AGREEMENT  entered into as of August 1, 1999 between  SUMTHING  DISTRIBUTION,  a
division of NRP, Inc. ("we" or "us"), 1650 Broadway,  New York, New York 10019 -
and - PRELUDE MUSIC AND FILM WORKS ("you").

The following will constitute our agreement:

     1. You  appoint  us as your  exclusive  distributor  throughout  the United
States,  its  territories  and  possessions  and  Armed  Forces  Post  Exchanges
("Territory") of your Records through Normal Retail Channels during the Term.

     2. (a) The Term will  commence  on August 1, 1999 and will  continue  for 2
years.

     (b) We will have the option to extend the Term for one (1) additional year,
by giving you  written  notice to that  effect at any time prior to the date the
Term would otherwise have expired;  provided,  however,  we may not exercise the
option unless "Net Sales" (as hereinafter  defined) of Records prior to the date
the  Term  would  otherwise  expire  is at  least  Two  Hundred  Fifty  Thousand
($250,000.00) Dollars.

     3. During the Term and in the Territory;

     (a) We will solicit and process orders, and distribute your Records on your
behalf  through  Normal Retail  Channels.

     (b) The services to be rendered by us include  billing and collecting  from
customers and inventory control activities.

     (c) We will  process  return of Records in  accordance  with our  customary
policies and practices.  (You  acknowledge that we sell Records to our customers
on an  "unlimited  term"  basis.)

     (d) At your request, we will administer  advertising for your Records up to
an amount  mutually  approved by you and us. You agree to  reimburse  us for all
costs  incurred by us on your behalf in  connection  with  advertising  for your
Records,  and for any costs incurred by us on your behalf in connection with the
marketing of Records through Normal Retail Channels.

     (e)  During  the Term,  we will  accept  and  store,  at your sole cost and
expense,  all  Records  until such  Records  are sold.  Promptly  following  our
request,  you will remove from our facilities,  or order the destruction of, any
"surplus"  Records (i.e.,  that amount of Records in excess of our  then-current
retention policy).  All Records so removed may be defaced by us, and you will be
responsible  for our  customary  charges  therefor.  With  respect to Records so
removed,  you will be responsible for any freight charges incurred by us to ship
any such "surplus"  Records back to you.

     4. (a) You will be  responsible  for the  manufacture  of your  Records and
components  and the delivery of all finished  goods f.o.b.  to our  distribution
warehouse.  All records will be  delivered to us in all respects  ready for sale
(including shrink-wrapping,  stickering, inserts and similar costs). You will be
solely  responsible for any shipping charges in connection with the manufacture,
sale or distribution of Records, or any other shipping charges hereunder.

     (b)  You and we  will  mutually  determine  the  size of all  manufacturing
orders.

     (c) If for my reason you are unable to  manufacture  Records in  accordance
herewith,  we may,  in our sole  discretion,  manufacture  your  Records on your
behalf.  In such case, you will be solely  responsible for paying all charges in
connection with the manufacture of your Records,  including any shipping charges
and any services  charges (e.g.,  shrink wrapping,  stickering,  insert charges,
etc.).  We will deduct all such charges from Net Sales and any other monies,  as
and when the same are due you hereunder.

     5. (a) You will  determine  the retail list price  category for each Record
from among the  retail  list price  categories  offered by us to our  customers,
subject to our reasonable approval. With respect to a Record for which we do not
have a standard  retail list price  category  (such as a "box set"),  you and we
will mutually determine a retail list price.
<PAGE>
     (b) We will determine the selling price of Records to our customers,  based
upon the retail list price  category  designated  by you, and will be consistent
with our  selling  prices  for  other  records  in the same  retail  list  price
category.

     (c) You and we will  mutually  determine  the  release  date of each  title
hereunder.

     6. (a) In respect of Records distributed hereunder, you will pay us (and we
may retain for our own benefit  from  proceeds  hereunder)  a  distribution  fee
("Distribution  Fee") equal to twenty-three  (23%) percent of Net Sales.

     (b) You will pay us a  "handling"  charge  equal to twenty  cents (20>) for
each of your Records returned to us, provided, we will have the right, on notice
to you to increase the "handling" charge in an amount reasonably  related to the
increase in our actual costs for handling returns

     7. We will provide an accounting  statement to you for Records  distributed
by us  hereunder  no later than  thirty  (30) days after the end of the month in
which such  Records were  distributed.  Payment for amounts due for Records sold
pursuant  to each  accounting  statement  will be made no later than thirty (30)
days after the end of the mouth in which we receive payment for Records sold. We
will pay you the amount due you after  deduction of: (i) the  Distribution  Fee;
(ii)  reserves as set forth in paragraph 8 below;  (iii) all  services  charges,
including the returns handling changes; (iv) all manufacturing  charges; and (v)
any and all other  costs,  fees or charges  which we have the right to deduct or
which you otherwise owe us, including without limitation,  co-op advertising and
retail marketing costs which we, at your request, may incur on your behalf.

