1221 Avenue of the Americas
New York NY 10020-1090
Telephone: (212) 596-2000

                                 March 28, 1997

Warever Corp.
112 West Business Park Drive
Draper, UT 84020


         Ladies and Gentlemen:

         Thisletter  and the attached  Standard  Distribution  Provisions,  when
signed by you and by us, will  constitute  our  agreement  with you.  (All words
defined in the Standard  Distribution  Provisions have the same meanings in this
letter.)

         1.       Rights.  You authorize us to  copy and duplicate  the Programs
in your  CD-ROM  catalogue  in CD-ROM  Devices,  to copy and  duplicate  related
Packaging  Materials,  and to  distribute  those Devices and Materials by Direct
Response Distribution,  as provided in this letter and the Standard Distribution
Provisions.

         2.       Term. The Term of this agreement will be the period  beginning
on the date of this agreement and ending March 31, 2000.

         3.       Programs.  This agreement will apply to all  Programs that you
make available for  distribution  in the form of CD-ROM Devices in the Territory
at any time during the Term of this agreement.

         4.       Royalties. We will pay  you royalties on our Net Paid Sales of
CD-ROM Devices in accordance with the Standard Distribution Provisions.

                                       Very truly yours,
                                       THE COLUMBIA HOUSE COMPANY

                                       By:  /s/ AJG
                                           -------------------------------------

AGREED:

WAREVER CORP.


By: /s/ Craig R. Hendricks, President
   -----------------------------------

<PAGE>

                        STANDARD DISTRIBUTION PROVISIONS

attached to the letter  agreement dated March 28, 1997 (CH  97-31.1(1))  between
Warever Corp.  ("you") and The Columbia House Company ("we").  The  "agreement",
below,  means the attached  letter  agreement  and these  Standard  Distribution
Provisions.


1.       Definitions

         (Each definition prescribed in this agreement will apply to all uses of
the term defined, whether or not the term is capitalized in the use concerned.)

         (a)      "Actual  Selling  Price". The price we charge our customer for
the CD-ROM Device concerned,  excluding:  (1) shipping and handling charges, (2)
sales,  excise,  and value-added taxes and any other turnover taxes, (3) customs
duties and other  importation  expenses,  and (4)  partial  credits  against our
selling prices allowed to customers for any reason. (Units for which full credit
is allowed are excluded from "Net Paid Sales" under subparagraph 1(b).)

         (b)      "Net Paid  Sales".  Those CD-ROM Devices for  which  we derive
actual  revenues,  including those  distributed to members for enrolling free of
charge or for a nominal  price  ("Introductory  Units").  Net Paid  Sales do not
include  actual  returns,  units  whose  full  selling  prices are  credited  to
customers for any reason, or units for which we are not paid the amounts due us.
(If we are paid part of the amount due us for a unit, the unpaid balance will be
treated as a credit  against the selling price under clause (4) of  subparagraph
1(a).)

         (c)      "Program".   An  information or entertainment program and  any
related  materials,   including   computer  software   programs,   that  can  be
communicated by the use of CD-ROM Devices.

         (d)      "CD-ROM  Device".  An optical disc storage  device  containing
a  Program   and  using  the   technology   commonly   known  as  compact   disc
read-only-memory  ("CD-ROM") or any subset, format, enhancement or other version
of it,  whether now known or developed in the future  (including but not limited
to CD-ROM-XA, CD-I, 3D-O, and CDTV).

         (e)      "Packaging Materials" Packaging, instruction manuals and other
informational  materials,  and other packaging elements  distributed with CD-ROM
Devices.

         (f)      "Direct  Response   Distribution"   Distribution  directly  to
consumers (not through  wholesalers or  intermediate  distributors),  and not by
sale in retail stores.

         (g)      "Territory".  The United States,  Canada and  Mexico and their
territories, possessions and military bases.


