<PAGE>



                                   Exhibit 10.8

        Order Fulfillment Agreement with Valley Media, Inc. dated May 4, 1999


<PAGE>

Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


                             ORDER FULFILLMENT AGREEMENT

This Order Fulfillment Agreement ("Agreement") is entered into effective as
of the  4  day of  MAY  1999, by and between COOL ENTERTAINMENT, INC.
("Retailer") and I.FILL, a division of Valley Media, Inc. ("Valley").

                                     BACKGROUND

A.   Valley has created databases known as "audioFILE" and "audioTRAX" which
     contain information regarding pre-recorded music and music related products
     ("Audio Product"), theatrical video and video related products ("Video
     Product"), theatrical DVD and DVD related products ("DVD Product") and
     video game and video game related products ("Game Product").  Audio, Video,
     DVD and Game Product may be collectively referred to herein as "Product".

B.   i.FILL provides to various retailers "direct-to-consumer" order fulfillment
     services, pursuant to which i.FILL picks, packs and ships Product to the
     retailer's customers.

C.   Retailer intends to operate on the World Wide Web an "on-line retail store"
     (the "Site") through which it intends to sell Product.

                                      AGREEMENT

Subject to the terms and conditions set forth below, the parties agree as
follows:

1.   BASIC AGREEMENT.  Retailer and i.FILL agree to develop a computer and
     customer service interface for the purposes of conducting small order
     Product transactions via an on-line music/video store and other direct
     response marketing efforts.  Retailer will build and maintain a web site.
     Retailer will also conduct all marketing and merchandising efforts, collect
     all orders and send such orders to i.FILL via EDI.  i.FILL will be
     responsible for picking, packing and shipping the orders directly to
     Retailer's customers.

2.   EXCLUSIVITY.  i.FILL will be the exclusive supplier of Product and related
     order fulfillment services for Retailer's customers within the United
     States, provided, however, that Retailer may utilize third parties as
     sources for Product not available through audioFILE or otherwise through
     Valley if Retailer has given i.FILL thirty (30) calendar days notice of its
     intention to do so and i.FILL fails to make the specified Product available
     by the end of such period.

3.   TECHNICAL ASSISTANCE.  i.FILL shall provide technical assistance to
     Retailer for the testing of their EDI transmission of orders to Valley's
     Bulletin Board System or FTP server.


                                                                             1
<PAGE>

Cool Entertainment / i.FILL
Order Fulfillment Agreement                                         CONFIDENTIAL


4.   AUDIOFILE DATABASE.  i.FILL will license the audioFILE database for an
     annual licensing fee of $10,000.  The fee for the first year of the initial
     term of this Agreement is due and payable upon execution of this Agreement.
     The fee for the second year of the initial term of this Agreement is due
     and payable upon the first anniversary of the date of this Agreement.

5.   AUDIO PRODUCT PRICING.  i.FILL agrees to sell and Retailer agrees to
     purchase Audio Product at four percent (4%) below Valley's wholesale prices
     as set forth on the Audio Price Schedule, attached hereto as EXHIBIT A.
     Wholesale prices may be revised by Valley from time to time, effective upon
     written notice to Retailer of such changes.

6.   VIDEO PRODUCT PRICING.  i.FILL agrees to sell and Retailer agrees to
     purchase Video Product at thirty-eight percent (38%) below suggested retail
     price.

7.   DVD PRODUCT PRICING.  i.FILL agrees to sell and Retailer agrees to purchase
     DVD Product at the studio-specific prices as set forth on the DVD Price
     Schedule, attached hereto as EXHIBIT B.  Studio-specific prices may be
     revised by Valley from time to time, effective upon written notice to
     Retailer of such changes.

8.   GAME PRODUCT PRICING.  i.FILL agrees to sell and Retailer agrees to
     purchase Game Product at Valley's wholesale prices as set forth in the
     audioFILE database.  Valley's Game Product wholesale prices may be revised
     from time to time, effective upon audioFILE database revisions of same.