     (a) With  respect  to any month as to which  there is a net amount due from
you to us,  such net amount will be carried  over and will be deducted  from any
monies otherwise payable to you.

     (b) (i) All statements  rendered by us will be binding upon and not subject
to objection  by you unless  specific  objection  in writing,  stating the basis
thereof,  is given to us within one (1) year from the date  rendered,  and after
such notice of objection,  unless suit is instituted  within two (2) years after
the date rendered.  Failure to make specific  objection  within said time period
will be deemed your approval of such statement.

     (ii) You will  have the  right at your own  expense  to audit our books and
records with regard to statements  rendered  hereunder for one (1) year prior to
such audit,  but only once with respect to any  statement  and only at our usual
place of business where such books and records are  maintained.  Such audit will
be conducted on your behalf by an independent certified public accountant during
our normal business hours and upon reasonable written notice.

8. In connection with each monthly  statement we render,  we will have the right
to  withhold  and  deduct  a  reserve  against  returns  and  credits  equal  to
thirty-five  (35%)  percent  of the Gross  Sales of  Records  reflected  in such
statement.  Each reserve  established  by us will be  summarized  on a quarterly
basis, and will be liquidated as follows:

     (a)  Twenty-five  (25%)  percent of the  reserve  will be  credited to your
account three months  following the date that reserve was summarized  and, after
deduction of the Distribution Fee.

     (b)  Twenty-five  (25%)  percent of the  reserve  will be  credited to your
account six months  following the date that reserve was  summarized  and,  after
deduction of the Distribution Fee.

     (c)  Twenty-five  (25%)  percent of the  reserve  will be  credited to your
account nine months  following the date that reserve was  summarized  and, after
deduction of the Distribution Fee.

     (d)  Twenty-five  (25%)  percent of the  reserve  will be  credited to your
account one year  following  the date that  reserve was  summarized  and,  after
deduction of the Distribution Fee.
<PAGE>
     9. (a) Within  fifteen (15) days following the expiration or termination of
the Term,  you will  remove  all  inventory  of your  Records  from our  storage
facilities;  provided, however, you will first deface such Records and packaging
to our reasonable satisfaction in order to insure that they will not be returned
to us. Notwithstanding the foregoing, you will not be required to deface Records
if you (i) notify all of our  customers to send all returns of such Records to a
third party distributor who has agreed to accept all such returns; and (ii) take
all other steps which we deem  reasonably  necessary to insure that such returns
are sent to such third party distributor.

     (b) At any time after the end of the Term we may,  in our sole  discretion,
cease accepting returns of Records hereunder.

     10. (a) You warrant and represent that

     (i) You have the  right  and power to enter  into and  fully  perform  this
agreement.

     (ii) The compositions, Records, names, likenesses, performances, trademarks
and logos, and other musical,  literary and intellectual  properties embodied in
the Records (including packaging) hereunder will not violate any law or infringe
upon the rights of any third  party,  and you have the full right to exploit all
of the foregoing in the Records.

     (iii) You own the exclusive  right to exploit the Records and to distribute
the Records  hereunder.

     (iv) You are and will at all relevant  times  continue to be a signatory to
and will  comply  with the rules and  regulations  of any union or guild  having
jurisdiction thereof, and all Records will have been recorded in accordance with
applicable  union and/or guild  agreement.

     (v)  Prior to our  distribution  of any  Records  hereunder,  you will have
obtained all necessary consents, permissions and licenses in connection with the
Records,  the Records and the packaging therefor  (including without limitation,
mechanical  licenses,  artwork,  licenses,  so-called  "sample"  clearances  and
musician clearances).

     (vi)  You will be  solely  responsible  for any  claim  of  non-payment  of
recording  costs in  connection  with the Records,  and you will timely make all
other payments  necessary in order to enable us to distribute  the Records.  You
will timely pay all  mechanical  and artist  royalties  and other sums due third
parties in connection with the Records.

     (vii)  You will be  responsible  for and will  pay when due all  sales  and
property taxes (including any taxes on inventory) which may be applicable to the
transactions  hereunder.  Notwithstanding the foregoing, if we become liable for
any such taxes, we will have the right to charge you for the amount thereof from
proceeds hereunder.

     (viii) We will not be responsible  for the payment of any costs,  expenses,
charges,  fees or royalties  to any persons  whatsoever  except as  specifically
provided herein.

     (b) You hereby  indemnify and save us and our employees and agents harmless
from and against any and all claims,  damages,  liabilities,  costs and expenses
(including  reasonable  attorneys'  fees)  arising  out of any breach or alleged
breach of any warranties or  representations  made by you herein at your failure
to perform an accordance  with this  agreement.  You will reimburse us on demand
for any  payments  made by us in respect of any claim or  liability to which the
foregoing  indemnity  applies.  We may  withhold  sums due you  hereunder in any
amount  reasonably  related to our  potential  liability  and cost  pending  the
resolution of any action as to which this indemnity applies.