2.       Grant  of  Rights.   You  grant  and  assign  to  us  irrevocably   the
non-exclusive  rights,  under copyright and otherwise,  to copy and duplicate in
CD-ROM Devices the Programs which you make available for  distribution in CD-ROM
format, to copy and duplicate all Packaging  Materials used by you in connection
with those Programs, to advertise those Devices and to market,  distribute,  and
sell those Devices and  Materials by Direct  Response  Distribution,  during the
Term and in the Territory,  and to authorize our  subsidiaries and affiliates in
the Territory to do so.

<PAGE>

3.       Royalties.

         (a)      Basic  royalty  rates.  Your royalty  on each unit of Net Paid
Sales will be the higher of the following amounts:

                  (1)   The  applicable  percentage  of our Actual Selling Price
         specified in the "PERCENTAGE ROYALTY RATE" column below; or

                  (2)   The applicable amount specified in the "MINIMUM ROYALTY"
         column:

                 YOUR SUGGESTED              PERCENTAGE           MINIMUM
                 RETAIL LIST PRICE           ROYALTY RATE         ROYALTY
                   ("SRLP")
                  $70 and above                 17.5%               $4.50
                  $25     - $69.99              15%                 $3.00
                  ----------------              ---
                  $15     - $24.99              12.5%               $1.25
                  ----------------              -----
                  Under $15                     10%                 $0.50
                                                                    -----

If you do not publish a SRLP for the CD-ROM Device  concerned,  our regular list
price will be substituted for it in the calculation under this subparagraph (a).
Your royalties may be increased under subparagraph 3(b).

         (b)      Excess Introductory  Units If more than fifty percent (50%) of
our Net Paid  Sales of CD-ROM  Devices  in any SRLP  category  listed  above are
Introductory  Units, the royalty payable on those excess Introductory Units (the
excess  over 50%) will be  calculated  by  applying  the  applicable  percentage
royalty rate for that SRLP category to the average of our Actual  Selling Prices
for  all  CD-ROM  Devices  in  that  category,   excluding  Introductory  Units,
distributed under this agreement.

         (c)      Cumulative  Calculation.   The  calculation   called   for  in
subparagraph  3(b) will be made on a cumulative basis after the rendition of the
last royalty accounting statement due under this agreement.

         (d)      Foreign Sales.

                  (1)      Canada.  In respect of Net Paid Sales in Canada,  the
         list price and selling  price  amounts used in making the  calculations
         under this  paragraph 3 will be the same amounts in Canadian  currency,
         without exchange rate adjustments.  (For example, a unit sold in Canada
         will be  treated  as  having a SRLP of  $70.00  if your  SRLP for it in
         Canada is $70.00 (Canadian)). The royalties on Net Paid Sales in Canada
         will be calculated in Canadian  currency and paid in the equivalents in
         United States currency. (For example, if the SRLP of the unit concerned
         is $70.00 (Canadian),  the Minimum Royalty applicable to it will be the
         U.S. currency equivalent of $4.50 (Canadian)).

                  (2)      Mexico.  In respect of Net Paid Sales in Mexico,  the
         list price and selling  price  amounts used in making the  calculations
         under this paragraph 3 will be the equivalents in Mexican currency. The
         royalties  on Net Paid Sales in Mexico  will be  calculated  in Mexican
         currency and paid in the equivalents in United States currency.

                  (3)      Each  currency  conversion   calculation  under  this
         subparagraph  (d) will be based on the then current  exchange  rates at
         the close of the royalty accounting period concerned.

<PAGE>

4.       Royalty Accounting.

         (a)      We will compute and  pay  royalties due  you,  accompanied  by
accounting  statements,  within  sixty (60) days  after each March 31,  June 30,
September 30 and December 31 during the Term for the preceding three (3) months,
for each such three month period during which CD-ROM Devices are  distributed or
sold.

         (b)      You may, at  your  expense,  examine  our  books  and  records
relating to your account and the sale of CD-ROM  Devices  under this  agreement,
during our regular business hours and at the place where we regularly keep them,
for the sole purpose of verifying  the  accuracy of the  statements  sent to you
under  subparagraph  4(a).  You may make such an  examination  with respect to a
particular  statement  only once, and not later than one (1) year after the date
of the statement covering the cumulative calculation required under subparagraph
3(c).

