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                                                                   Exhibit 10.22

                         PROFESSIONAL SERVICES AGREEMENT

         Below are the terms and condition of an agreement for the professional
services of Barnet J. Cohen.

         Whereas, Barnet J. Cohen (Executive) has over 30 years of industry
experience; is knowledgeable about all products distributed by Valley Media,
Inc. (Company); is recognized, trusted, and respected by industry vendors and
customers; has substantial leadership experience; and, is generally recognized
as an industry leader, and

         whereas, as Valley Media, Inc., lacks substantial depth in the
aforementioned skills and knowledge,

         it is hereby agreed that Valley Media, Inc., engage Barnet J. Cohen to
provide certain professional services in accordance with the terms and
conditions precluded herein.

I.       Term.

                  This agreement is made July 1, 2001, and is for a nine-month
         period, concluding March 30, 2002, which coincides with the last day of
         Valley Media's fiscal year. This agreement shall automatically be
         renewed for a period of one year, and subsequent years thereafter
         unless cancelled by either party under terms and conditions described
         below.

II.      Duties and Responsibilities.

                  Barnet J. Cohen shall provide leadership, guidance, and
         industry insight to the sales, operations, and general administration
         of VMIX. Including, but not limited to, new and continuing issues and
         initiatives relating to customer and vendor development, customers and
         vendor relations, market development, new product development,
         operational management and systems, finance administration, and
         personnel management and recruiting.

III.     Termination of Agreement.

         A.       This agreement may be cancelled by Barnet J. Cohen at any
                  time. In the event Barnet J. Cohen terminates said agreement,
                  compensation shall be paid through date of termination.

         B.       This agreement can be cancelled by the Chief Executive Officer
                  of Valley Media, Inc., with a 30-day written notice in the
                  event of cause. For purposes of the foregoing, "cause" shall
                  mean (1) a material breach by the Executive of the Executive's
                  obligations of confidentiality or loyalty; (2) the Executive's
                  willful and repeated failure to comply with the lawful
                  directives of the Board of Directors of the Company; (3)
                  negligence or willful misconduct by the Executive in the
                  performance of the Executive's duties to the Company; (4) the
                  commission by the Executive of an

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                  act (including, but not limited to, a felony or a crime
                  involving moral turpitude) causing material harm to the
                  standing and reputation of the Company, as determined in good
                  faith by the Board; (5) misappropriation, breach of trust or
                  fraudulent conduct by the Executive with respect to the assets
                  or operations of the Company or any of its subsidiaries; (6)
                  the continued use by the Executive of alcohol or drugs to an
                  extent that, in the good faith determination of the Board,
                  materially interferes with the performance by the Executive of
                  the Executive's employment responsibilities; (7) the repeated
                  threat by the Executive to cause, or the actual occurrence of,
                  damage to the relations of the Company or any of its
                  subsidiaries with customers, suppliers, lenders, advisors or
                  employees which damage is materially adverse to the business
                  or operations of the Company or any of its subsidiaries; or
                  (8) continued unauthorized absence from work. Termination
                  without cause shall not include termination by voluntary
                  resignation, death or disability, and no severance amounts
                  shall be payable upon the occurrence of any of the foregoing.
                  In the event of termination for cause, compensation will be
                  paid through the 30-day period.

         C.       This agreement can be cancelled by VMI without cause. In the
                  event of cancellation without cause, this action can only be
                  initiated by Valley Media's Chief Executive Officer and the
                  written concurrence of a majority of the outside directors of
                  Valley Media's Board. In the event of termination without
                  cause, compensation will be paid for six months following date
                  of notice of termination (which may precede or follow date(s)
                  of concurrence by outside directors), or to the end of this
                  agreement, whichever is less.

         D.       In the event this agreement is cancelled by either party, all
                  authorized expenses incurred by Barnet J. Cohen shall be fully
                  reimbursed.

IV.      Compensation.

                  Compensation shall be paid on a schedule mutually acceptable
         to both parties. This may be via normal salary or 1099 payments.

                  Annual amount of compensation shall be $200,000 (compensation
         for the period July 1, 2001, through March 30, 2002, shall be
         $150,000).