9.   VOLUME REBATES.  For purposes of this Agreement, "Net Product Purchases"
     means Retailer's gross purchases of Product from Valley, not including
     fulfillment and shipping charges, and less returns.  In the event that
     Retailer's Net Product Purchases exceed $3,500,000 per year within one year
     of the date of this Agreement or the subsequent one year period during the
     term of this Agreement, Retailer shall receive rebates based on the
     incremental Annual Net Product Purchases as follows:

<TABLE>
<CAPTION>

          ANNUAL NET PRODUCT PURCHASES      REBATE
          ----------------------------      ------
          <S>                               <C>
          $ 3,500,001 - $ 5,000,000         1% of the portion of Annual Net
                                              Product Purchases of
                                              $3,500,001 - $5,000,000
          $ 5,000,001 - $ 7,500,000         2% of the portion of Annual Net
                                              Product Purchases of
                                              $5,000,001 - $7,500,000
          $ 7,500,001 - $10,000,000         3% of the portion of Annual Net
                                              Product Purchases of
                                              $7,500,001 - $10,000,000
          $10,000,001 +                     4% of the portion of Annual Net
                                              Product Purchases of
                                              $10,000,001 +
</TABLE>


                                                                             2
<PAGE>

Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


     9.1.   REBATE DISCOUNTS.  Although purchases of DVD and Game Product shall
            accrue toward the annual sales volume needed to receive Rebates.
            Rebate discounts will be applied to Audio and Video Product
            purchases only.  Rebate discounts will not apply to DVD and Game
            Product purchases.  Rebates are calculated on a yearly basis
            beginning on January 1, 1999.  At year-end the Rebate will be
            calculated on Net Product Purchases for the calendar year (on a pro
            rata basis) and shall appear as a credit on Retailer's next invoice.

10.  CUSTOM INVOICE.  i.FILL will create a custom invoice with Retailer's logo,
     product return and customer service information printed on same.  i.FILL
     will waive the usual $500 fee for this service.  Subsequent changes to the
     invoice will be made for a fee to be negotiated by the parties.

11.  ORDER PLACEMENT.  Retailer will collect all orders and send such orders to
     i.FILL via EDI.

     11.1.  AUDIO PRE-ORDERS.  Orders for new release Product that are placed
            with i.FILL prior to the date that that new release title is first
            to be made available to consumers (the "Street Date") are defined as
            Pre-Orders.  Retailer shall collect Audio Product pre-orders until
            four days prior to the Street Date, at which point such Pre-Orders
            will be forwarded in a separate batch to i.FILL on the date and time
            of day required by i.FILL.  i.FILL shall ship all Pre-Orders no
            later than Street Date minus one day, provided i.FILL has received
            the new release title(s) from the label/distributor of such new
            release(s) in time for processing.  If a Street Date is delayed,
            Retailer will be responsible for holding the Pre-Orders until four
            (4) days before the new Street Date.

     11.2.  VIDEO, DVD AND GAME PRE-ORDERS.  Retailer shall forward to i.FILL
            all Video, DVD and Game Pre-Orders as it receives them (in batches
            separate from regular orders) up to one day prior to pre-book date.
            Retailer shall mark each Pre-Order "ship comlete" by typing a "Y" in
            the "ship complete" field of the EDI inbound specifications.  i.FILL
            shall ship all Pre-Orders no later than Street Date minus one day,
            provided i.FILL has received the new release title(s) from the
            studio/distributor of such new release(s) in time for processing.
            If a Street Date is delayed, Retailer will be responsible for
            holding the Pre-Orders until four (4) days before the new Street
            Date.

     11.3.  BACK-ORDERS.  i.FILL shall ship the in-stock items of an order as
            set forth in this Agreement and, except as set forth in this
            section, will cancel the out of stock items.  Retailer may elect to
            have i.FILL hold an order that has one or more items out of stock
            until it is completely fulfilled by typing a "Y" in the "ship
            complete" field of the EDI inbound specifications.  Retailer will
            inform i.FILL the number of days, up to a maximum of 25 days (the
            "Hold Period"), that i.FILL is to hold the "ship complete" orders
            before shipping the available products and canceling the out of
            stock products.  In the event that all products included in an order
            are out


                                                                             3
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL

            of stock, i.FILL will hold the order for the Hold Period before
            canceling the order (subject to prior cancellation of such order by
            Retailer).

