<PAGE>

    CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
     HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.

                                                                   EXHIBIT 10.61

                     PRODUCT FULFILLMENT SERVICES AGREEMENT

      This Product Fulfillment Services Agreement ("Agreement") entered into as
of March 17, 2004 ("Effective Date") by and between Barnes & Noble, Inc., a
Delaware Corporation, with its principal place of business located at 122 Fifth
Avenue, New York, New York 10011 ("B&N"), and AEC One Stop Group, Inc., a
Delaware corporation, with its principal place of business located at 4250 Coral
Ridge Drive, Coral Springs, FL 33065 ("AEC") (each a "PARTY", together the
"PARTIES").

      WHEREAS, B&N does business in the area of selling books, and pre-recorded
audio and video products in all formats, by offering such products to individual
customers in B&N's retail stores; and

      WHEREAS, AEC is in the business of wholesaling and fulfilling orders for
the following: (i) Pre-recorded audio recordings (i.e., compact discs, and other
related formats); and (ii) video (i.e., DVDs, VHS tape, and other related
formats); and

      WHEREAS, the Parties hereto previously entered into a Short Form Agreement
for Fulfillment Services (the "SHORT FORM AGREEMENT"), dated August 15, 2002,
which pursuant to the terms thereof contemplated a long form agreement for
fulfillment services which would supersede and replace the Short Form Agreement;
and

      WHEREAS, the Parties hereto desire to enter into this Agreement to
supersede and replace the Short Form Agreement for fulfillment services, and

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereto hereby agree as follows:

1.    PRODUCTS

      The products covered by this Agreement shall be pre-recorded audio
      recordings (i.e., compact discs, and other related formats) and audio
      (i.e., DVDs, VHS tape, and other related formats) ("Products"). Other
      Products shall be as mutually agreed to in writing between the Parties.
      AEC buys Products from third party manufacturers and distributors.

2.    PRODUCT EXCLUSIVITY/WHOLESALE FULFILLMENT

      a.    Exclusivity. B&N shall purchase Products exclusively from AEC.
            However, should AEC be unable to make certain Products available to
            B&N on a timely basis, B&N may purchase those Products from third
            parties until such time as AEC is able to make them available to
            B&N. AEC shall provide Products to B&N for distribution within the
            United States (other territories as specifically

<PAGE>

            permitted by the manufacturers and distributors), through B&N's
            sales channels, including but not limited, to its present and future
            stores and distribution centers.

      b.    For purposes of clarification, notwithstanding Section 2.a. above,
            the Parties herein acknowledge that B&N is permitted to buy Products
            direct from manufacturers.

      c.    Fill Standards. AEC represents that each average fill percentage
            over any three (3) consecutive month measurement period shall be as
            follows (excluding cut-outs, imports and selected Product not
            available from vendors):

            i.    [***] percent ([***]%) on Commercially Available Products;

            ii.   [***] percent ([***]%) on Commercially Available Top Hits
                  Product.

      d.    Statistical Reserve. B&N shall provide AEC reporting of the
            shortages and overages on an ASN level (the "STATISTICAL RESERVE
            REPORT").

      This Statistical Reserve Report shall be based on a sampling of B&N
      control stores, and such control stores to be determined and chosen by
      B&N, except that sampling shall include no fewer than forty (40) stores.

      To determine the statistical reserve in the Statistical Reserve Report,
      B&N, for the relevant time period, shall divide the number of AEC product
      shortages (net of overages) into the total number of units shipped by AEC
      in that time period for the controlled stores. Such reporting shall
      exclude shipments not received by B&N (for which AEC credits separately).

      The Statistical Reserve Report shall be provided to AEC within sixty (60)
      days of the end of each B&N fiscal quarter and shall be cumulative over
      the B&N fiscal year (the B&N Fiscal year runs February 1 to January 31).

