EXHIBIT 10.1

         Confidential portions omitted and filed separately with the Commission.
         Deleted text  (represented  by "XXX" in the text and an asterisk in the
         margin) indicate such ommissions.

                             DISTRIBUTION AGREEMENT

            This Agreement is made as of the 1st day of April, 1996 (the
"Effective Date") by and between Veritas Music Entertainment, Inc., d/b/a
Imprint Records, a corporation duly organized and existing under the laws of
Tennessee, having its principal place of business at 209 10th Avenue South,
Suite 500, Nashville, Tennessee ("Label"), and Distribution North America, a
Delaware partnership having a place of business at One Camp Street, Cambridge,
Massachusetts ("Distributor").

            WHEREAS, Label is engaged in the business of manufacturing and
marketing phonorecords; and

            WHEREAS, Distributor is engaged in the business of distributing
goods manufactured by others in the Territory (as hereinafter defined),
including products similar or related to the Products (as hereinafter defined);
and

            WHEREAS, Label desires to license Distributor to act as exclusive
distributor of the Products in the Territory, and Distributor is willing to
accept such appointment.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, Label and Distributor do hereby agree as follows:

      1.    DEFINITIONS

            1.1 Products. As used herein, the term "Products" means all
phonorecords in any medium now known or as may be hereafter developed intended
primarily for home use, school use, juke box use, or use in means of
transportation and derived from sound recordings which are owned or controlled,
in whole or in part, directly or indirectly by Label and/or released at any time
during the Term (as defined herein) in the Territory on the Imprint label and/or
any affiliate or related entity owned or controlled (directly or indirectly
through one or more intermediaries) by or among or controlling Label (excluding
any record label acquired and/or controlled by Label subsequent to the Effective
Date with a pre-existing third party distribution agreement for the term of such
distribution agreement).


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            1.2 Territory. As used herein, the term "Territory" means the United
States of America, its territories, and possessions.

      2.    EXCLUSIVE DISTRIBUTORSHIP

      Grant of Distributorship. Label hereby grants to Distributor the sole and
exclusive right to distribute and sell the Products during the Term to retail
stores, record dealers, rack jobbers, one stops, so-called "on-line" retail
stores, and catalogs within the Territory all in accordance with the terms and
conditions set forth herein. Label reserves the right to sell the Products
through record clubs and/or its mail order operation. Label agrees to provide
Distributor with at least one hundred and twenty (120) days written notice prior
to changing or discontinuing any or all of the Products during the Term.

      3.    ORDERS AND PERFORMANCE

      Orders and Shipment. Distributor shall place orders for the Products with
Label on Distributor's standard purchase order form setting forth the quantity
of the Products ordered (as mutually determined by Label and Distributor), the
specifications therefor, the method and manner of delivery and the desired
delivery date.

      The Products sold to Distributor by Label shall be shipped F.O.B. from
Label's plant to the destination in the Territory designated by Distributor.

      Label shall pay all freight, insurance, duty, and customs, and any other
charges associated with shipment of the Products to Distributor's designated
warehouse facilities.

      Label will ship the Products to Distributor in final wrapped packaged
containers with all necessary bar coding and in such manner as Distributor
reasonably determines is appropriate consistent with industry standards.

      4.    PRICES, PAYMENT TERMS, RETURNS AND SECURITY INTEREST

            4.1 Prices. Attached hereto as Exhibit A is Label's price schedule
for the Products (which the parties hereto agree to review in good faith ten
(10) months after the Effective Date). All prices are inclusive of all
governmental excise, sales, use, occupational or similar taxes. Said prices
shall be subject to change by mutual agreement of the parties from time to time,
provided, however, that no such price change shall affect purchase orders
received by Label prior to such price change. The prices at which the Products
are resold in the Territory shall be at the sole discretion of Distributor.


