EXHIBIT 10.4

           PROPOSED FORM OF VIDEO ONE CANADA LTD. BUSINESS AGREEMENT
                           WITH LANGARA DISTRIBUTION


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                              VIDEO ONE CANADA LTD.
                  BUSINESS AGREEMENT WITH LANGARA DISTRIBUTION

The purpose of this agreement is to document the terms and conditions of sale of
prerecorded  videocassettes,  DVD and accessories  between Video One Canada Ltd.
(Video One) and Langara  Distribution  (Langara).  Both parties  indicate  their
acceptance  of  these  terms by  signing  where  indicated.  This  agreement  is
effective  June 26,  2001 to June  26,  2002.  This  agreement  will be  renewed
automatically  for another  year upon expiry  unless  either  party with written
notification terminates it 60 days prior to expiration date. Either Video One or
Langara  Distribution  can  terminate  this  agreement  at any time,  during the
initial and/or renewal period, with 90 days written notification.

This agreement  constitutes the entire  agreement  between Video One and Langara
Distribution  with respect to the matters  provided  herein.  The parties hereto
acknowledge that there is no representation, warranty, undertaking, agreement or
understanding  between  them  other  than as  expressed  herein.  The  terms and
conditions  of this  agreement  supersede  all previous  proposals,  quotations,
negotiations  and other  communications  between the parties  whether written or
oral.

PAYMENT TERMS

o   Payments  are  due * for  all  purchases.   No  unauthorized  deductions are
    allowed.   Any unauthorized  deductions not  resolved or explained within 30
    days may cause the account to be put on hold.
o   A credit limit of * has been established.

PRICING

o        New Release VHS/DVD -  *

o        Catalogue VHS/DVD - *

o        Games - *

o   Langara Distribution will be entitled to the benefit of CLOSEST PACK PRICING
    on  orders  placed by pre-order date.  Pack pricing  will not be extended to
    "Mixed" pack  configurations  however.   Mixed  packs are  defined as  packs
    containing  more than one title. Cancellations of pack items after pre-order
    date are not allowed.

o   Video One can provide Langara with competitive pricing on accessories.

o   A consolidated invoice will be generated for all catalogue products daily to
    minimize the number of invoices.


COOP/MDF

o   Coop / MDF funds will be accrued title specifically and will be handled on a
    program-by-program  basis.   Coop  is  paid  based on  proof of  advertising
    performance being provided to  Video One  by Langara  Distribution no  later
    than 30 days from ad date.

o   Coop monies offered to Langara are the property of our supplying studios and
    as  such, are  subject to their  published Terms  and Conditions. Failure to
    abide by  studio coop  guidelines will  result in the  rejection of our coop
    submission.  This, in turn, will result in a rejection of payment to Langara
    Distribution  of that coop.  To ensure  ad compliance, Video One must obtain
    studio approval of all ads prior to ad date on Langara's behalf.

*Confidential information omitted and filed separately with the Securities and
 Exchange Commission


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o   Coop/MDF monies will be paid to Langara when Video One receives the proof of
    performance,  provided  all advertisements/promotions  were  pre-approved by
    Video One.




PRODUCT DELIVERY

o   New Release product - Will be available for pick up on Wednesday afternoon.
o   Catalogue product  -  in stock  product from Calgary branch where orders are
    received by 10:00 am will be ready for pick-up by  4:00pm daily.  We request
    that you provide and identify a separate P.O. for  customer orders,  and one
    for stock replenishment.
o   Freight  charges for products  sourced from branches other than Calgary will
    be the responsibility of Langara Distribution.

INVENTORY

o   Video  One  Calgary  will  set  a  min/max  inventory  value  on   Langara's
    requirements based on information they provide.   Titles on  this list  will
    remain on min/max for a period of 6 months.   At that  time, the  purchasing
    system  will review  and  reconfigure  these  requirements  based on  actual
    purchase history.
o   Langara  will assist in creating  New Release forecasts by pre-order date in
    order to minimize out of stock situations due to late orders.

DEFECTIVES

o   RA's for defective product will  be issued up  to 30 days  from street date.
    Credits will be issued only if  the product is  not in stock;  otherwise the
    product will be replaced.  Replacement  copies of  VHS,  DVD and Accessories
    will be supplied by the best economical means. Freight charges for defective
    returns to  Video  One  are  the  responsibility  of  Langara  and should be
    returned by the best economical means.

RETURNS

o   All  catalogue products  are  100%  guaranteed  within 6  months of  date of
    purchase. Return privileges on  Major New  Release titles will be determined
    by  the  studio  published  return  policy  and/or  any product  defined  as
    non-returnable by the studios.  Credits will be issued at the  current value
    of the  product being  returned.  Only product  purchased from  Video One is
    eligible for return.

o   Cancellations/returns  of new  release  product  after pre-order date may be
    subject to a 20% restocking fee.

o   Discontinued  or Moratorium titles will not be accepted for return after the
    return date.  Video One  will forward  discontinued  and moratorium  notices
    upon notification from the studios.

RETURNS PROCESSING

To  ensure that  Langara receives  credits  for  returns  on a timely basis, the
following process will apply:

o   Returns will be delivered prepaid by  Langara to Video One.  Langara retains
    ownership of returns in transit to Video One.

o   If product is returned  after 90 days  of Langara 's original  invoice date,
    the product may be subject  to a reduced credit  price of original  purchase
    per title based on studio product revaluation policy.

o   Langara  must request  a return  authorization  number  (R.A.#) for each box
    prior to returning product.




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o   An R.A.# must be clearly marked on each box.

o   All  R.A.#'s  must  be  written  on the waybill  for tracking  and  proof of
    delivery purpose.

o   Return quantity and pricing is subject to verification by Video One.

o   Damaged / Defective  returns must be requested separately from other product
    and clearly identified as damaged / defective.




GENERAL

o   Langara Distribution  is deemed to have  accepted the invoices at face value
    unless a written objection  is submitted to  Video One's  credit  department
    within 30 days of invoice date.

o   Langara  Distribution agrees  to pay in  accordance  with the  terms of this
    agreement and that Langara  Distribution shall not be entitled to  defer any
    payment by reason of any claim for set off.





---------------------------------           --------------------------------
Michael Glossop                             Mike Duszynski
Director, Alberta Region                    President
Video One Canada Ltd.                       Langara Distribution

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Date                                        Date










*Confidential information omitted and filed separately with the Securities and
 Exchange Commission