0001104659-05-017479 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 21st, 2005 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2005, between Music & Arts Center, Inc., a Maryland corporation (the “Company”), and Kenneth O’Brien (the “Executive”). This Agreement shall become effective as of the Effective Time as such term is defined in that certain Agreement and Plan of Merger, dated as of February 8, 2005, by and among Guitar Center Stores, Inc., a Delaware corporation (“GCSI”), GCSI Acquisition Corp., a Maryland corporation, the Company, the Executive and the other parties thereto (the “Merger Agreement”). Unless otherwise capitalized herein, defined terms used in this Agreement shall have the meanings ascribed to them in the Merger Agreement.

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AGREEMENT NOT TO COMPETE
Agreement • April 21st, 2005 • Guitar Center Inc • Retail-radio, tv & consumer electronics stores • Delaware

THIS AGREEMENT NOT TO COMPETE (this “Agreement”) is made and entered into as of April 15, 2005, by and between Guitar Center Stores, Inc., a Delaware corporation (“Parent”), and Kenneth M. O’Brien (the “Seller”).

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