         (c)      Each  royalty statement and  other  accounting rendered  by us
will be  conclusively  binding upon you and not subject to any  objection by you
for any reason unless you give us specific  notice of your  objections to it and
your  reasons for them before the end of the one year period  prescribed  in the
second sentence of  subparagraph  4(b). You will not have the right to sue us in
connection  with any  accounting  or for  royalties  on sales of CD-ROM  Devices
during the period covered by an accounting,  unless you commence the suit within
that one year period.


5.       Mechanical Royalties and Other Payments.  You will make all payments to
third  parties,  including  but not  limited  to  payments  to holders of rights
(including  copyrights) in musical  compositions,  master  recordings,  literary
material, audio and audiovisual elements, computer software programs,  graphics,
technology,  artwork, photographs,  names and likenesses,  required by reason of
the use of the  Programs in the  duplication,  modification  or marketing of the
CD-ROM Devices.


6.       Duplicating.

        (a)       (1)     This  subparagraph  6(a) will apply in those instances
in  which  we  elect  to  procure   duplication  of  CD-ROM  Devices  from  you.
Subparagraph 6(b) below will apply when we elect to duplicate them ourselves (or
have them duplicated by others for our account).

                  (2)      You will supply us with the CD-ROM Devices we require
for  distribution,  ready for delivery to our  customers,  in the same  quality,
packaging and format as the units you  distribute in the highest  quality retail
channels through which you distribute CD-ROM Devices.

                  (3)      The CD-ROM Devices  furnished under this subparagraph
6(a) will not contain any advertising or promotion  material or any other matter
that is not an integral part of the Program designated in our duplication order.
You  will  not  package  those  Devices  with any  inserts,  stickers,  or other
materials that: (1) are not customarily  packaged in your general release of the
CD-ROM Devices concerned; (ii) advertise or promote any CD-ROM products or other
interactive  or multimedia  products not  available to us under this  agreement;
(iii)  advertise  or  promote  any  Program  on or in any  platform,  format  or
technology  other than CDROM  Devices,  or (iv)  advertise or promote any Direct
Response Distribution or other direct marketing.

<PAGE>

                  (4)     We shall  pay you for the CD-ROM Devices you duplicate
for us in accordance  with prices listed on Schedule A plus the cost of shipping
direct from your  duplicator  to our  designated  facility.  You  represent  and
warrant  that the prices in Schedule A are your actual  duplication  costs,  FOB
your duplicator (i.e., that they do not include any creative or mastering costs,
order  processing or inventory  control  costs,  or  allocations  of overhead or
profit).  You will  review  those  duplicating  costs not less  frequently  than
semi-annually,  will notify us of any  reductions or increases in them, and will
adjust those duplicating prices commensurately with those changes.

                  (5)     With respect to the duplication and delivery of CD-ROM
Devices,  we will be treated no less  favorably  than any other  distributor  of
CD-ROM Devices for whom you duplicate or furnish duplicated  product.  You shall
make reasonable  efforts to deliver the CD-ROM Devices within fourteen (14) days
of receipt of our order.  In no event will any CD-ROM Devices be delivered to us
later than thirty (30) days after receipt of our order.  All CD-ROM Devices will
be bulk-packed for shipment to us in accordance with our specifications.

                  (6)     Payment for all CD-ROM  Devices ordered and shipped to
us shall be made within  thirty  (30) days of delivery of the CD-ROM  Devices or
our receipt of your invoices, whichever is later. All sales to us shall be final
and we shall  have no right to return  any  unsold or  returned  CD-ROM  Devices
except  defective  units. Any units returned as defective will be accompanied by
statements  describing the defect(s).  We will pay all sales taxes or equivalent
taxes resulting directly from the sale and delivery of the CD-ROM Devices to us.

         (b)      (1)     If we so  elect in any  instance, we  may  procure the
duplication of CD-ROM Devices,  including  packaging,  from other sources. If we
do, this subparagraph 6(b) will apply instead of subparagraph 6(a).