     11. For  purposes  of this  agreement,  the  following  terms will have the
following meanings:

     (a) "Normal Retail Channels":  Normal retail  distribution  channels in the
record industry,  specifically including sales to record stores, book stores and
distributors,  one-stops,  rack  jobbers and other  wholesalers,  mall order and
other direct-to-customer  sales, so-called "electronic"  transmissions,  and any
other sales to our customers.
<PAGE>
     (b) "Records":  Any device, now or hereafter known, on or by which sound or
sound  coupled with visual  images  (whether or not also  incorporating  graphic
material and/or text in any  interactive  format) may be recorded and reproduced
which is manufactured, created or distributed primarily for home and/or consumer
use, including,  without limitation: (i) audio cassettes, vinyl records, compact
discs, digital tapes and other audio formats; (ii) video-cassettes, video-discs,
DVD and other  so-called "home video"  devices;  (iii)  so-called  "interactive"
devices such as CD-ROM;  and (iv) devices created or recorded by the consumer or
other remote receiver from a digitally or electronically transmitted signal.

     (c) "Net  Sales":  Gross  Sales  less the  dollar  amount  of all  returns,
credits,  rebates, and adjustments and less reserves withheld in accordance with
the terms hereof.

     (d)  "Gross  Sales":  The  dollar  amount  invoiced  to and  payable by our
customers for your Records distributed hereunder, determined after the deduction
of all applicable  discounts.

     12. (a) We will not be deemed in breach  hereof if we are unable to perform
obligations due to a so-called  "force majeure" event. If any such event occurs,
we will have the right to suspend  the  running of the Term until the passage of
such event.

     (b) No failure to perform will be deemed a breach  hereof  unless the other
party gives the party in default  written notice of such failure and same is not
cured within thirty (30) days thereafter.

     (c)  This  agreement  contains  the  entire  understanding  of the  parties
relating to the subject matter hereof and cannot be changed or terminated except
by an instrument signed by the party to be charged.

     (d) We may assign this agreement to any parent, subsidiary or affiliate, or
to any entity that merges its assets with ours or to any entity which  hereafter
acquires all or substantially all of our stock or assets.

     (e) This  agreement has been entered into in the State of New York, and its
validity  and legal effect will be governed by the laws of the State of New York
applicable to contracts entered


                              SUMTHING DISTRIBUTION

                              By: /s/


                              PRELUDE MUSIC & FILMWORKS

                              By: /s/ Don Welch


<PAGE>
                               AMENDMENT AGREEMENT

     AMENDMENT  AGREEMENT made as of the 1st day of June, 2000 between  SUMTHING
DISTRIBUTION,  a division of NRP, Inc., 59 West 19th Street,  New York, New York
10011 ("we or us") and PRELUDE MUSIC & FILMWORKS,  304 Park Avenue  South,  11th
Floor, New York, New York 10010 ("you").

     1.  Reference  is made to the  agreement  between  us dated  August 1, 1999
("Agreement").

     2. It is  understood  and agreed that the entity  Prelude Music & Filmworks
was a subsidiary or d/b/a of Prelude Development Inc.

     3. The Agreement is hereby amended by changing the contracting party to Big
Dog Entertainment Inc. You warrant and represent that Prelude Music & Filmworks,
Prelude  Development  Inc.,  and  Big  Dog  Entertainment  Inc.  have  the  same
management and ownership.

     4. By signature below, you ratify and reaffirm the terms of the Agreement.


                              SUMTHING DISTRIBUTION,
                              A Division of NRP, Inc.

                              By: /s/ Andrew Uterano

                              BIG DOG ENTERTAINMENT INC.,
                              formerly Prelude Music & Filmworks

                              By: /s/  M. R. Walker

<PAGE>
                               AMENDMENT AGREEMENT

     AMENDMENT  AGREEMENT made as of the 1st day of June, 2000 between  SUMTHING
DISTRIBUTION,  a division of NRP, Inc., 59 West 19th Street,  New York, New York
10011 ("we or us") and PRELUDE MUSIC & FILMWORKS,  304 Park Avenue  South,  11th
Floor, New York, New York 10010 ("you").

     1.  Reference  is made to the  agreement  between  us dated  August 1, 1999
("Agreement").

     2. It is  understood  and agreed that the entity  Prelude Music & Filmworks
was a subsidiary or d/b/a of Prelude Development Inc.

     3. The Agreement is hereby amended by changing the contracting party to Big
Dog Entertainment Inc. You warrant and represent that Prelude Music & Filmworks,
Prelude  Development  Inc.,  and  Big  Dog  Entertainment  Inc.  have  the  same
management and ownership.

     4. By signature below, you ratify and reaffirm the terms of the Agreement.


                                   SUMTHING DISTRIBUTION,
                                   A Division of NRP, Inc.

                                   By: /s/


                                   BIG DOG ENTERTAINMENT INC.,
                                   formerly Prelude Music & Filmworks

                                   By: /s/ M.R. Walker