assignee:                
                              -----------------------------------
Address:                      
                              -----------------------------------
Social Security or Taxpayer's 
  Identification Number:      
                              -----------------------------------
Signature: 
           -------------------
Dated:    
           -------------------

Signature Guaranteed:

                              NOTICE:   The above signature must correspond with
                                        the name as written upon the face of
                                        this Warrant Certificate in every
                                        particular, without alteration or
                                        enlargement or any change whatever,
                                        unless this Warrant has been assigned.

                                     4
<PAGE>

                                      ASSIGNMENT

                               (To be signed only upon
                          assignment of Warrant Certificate)


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________
                  (Name of Assignee)

     __________________________________________________________

     __________________________________________________________

     __________________________________________________________

(Social Security or other Taxpayer Identification Number of Assignee)
the within Warrants, hereby irrevocably constituting and appointing
_____________________________________________________ Attorney to transfer
said Warrants on the books of the Company, with full power of substitution in
the premises.


                                      5
<PAGE>


     DATED:  _____________________


                              ______________________________
                              Signature of Registered Holder


Signature Guaranteed:

                              NOTICE:   The signature of this assignment must
                                        correspond with the name as it appears
                                        upon the face of the within Warrant
                                        Certificate in every particular, without
                                        alteration or enlargement or any change
                                        whatever.



                                      6