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                                                                    Exhibit 10.9

May 14, 1999



Dear Dwight Gaston,

On behalf of RockShop.com, Inc. (the "Company"), I am pleased to offer you the
position of Director of Operations, reporting to Mark Vadon. The terms of your
relationship with the Company will be as indicated herein.

1.       Position. You will become a Director of Operations for the Company. As
         such, you will have responsibilities as determined by Mark Vadon.

2.       Base Salary. You will be paid a base salary of $7,500 per month, less
         payroll deductions and all required withholdings, which represents an
         annualized rate of $90,000. Your salary will be payable in accordance
         with the Company's standard payroll policies. You will also be eligible
         for annual performance bonuses in amounts to be determined by the
         Company.

3.       Stock Options. We will recommend to the Board of Directors that you be
         granted an incentive stock option to purchase 124,454 shares of common
         stock of the Company. The exercise price will be the fair market value
         of the common stock as determined by the Board of Directors on the date
         of grant. One fourth (1/4) of the shares subject to such option will
         vest on the first year anniversary of your hire date and one
         forty-eighth (1/48) of the shares subject to such option will vest each
         month thereafter as long as your employment continues with the Company.
         The Company's 1999 Equity Incentive Plan, the Grant Notice and the
         Stock Option Agreement shall govern the terms of this option grant in
         all respects.

4.       Benefits. You will be eligible to receive healthcare and dental
         benefits, life and disability insurance effective on the first of the
         month following your date of employment.

5.       Standard Employee Agreement. Like all employees, you will be required
         to sign the Company's standard Employee Proprietary Information and
         Inventions Agreement relating to the protection of the Company's
         proprietary and confidential information and assignment of inventions.
         In addition, you will be required to abide by the company's strict
         policy that prohibits any new employee from using or bringing with him
         or her from any previous employer any confidential information, trade
         secrets, or proprietary materials or processes of such former employer.

6.       Federal Immigration Law. For purposes of federal immigration law, you
         will be required to provide to the Company documentary evidence of your
         identity and eligibility for employment in the United States. Such
         documentation must be provided to us within three (3) business days of
         your date of hire, or our employment relationship with you may be
         terminated. Documents that can satisfy these requirements are a United
         States passport or a valid driver's license and a social security card.

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7.       At-Will Employment. Your employment is at will, as defined under
         applicable law. This means you may voluntarily quit for any reason
         whatsoever simply by notifying the Company. Likewise, the Company may
         terminate your employment at any time and for any reason whatsoever
         with or without cause or advance notice. This at-will employment
         relationship cannot be changed except in a writing signed by a Company
         officer.

8.       Entire Agreement. This Agreement, together with your Employee
         Proprietary Information and Inventions Agreement, constitutes the
         entire agreement between the parties and supersedes all other
         agreements or understandings. This agreement may be amended only by
         written agreement signed by you and the Company.

9.       Start Date. May 17, 1999.

Again, let me indicate how pleased we all are to extend this offer, and how much
we look forward to working together. Please indicate your acceptance by signing
and returning the enclosed copy of this letter. This offer is valid till May 17,
1999 and will terminate if not accepted by such date.

Very truly yours,

ROCKSHOP.COM, INC.

       /s/ Mark Vadon
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The foregoing terms and conditions are hereby accepted:

Signed:           /s/ Dwight Gaston
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                     Dwight Gaston

Dated:         May 17, 1999
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