      The parties have agreed that B&N may hold back such statistical reserve as
      follows:

            i.    From the Effective Date through the first anniversary of the
                  Term, B&N may hold back [***] percent ([***]%) from payments
                  due AEC.

            ii.   For the second (12) twelve months of the Term, B&N may hold
                  back a statistical reserve equal to the percentage
                  corresponding to the actual net product shortages/overages
                  during the first year of the Term.

      Right to Audit Statistical Reserve Reports. During the Term of this
      Agreement and for two (2) years thereafter, B&N will permit its books and
      records to be audited by AEC during normal business hours at a mutually
      agreeable time and place solely as may be

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[***] indicates confidential material redacted and filed separately with the
Commission.

                                      -2-
<PAGE>

      necessary to verify accuracy of the Net Shortage/Overage Reports. AEC has
      the right to audit only those books and records as may be required for the
      purpose of determining the accuracy of such report. The books and records
      of B&N and all results of the audit shall be deemed Confidential
      Information of B&N under the terms of this Agreement. An audit may be
      performed of the books and records only once per year and no statement may
      be audited more than once. The Parties shall promptly reconcile any
      overpayments or underpayment.

3.    PRODUCT AVAILABILITY

Definitions

      a.    "Commercially Available". A particular Product is Commercially
            Available if, at the time the Order for such Product is received by
            AEC, or during the process of such Order being fulfilled, such
            Product is in the inventory of AEC and (a) is generally available
            for sale as a special order; or (b) has not been deleted from the
            catalog of the company that releases such Product.

      b.    "Ordered Product" shall mean the units of Product ordered by B&N
            with a Verified Order.

      c.    "Verified Order" or "Order" means an order for Product that has been
            authorized by AEC because such order Commercially Available.

      d.    "Product Availability File" contains information gathered by AEC
            from Product manufacturers and distributors (with no representation
            from such suppliers as to continuing accuracy) regarding Product
            availability and pricing. Such file may also contain information
            about Products that AEC can secure on behalf of B&N as a special
            order. AEC agrees to provide B&N, "as is" and at no cost, access to
            a Product availability file.

4.    TERM

      This Agreement will terminate two (2) years from the Effective Date
      ("Term"). This Agreement will terminate two (2) years from the Effective
      Date, with automatic one (1) year renewals for each of the following
      successive three years only (the "Term"), unless one Party notifies the
      other in writing of its intent to terminate this Agreement no less than
      ninety (90) days before the Term then in effect.

5.    PRICES

      The prices charged to B&N for the Products are as follows:

            Audio Product Pricing - [***]% off of AEC's "sheet price" (or
"SPI").

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[***] indicates confidential material redacted and filed separately with the
Commission.

                                      -3-
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            Video Product Pricing - [***]% above "manufacturer sheet pricing"
(or "C Cost")

6.    TAXES

      AEC's prices do not include sales, use, excise, or similar taxes. The
      amount of any valid present or future sales, use, excise, or other similar
      tax that is attributable to B&N shall be paid by B&N.

7.    FEES AND COSTS

      Any fees and costs charged to B&N herein shall be in accordance with the
      existing wholesale relationship between the Parties.

8.    PAYMENT

      All shipments other than new B&N stores will continue to be invoiced net
      xxx (xxx) days; new B&N store initial orders shall be invoiced net
      xxx (xxx) days from the store's first open date.

9.    SHIPPING TERMS

      The wholesale fulfillment services (including without limitation, product
      stickering, special handling, account representative services, and
      shipping and return services and procedures) shall be performed by AEC in
      accordance with the existing wholesale relationship between the Parties.

10.   RETURNS

      a.    Incentives. B&N shall have [***] percent ([***]%) returns privileges
            with the ability to earn rebates in any 12-month period as follows
            (12-Month Measure Period shall be from the Effective Date through
            the last day of the twelfth month of the Term; or from the
            thirteenth month through the twenty-fourth month of the Term);

Return - S Incentives*     * For every [***] percent ([***]%) point increment
[***] to [***]%  $[***]    commencing with returns levels less than [***]
                           percent ([***]%), through returns levels down to
[***] to [***]%  $[***]    [***] percent ([***]%), B&N shall receive [***]
                           dollars ($[***]).

