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                                                                   Exhibit 10.25

[INGRAM ENTERTAINMENT LETTERHEAD]


August 26, 1997

Mr. Richard Kelly
Chief Financial Officer
West Coast Entertainment Corporation
One Summit Square, Suite 200
Newtown, PA 19047

Dear Richard:

As per our conversation, the following outlines the agreement reached August 20,
1997.

o AMENDMENT TO AGREEMENT: The July 12, 1995 letter agreement between Ingram
  Entertainment Inc. and West Coast Entertainment Corporation (f/k/a RKT
  Acquisition Co.), as amended on March 1, 1996 (the "Supply Agreement"), is
  further amended as follows:

     o Notwithstanding the first sentence of Paragraph 14 of the Supply
       Agreement, effective from August 20, 1997 through August 19, 1998, West
       Coast Entertainment Corporation agrees to purchase from Ingram
       Entertainment Inc. a minimum of 50% of its yearly requirements for
       prebooked video rental products, except to the extent it is prevented
       from doing so as a result of an insufficient credit line being made
       available by Ingram Entertainment Inc. or Ingram Entertainment Inc.'s
       ability to fill particular orders.

       RENTAL PRICING: Product will continue to be priced at 34.50% discount off
       suggested retail on all rental products ($30.00 retail and higher).

       ADVERTISING: Co-op on pre-recorded video rental titles will continue to
       be handled "in-house" and will be allocated at a rate of 3% for titles
       that accrue co-op, following studio guidelines.

       GAME BUSINESS: Paragraph 4 of the Supply Agreement will be replaced with
       the following:

          Ingram Entertainment Inc. will receive a minimum of $2.4
          million of Customer Group's game purchases from August 20,
          1997 through August 19, 1998, at Ingram Entertainment Inc.'s
          gross cost plus 5%. Game product subject to the preceding
          sentence is defined as all first and third party releases
          from Nintendo, Sony, and Sega and also includes any new game
          hardware and software




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                                                       (Game Business continued)

        platforms introduced to the market place by any vendor during the term
        of this Agreement. In the event Ingram Entertainment Inc. is unable to
        fill 100% of a Customer Group's prebook order for an individual title(s)
        due to an allocation of product from a game supplier, Customer Group may
        seek other avenues to secure the shortfall.

     TERMS: Terms will continue to be as follows:

        Payment terms will be net 60 days from invoice for all rental,
        sell-through and game product purchases.

     CREDIT LINE: $4,000,000.00, subject to adjustment from time-to-time in
     accordance with Ingram Entertainment Inc. guidelines and policies.

- DELINQUENT BALANCE $2,259,716: Ingram Entertainment Inc. has agreed to process
  catalog sell-through returns for an amount not to exceed $1,259,716 as
  outlined on the attached document (see West Coast Entertainment Corporation
  "Catalog Product Returns"). Attached as Exhibit A is a list of invoices in the
  total face amount of $1,000,000 (the "Invoice Balance"). West Coast
  Entertainment Corporation represents and warrants to Ingram Entertainment Inc.
  that each of those invoices is payable in full in the amount set out on
  Exhibit A without deduction, setoff, counterclaim, credit, or reduction of any
  kind or in any manner (collectively "deductions") and West Coast Entertainment
  hereby waives the right to any such deductions which it may have presently or
  at any time in the future. In consideration of and in exchange for that
  waiver, and for other good and valuable consideration, Ingram Entertainment
  Inc. and West Coast Entertainment Corporation agree that the Invoice Balance
  will be paid as follows:


     1. The $1,000,000 principal amount is payable weekly, beginning September
        19, 1997, and continuing on the last day wire transfers may be made
        during each subsequent week, in the amount of $19,230.77 per week,
        together with interest on the outstanding principal balance at a rate of
        3% per annum, calculated on the basis of a 360-day year to the extent
        allowed by applicable law; provided, however, that in no event shall the
        rate of interest payable on the Invoice Balance exceed the maximum rate
        of interest allowed to be charged by applicable law (the "Maximum
        Rate").

     2. All principal and interest payments required hereunder shall be made by
        wire transfer for receipt on the date due, sent per the wire
        instructions attached as Exhibit B.

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3.   All unpaid principal of the Invoice Balance, together with all accrued and
     unpaid interest, shall be immediately due and payable in full on March 6,
     1998 (the "Maturity Date"); provided, however, that if such payment is not
     made in full on the Maturity Date, the Maturity Date will be automatically
     extended to May 29, 1998; provided further that in the event of such
     automatic extension, the interest rate payable as set out above will
     increase to 9% per annum from 3% per annum.

4.   The Invoice Balance may be prepaid, in whole or in part, at any time in
     principal amounts which are an integral multiple of $10,000, upon two
     business days prior notice. All such prepayments shall be applied first to
     all accrued but unpaid interest, with the remainder, if any, being applied
     to principal.

5.   Any payment not received on its due date shall be subject to a late charge
     of 2% of the amount due in order to cover the additional expenses incident
     to the handling and processing of delinquent payments.