                  (2)     All CD-ROM  Devices duplicated under this subparagraph
(b) will be of a quality  comparable to the quality of CD-ROM Devices containing
the Program concerned distributed by you.

                  (3)     You will furnish to us, promptly after our request:

                           (i)      Any master,  duplicating or other  materials
         relating to the Program  that we may  require  for the  manufacture  of
         first  class   quality   CD-ROM   Devices   suitable   for   commercial
         distribution;

                           (ii)     Duplicating   film  for  the  production  of
         Packaging  Materials and labels, or, if we so elect,  graphic materials
         suitable for our use in cre~ting our own Packaging Materials and labels
         (including   modified  Packaging  Materials  to  conform  with  section
         6(a)(3)); and

                           (iii)    Any  technical  assistance  and  information
         (including but not limited to copyright,  trademark,  patent and credit
         information)  that we require to duplicate CD-ROM Devices and Packaging
         Materials.

We will reimburse you for your actual costs (excluding all origination  charges)
incurred  in  furnishing  materials  and  assistance  to us under  this  section
6(b)(3). After the end of the Term, we will return those materials to you or, at
your request,  destroy them and furnish you with an affidavit  attesting to such
destruction.

<PAGE>

7.       Termination and Post-Termination Sales For six (6) months after the end
of the Term ("Sell-Off  Period"),  we may advertise,  distribute and sell CD-ROM
Devices  duplicated or in the process of  duplication by you or by us at the end
of the Term. We will pay royalties and render  statements  regarding those sales
in the same manner as during the Term. After the end of the Sell-Off Period,  we
will notify you of the number and types of CD-ROM Devices  remaining on hand and
you may, at your option  exercisable  by notice  within  thirty (30) days of our
notice,  purchase any such CD-ROM Devices at our actual  duplicating  costs plus
shipping and handling  charges or instruct us to destroy them.  You will pay all
amounts payable in connection with the sale of all such CDROM Devices  purchased
by you.


8.       Advertising, Promotion, Packaging and Labels; Review Samples.

         (a)      We shall  have the right to use and  authorize  others  to use
the names,  likenesses  and voices of the  performers and other persons who have
rendered services in connection with the Programs, and biographical  information
about them, for  advertising and purposes of trade in connection with the CD-ROM
Devices and in institutional advertising for our company in all formats, markets
and media now known or hereafter devised.

         (b)      We may use  synopses  and  excerpts  from the  Program(s)  and
pre-existing   advertising,   publicity  and   promotional   materials  for  the
Program(s), in advertising,  promoting and publicizing the CD-ROM Devices in any
medium and by any method, including but not limited to compact disc samplers and
electronic  catalogs,  and may  authorize  others to do so,  without  additional
payment.  You will furnish us with such technical  assistance and information as
we may reasonably  require to prepare such advertising,  promotion and publicity
materials.  At our  request,  you  shall  promptly  deliver  to us a  reasonable
quantity  of  pre-existing   advertisements,   publicity  pieces  and  promotion
materials  concerning all the components of the Program as are available to you,
including but not limited to:

                  (1)     copies of critics' reviews or other commentaries;

                  (2)     a  synopsis  of   the  advertising  credits  used  for
         distribution;

                  (3)     a  list  of  principal  performers  and  their  roles,
         creators,  animators, and other significant contributors to the Program
         (including but not limited to voice-over and character voice talent);

                  (4)     a list of all  underlying  and pre-existing  materials
         contained  in the  Program or upon  which the  Program is based and the
         name of the licensor or supplier; and

                  (5)     a music cue sheet in customary form containing titles,
         composers, timings, copyrights owners and publishers.

We will  reimburse  you for your actual costs  (excluding  all  creative  costs)
incurred in furnishing  materials and  assistance to us under this  subparagraph
8(b).  After the end of the Term,  we will return such  materials  to you or, at
your request,  destroy them and furnish you with an affidavit  attesting to such
destruction.

         (c)      We shall have the right  to use the labels, trademarks,  trade
names,  designs and artwork owned,  controlled,  or distributed by you on CD-ROM
Devices and in packaging, advertising and other marketing materials for them.