                           For the avoidance of doubt, if B&N returns in a
                           twelve (12) month measured period were equal to:

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[***] indicates confidential material redacted and filed separately with the
Commission.

                                      -4-
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                           (a) [***] ([***]%) percent, then B&N shall earn
                               [***] dollars ($[***]) in returns rebates; or

                           (b) [***] percent ([***]%), then B&N shall earn
                               [***] dollars ($[***]) in returns rebates.

                     Rebates earned, if any, shall be paid within [***] days
                     after the completion of any twelve (12) month measured
                     period.

      b.    B&N Returns of breached product. Any opened or breached Product
            returned to AEC, which AEC is not permitted to return to
            manufacturer or distributor for credit, shall be sold and credited
            to B&N upon terms mutually agreed between B&N and AEC.

11.   DELETED PRODUCT/CUT-OUTS

      On the tenth (10th) day of each month, AEC shall provide B&N a Deleted
      Product Cut-Outs Report containing Product processed for the previous
      calendar month. AEC shall credit B&N an amount equal to [***] ([***]%)
      percent of such product reported that is returned by B&N to AEC within the
      [***] days following the date of the report. AEC shall credit B&N an
      amount equal to [***] ([***]%) percent of such product reported that is
      returned by B&N to AEC between the [***] and [***] day following the date
      of the report. For returns after [***] days, B&N shall have no right to
      any such credit.

12.   PRODUCT RETURNS DEDUCTION CAP

      During the Term, B&N shall be limited to deducting no more than [***]
      dollars ($[***]) for returns against any weekly remittance due from
      January 1 through June 30 in any year. Any credit balance due B&N from AEC
      as a result of the returns deduction cap shall be paid by AEC to B&N in 13
      equal weekly installments, commencing with the first Friday in July in
      that year.

13.   GECC

      The Parties acknowledge that General Electric Credit Corporation ("GECC")
      is AEC's lienholder, and as such B&N agrees that it shall permit GECC,
      with respect to any AEC owned inventory located at B&N's warehouse:

      i.    reasonable access to any such AEC's inventory; and

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[***] indicates confidential material redacted and filed separately with the
Commission.

                                      -5-
<PAGE>

      ii.   to enter into a customary access agreement with B&N, as reasonably
            required by GECC, to permit such access; and

      iii.  to foreclose upon or take possession of any such AEC's inventory at
            B&N's premises pursuant to the terms of its security interest in
            such inventory.

14.   CONFIDENTIALITY AND PROPRIETARY RIGHTS

      a.    During and following the term hereof, each Party to this Agreement
            expressly undertakes to retain in confidence, and to require and
            cause its subsidiaries and affiliates and its and their respective
            employees, contractors and agents to retain in confidence, all
            information and know-how transmitted to such Party (the "RECEIVING
            PARTY"), (i) which the disclosing Party hereunder (the "DISCLOSING
            PARTY") has identified in writing as being proprietary and/or
            confidential or (ii) which the Receiving Party reasonably should
            know, based upon the nature of the information being disclosed,
            ought to be treated as confidential (collectively "Confidential
            INFORMATION"). The Receiving Party will make no use of such
            Confidential Information except as expressly authorized under this
            Agreement. Either party may, however, disclose Confidential
            Information if required by law, provided such Party shall give the
            other reasonable notice prior to such disclosure and shall comply
            with any applicable protective order or equivalent. Under no
            circumstances shall a Disclosing Party be entitled to terminate this
            Agreement for an alleged unauthorized use or disclosure by the
            Receiving Party of Confidential Information which was not marked as
            "confidential" or "proprietary" unless such disclosure was of such
            material nature as to cause harm to the non-disclosing Party (in
            which case the Disclosing Party may terminate this Agreement to the
            extent permitted under Section 17 herein).