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              4.2 Terms of Payment. Distributor shall pay to Label by check an
  amount, net of returns and reserves against returns, offsets, overpayments, or
  debits, equal to invoices payment to Label for Products which are delivered
  for sales to Distributor within sixty (60) days from the end of the bimonthly
  period within which the sale of the Product by Distributor is completed. Label
  will not be charged for returns solely resulting from Distributor error.

              4.3 Consignment Sale. Label shall retain title to the Products
  until sold by Distributor to its customers. Distributor assumes the risk of
  loss of Products in its possession (until the sale of such Products) in excess
* of XXXXXXXXXXXXXXXXXXX percent of the average number of units of Label's
  Product in Distributor's possession during Distributor's fiscal year, and will
  reimburse Label for any such loss at Label's actually incurred manufacturing
  cost price. Title to consigned Products shall be and remain in the Label until
  sold. Label retains and is hereby granted a security interest in the excess of
  the value of the consigned Products over any amounts Label owes Distributor
  (until the consigned Products are sold or returned to Label). At Label's
  request, Distributor will assist Label with the execution of appropriate
  documents for filings (in each jurisdiction in which Distributor maintains
  warehousing facilities or otherwise stores the consigned Products) under the
  Uniform Commercial Code to protect this interest.

              4.4 Returns. Notwithstanding anything contained herein to the
  contrary, all sales of Product by Label to Distributor shall be returnable at
  an amount equal to the purchase price paid by Distributor, and Distributor
  shall have the absolute right to return Product to Label, whether as the
  result of excess orders or excess returns, either during the Term or within
  one hundred fifty (150) days following the termination or expiration of this
  Agreement. Distributor shall process customer returns in accordance with its
  standard policies. In the event Label requests that Product be scrapped by
  Distributor, then all costs of such scrapping shall be chargeable to Label.

        5.    MARKETING AND ADVERTISING

              5.1     Distributor's Undertaking.

                    (a) Distributor shall use best reasonable efforts to
  distribute Products in the Territory in the ordinary course of business by
  soliciting and fulfilling orders for such Product on behalf of Label together
  with invoicing and collecting payment from customers. The method, manner and
  extent of distribution of Products hereunder and the collection of payment
  therefor shall be within the sole discretion of Distributor (consistent with
  its standard policies).

     * - Confidential portions omitted and filed separately with the Commission.


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                  (b) Distributor shall use best reasonable efforts to promote
the sale of the Products in the Territory. Unless the Distributor and Label
mutually agree to incur expenses with respect to so-called "co-op advertising"
(which expenses incurred by Distributor will be charged back to Label), Label
shall be solely responsible for advertising the Products throughout the
Territory in the appropriate trade advertising media and in a manner insuring
proper and adequate publicity for the Products. The method, manner and extent of
release and advertising of the Products hereunder shall be mutually determined
by the parties hereto.

                  (c) Distributor shall maintain a sales staff in such number
and in such location(s) as Distributor reasonably deems appropriate.

            5.2 Right to Appoint Sub-Dealers. Distributor shall have the right,
at its own discretion, to appoint Valley Record Distributors, of Woodland,
California, as a sub-dealer or other sub-dealers to market the Products in the
Territory in accordance with the grant of the distributorship pursuant to
Section 2.

            5.3 Label's Undertaking.

                  (a) Label agrees that it shall be solely responsible for and
shall pay all costs of production and manufacture of the Product hereunder,
including without limitation: the costs and expenses of producing, recording and
manufacturing such Product; the costs and expenses of artwork preparation and
reproduction; costs of preparing and/or compiling packaging, inserts and
containers; costs and expenses of advertising, marketing and promoting Product;
the payment of any and all royalties (including mechanical copyright royalties),
fees, or other sums to artists, producers, record labels, songwriters,
publishers, musicians, unions and guilds (including Special Payments, Transfer
Funds, and reuse fees), studios and engineers; all personal property taxes
levied on any amounts hereunder or on the sale of Products; and any other costs,
expenses or fees arising out of, connected with or incidental to the production,
recording, manufacture and sale of Product which Distributor is not otherwise
responsible for as specifically provided in this Agreement.