12.  ORDER FULFILLMENT.  The following sets forth i.FILL's fulfillment
     practices:

     12.1.  PRIORITY.  Priority orders are defined as orders shipped
            domestically for overnight or second-day air freight delivery.
            Priority orders received by i.FILL on any business day by 10:00 a.m.
            Pacific Time ("PT") will be shipped on the same day.  Orders
            received after 10:00 a.m. PT will be shipped the following business
            day provided that the Product ordered is in stock at that time.

     12.2.  STANDARD.  Standard orders are defined as all orders shipped
            domestically or internationally for other than overnight or
            second-day air freight delivery.  On any business day that i.FILL
            receives Standard orders by 1:00 p.m. PT, it will ship the orders
            the following business day.  Standard orders received after
            1:00 p.m. PT will be deemed received the next business day and
            i.FILL will ship these orders the business day after the day they
            are deemed to be received provided that the Product ordered is in
            stock at that time.

     12.3.  PEAK PERIODS.  The first day of a business week and any day on which
            order volume is greater than 20% above average (calculated on a
            floating 30-day basis) is defined as a Peak Period.  i.FILL shall
            use best efforts to adhere to the fulfillment policies set forth
            above during Peak Periods, but its failure to so adhere during Peak
            Periods shall not be considered a default under this Agreement.

13.  FULFILLMENT FEES.  Unless otherwise provided in this Agreement, Retailer
     agrees to pay i.FILL the following fees for each order fulfilled by i.FILL.

     13.1.  PACKING AND HANDLING FEES.  For purposes of this Agreement, "Unit"
            means a single piece of Product or any multiple Product set that is
            shrink-wrapped together as one.  i.FILL will pick, pack and prepare
            Product for shipment to Retailer's customers according to the
            following schedule:

<TABLE>
<CAPTION>

            ANNUAL NET PRODUCT PURCHASES     1ST UNIT       ADD'L UNITS
            ----------------------------     --------       -----------
            <S>                              <C>            <C>
            $         0 - $ 5,000,000        $1.20          $0.50 each
            $ 5,000,001 - $ 7,500,000        $1.15          $0.50 each
            $ 7,500,001 - $10,000,000        $1.10          $0.50 each
            $10,000,001 +                    $1.05          $0.50 each
</TABLE>

            13.1.1. Contemporaneously upon meeting each of the above Annual Net
                    Product Purchases thresholds, the corresponding Packing and
                    Handling Fees will become effective and will appear on
                    Retailer's invoice.  For example, the order that raises
                    Retailer's Annual Net Product Purchases over $5,000,000,
                    will incur Packing and Handling Fees of $1.15 for the first
                    unit and $0.50 for each additional unit in that order and
                    those fees will


                                                                             4
<PAGE>

Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL

               appear on the same invoice that bills Retailer for the Product
               contained in that order.

     13.2.  SURCHARGES.  Retailer agrees to pay to i.FILL the following
            surcharges as applicable:

            13.2.1. INTERNATIONAL SHIPMENT SURCHARGE.  Surcharge of $0.50 per
                    order shipped internationally via integrated carrier.

            13.2.2. USPS PRIORITY MAIL INSURED SURCHARGE.  Surcharge of $0.50
                    per order shipped USPS Priorioty Mail Insured.

            13.2.3. MANUAL PROCESSING SURCHARGE.  In the event i.FILL receives
                    an order by any other means than EDI transmission (i.e., by
                    mail, facsimile, etc.) a surcharge of $1.50 per order shall
                    be assessed.

14.  SHIPPING.

     14.1.  RISK OF LOSS.  All shipments under this Agreement shall be F.O.B.
            Valley's shipping  facility.  Title and risk of loss with respect to
            all orders and products shipped by i.FILL or Valley under this
            Agreement shall pass to Retailer or it's customers upon delivery of
            the products to the carrier at the point of shipment.  In the event
            of shipping damage or orders lost in shipment, i.FILL will assist in
            filing a claim on behalf of Retailer and will credit Retailer any
            amounts received or credits to i.FILL in connection with each claim.

