AMENDMENT NUMBER 1 TO AGREEMENT OF PURCHASE AND SALE



          THIS AMENDMENT NUMBER 1 TO AGREEMENT OF PURCHASE AND
SALE (this "Amendment") is made and entered into as of the 28th
day of May, 1993, by and between WHEREHOUSE ENTERTAINMENT, INC.,
a Delaware corporation ("Purchaser"), and THE RECORD SHOP, INC.,
a Minnesota corporation ("Seller"), with reference to the
following facts:

     A.   Purchaser and Seller have entered into that certain
Agreement of Purchase and Sale dated May 10, 1993 (the "Purchase
Agreement"). 

     B.   Purchaser and Seller desire that the Purchase Agreement
be amended as hereinafter set forth.

          NOW, THEREFORE, the parties hereto hereby agree as
follows:

     1.   Amendment to Purchase Agreement.  Section 13.10 of the
Purchase Agreement is hereby amended to read in its entirety as
follows:

     "13.10    Exhibits and Schedules.  Promptly following the
execution of this Agreement, (i) Purchaser and Seller shall
negotiate in good faith all of the documents to be attached
hereto as Exhibits and Schedules 2.2 and 4.7, (ii) Seller shall
provide to Purchaser all of the Schedules other than Schedules
2.2, 4.7 and 6.2 ("Seller's Schedules"), and (iii) Purchaser
shall provide to Seller Schedule 6.2 ("Purchaser's Schedule"). 
Following negotiation of the Exhibits and Schedules 2.2 and 4.7
and delivery of Seller's Schedules and Purchaser's Schedule,
Purchaser and Seller shall execute an amendment to this Agreement
incorporating said Exhibits and Schedules herein.  In the event
that the said amendment is not executed and delivered on or prior
to June 4, 1993 due to the fact that the Exhibits have not been
completed or Seller has failed to deliver all of Seller's
Schedules, Purchaser may terminate this Agreement in its sole
discretion.  In the event that said amendment is not executed and
delivered on or prior to June 4, 1993 due to the fact that the
Exhibits have not been completed or Purchaser has failed to
deliver Purchaser's Schedule, Seller may terminate this Agreement
in its sole discretion.  Notwithstanding anything to the contrary
contained in this Section 13.10, Seller and Purchaser hereby
acknowledge and agree that Schedules 2.2 and 4.7 may be completed
at any time prior to the Closing."

     2.   Full Force and Effect.  Except as expressly amended
hereby, the Purchase Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date
hereof.

     3.   Governing Law.  This Amendment shall be construed in
accordance with and governed by the laws of the State of
California, without giving effect to that State's conflicts of
law rules.

     4.   Counterparts.  This Amendment may be executed in one or
more counterparts, each of which is deemed an original, but all
of which together shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first above written.


PURCHASER:                         SELLER:

WHEREHOUSE ENTERTAINMENT, INC.,    THE RECORD SHOP, INC. 
a Delaware corporation             a Minnesota corporation

By:  /s/ Scott Young               By:  /s/ Mary Ann Levitt      

     ---------------------              -----------------------
     Scott Young                        Mary Ann Levitt
     Its:  President                    Its: President

By:  /s/ Cathy Wood
     ---------------------
     Cathy Wood
     Its: Secretary 







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