Exhibit 10.1


[*]  Confidential  portions  of this  Agreement  have  been  omitted  and  filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.


February 28, 2000

Mr. Bo Loyd
Sr. Vice President of Merchandising
M.G.A., Inc.
739 West Main
Dothan, AL 36301

Re:       Amended and Restated  Supply  Agreement  between Ingram  Entertainment
          Inc. and Home-Vision  Entertainment Inc. dated September 21, 1995 (the
          "Home-Vision Agreement")

Dear Mr. Loyd:

This will embody in writing  the  agreement  (the  "Supply  Agreement")  between
M.G.A.,  Inc.  ("M.G.A.") and Ingram  Entertainment Inc. ("Ingram") to the terms
and conditions of the 1999 Business  Proposal (the "Proposal")  attached to this
letter as follows:

     1.   The Home-Vision Agreement has, by operation of law or by agreement, or
          both,  been  assumed by or  otherwise  become the  valid,  legal,  and
          binding obligation of M.G.A.

     2.   The terms and conditions set out in the Proposal are binding upon both
          M.G.A., for itself and as successor to Home-Vision  Entertainment Inc.
          ("Home Vision"), and Ingram, subject to the provisions set out in this
          letter. In the event of any inconsistency  between this letter and the
          Proposal,  the terms of this letter  will  control.  The term  "Supply
          Agreement" refers to the Proposal as modified by this letter.

     3.   This Supply Agreement supercedes the Home-Vision Agreement and governs
          all   purchases  by  M.G.A.   from   Ingram.   It   incorporates   all
          understandings  of the parties with respect to its subject  matter and
          may only be amended in writing signed by both parties.

     4.   The  term of this  Supply  Agreement  will  run  from the date of this
          letter through February 7, 2002, but may be terminated by Ingram after
          giving 30 days advance written notice to M.G.A. upon the occurrence of
          an Extraordinary  Transaction (other than an Extraordinary Transaction
          to which  exceptions (x) or (y) of Item 6 below apply).  M.G.A.  shall
          have the right to terminate this Agreement after giving Ingram 30 days
          advance  written  notice.  If  M.G.A.  terminates  this  Agreement  as
          provided  herein,  it shall be obligated to pay to Ingram the prorated
          fees as described in Section 6.

     5.   M.G.A.  agrees to purchase from Ingram [*] of each of the following as
          supplied to M.G.A. through wholesale distribution:  pre-recorded video
          rental product  ("Distribution  Video Product") and interactive  media
          game software rental product  ("Distribution  Game  Product").  M.G.A.
          also  agrees to use Ingram to [*] of each of the  following  purchased
          directly from the studio and/or the manufacturer:  pre-recorded  video
          rental product  ("Direct Video  Product") and  interactive  media game
          software   rental   product   ("Direct  Game   Product").   The  above
          requirements  for  Distribution  Video Product and  Distribution  Game
          Product are subject to the following exceptions:

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Mr. Bo Loyd
Page 2
February 28, 2000

               (a) [*]

               (b) [*]

               (c) [*]

               (d) [*]

     6.   The  occurrence of any one of the following  events shall be deemed an
          "Extraordinary Transaction" for purposes of this Item 6:

               (a) consummation of a sale or other  disposition of [*] by M.G.A.
                   other than in the ordinary course of business, [*] within [*]
                   of such transaction (an "Asset Sale");

               (b) consummation  of a  merger  or  consolidation  of,  into,  or
                   involving  M.G.A.,  in  which  M.G.A.  is not  the  surviving
                   corporation; or

               (c) a breach by M.G.A. of any of the requirements of Item 5 above
                   which is not  cured,  within 30 days of written  notice  from
                   Ingram to  M.G.A.,  by  payment  to  Ingram of the  following
                   amounts, as applicable:

                    (i)  with respect to Distribution  Video Product,  an amount
                         equal to [*] of Distribution  Video Product from Ingram
                         during such calendar year;

                    (ii) with respect to  Distribution  Game Product,  an amount
                         equal to [*] of  Distribution  Game Product from Ingram
                         during such calendar year;

                    (iii)with respect to Direct Video  Product,  an amount equal
                         to  [*]  of  Direct  Video  Product  M.G.A.   purchased
                         directly  from the  manufacturer  during such  calendar
                         year, as such [*] is reasonably demonstrated by Ingram;
                         and

                    (iv) with respect to Direct Game Product, an amount equal to
                         [*] of Direct Game Product  M.G.A.  purchased  directly
                         from the  manufacturer  during such  calendar  year, as
                         such [*] is reasonably demonstrated by Ingram.

                     In the case of (i) through  (iv)  above,  the intent of the
                     parties is to put Ingram into the same economic position in
                     which it would have been had M.G.A.  fulfilled  its [*] set
                     out above.

               (d) A material  breach of any other  provision of this  Agreement
                   which is not cured  within  30 days of  written  notice  from
                   Ingram to M.G.A., or the filing of any bankruptcy petition or
                   other seeking of relief from  creditors by or with respect to
                   M.G.A.,  voluntary  or  involuntary,  which is not  dismissed
                   within 60 days of filing.