                  (b) Label agrees to provide Distributor, at no cost to
Distributor, such sales materials (e.g., posters, flyers, point-of-purchase
materials), if any, with respect to Products as Label generally makes available
to its distributors, and Distributor may reproduce such sales materials as
reasonably required, provided that Label shall reimburse Distributor for any
costs incurred on Label's behalf in reproducing and distributing such sales
materials; and provided further that Distributor will


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not materially alter any materials so provided by Label without Label's prior
consent, which will not be unreasonably withheld.

      6.    CONFIDENTIALITY OF INFORMATION AND MATERIALS

      Confidentiality. Each of the parties hereto shall hold in strict
confidence and shall not disclose to any third party or use, either before or
after the termination or expiration of this Agreement, any of the terms and
conditions of this Agreement relating to payment provisions, or any confidential
information marked as such which is conveyed, in writing, to or by Label or
Distributor. The foregoing shall not apply to information currently in the
possession of any party before the time of disclosure, or which was common or
public knowledge, or was necessary or reasonably required in connection with
Distributor's distribution activities in the Territory.

      7.    WARRANTIES AND REPRESENTATIONS

      Label's Warranty.

      Label warrants and represents that:

                  (a) It has and, during the term of this Agreement, shall have,
good, clear and marketable title to the Products being sold to the Distributor
under this Agreement, free and clear of any and all liens and encumbrances which
may otherwise affect Label's title.

                  (b) (i) It is duly organized and existing and in good standing
under the laws of the State of Tennessee; (ii) it is not a foreign person within
the meaning of Section 1445 of the Internal Revenue Code and any regulations
promulgated thereunder; and (iii) the execution, delivery and performance of
this Agreement are within Label's corporate powers, have been duly authorized by
all necessary and appropriate corporate and shareholder actions or approval, if
applicable, and are not in contravention of law or the terms of Label's Articles
of Incorporation, By-Laws, or any amendments thereto, or any agreement,
undertaking or obligation to which Label is a party.

                  (c) The exercise of Distributor's rights hereunder shall not
obligate Distributor to make any payments other than as specifically set forth
herein or obtain consents from any third party.

                  (d) The Products and their distribution shall not violate the
copyright, trademark, unfair competition, libel, privacy, publicity, or other
right of any third party including any rights dealing with the import or export
of Products.


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<PAGE>

                  (e) Label has not sold, assigned, transferred, leased,
conveyed or granted a security interest in, or otherwise disposed of, and will
not sell, assign, transfer, lease, convey or grant a security interest in and to
the Products covered by this Agreement, or any of them, adverse to or derogatory
of the material rights granted to Distributor herein and Label has not
authorized and will not authorize any other person or entity to distribute and
sell Products in the Territory in contravention of Distributor's exclusive
rights hereunder.

                  (f) There are no advances or other outstanding obligations to
independent distributors or others with respect to the distribution of Products.

      Distributor's Warranty.

      Distributor warrants and represents that:

                  (a) Distributor will not remove or alter any of Label's
trademarks or trade names ("Marks") appearing on Label's Products, the packaging
thereof and/or any advertising or other promotion materials supplied by Label in
connection therewith. Distributor will at all times use best reasonable efforts
to properly identify Label's Marks whether in association with Label and/or
Label's Products.

                  (b) Subject to Section 11.3 herein, Distributor will promptly
notify Label of any claim of which Distributor becomes aware involving any of
Label's warranties, representations, indemnifications or rights hereunder.

                  (c) Distributor will maintain suitable offices, warehousing
facilities and staff for its performance of its duties hereunder. Distributor
will conduct business in its own name and will pay all of its own costs and
expenses.