     14.2.  CHOICE OF CARRIER.  i.FILL will ship the order with the carrier
            requested by Retailer or its customer.  i.FILL will cancel any order
            for which the delivery address is not serviced by the indicated
            carrier, and will promptly notify Retailer of the same.  Retailer
            shall have the option to retransmit the order or be shipped via an
            alternate i.FILL supported carrier.

     14.3.  SHIPPING COSTS.  i.FILL will invoice Retailer's customers at such
            rates as are requested by Retailer.  Retailer will pay i.FILL
            shipping costs per the shipping tables attached hereto as EXHIBIT C
            (as amended from time to time by i.FILL).  i.FILL will provide
            Retailer written notice of shipping rate changes and the effective
            date of such changes.  i.FILL represents that the shipping costs
            charged to Retailer are its actual shipping costs (not considering
            rebates.)

15.  PRODUCT RETURNS.

     15.1.  DEFINITIONS.  For purposes of this Agreement, the terms set forth
            below shall be defined as follows.

            15.1.1. "Eligible Return Product" means any Product other than
                    ineligible Return Product.


                                                                             5
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                         CONFIDENTIAL


            15.1.2. "Defective Product" means any Eligible Return Product
                    returned to i.FILL or Valley that is identified as defective
                    when returned and which is actually defective.

            15.1.3. "Ineligible Return Product" means any of the following: (a)
                    Opended CDs from any of the following companies: (i)
                    Intersound, (ii) RYKO, (iii) Sony Music Entertainment, (iv)
                    Universal Music and Video Distributors ("UMVD"), (v) Warner,
                    (vi) Elektra or (vii) Atlantic; (b) Opened audio cassettes
                    from UMVD; (c) Opened Video Product; (d) Opened DVD Product;
                    (e) Opened Game Product; (f) accessories; (g) blank tape;
                    (h) counterfeit Product; (i) imports; (j) promos; (k)
                    limited editions; (l) Product identified in audioFILE as
                    non-returnable; (m) Product sold by a record/video club; (n)
                    Product sold on a one-way basis; (o) Product with a last
                    customer return date (as defined in the audioFILE License)
                    prior to the date the returned Product is received by i.FILL
                    or Valley; (p) Product without the original artwork or liner
                    notes; (q) Schwann Guides; (r) defaced Product; (s) Product
                    with damaged artwork or a foreign substance on the media;
                    and (t) vinyl Product (including, without limitation, LPs
                    and 12" singles).

            15.1.4. "Opened" means, with respect to any Product, that the top
                    spine label or original manufacturer's shrink wrap or "dog
                    bone" holographic sticker has been removed or cut in any
                    way.

     15.2.  STANDARD RETURN POLICY.  Retailer will receive a return credit for
            Eligible Return Product returned to i.FILL or Valley but will NOT
            receive a return credit for Ineligible Return Product.

     15.3.  RETURN FEES.

            15.3.1. PROCESSING FEES.  Any Ineligible Return Product returned to
                    i.FILL or Valley will be forwarded to Retailer at Retailer's
                    expense, and Retailer will be charged a $1.00 processing fee
                    for each such unit of Ineligible Return Product; provided,
                    however, that Retailer may elect to have i.FILL keep such
                    Ineligible Return Product and avoid the processing fee.

            15.3.2. RESTOCKING FEES.  Retailer will be charged a fifteen percent
                    (15%) restocking fee for processing all Eligible Return
                    Product returned to i.FILL or Valley; provided, however,
                    that no such fee will be charged for (a) Defective Product
                    or (b) Product that was shipped to one of Retailer's
                    customers but (i) was not listed on the customer's invoice
                    or (ii) was incorrectly listed on the invoice.