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Mr. Bo Loyd
Page 3
February 28, 2000

          Upon  the   termination  of  this  Agreement  by  Ingram  due  to  the
          consummation or occurrence of an Extraordinary Transaction or upon the
          termination of this  Agreement by M.G.A.  prior to [*],  M.G.A.  shall
          immediately pay Ingram in cash the following amounts (the "Termination
          Payment"):

          Extraordinary Transaction Date                 Termination Payment Due
          ------------------------------                 -----------------------

               On or before [*]                                     [*]
               On or before [*]                                     [*]
               On or before [*]                                     [*]
               On or before [*]                                     [*]
               After [*]                                            [*]

          The  parties  have  agreed to the above  payments in lieu of a formula
          designed to calculate  the  discounted  present  value of  anticipated
          annual  future  payments  under  this  Supply  Agreement,  due  to the
          uncertainty inherent in any such formula calculation.

          The following shall apply notwithstanding the above:

          (x) in the  event of an Asset  Sale of less  than [*] of  M.G.A.,  the
          payment  set out  above  shall be  prorated  based  upon the  required
          payments  made to Ingram under this Supply  Agreement by M.G.A.,  with
          respect to the locations so sold,  during the 12 months  preceding the
          Extraordinary  Transaction,  prorated  for  any  partial  year  of the
          unexpired term of this Supply Agreement; and

          (y) in the event of an Extraordinary  Transaction in which this Supply
          Agreement  is  assigned  to and  assumed  by a third  party of  credit
          quality  at least  equal to that of  M.G.A.  on terms  and  conditions
          reasonably  acceptable to Ingram,  M.G.A. will not be required to make
          any Termination Payment unless and until subsequent annual payments by
          the  assignee to Ingram  under this Supply  Agreement in each 12 month
          period  after  the  Extraordinary   Transaction   ("Subsequent  Annual
          Payments") fail to equal or exceed required  payments made or required
          to be made to Ingram under this Supply  Agreement during the 12 months
          preceding the Extraordinary  Transaction ("Prior Annual Payments"). If
          in any such 12 month period  Subsequent  Annual Payments are less than
          the Prior Annual Payments (a "Shortage  Period"),  M.G.A. shall pay to
          Ingram a pro rata portion of the  Termination  Payment  determined  by
          multiplying  the  Termination  Payment  due  as if  the  Extraordinary
          Transaction  had occurred at the beginning of the Shortage Period by a
          fraction,  the numerator of which is the amount of  Subsequent  Annual
          Payments  and the  denominator  of which is the amount of Prior Annual
          Payments.

     7.   M.G.A. shall maintain true and complete records in connection with its
          calendar year purchases from all sources of Distribution Video Product
          and  Distribution  Game Product,  all direct purchases of Direct Video
          Product  and  Direct  Game  Product  in each  calendar  year  from all



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Mr. Bo Loyd
Page 4
February 28, 2000

          sources,  and all transactions  related thereto,  and shall retain all
          such records for at least 24 months  after the end of each  applicable
          calendar  year.  Ingram may from time to time and at any time,  during
          the term of this  Supply  Agreement  and  during  the 24 month  period
          following the termination of this Supply Agreement,  audit any and all
          such records  with its own or third party  auditors so as to determine
          compliance by M.G.A.  with this Supply  Agreement.  In addition to any
          Termination  Payment,  M.G.A.  shall promptly reimburse Ingram for the
          reasonable  costs  of any  such  audit  in the  event  it  reveals  an
          Extraordinary  Transaction  has  occurred  or  said  audit  reveals  a
          variance or discrepancy of M.G.A.'s purchase requirements as set forth
          in  Section  5 of  greater  than  5%.  If said  audit  does  reveal  a
          discrepancy  of  greater  than 5%  then  M.G.A.  will  have 30 days to
          rectify the same.


     8.   M.G.A.  may not assign  this  Supply  Agreement  without  the  express
          written consent of Ingram.

 Ingram Entertainment Inc.               M.G.A., Inc.


 By:  /s/ John Reding                    By:  /s/  Bo Loyd
      ------------------------------          ----------------------------
 Print Name:  John Reding                Print Name:  Bo Loyd
 Title:  Vice President of Sales         Title: Senior Vice President-Purchasing




<PAGE>


                             1999 Business Proposal
                                     M.G.A.


     I.   Pricing and Special Terms

          Traditional Rental and Sell-Through Pricing:
          M.G.A.,  Inc.  ("M.G.A." or "you") will receive  Ingram  Entertainment
          Inc.'s [*] plus the [*] set out below,  pricing on pre-recorded  video
          products:

          New release  and catalog  rental  product      :       [*]
          (Product with [*] and higher which
          is inclusive of [*].)

