JOINT FILING AGREEMENT
Time Warner Inc., a Delaware corporation, and TWI CDNow Holdings
Inc., a Delaware corporation, each hereby agrees, in accordance with Rule
13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D
filed herewith, and any amendments thereto, relating to the shares of common
stock, without par value, of CDnow, Inc., a Pennsylvania corporation, is, and
will be, filed jointly on behalf of each such person.
Dated: March 22, 2000
TIME WARNER INC.,
by:/s/ Xxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
TWI CDNOW HOLDINGS INC.,
by:/s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Vice President