            15.3.3. REBURBISHING FEES.  Retailer will be charged a $0.35 per
                    unit refurbishing fee on all Eligible Product returned to
                    i.FILL or Valley that has been Opened; provided, however,
                    that no such fee shall be charged for Defective Product.


                                                                             6
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                         CONFIDENTIAL


            15.3.4. RESHIPPING FEES.  i.FILL will ship or reship to Retailer's
                    customers at no additional charge (a) replacement Product
                    for any Defective Product and (b) any Product reported as
                    missing by one of Retailer's customers that was listed as
                    fulfilled on the Customer's invoice.

     15.4.  RETURN PROCESSING INFORMATION.  Return processing information will
            be posted weekly to i.FILL's Bulletin Board System.

     15.5.  MODIFICATIONS.  i.FILL reserves the right to modify its return
            policies from time to time.  Such modifications shall be effective
            upon receipt by Retailer of written notice thereof.  Any change in
            return policies must be directly related to a change in the return
            policies of i.FILL's suppliers.

16.  OPTIONAL SERVICES.

     16.1.  PAPER INSERTS.  Retailer will pay a fee of $0.10 per Paper Insert
            packed by i.FILL at the request of Retailer in product shipped under
            this Agreement.  Retailer shall supply the Paper Inserts at no cost
            to i.FILL.  For purposes of this paragraph, Paper Inserts are
            defined as lightweight, paper-based, promotional items the same size
            or smaller than a standard single CD, or pre-folded to such size.

     16.2.  MERCHANDISE INSERTS.  At Retailer's request, i.FILL will pack
            Merchandise Inserts (promotional merchandise sold through Retailer,
            other than the Paper Inserts described above in section 16.1) into
            Retailer's orders at a charge to be negotiated by the parties after
            a sample has been received and reviewed for packing and shipping
            requirements.  Retailer shall supply Merchandise Inserts at no cost
            to i.FILL.

     16.3.  MERCHANDISE MANAGEMENT FEE.  Upon request by Retailer, i.FILL will
            receive and warehouse Merchandise Inserts (described above in
            section 16.2) for a Merchandise Management Fee to be negotiated by
            the parties after a sample has been received and reviewed for
            warehousing requirements.  For merchandise that is "standard
            product" (defined as a single CD, cassette, VHS, or DVD) a
            Merchandise Management Fee of $0.50 per unit will be charged to
            Retailer.

     16.4.  INSERT BAR CODES.  A unique UPC bar-code is required for each Paper
            or Merchandise Insert.  Retailer should purchase and apply a
            proprietary bar-code on all inserts.  At Retailer's request or if
            the bar-code does not meet Valley's standards, i.FILL will create
            and apply a bar-code for a fee of $0.30 per applied bar-code.

     16.5.  CUSTOM BOX STICKERS.  At Retailer's request, i.FILL will apply
            custom box stickers for of fee of $0.30 per applied sticker.


                                                                             7
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


     16.6.  AUDIOTRAX.  Upon Retailer's request, i.FILL will license the
            audioTRAX database for 6an annual licensing fee of $3,000.

     16.7.  CALL CENTER SERVICES.  If Retailer requests Call Center Services,
            i.FILL would maintain Call Center hours of 6:00 a.m. PT to 6:00 p.m.
            PT, daily, excluding Holidays.  Incoming calls after hours would be
            received via voice mail and would be returned the following day for
            order placement.  Retailer would be charged a one-time fee of
            $500.00 for a unique "toll-free" number.  In addition, there would
            be Call Center charges of $1.50 per call and $0.15 per minute.
            Staffed 24-hour Call Center Services are available upon request for
            a fee to be negotiated by the parties.

     16.8.  CONSUMER CREDIT PROCESSING.  In the event Retailer requests that
            i.FILL, on behalf of Retailer, provide consumer credit processing
            services, i.FILL agrees to provide those services to Retailer's
            customers under the following terms:

            16.8.1. FEES.  Retailer agrees to pay i.FILL 3% of the total
                    consumer transactions processed by credit card as an expense
                    item.