V.       Expenses.

                  All expenses relating to the services provided in this
         agreement shall be reimbursed by Valley Media, Inc. Monthly expenses,
         up to $3,000, relating to this agreement, do not require prior approval
         and should be submitted directly to Valley Media, Inc., for payment. In
         the event extraordinary or greater expenses are required, Barnet J.
         Cohen shall obtain the prior approval of any member of Valley Media's
         Executive Staff. Executive staff shall be defined as all officers of
         the corporation who are an Executive Vice President or higher.

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         Expenses should be submitted directly to accounting along with
         appropriate "project" reference and approval name and date.



VI.      Confidentiality and Non-Compete.

                  Confidential Information; Company Property. Executive
         acknowledges that the information, observations, and data obtained by
         him while employed by the Company and its subsidiaries concerning the
         product, efforts, business, and affairs of the Company, its
         subsidiaries and any predecessor to the business of the Company that
         are not generally available to the public other than as a result of
         breach of this Agreement by Executive ("Confidential Information") are
         the property of the Company and its subsidiaries. Executive agrees that
         he shall not disclose to any unauthorized person, or use for his own
         account, any Confidential Information without the prior written consent
         of the Company unless, and in such case only to the extent that, such
         matters become generally known to and available for use by the public
         other than as a result of Executive's acts or omissions to act.
         Notwithstanding the foregoing, in the event Executive becomes legally
         compelled to disclose Confidential Information pursuant to judicial or
         administrative subpoena or process or other legal obligation, Executive
         may make such disclosure only to the extent required, in the opinion of
         counsel for Executive, to comply with such subpoena, process, or other
         obligation. Executive shall, as promptly as possible and in any event
         prior to the making of such disclosure, notify the Company of any such
         subpoena, process, or obligation and shall cooperate with the Company
         in seeking a protective order or other means of protecting the
         confidentiality of the Company Information. Executive shall deliver to
         the Company at the termination of the Employment Period, or at any time
         the Company may reasonably request, all memoranda, notes, plans,
         records, reports, computer tapes, software, other documents, and data
         (and copies hereof) containing, relating to, or derived from the
         Confidential Information or the business of the Company or its
         subsidiaries which he may then possess or have under his control.
         Executive agrees that he will not retain after the termination of the
         Employment Period any copies of any Confidential Information including,
         without limitation, any software, documents, or other materials
         originating with and/or belonging to the Company or any subsidiary of
         the Company.

                  Executive acknowledges that in the course of his employment
         with the Company he will become familiar with the Company's trade
         secrets and with other confidential information concerning the Company
         and its predecessors and that his services have been, and will be of
         special, unique, and extraordinary value to the Company. Executive
         agrees that, during the period in which Executive is receiving
         compensation hereunder (the "Non-Compete Period"), he shall not
         directly or indirectly own, manage, control, participate in, consult
         with, render services for, or in any manner engage in any business in
         the United States that is engaged in the sale and/or distribution of
         audio or video recordings, irrespective of format. Nothing herein shall
         prohibit Executive from being a passive owner of not more

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         than 1% of the outstanding stock of another corporation, so long as
         Executive has no active participation in the management or the business
         of such corporation. Executive acknowledges that the Company plans to
         rapidly expand its business and conduct such business throughout the
         United States and ultimately throughout the world.

                 Executive shall not directly or indirectly (1) induce or
         attempt to induce any employee of the Company or any subsidiary of the
         Company to leave the employ of the Company or such subsidiary, or in
         any way interfere with the relationship between the Company or any such
         subsidiary and any employee thereof; (2) induce or attempt to induce
         any customer, supplier, licensee or other business relationship of the
         Company or any subsidiary of the Company to cease doing business with
         the Company or such subsidiary, or in any way interfere with the
         relationship between any such customer, supplier, licensee or business
         relationship and the Company or any such subsidiary; or (3) make an
         oral or written disparaging statement, comment, or remark about the
         Company or any of its subsidiaries to any employee, customer, supplier,
         licensee, or other business relationship of the Company, or any of its
         subsidiaries, or to or for the intended use of any member of the press.

         IN WITNESS WHEREOF, this Agreement has been signed and sealed the day
first above written.

COMPANY:

Valley Media, Inc.


\s\ Peter Berger
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By: Peter Berger,
Chief Executive Officer
August 9, 2001

\s\ Barnet J. Cohen
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Barnet J. Cohen
Chairman of the Board
August 9, 2001