      b.    Without limiting the generality of Section 14(a) above, the Parties
            agree that the following information disclosed by one Party to the
            other shall be deemed Confidential Information: the capabilities,
            technical descriptions and source code relating to either Party's
            released or unreleased software or hardware products or services;
            the marketing or promotion plans of any product or service of either
            Party; either Party's business policies or practices; and
            information received from others that either Party is obligated to
            treat as confidential.

      c.    Both Parties acknowledge that unauthorized disclosure or use of
            Confidential Information could cause irreparable harm and
            significant injury, which may be difficult to ascertain.
            Accordingly, both Parties agree that the aggrieved Party will have
            the right to seek and obtain injunctive relief from breaches of this
            Section 14, in addition to any other rights and remedies it may
            have. Both parties agree that each has and shall retain ownership
            rights to its own Confidential Information, and that upon expiration
            or termination of this Agreement each Party shall return and shall
            not retain the Confidential Information of the other Party.

                                      -6-
<PAGE>

      d.    Notwithstanding anything in this Section 14 to the contrary,
            Confidential Information shall not be construed to mean any
            information which the Receiving Party can show: (i) is, or
            subsequently becomes, publicly available other than as a result of
            the Receiving Party's breach of any obligation owed to the
            Disclosing Party or a third party; (ii) became known to the
            Receiving Party prior to the Disclosing Party's disclosure of such
            information to the Receiving Party, (iii) became known to the
            Receiving Party from a source other than the Disclosing Party other
            than as a result of such source's breach of an obligation of
            confidentiality owed to the Disclosing Party; (iv) is independently
            developed by the Receiving Party, or (v) has been authorized for
            disclosure by the Disclosing Party.

15.   WARRANTIES AND REPRESENTATIONS

      a.    By AEC. AEC warrants and represents for the benefit of B&N as
            follows: (i) the AEC Services will be rendered in accordance with
            all requirements identified in this Agreement and (ii) AEC has all
            rights, licenses and authorizations required to enter into and
            perform this Agreement, and the performance by AEC of its
            obligations pursuant to this Agreement will not violate any United
            States federal, state or municipal laws, rules, regulations or
            ordinances or the provisions of any agreement to which AEC is a
            party or by which AEC is bound; (iii) AEC will use commercially
            reasonable efforts to ensure that any reports to be delivered to B&N
            hereunder will be complete and accurate provided, however, that AEC
            expressly disclaims any warranty or representation regarding the
            accuracy of the availability and pricing data and generally any data
            contained in the Product Availability File (given such data's
            origination with the suppliers); and (iv) AEC's title to the
            Products is good and free and clear of all encumbrances and liens.

      b.    By B&N. B&N warrants and represents for the benefit of AEC as
            follows: (i) B&N responsibilities and promises herein will be
            rendered in accordance with all requirements identified in this
            Agreement; (ii) B&N has all rights, licenses and authorizations
            required to enter into and perform this Agreement and the
            performance by B&N of its obligations pursuant to this Agreement
            will not violate any United States federal, state or municipal laws,
            rules, regulations or ordinances or the provisions of any agreement
            to which B&N is a party or by which B&N is bound; (iii) B&N will use
            commercially reasonable efforts to ensure that any reports to be
            delivered to AEC hereunder will be complete and accurate; (iv) B&N
            has all necessary rights to sell Products to Customers; and (v) B&N
            shall provide a sales tax resale certificate for each state that
            shipment is to be made to, and if necessary, B&N shall provide
            resale certificates for any state upon AEC's request.