         (d)      You will furnish  us with  five (5) samples of each Program in
your catalog during the

<PAGE>

Term for review purposes.


9.       Warranties and Representations.

         You warrant and represent:

                  (a)     You have the right and  power to enter  into and fully
perform this agreement;

                  (b)     No  Materials (defined  below), or  any  use  of  them
in accordance with this agreement will violate any law, infringe upon the rights
of any person or entity,  or otherwise  cause us to incur liability to any third
party. "Materials," in this subparagraph (b), means the Programs and any related
materials, including computer software programs, technology, graphics, dramatic,
literary, musical, or artistic elements, ideas, or other intellectual properties
contained in or furnished by you for use in connection  with the Programs or the
packaging, advertising, promotion or marketing of CD-ROM Devices made from them;
and

                  (c)     We will not be required to make any payments  or incur
any  liability  by reason of our  exercise of our rights  under this  agreement,
except the payments specifically provided for in this agreement.


10.      Indemnity.  You will at  all  times  indemnify  and  hold  us  and  our
licensees  harmless from and against any and all claims,  damages,  liabilities,
cost and expenses, including legal expenses and reasonable counsel fees, arising
out of any breach or alleged  breach by you of any  warranty  or  representation
made by you in this agreement. Pending the resolution of any claim in respect of
which we are entitled to be indemnified, we will not withhold monies which would
otherwise  be payable to you under this  agreement in an amount  exceeding  your
potential liability to us under this paragraph.


11.      Withdrawal of Programs You  may terminate our  rights under paragraph 2
in any  Program  for all or part of the  Territory  ("Terminated  Area")  if the
payments you are required to make to others by reason of our  distribution of it
exceed the royalties we are required to pay you. You will give us at least three
(3) months' prior notice of any such termination.


12.      Assignment. Either party may assign  its rights under this agreement in
whole or in part to any  subsidiary or  controlling  corporation,  to any entity
owned or controlled by it, or to any entity  acquiring a substantial  portion of
its  assets,  and such  rights may be  assigned  by any such  assignee.  No such
assignment  shall  relieve  such  party  of any of its  obligations  under  this
agreement.


13.      Notices.  All notices  under this  agreement  shall be  in  writing and
shall  be given by  courier  or other  personal  delivery  or by  registered  or
certified mail at the  appropriate  address  indicated  above or at a substitute
address designated by notice by the party concerned.  Each notice to us shall be
addressed  for  the  attention  of  our  Senior  Vice  President,  Business  and
Government  Affairs,  and a copy  of  each  notice  sent  to us  shall  be  sent
simultaneously  to our Senior Vice President and General Counsel.  Notices shall
be deemed given when delivered to the courier,  personally delivered, or mailed,
except that a notice of change of address shall be effective  only from the date
of its receipt.

<PAGE>

14.      Miscellaneous

         (a)      Force  Majeure.   If  we   are   materially  hampered  in  the
duplication,  advertising, distribution or sale of CD-ROM Devices because of act
of God,  accident,  fire, labor dispute,  riot or civil disorder,  act of public
enemy,  enactment  or act  of any  government  or  governmental  instrumentality
(whether federal,  state,  local or foreign),  failure of technical  facilities,
failure or delay of  transportation  facilities,  or other cause of a similar or
different nature not reasonably within our control, then we will have the right,
without limiting our other rights,  to suspend the running of the Term by notice
to you,  for the  duration  of such  contingency.  All dates and periods of time
prescribed  in this  agreement  and  occurring  during or  affected  by any such
suspension may be postponed or extended, at our discretion, for a period of time
equivalent to the duration of the suspension.

         (b)      Entire agreement; Captions. This agreement contains the entire
understanding  of the  parties  relating  to its  subject  matter  and cannot be
changed orally.  Paragraph  captions are included for convenience  only and will
not limit the interpretation of any provision.