                  (d) Distributor acknowledges and agrees that all right, title
and interest, including without limitation, all copyrights and trademarks, in
and to the Product (and the packaging thereof and all associated Marks) and all
advertising, promotion and publicity materials supplied by Label in connection
therewith shall remain the exclusive property of Label. Distributor agrees to
promptly notify Label if Distributor becomes aware of unauthorized distribution
or sale of the Product.

                  (e) Distributor will promptly pay Label according to the
payment provisions of this Agreement.

                  (f) Distributor will use best reasonable efforts to keep the
consigned Product safely stored in its warehousing facilities, or that of its
subdistributors, and will


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<PAGE>

not remove same without Label's written consent, except upon their sale or
return, as provided in this Agreement.

      8.    INSURANCE

            8.1 Distributor's Insurance. With respect to the Product,
Distributor shall secure and maintain during the Term an insurance policy or
policies protecting the Distributor against loss for fire, theft or property
damage, and Label shall be named as an additional insured with respect to same.
Upon Label's request, Label will be provided with a fully paid certificate
evidencing the foregoing.

            8.2 Label's Insurance. Label will maintain in effect during the term
of this Agreement a broad form of vendor's liability insurance (including
coverage against copyright, trademark or other intellectual property
infringement) with limits for not less than [PLEASE PROVIDE]. Label will furnish
Distributor with certificates evidencing such insurance. Label will also at all
times maintain sufficient insurance to cover the risk of loss of all shipments
of Products to Distributor.

      9.    REPORTS AND RECORDS

            9.1 Reports. Within thirty (30) days of the expiration of each
fiscal month of Distributor during the Term, Distributor agrees to furnish Label
with a detailed sales statement with respect to such month. At Label's request,
Distributor agrees to work with Label so that Label will have regular access to
sales, inventory, and returns information.

            9.2 Records. Distributor agrees to maintain copies of all
documentation relating to its purchase, distribution and sale of Products under
this Agreement. Distributor shall permit Label to have access to such
documentation at Distributor's place of business where Distributor keeps the
books and records to be examined, and during ordinary business hours, provided
Label gives Distributor reasonable prior written notice specifying the
documentation to be examined. Label may make such an examination of the
requested documentation only twice and only within one year following the close
of each taxable year of Distributor for each year of the Term of this Agreement.
Each statement shall be deemed conclusive and binding two years following the
date it is rendered. Such examination shall be conducted by a certified public
accountant or attorney on behalf of Label and shall be at Label's sole cost and
expense.


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      10.   ARTWORK, PACKAGING, AND OTHER INTELLECTUAL PROPERTY RIGHTS

            10.1 Acknowledgment of Rights. Label represents and warrants that it
is the owner of all right, title and interest in and to the names, designs,
artwork, packaging, and advertising associated with its Products, including all
performances and artistic, musical material embodied in the Products, and the
trademarks and logos used in connection therewith, together with any new or
revised names, designs, artwork, packaging, and advertising which Label may
adopt to identify it or any Product during the Term (collectively "Materials").

            10.2 License to Use Materials. Label hereby grants to Distributor a
license during the Term to reproduce, publicly perform, distribute, and, subject
to any reasonable restrictions set forth by Label, to use the Materials and the
names, likenesses, and biographical material contained thereon throughout the
Territory in connection with the distribution and sale of Products hereunder.

            10.3 Intellectual Property Claims. In the event that any claim or
suit is brought against Distributor (or its customers) alleging infringement of
any intellectual property right, and Distributor is prohibited from exercising
its rights granted by Label under this Agreement either pursuant to an
injunction, or if in Distributor's good faith and reasonable opinion the
Products are likely to become the subject of a claim of infringement, Label
will, in addition to defending any claim brought against and indemnifying
Distributor (or its customers) pursuant to Section 11, at the request of
Distributor, either procure for Distributor the right to continue using the
Products or modify them so they become non-infringing or grant Distributor a
credit for such Products and accept their return, at Label's sole cost and
expense, without prejudice to any other rights which Distributor may have
against Label.