          New release feature sell-through product       :       [*]
          purchased for rental use.  (Product with
          [*] and lower with National Goals
          of [*]) ***

          New release feature sell-through product       :       [*] *
          purchased for sale to the consumer.
          (Product with [*] and lower with
          National Goals of [*]) ***

          * M.G.A. will qualify for a [*]

          Catalog Sell-Through Product                   :       [*]**

          ** M.G.A. will qualify for a [*]

          Special Sell-Through  Provision:
          ***  Existing  Inventory:  M.G.A.  will process  overstock  returns on
          feature and  catalog  sell-through  titles to its current  supplier of
          these products.  Future returns of product to Ingram  Entertainment of
          products not purchased through Ingram  Entertainment  will be credited
          at Ingram Entertainment's gross replacements cost for that product.

          Sell-Through Special Orders Process:
          Ingram  Entertainment will provide a designated 800 number established
          for M.G.A..  Stores  calling in special orders on this number would be
          routed to the Ingram  National  Sales  Center and will be handled by a
          group of individuals familiar with your account. Special orders can be
          shipped to the store for the  customer  to collect on their next visit
          or can be shipped  directly to the  consumer's  home for an additional
          handling charge of [*]

          We would suggest sourcing special orders from our Memphis facility and
          having all special  order  back-orders  shipped from this  facility as
          well.  We can process  special  orders on a fill or kill basis or hold
          back-orders for any number of days between 1 and 120.

          DVD Pricing:
          DVD Product New Release and Catalog                    [*]
<PAGE>

          Interactive Media Game Software Pricing / Co-op:
          Rental Product ([*] and higher)                        [*]
          Sell-Through ([*] and lower)                           [*]

          Rental Advertising Game Software                       [*]
          Sell-through Advertising Game Product                  [*]

          Advertising  dollars  earned on  Sell-Through  interactive  media/game
          software purchases must be spent on Sell-Through games.

          Direct Deal - Distribution Fee:
          Ingram  Entertainment will provide [*] Freight will be [*] M.G.A. will
          be responsible  for [*] Provided  M.G.A.  [*] there will be no fee for
          processing returns. If Ingram Entertainment processes returns [*]
           Distribution  Fee Payment Terms will be [*]
           Products purchased under this option do not qualify for [*]

     II.  General Terms

          Prepacks:
          M.G.A.   will  receive  pricing  and  premium   benefits   offered  by
          manufacturers  on units  purchased  in prepack  form.  Product will be
          broken-down  and  delivered  to  individual  locations  when a prepack
          consists  of  multiple  units of one  title.  If the  prepack  offered
          contains multiple titles, M.G.A.'s orders must be in the same multiple
          as the titles offered in a prepack.

          Premiums:
          M.G.A. will be eligible to receive premium items offered directly from
          the   manufacturer   and   delivered   to  one   location   at  Ingram
          Entertainment's cost.

          Payment Terms and Credit Limit:
          Payment terms will be [*] on all purchases, including distribution fee
          charges.  Late fees will be assessed to invoices  exceeding the agreed
          upon terms.

          Credit  limit will be  established  following  Ingram  Entertainment's
          analysis of updated  financials  from  time-to-time in accordance with
          Ingram Entertainment policies.

          Floor Planning:
          M.G.A. is eligible to participate in the Video Financial  Service Inc.
          ("VFS")  "Floor  Plan"  program  which  offers 150 day terms on select
          secondary  titles and from time to time other product lines.  There is
          no additional charge for the extended terms;  however,  a separate VFS
          credit application is required for participation. VFS will communicate
          these titles to M.G.A. on a regular basis.

          Freight:
          Product will be shipped to M.G.A.  retail locations prepaid freight on
          shipments  of [*] In the event new  release  product  arrives  late to
          Ingram Entertainment  warehouse facilities,  Ingram Entertainment will
          use  commercially  reasonable  efforts to ship the product in a manner
          that will have the product arrive by street date; provided that Ingram
          Entertainment  can recover the  additional  freight  charges  from the
          supplier of the product.

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<PAGE>

          Returns:
          Overstock - [*] M.G.A.  agrees to cooperate with Ingram  Entertainment
          to [*] Defectives - [*] Return authorizations must be requested within
          [*] and product must be returned to our  facility  within [*] of being
          authorized for return.

          Business Interruption:
          None

          Account Representation:
          Dedicated sales representation for Pre-recorded Videocassette, DVD and
          Games.

          Pre-Recorded Video Software Advertising:
          M.G.A.  will earn  co-op  advertising  dollars at a rate of [*] M.G.A.
          will  earn  [*]  Ingram   Entertainment  will  assist  M.G.A.  in  the
          acquisition of Market  Development  Funds from each  supplier,  to the
          extent available. Not available on direct purchases.

          M.G.A.  has the  option of having  its  advertising  handled by Ingram
          Entertainment's  Ad Placement  Department.  Ingram  Entertainment's Ad
          Placement staff will handle placement with media sources,  payment and
          studio chargebacks. Not available on direct purchases.

          P.O.P:
          P.O.P materials will be provided at no charge, however, M.G.A. will be
          responsible  for freight charges related to the delivery of the P.O.P.
          materials.

          Annual Meeting:
          Ingram  will  assist in  accumulation  of funding  and  processing  of
          authorizations  and  assistance  can be provided on  coordinating  the
          M.G.A.  event if  Ingram  Entertainment  has been  named  the  primary
          supplier of pre-recorded video products.


                                      3