16.   INDEMNIFICATION

      a.    By AEC. AEC shall indemnify, hold harmless and defend B&N and all of
            B&N's employees, officers, directors and agents from and against any
            and all subpoenas

                                      -7-
<PAGE>

            served, and/or claims threatened, damages, losses, liabilities,
            suits, actions, demands, proceedings (whether legal or
            administrative) and expenses (including but not limited to
            reasonable attorneys' fees incurred, with or without suit, in
            arbitration or mediation, on appeal or in a bankruptcy or similar
            proceeding) (collectively, "Claims") threatened, asserted or filed
            by a third party against any of the aforesaid persons or entities to
            the extent that such third party Claims arise out of or relate to
            (i) the breach of any material warranty, representative or agreement
            made by AEC in this Agreement; or (ii) any grossly negligent or
            tortious act, willful misconduct or willful omission by AEC;
            provided, however, the foregoing indemnity obligation shall be
            binding if, and only to the extent that, the Claim at issue does not
            arise out of or relate to: (a) a matter in respect of which AEC is
            entitled to indemnification under Section 16(b) below, or (b) the
            Product Availability File.

      b.    By B&N. B&N shall indemnify, hold harmless and defend AEC and all
            employees, officers, directors and agents of AEC from and against
            any and all subpoenas served, Claims threatened, asserted or filed
            by a third party against any of the aforesaid persons or entities to
            the extent that such third party Claims arise out of or relate to:
            (i) the breach of any material warranty, representation or agreement
            made by B&N in this Agreement; or (ii) any grossly negligent or
            tortious act, willful misconduct or willful omission by B&N. The
            foregoing indemnity obligation shall be binding if, and only to the
            extent that, the Claim at issue does not arise out of or relate to a
            matter in respect of which B&N is entitled to indemnification under
            Section 16(a) above.

      c.    Manner of Exercise. Any person or entity that is entitled to be
            indemnified pursuant to this Section 16 ("Indemnified Party") must
            first give prompt notice to the indemnifying Party (the
            "Indemnifying Party") in writing of the occurrence of the Claim for
            which indemnity is requested and, at the option of the Indemnifying
            Party, the Indemnifying Party may assume the handling, settlement
            and defense of such Claim, in which event the Indemnified Party will
            cooperate in all reasonable respects with the Indemnifying Party at
            the Indemnifying Party's expense. The Indemnifying Party shall
            reimburse the Indemnified Party on demand for any payment made by
            the Indemnified Party in respect of any Claim to which the foregoing
            indemnity relates which either (i) has resulted in an adverse
            judgment against the Indemnified Party or (ii) has been settled with
            the written consent of the Indemnifying Party, which it may withhold
            for any reason.

17.   DEFAULT AND TERMINATION

      a.    B&N shall have the right to terminate this Agreement before the
            expiration of the Term:

            i.    if AEC fails to meet the Fill Standards set forth in Section
                  2(c) above; or

                                      -8-
<PAGE>

            ii.   upon an AEC Change of Control (as defined below), provided B&N
                  notifies AEC of the election to terminate not later than
                  thirty (30) days following the dare of the consummation of an
                  AEC Change of Control.

                        As used herein, an "AEC CHANGE OF CONTROL" shall be
                        defined as (a) the sale, exchange or transfer of all or
                        substantially all of AEC's assets; (b) any transaction
                        or series or related transactions in which one or more
                        entities directly or indirectly acquire ownership of or
                        control over capital stock of AEC (or securities
                        exchangeable for or convertible into such stock)
                        entitled to elect fifty percent (50%) of the number of
                        shares of AEC common stock outstanding on the date
                        thereof, or (c) otherwise become (by contract or
                        otherwise) entitled to exercise control over or elect
                        fifty percent (50%) or more of AEC's Board of Directors.