         (c)      Waiver; Remedies. A waiver  of any term  or condition  of this
agreement  in any instance  shall not be deemed to waive it for the future.  All
remedies, rights,  undertakings,  obligations,  and agreements contained in this
agreement  shall be  cumulative  and none of them shall be in  limitation of any
other remedy, right, undertaking, obligation or agreement of either party.

         (d)      Applicable  Law.  THIS  AGREEMENT HAS BEEN ENTERED INTO IN THE
STATE OF NEW YORK,  AND ITS  VALIDITY,  INTERPRETATION  AND LEGAL EFFECT WILL BE
GOVERNED BY THE LAWS OF THAT STATE  APPLICABLE  TO  CONTRACTS  ENTERED  INTO AND
ENTIRELY  PERFORMED THERE.  THE NEW YORK COURTS (STATE AND FEDERAL),  ONLY, WILL
HAVE JURISDICTION OF ANY CONTROVERSIES  REGARDING THIS AGREEMENT;  ANY ACTION OR
OTHER  PROCEEDING  WHICH  INVOLVES SUCH A  CONTROVERSY  WILL BE BROUGHT IN THOSE
COURTS, IN NEW YORK COUNTY, AND NOT ELSEWHERE. ANY PROCESS IN ANY SUCH ACTION OR
PROCEEDING  MAY, AMONG OTHER METHODS,  BE SERVED BY DELIVERING IT OR MAILING IT,
BY REGISTERED OR CERTIFIED  MAIL,  DIRECTED TO THE  APPLICABLE  ADDRESS ABOVE OR
SUCH OTHER ADDRESS AS THE PARTY  CONCERNED  MAY DESIGNATE  PURSUANT TO PARAGRAPH
13. ANY SUCH  DELIVERY  OR MAIL  SERVICE  WILL HAVE THE SAME  EFFECT AS PERSONAL
SERVICE WITHIN THE STATE OF NEW YORK.

         (e)      Severability  The  invalidity  or  unenforceability   of   any
provision   of  this   agreement   shall  in  no  way  affect  the  validity  or
enforceability of any other provision of this agreement.

         (f)      Breach.  Neither party shall be entitled to recover damages or
to  terminate  the Term by reason of any breach of this  agreement  by the other
party,  unless the latter party has failed to remedy the breach concerned within
twenty-one (21) days after notice.

                                       THE COLUMBIA HOUSE COMPANY

                                       By:   /s/ AJG
                                           ---------------------------------

                                       WAREVER CORP.

                                       By: /s/ Craig R. Hendricks
                                           ---------------------------------

<PAGE>


Our  taxpayer  identification  number  is  87-0498368.  Under the  penalties  of
perjury, I certify that this information is true, correct, and complete.

                                           /s/ Craig R. Hendricks, President
                                           ---------------------------------
                                           For: /WAREVER CORP.


                                   SCHEDULE A

                          (Reference: Section 6(a)(4))





<PAGE>


                                   SCHEDULE A



Product            Description                                        Price
-------            -----------                                        -----
Action Plus LE     Powerful, yet easy-to-use productivity too         $49.95
                   including contact manager, scheduler, and
                   word processor. Designed to increase your
                   sales and help you service your customers
                   better.

                     Pricing:  Units per Order                   Cost of Goods
                               ---------------                   --------------
                               50 - 100                               $5.88
                               101-250                                $5.49
                               251-500                                $5.19
                               501-1,000                              $4.89
                               1,001+                                 $4.49

Action Spreadsheet Excel-compatible, Windows spreadsheet

                     Pricing:  Units per Order                   Costs of Goods
                               ---------------                   --------------
                               50 - 100                               $2.47
                               101-250                                $2.19
                               251 - 500                              $1.98
                               501-1,000                              $1.89
                               1,001+                                 $1.77


Action Planner     Helps you manage your time better. Includes        $29.95
                   Personal   scheduler   and  day  planner.
                   Prints to popular Day planners.

                     Pricing:  Units per Order                   Cost of Goods
                               ---------------                   --------------
                               50 - 100                               $2.94
                               101-250                                $2.71
                               251-500                                $2.45
                               501 - 1,000                            $2.29
                               1,001+                                 $2.05