            16.8.2. TOTAL CONSUMER TRANSACTION.  Includes Product price,
                    shipping and handling, and applicable sales tax.

            16.8.3. ADDITIONAL FEES.  Retailer shall be responsible for paying
                    any additional fees assessed by the credit card processor
                    including, but not limited to, charges related to fraud and
                    other chargebacks.

            16.8.4. ACCEPTED CARDS.  Visa, MasterCard, American Express and
                    Discover cards.

            16.8.5. SERVICES PROVIDED.

                    (a)  Obtain credit card processor authorization;
                    (b)  Cancel order due to credit card decline/invalid;
                    (c)  Report to Retailer all Address Verification Service
                         ("AVS") non-matching orders; and
                    (d)  Research chargebacks.

            16.8.6. ADDRESS VERIFICATION SERVICE.  i.FILL will notify Retailer
                    of all AVS problem orders on a daily basis (Monday through
                    Friday, excluding holidays.)  The order will be cancelled if
                    Retailer has not provided i.FILL with a corrected address
                    within four calendar days of said notification.  i.FILL will
                    ship to a new address within two days of verification of the
                    new information by the credit card processor.

            16.8.7. SALES TAX.  i.FILL will collect sales tax from Retailer's
                    customers as instructed by Retailer.  Retailer shall provide
                    i.FILL a current list of tax


                                                                             8
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


               rates to be charged for all applicable states.  i.FILL shall
               remit collected tax funds to Retailer for payment to the
               appropriate taxing authorities.

17.  BILLING AND PAYMENT.  Pending i.FILL's review and approval of Retailer's
     credit application, i.FILL will extend credit to Retailer under the
     following terms and conditions:

     17.1.  INVOICES AND ACCOUNT RECONCILIATION.  i.FILL will provide Retailer
            with an account reconciliation on a monthly basis.  Invoices are due
            and payable thirty (30) days after the invoice date.

     17.2   PAST DUE AMOUNTS.  i.FILL includes an embedded two percent (2%)
            discount for timely payment on all Product.  This discount shall be
            revoked in the event of a late payment by Retailer and a two percent
            (2%) revoked discount fee will be charged on any amounts not paid
            within thirty (30) days after the invoice date.  Furthermore, all
            overdue balances not paid within thirty (30) days after the invoice
            date, will be assessed interest at the lesser of one and one-half
            percent (1.5%) or the maximum interest rate allowable by law,
            beginning on the due date.  i.FILL, in its sole discretion, may
            refer collection of any past due amount to any agency or attorney,
            and Retailer will be liable for the payment of all costs and
            expenses, including reasonable attorneys' fees, associated
            therewith.

18.  PROPRIETARY RIGHTS.

     18.1.  CONFIDENTIAL INFORMATION.  The term "Confidential Information"
            refers to this Agreement and the subject matter of this Agreement
            and to all information which one party furnishes or makes available
            to the other party and all information related to one party's
            business which the other party acquires in the course of performing
            its obligations under this Agreement. Disclosure of Confidential
            Information by a party is forbidden except in the following
            circumstances: (i) to employees and outside parties, but only to
            the extent necessary to fulfill its obligations under the Agreement;
            (ii) if the Confidential Information disclosed is already publicly
            known through no fault of the disclosing party; and (iii) if the
            Confidential Information is required to be disclosed by law or legal
            process, provided that the party, from whom disclosure is promptly
            required, gives the other party notice and agrees to cooperate with
            the non-disclosing party as that party may reasonably request to
            oppose disclosure. Under no circumstances may i.FILL (including its
            principles or affiliates) use Retailer's customers' data for any
            commercial or improper purposes.

     18.2.  TRANSACTION INFORMATION.  Both parties shall use best efforts to
            ensure maximum security of transaction information maintained on
            each party's computer system including, but not limited to, the
            names, addresses and products ordered by Retailer's customers.

     18.3.  AUDIOFILE DATABASE.  The rights to intellectual property related to
            the audioFILE database are governed by the audioFILE License
            (EXHIBIT D).  Any termination of


                                                                             9
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


            this Agreement will automatically terminate the audioFILE License,
            and any termination of the audioFILE License will automatically
            terminate this Agreement.