      11.   RIGHTS AND OBLIGATIONS OF THE PARTIES

            11.1 Indemnification. Each party hereto (the "Indemnifying Party")
shall indemnify and hold the other and its respective owners, subsidiaries and
affiliates, licensees, customers and persons serving as officers, directors,
shareholders, partners or employees thereof (individually and collectively the
"Indemnified Party") harmless from and against any damages, liabilities, losses,
taxes, fines, penalties, costs and expenses (including, without limitation,
reasonable counsel fees and expenses) of any kind or nature whatsoever (whether
or not arising out of third party claims and including all amounts paid in
investigation, defense or settlement of the foregoing pursuant to this
Agreement) which may be sustained or suffered by any of them


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<PAGE>

arising out of or connected with or resulting from any actual or alleged breach
of any of the representations, warranties, or covenants of the Indemnifying
Party under this Agreement, intentional or otherwise, or in any certificate or
exhibit delivered pursuant hereto, or from any claim which is inconsistent with
such representations, warranties or covenants.

                  Satisfaction of Indemnification Obligations. In order to
satisfy the indemnification obligations pursuant to Section 11.1 above, the
Indemnified Party shall have the right (in addition to collecting directly from
the Indemnifying Party) to set off its indemnification claims against the same's
obligation to make payment under this Agreement. Notwithstanding the foregoing,
the Indemnifying Party shall have the right (in lieu of any set-off) to deliver
to the Indemnified Party an indemnity or surety bond, in form reasonably
satisfactory to the Indemnified Party, which shall cover the amount of the
indemnification obligation and estimated legal costs.

            11.3 Notice; Defense of Claims. Promptly after receipt by the
Indemnified Party of notice of any claim, liability or expense to which the
indemnification obligations hereunder would apply, the Indemnified Party shall
give notice thereof in writing to the Indemnifying Party, but the omission to so
notify the Indemnifying Party promptly will not relieve the Indemnifying Party
from any liability. If, within twenty (20) days after receiving such notice, the
Indemnifying Party gives written notice to the Indemnified Party stating that it
disputes and intends to defend against such claim, liability or expense at its
own cost and expense, then counsel for the defense shall be selected by the
Indemnifying Party (subject to the consent of the Indemnified Party, which
consent shall not be unreasonably withheld), but the Indemnified Party shall
have the right to compromise, settle or make payment on such claim, liability or
expense in the exercise of reasonable business judgment. Notwithstanding
anything herein stated, the Indemnified Party shall at all times have the right
to fully participate in such defense at its own expense, directly or through
counsel, provided, however, that if the named parties to the action or
proceeding include both the Indemnifying Party and the Indemnified Party and
representation of both parties by the same counsel would be inappropriate under
applicable standards of professional conduct, the expense of separate counsel
for the Indemnified Party shall be paid by the Indemnifying Party. If no such
notice of intent to dispute and defend is given by the Indemnifying Party, or if
such diligent good faith defense is not being or ceases to be conducted, the
Indemnified Party may, at the expense of the Indemnifying Party, undertake the
defense of such claim, liability or expense (with counsel selected by the
Indemnified Party). If such claim, liability or expense is one that by its
nature cannot be defended solely by the Indemnifying Party, then the Indemnified
Party shall make available all information and assistance that the Indemnifying
Party may


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reasonably request at the Indemnifying Party's expense and shall cooperate with
the Indemnifying Party in such defense.

      12.   RELATIONSHIP OF PARTIES

      Independent Contractor Status. Nothing contained in this Agreement shall
be construed to constitute either party as a partner, employee or agent of the
other, nor shall either party hold itself out as such. Neither party has the
right or authority to incur, assume or create, in writing or otherwise, any
warranty, liability or other obligation of any kind, express or implied, in the
name of or on behalf of the other, it being intended by both Distributor and
Label that each shall remain an independent contractor responsible for its own
actions.