      b.    Default. In the event of a default (a "DEFAULT"), the non-defaulting
            Party shall have the right to terminate this Agreement by giving
            notice to the other Party under this Agreement and of its election
            to terminate this Agreement, after the non-defaulting Party becomes
            aware of such Default. Each of the following is a Default:

            i.    The failure of either Party to materially perform any of such
                  Party's obligations contained in this Agreement, which failure
                  has not been cured within ten (10) days, in the case of a
                  breach in any payment obligation hereunder, or thirty (30)
                  days, in the case of a breach in any other kind of obligation
                  hereunder, after the non-breaching Party provides notice to
                  the breaching Party describing the breach(s) in reasonable
                  detail.

            ii.   The occurrence of any of the following: (a) any Party admits
                  in writing its inability to pay its debts generally or makes a
                  general assignment for the benefit of creditors; (b) any
                  affirmative act of insolvency by any party filing by any Party
                  of any petition or action under any bankruptcy,
                  reorganization, insolvency, arrangement, liquidation,
                  dissolution or moratorium law, or any other similar law or
                  laws for the benefit of, or relating to, debtors; (c) the
                  filing, by any third party, against any party of any petition
                  or action of the type described in clause (b) above, which has
                  not been either controverted by such Party within fifteen (15)
                  days after its receipt of the service of process dating to
                  such filing, or stayed or dismissed within thirty (30) days
                  after the time of such receipt; (d) the subjection of a
                  material part of any Party's property to any levy, seizure,
                  assignment or sale for or by any creditor, third party or
                  governmental agency, provided that such levy, seizure,
                  assignment or sale has not been stayed, discharged or reversed
                  within thirty (30) days after the date of issuance of the
                  order or decree which authorized the same; or (e) the issuance
                  of an injunction enjoining either Party from performing any of
                  its material obligations hereunder, which injunction has not
                  been stayed,

                                      -9-
<PAGE>

                  discharged or reversed within thirty (30) days after the date
                  of issuance of the order or decree which authorized the same.

      c.    Effect of Default and Termination. If there is a Default or this
            agreement is terminated or otherwise expired, this Agreement shall
            terminate and the Parties shall have all rights and remedies
            provided in this Agreement upon termination in addition to those
            rights and remedies it may have under law or equity, subject to
            Section 18 (Limitation of Liability) hereof. Upon termination or
            expiration of the Agreement, B&N's access to the Product
            Availability File shall cease, and B&N shall purge and destroy all
            Product Availability File data from any location it was placed by
            B&N. Within seven (7) days of termination or expiration, the Parties
            shall certify, in writing, to the cessation and destruction of any
            proprietary information of the other Party.

18.   LIMITATION OF LIABILITY

      IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
      SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OF ANY NATURE OR LOST PROFIT
      DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
      The foregoing shall not be interpreted to limit either Party's right to be
      fully indemnified to the extend provided under Section 16 for damages
      claimed by a third party.

19.   FORCE MAJEURE

      Neither Party shall be in breach of this Agreement solely due to causes
      beyond the control and without the fault or negligence of such Party. Such
      causes may include, but are not restricted to, acts of God or of a public
      enemy, acts of terrorism, acts of war, acts of the government in either
      its sovereign or contractual capacity, fires, floods, epidemics,
      quarantine restrictions, strikes, freight embargoes, power failure, or
      failure of the U.S. postal system. Both Parties agree to inform the other
      of any Force Majeure event within 72 hours of its occurrence, or as soon
      as possible. Failure to notify of such event within 72 hours may result in
      forfeiture by either Party to claim that such an event has occurred.

20.   NOTICES

      All notices, requests, demands and other communications which are required
      or may be given under this Agreement shall be in writing and shall be
      deemed to have been duly given if hand-delivered or mailed by either
      registered or certified mail, return receipt requested, or by nationally
      recognized overnight courier service, receipt confirmed. In the case of
      notices via first-class or courier service, notices shall be deemed
      effective upon the date of receipt or upon the date returned for
      non-delivery. Notices shall be addressed to the Parties as set forth
      below, unless either Party notifies the other of a change of address, in
      which case the latest noticed address shall be used:

                                      -10-
<PAGE>

      Notices to BYN:                            Notices to AEC:
      Mr. Chuck Gorman                           AEC One Stop Group, Inc.
      Vice President of Music and Video          Attn:  President and CEO
      Barnes & Noble, Inc.                       4250 Coral Ridge Drive
      122 Fifth Avenue, 7th Floor                Coral Springs, FL  33065
      New York, NY  10011

      Copy to:                                   Copy to:
      Barnes & Noble, Inc.                       Legal Dept.
      122 Fifth Avenue                           Fax: 954-255-4068
      New York,  NY  10011                       Phone: 954-255-4058
      Attn:  Legal Department                    Email: legsec@acnt.com

21.   GENERAL

      a.    Relationship of the Parties. The relationship between the Parties
            shall be an independent contractor relationship. Nothing herein
            shall be construed as creating or constituting the relationship of
            employer/employee, franchisor/franchisee, principal/agent,
            partnership, or joint venture between the Parties.

      b.    Governing Law; Jurisdiction. This Agreement shall be governed by and
            interpreted under the laws of the State of New York without regard
            for conflict of laws provisions.

      c.    Enforceability. If any provision of this Agreement is held to be
            unenforceable by a court of competent jurisdiction, such provision
            shall be more narrowly and equitably construed so that it becomes
            legal and enforceable or simply deleted if that is not possible, and
            the entire Agreement shall not fail on account thereof and the
            balance of the Agreement shall continue in full force and effect.

      d.    No Waiver. Any of the provisions of this Agreement may be waived by
            the Party entitled to the benefit thereof. Neither Party will be
            deemed, ;by any act or omission, to have waived any of its right or
            remedies hereunder unless such waiver is in writing and signed by
            the waiving Party, and then only to the extent specifically set
            forth in such writing. A waiver with reference to one event will not
            be construed as continuing or as a bar to or waiver of any other
            right or remedy, or as to a subsequent event.

      e.    Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original but all of
            which together will constitute one and the same instrument.

      f.    Entire Agreement. This Agreement contains the entire agreement
            between the Parties with respect to the subject matter hereof,
            supersedes all prior agreements, negotiations and oral
            understandings, if any, and may not be amended, supplemented, or
            modified in any way, except by an amendment in writing and signed by
            authorized officers of the Parties hereto, including, but not
            limited to that certain June 19, 1998 Database License and
            Fulfillment Services Agreement

                                      -11-
<PAGE>

            as amended February 1, 1999 and the Short Form Agreement. No
            amendment shall be in effect or accomplished by the acknowledgement
            or acceptance of a purchase order, invoice, or other forms
            stipulating different terms. This Agreement shall inure to the
            benefit of and be binding upon each of the Parties and their
            respective successors and administrators, trustees and legal
            representatives.

      g.    Headings. Headings used in this Agreement are for the purposes of
            convenience only and shall not affect the legal interpretation of
            this Agreement.

      h.    Draftsmanship. Each of the Parties hereto has been represented by
            its own counsel. In the event of a dispute, no provisions of this
            Agreement shall be construed in favor of one Party and against the
            other by reason of the draftsmanship of this Agreement.

      i.    Survival. The terms and provisions of this Agreement if by their
            sense and context are intended to survive the performance of such
            term or provision or of this Agreement shall so survive the
            completion of performance and termination of this Agreement,
            including without limitation the provisions of Sections 14, 15, 16
            and 18 hereof.

      j.    Effective Date. This Agreement shall be effective on the Effective
            Date.

      IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.

           Barnes & Noble, Inc.                AEC One Stop Group, Inc.

Name:      Chuck Gorman                        Alan Tuchman
           ---------------------------------   ---------------------------------
           Individual signing (please print)   Individual signing (please print)

Signature: /s/ Chuck Gorman                    /s/ Alan Tuchman
           -----------------------------       ---------------------------------

Title:     Vice President Music/Video          President

                                      -12-