     18.4.  AUDIOTRAX DATABASE.  The rights to intellectual property related to
            the audioTRAX database are governed by the audioTRAX License
            (EXHIBIT E).  Any termination of this Agreement will automatically
            terminate the audioTRAX License.

     18.5.  NO RIGHTS TO MARKS.  Each party is hereby granted no rights in or to
            the other party's Marks. "Marks" means the trademarks, service
            marks, trade names or other marks, registered or otherwise, used by
            either i.FILL or Retailer, as applicable.

19.  TERM.

     19.1.  INITIAL TERM.  The initial term of this Agreement will take effect
            on the date first written above, and shall continue in effect until
            the second anniversary thereof unless terminated earlier or extended
            as set forth herein.

     19.2.  EARLY TERMINATION.  This Agreement shall terminate at any time upon
            the mutual consent of the parties. This Agreement shall also
            terminate according to its terms upon thirty (30) days' prior
            written notice by either party under the following conditions:

            19.2.1. Either party may terminate this Agreement, absent a material
                    breach, if i.FILL discontinues fulfillment services to
                    on-line customers or Retailer discontinues the on-line sale
                    of Product.

            19.2.2. i.FILL or Retailer delivers to the other party a 30-day
                    written notice of termination for a material breach of this
                    Agreement, and the other party fails to cure such breach
                    within thirty (30) days.

20.  LIMITATION OF REMEDIES AND EXCLUSION OF WARRANTIES.  IN NO EVENT SHALL
     i.FILL BE LIABLE TO RETAILER FOR INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER
     OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
     REGARDLESS OF THE FORM OF ACTION. ALL PRODUCT SOLD HEREUNDER IS SOLD
     "AS-IS" AND i.FILL EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES
     WITH RESPECT TO PRODUCT SOLD UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED
     WARRANTY OF MERCHANTABILITY AND FITNESS FOR PURPOSE.


                                                                             10
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


21.  REPRESENTATIONS AND WARRANTIES.

     21.1.  I.FILL'S REPRESENTATIONS AND WARRANTIES.

            21.1.1. i.FILL has the right and authority to enter into this
                    Agreement.

            21.1.2. i.FILL will use best efforts to deliver Product to
                    Retailer's customers in substantially the same condition as
                    it was in when it was received by Valley in Valley's
                    distribution facility.

     21.2.  RETAILER'S REPRESENTATIONS AND WARRANTIES.

            21.2.1. Retailer has the right and authority to enter into this
                    Agreement.

            21.2.2. Retailer will not include any content on its website that
                    infringes on the intellectual property rights, including
                    copyright and trademark rights, of any third party.

            21.2.3. Retailer will provide adequate customer service and abide by
                    its terms of service and privacy policies.

22.  INDEMNIFICATION.  Both parties will, at all times, indemnify and hold the
     other party harmless from any and all third-party claims, damages,
     liabilities, costs and expenses (including reasonable attorney's fees)
     arising out of any breach or alleged breach by such party of any warranty
     or representation made by such party in this Agreement. Retailer will
     further indemnify and hold i.FILL and Valley harmless for any and all
     third-party claims, damages, liabilities, costs and expenses (including
     reasonable attorney's fees) arising out of any infringement or alleged
     infringement of intellectual property belonging to a third-party or out of
     any error, omission, misconduct or negligence on the part of Retailer in
     the performance of its obligations under this Agreement.

23.  FORCE MAJEURE.  Neither party will be liable for failure to perform, or the
     delay in performance of, any of its obligations under this Agreement if,
     and to the extent, that such failure or delay is caused by events
     substantially beyond its control, including, but not limited to, acts of
     God, acts of the public enemy or governmental body in its sovereign or
     contractual capacity, war, fire, floods, strikes, epidemics, quarantine
     restrictions, civil unrest or riots, freight embargoes and/or unusually
     severe weather. Lack of funds by either party shall not excuse timely
     performance. The party so affected shall use commercially reasonable
     efforts to avoid or remove such causes of non-performance or delay, and
     shall continue performance hereunder with reasonable dispatch whenever such
     causes are removed. If any such  non-performance or delay continues for
     more than sixty (60) days, the unaffected party may elect to terminate this
     Agreement without liability or any liquidated or other damages upon written
     notice to the other party.