      13.   ASSIGNMENT

      Assignment. Except to Distribution North America, Inc. and/or Valley
Record Distributors or by way of merger or reorganization or as part of the sale
or acquisition of all or substantially all of its assets, Distributor may not
assign, transfer, or license its rights hereunder without the prior written
consent of Label. Label may not assign, transfer, or license its rights
hereunder without the prior written consent of Distributor, unless it is to a
party obtaining all, or substantially all of Label's assets, or as part of a
merger or reorganization.

      14.   TERM OF AGREEMENT

      Term. This Agreement shall remain in effect for a period of two (2) years
after the Effective Date (the "Term"), and shall be automatically renewed for
consecutive additional one (1) year terms provided that neither party gives
written notice to the other at least ninety (90) days prior to the expiration
date of the applicable term of its intention to discontinue the arrangement.

      15.   TERMINATION

            15.1 Events of Termination. Either party may terminate this
Agreement as follows:

                  (a) Bankruptcy, Etc. Immediately upon written notice to the
other party in the event that proceedings in bankruptcy or insolvency are
instituted by or against the other party, or a receiver is appointed, or if any
substantial part of the assets of the other party is the subject of attachment,
sequestration or other type of comparable proceedings, and such proceeding is
not vacated or terminated within thirty (30) days after its commencement or
institution.

                  (b) Default. If one party commits a material breach of any of
the terms or provisions of this Agreement and does


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not cure such breach within thirty (30) days after receipt of written notice
given by the other party (except that repeated material breaches of the same
nature will not be considered curable hereunder).

            15.2 Rights upon Termination. Upon termination of this Agreement, by
expiration of the Term or otherwise, all further rights and obligations of the
parties shall cease, except that the parties shall not be relieved of (i) their
respective obligations to pay any monies due or which become due as of or
subsequent to the date of termination, and (ii) any other respective obligations
under this Agreement which specifically survive or are to be performed after the
date of termination. Sections 4.4, 6, 7, 8, 9, 10, 11, 12, 15.3, and 16 shall
survive termination or expiration of this Agreement for any reason. Upon
termination of this Agreement, Distributor shall have the right to have
delivered Products then on order on an irrevocable letter of credit, C.O.D. or
cash-in-advance basis as selected by Label in its sole discretion.

            15.3 Returns. On or after the date of termination or expiration of
this Agreement for a period of one hundred fifty (150) days, Label will accept
returns of Product in the hands of customers of Distributor at prices equal to
the prices paid by such customers, or contractually obligate the successor
distributor of Distributor to accept returns of such Product in the hands of
customers of Distributor at the prices paid by such customers, and will
indemnify and hold Distributor harmless from any claims by customers of
Distributor based upon such customer's return privilege.

      16.   MISCELLANEOUS

            16.1 Force Majeure. If the performance of any obligation under this
Agreement is prevented, restricted or interfered with by reason of war,
revolution, civil commotion, acts of public enemies, blockade, embargo, strikes,
any law, order, proclamation, regulation, ordinance, demand, or requirement
having a legal effect of any government or any judicial authority or
representative of any such government, or any other act whatsoever, whether
similar or dissimilar to those referred to in this Section 16.1, which is beyond
the reasonable control of the party affected, then the party so affected shall,
upon giving prior written notice to the other party, be excused from such
performance to the extent of such prevention, restriction, or interference,
provided that the party so affected shall use reasonable commercial efforts to
avoid or remove such causes of nonperformance, and shall continue performance
hereunder with reasonable dispatch whenever such causes are removed.

            16.2 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all previous negotiations,
agreements and commitments with respect


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thereto, and shall not be released, discharged, changed or modified in any
manner except by instruments signed by duly authorized officers or
representatives of each of the parties hereto.