6.   In the event there is a non-payment of any part of interest or principal
     due under this Agreement; if West Coast Entertainment Corporation makes a
     general assignment for the benefit of creditors, or files a voluntary
     petition of bankruptcy, or a petition for reorganization under any
     bankruptcy law; if a petition in bankruptcy is filed against West Coast
     Entertainment Corporation; if a receiver or trustee is appointed for all or
     any part of the property or assets of West Coast Entertainment Corporation;
     or if any levy, attachment or garnishment is issued, or any lien filed,
     against the property of West Coast Entertainment Corporation and not
     satisfied or released within 30 days after filing; then in any such case,
     the entire unpaid principal amount of the Invoice Balance, together with
     all accrued by unpaid interest, shall, at the option of Ingram
     Entertainment, Inc., without notice, become due and payable immediately,
     and shall thereafter bear interest until paid at an annual rate (the
     "Default Rate") equal to lesser of (a) 12.5% per annum, or (b) the Maximum
     Rate, regardless of whether or not there has been an acceleration of the
     payment of principal as set forth herein. All such interest shall be paid
     at the time of and as a condition precedent to the curing of any such
     default. Failure to accelerate the maturity of the Invoice Balance, or
     indulgence granted from time to time, shall in no event be considered as a
     waiver of the right of acceleration or stop Ingram Entertainment Inc. from
     exercising that right.

7.   If for any reason whatsoever the interest of loan charges paid or
     contracted to be paid in respect of the Invoice Balance shall exceed the
     maximum amounts collectible under applicable laws in effect from time to
     time, the obligation to pay such interest and/or loan charges shall be
     reduced to the maximum amounts collectible under applicable laws in effect
     from time to time, and any amounts collected that exceed such maximum
     amounts shall be applied to reduction of the principal of the Invoice
     Balance remaining unpaid and/or
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         refunded to West Coast Entertainment Corporation so that at no time
         shall the interest or loan charges paid or payable in respect of the
         Invoice Balance exceed the maximum amounts permitted from time to time
         by applicable law.

      8. The above provisions regarding the Invoice Balance shall be governed by
         the laws of the State of Tennessee. All disputes regarding the Invoice
         Balance shall be resolved in the federal or state courts sitting in
         Nashville, Tennessee and the parties submit to the non-exclusive
         jurisdiction of those courts. INGRAM ENTERTAINMENT INC. AND WEST COAST
         ENTERTAINMENT CORPORATION WAIVE TRAIL BY JURY WITH RESPECT TO ANY SUCH
         DISPUTE. In the event of litigation, the party not prevailing will pay
         all reasonable attorneys fees and related expenses and all court costs
         of the prevailing party.

    In the event Ingram Entertainment Inc. does not find $1,259,716 worth of
    acceptable catalog returns, West Coast Entertainment Corp. will make payment
    on demand, in full, of the shortfall between the $1,259,716 return level and
    the inventory Ingram Entertainment Inc. finds acceptable.

I believe this is an accurate representation of our discussion. This agreement
differs from the original supply agreement with respect to purchase volume
percentage (50%), adding 42.4 million minimum volume level on the game
business, and addressing the $2,259,716 delinquent balance. The amendments to
the Supply Agreement will remain effective through August 19, 1998, after which
date our supply and purchase relationship will be governed by the July 12,
1995 letter agreement as amended on March 1, 1996.

Please sign below acknowledging your acceptance of the changes set forth in this
document and return an original copy to may attention. If you have any
questions regarding this document please call me at your earliest convenience.

Sincerely,


/s/ Vern Fross
---------------
    Vern Fross

Accepted by:
West Coast Entertainment Corporation



By: /s/ Richard Kelly
    ------------------
    Richard Kelly
    Chief Financial Officer


Date: 9/11/97
     ------------------
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                      WEST COAST ENTERTAINMENT CORPORATION
                           "CATALOG PRODUCT RETURNS"


* Maximum amount of returns to be processed $1,259,716.

* Return Authorization Numbers will be assigned to each location and must be
  written on the outside of each box. Boxes must be marked 1 of X from each
  location.

  1.  Individual stores will fax copies of the product being returned to our
      Customer Service Department, at 515.254.7016, prior to shipment of
      product. West Coast Entertainment will provide a list of stores returning
      product and the estimated number of units.

* West Coast Entertainment agrees to the following:

  1.  All returns will be shipped from its retail locations no later than
      September 15, 1997.

  2.  All returns will be shipped to Ingram Entertainment's Savage distribution
      center.

                    Ingram Entertainment Inc.
                    8779 Greenwood Place
                    Savage, MD 20763

      *  Ingram Entertainment will process the returns received and identify the
         product it will accept and that which it will reject to West Coast
         Entertainment. Ingram Entertainment will accept product that can be
         sold to other customers or returned to the manufacturers within a
         reasonable amount of time. The decision to accept or reject product is
         at the sole discretion of Ingram Entertainment.

      *  Product we will accept will be credited to your account at Ingram
         Entertainment's replacement cost, product being rejected will be
         returned to West Coast Entertainment's warehouse on completion of
         processing.

      *  West Coast Entertainment will be responsible for freight charges on all
         shipments to Ingram Entertainment and will reimburse Ingram
         Entertainment for the freight charges on products returned to West
         Coast Entertainment.

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WEST COAST CATALOG RETURNS
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3.  West Coast Entertainment will not take deductions for these returns, due to
    the special nature of this return.

4.  Ingram Entertainment will issue credit at its replacement cost. The handling
    fees outlined below will be charged back to West Coast Entertainment once
    all of the returns have been completely processed:

    *  A restocking fee of 3% of Ingram Entertainment's replacement cost will be
       charged for the product Ingram Entertainment keeps in its inventory.

    *  A restocking fee of 5% of Ingram Entertainment's replacement cost will be
       charged for the product Ingram Entertainment rejects to West Coast
       Entertainment.

    *  Restocking fee charges will be billed separately and spread out over a
       five-month period.

Upon receipt of acceptance of the terms and conditions outlined, return
authorizations will be issued and returns will be accepted.

West Coast Entertainment Corporation


By: /s/ Richard Kelly
    --------------------------------
    Richard Kelly
    Chief Financial Officer


Date: 7/11/97