                                                                             11
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


24.  GENERAL.

     24.1.  OPERATIONS REVIEW.  No more often than every ninety (90) days, and
            upon twenty-one (21) days' advance written notice, Retailer may
            request a conference with i.FILL to discuss operations.

     24.2.  NOTICE.  All notices, including those related to product pricing,
            ordering and fulfillment policies that will have a material impact
            on the other party's business, shall be in writing and delivered by
            certified mail, postage prepaid and return receipt requested, or
            transmitted either by facsimile or electronic mail if confirmed
            contemporaneously by such mailing, to the addresses provided in
            writing, from time to time, by the parties.

     24.3.  ENTIRE AGREEMENT; AMENDMENTS.  This Agreement constitutes the entire
            agreement of the parties concerning the subject matter hereof,
            superseding all prior proposals, negotiations and agreements
            concerning the subject matter of this Agreement. No representation
            or promise relating to and no amendment of this Agreement will be
            binding unless it is in writing and signed by authorized
            representatives of both parties.

     24.4.  ASSIGNMENT.  This Agreement may not be assigned by either party
            without first obtaining the other party's written consent, except
            that either party may, without the other party's prior written
            consent, assign this Agreement to a purchaser of all or
            substantially all of its assets or a majority or controlling
            interest in its voting stock, or to a subsidiary or affiliate of
            such party, provided that such purchaser's net worth at the time of
            purchase is equal to or greater than that of the assigning party's
            net worth. This Agreement will be binding upon and inure to the
            benefit of successors and permitted assigns of the parties hereto.

     24.5.  CAPTIONS; WAIVER; SEVERABILITY.  The captions appearing in this
            Agreement are inserted only as a matter of convenience and in no way
            define, limit, construe or describe the scope or interpretation of
            this Agreement. No waiver by a party of any breach of any provision
            of this Agreement will constitute a waiver of any other provision of
            this Agreement. If any provision of this Agreement shall be held
            invalid, void or unenforceable, the remaining provisions hereof
            shall in no way be affected or impaired, and such remaining
            provisions shall remain in full force and effect.

     24.6.  GOVERNING LAW AND ARBITRATION.  This Agreement shall be construed
            and enforced pursuant to the laws of the State of California. If
            the parties are unable to settle any disagreements regarding this
            Agreement or the project contemplated by this Agreement, such
            disagreements shall be submitted to binding arbitration within the
            State of California under the rules of the American Arbitration
            Association as then in effect.


                                                                             12
<PAGE>


Cool Entertainment / i.FILL
Order Fulfillment Agreement                                        CONFIDENTIAL


     24.7.  COUNTERPARTS.  This Agreement may be executed in one or more
            counterparts, all of which will be considered one and the same
            agreement, and will become a binding agreement when one or more
            counterparts have been signed by each party and delivered to the
            other party. Facsimile signatures shall be considered original in
            all respects.

In witness whereof, the parties hereto have executed this Agreement effective as
of the date first above written.


i.FILL, a division of                        COOL ENTERTAINMENT, INC.
Valley Media, Inc.

By:      /s/Nora Moore Jimenez              By:        /s/Clement Lau
    ------------------------------              ------------------------------

Its:      Director New Media                   Its:       President
    ------------------------------                ----------------------------

Address:                                    Address:
    1280 Santa Anita Ct.                         #900 - 10900 8th Street
----------------------------------          ----------------------------------

    Woodland, CA  95776                             Bellvue, WA  98004
----------------------------------          ----------------------------------

Telephone:     530-661-6600                 Telephone:      425-688-2997
           -----------------------                      ----------------------

Facsimile:     530-661-7878                 Facsimile:      425-454-4383
           -----------------------                      ----------------------


                                                                             13