            16.3 Applicable Law. This Agreement has been entered into in the
Commonwealth of Massachusetts, and the validity, interpretation and legal effect
of this Agreement shall be governed by the laws of the Commonwealth of
Massachusetts applicable to contracts entered into and performed entirely within
the Commonwealth of Massachusetts. Any disputes regarding this Agreement shall
be submitted to the American Arbitration Association in Boston, Massachusetts
for arbitration under the rules of the American Arbitration Association and any
such arbitration decision shall be a binding and final determination of the
dispute(s) and shall be fully enforceable as an arbitration award in any court
having jurisdiction and venue over the parties.

            16.4 Partial Illegality. If any provision of this Agreement or the
application thereof to any party or circumstances shall be declared void,
illegal or unenforceable, the remainder of this Agreement shall be valid and
enforceable to the extent permitted by applicable law. In such event, the
parties shall use their best efforts to replace the invalid or unenforceable
provision by a provision that, to the extent permitted by the applicable law,
achieves the purpose intended under the invalid or unenforceable provision. Any
deviation by either party from the terms and provisions of this Agreement in
order to comply with applicable laws, rules or regulations shall not be
considered a breach of this Agreement.

            16.5 Waiver of Compliance. Any failure by any party hereto to
enforce at any time any term or condition under this Agreement shall not be
considered a waiver of that party's right thereafter to enforce each and every
term and condition of this Agreement.

            16.6 Obligations. The rights and obligations of each party shall
inure to its respective successors, heirs, administrators, and assigns (subject
to Section 13 above).

            16.7 Notices. All notices and other communications in connection
with this Agreement shall be in writing and shall be sent to the respective
parties at the following addresses, or to such other addresses as may be
designated by the parties in writing from time to time in accordance with this
Section 16.7, by registered or certified mail, postage prepaid, or by express
courier service, service fee prepaid, or by telefax with a hard copy to follow
via certified mail or express courier service in accordance with this Section
16.7.


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         To Distributor at:         Distribution North America
                                    One Camp Street
                                    Cambridge, Massachusetts 02140
                                    Attention:  Duncan Browne

         With copy to:              Distribution North America
                                    One Camp Street
                                    Cambridge, Massachusetts 02140
                                    Attention:  John A. Virant, Esq.

         To Label at:               Veritas Music Entertainment, Inc.
                                    209 10th Avenue South, Suite 500
                                    Nashville, Tennessee 37203
                                    Attention:  Roy Wunsch &
                                                Wayne Halper

         With copy to:              John T. Frankenheimer, Esq.
                                    Loeb and Loeb, LLP
                                    10100 Santa Monica Boulevard
                                    Los Angeles, California 90067

      All notices shall be deemed received (i) if given by hand, immediately,
(ii) if given by certified mail, three (3) business days after posting, (iii) if
given by express courier service, the next business day in the jurisdiction of
the recipient, or (iv) if given by telefax, upon acknowledgment of receipt by
the recipient via return telefax.

            16.8 Headings. The headings and captions hereunder are for
convenience only and shall not affect the interpretation or construction of this
Agreement.

            16.9 Counterparts. This Agreement together with the exhibits
attached hereto may be executed in counterparts, each of which shall be deemed
to be an original and all of which together shall be deemed to be one and the
same instrument.

            16.10 Preparation of Agreement. This Agreement has been negotiated
by Label and Distributor and, therefore, is to be construed simply and fairly
and not strictly for or against any of the parties.


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<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective duly authorized representatives as of the Effective
Date.

VERITAS MUSIC ENTERTAINMENT, INC.

By:    /s/ Roy W. Wunsch
       -----------------

Title:   Chairman and CEO
      -------------------

DISTRIBUTION NORTH AMERICA

By:    /s/ Duncan Browne
       -----------------

Title:     President
      ------------------


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                                    EXHIBIT A
                                 PRICE SCHEDULE


* XXXXXXXXXXXXXXXX per single full-length analog tape cassette
* XXXXXXXXXXXXXXXX per single full-length compact disc

     * - Confidential portions omitted and filed separately with the Commission.


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