SERVICING, WAREHOUSING & DISTRIBUTION AGREEMENT


     THIS   SERVICING,  WAREHOUSING   AND   DISTRIBUTION   AGREEMENT   (the
"Fulfillment  Agreement"  or  "Agreement")  is  made this 1st day of
January, 1997, by and between STREAMLINED SOLUTIONS INC.,  a corporation
organized and existing under the laws of Oregon, and doing business as
The Warehouse, hereinafter  referred  to  as  "The Warehouse," and BLOWOUT
ENTERTAINMENT, INC., a Delaware corporation, hereinafter referred to as
"Client."


                         R E C I T A L S:

     The   Warehouse  provides  customers   with,   among   other   things,
warehousing, distribution, and inventory services.

     Client  is  a  distributor  of  goods  and  merchandise  (hereinafter,
"Stock")  and  desires  to contract with The Warehouse for certain  of  The
Warehouse's services under the covenants, terms, and restrictions contained
herein.

     THEREFORE, for valuable  consideration as set forth herein, Client and
The Warehouse agree as follows:


                            SECTION 1

                     THE WAREHOUSE'S SERVICES

     1.1  FULFILLMENT SERVICES.   The  Warehouse  agrees to provide certain
warehouse space, labor, and operational equipment,  in order to provide the
following services to Client at the Client's request:

          a)  Making  space  available  to Client for Client's  storage  of
     Client's Stock; and

          b)  Electronic  manifesting,  transfer   to   delivery   carrier,
     transportation  monitoring,  and quality assurance reporting regarding
     Client's Stock sent or delivered from The Warehouse's warehouses.

     Appendix I contains a description  of these services and fees selected
by  Client  and the terms and conditions of  Appendix  I  are  incorporated
herein as if fully set forth.

     1.2  PROVISION  OF  SERVICES.   All services provided by The Warehouse
are subject to the provisions of this  Fulfillment Agreement, including any
Exhibits and Appendices hereto.


                             SECTION 2

                               TERM

     2.1  TERM.  This Agreement shall be effective as of the date first set
forth above and shall continue in full force  and  effect  for one (1) year
from  the  date  hereof  unless  terminated by either party as provided  in
Section 6.2 hereof.


                             SECTION 3

                        PRICING AND PAYMENT

     3.1  PAYMENT.  Client shall pay  for  the  services  performed  by The
Warehouse  in  accordance  with the schedule of fees, rates, or charges set
forth on the attached Appendix I.

     3.2  ADDITIONAL CHARGES.   If  The  Warehouse  is requested to perform
services  not  listed in Appendix I, the parties shall  agree  in  a  prior
writing as to the  services  to be performed and the charges to be paid for
the services.

     3.3  ELECTRONIC COMMUNICATIONS.   If Client and The Warehouse agree to
establish  an electronic communications system  for  some  or  all  of  the
services provided  under  this  Agreement, Client shall pay for any and all
fees, expenses, software, and hardware  as  are necessary to establish such
system.  The parties will jointly determine what  system  requirements  are
necessary.

     3.4  PRICING  CHANGES.   The  Warehouse  will not change charges under
this Agreement without notice to Client.  The Warehouse  reserves the right
to increase all fees, rates, or charges set forth herein and in Appendix I,
at any time and from time to time in the same percentage amounts and at the
same times as such fees, rates or charges are increased to The Warehouse by
the provider of such goods or services to The Warehouse.

     3.5  INVOICES.  All services provided hereunder shall  be  invoiced by
The Warehouse to Client and are due net thirty (30) days.

     3.6  NONWAIVER.   The  failure of The Warehouse to invoice Client  for
services during any month is  not  a  waiver  of  The  Warehouse's right to
payment for such services.


     3.7  DELINQUENCY.   The  Warehouse encourages prompt  payment  by  its
clients.  Payment must be received by The Warehouse within thirty (30) days
of date of invoice or The Warehouse  may elect to declare Client in default
hereunder without any further notice being required.  Until such default is
cured, an interest shall be assessed on  the  balance owed in the amount of
one and one-half percent (1 1/2 %) per month or  the maximum amount allowed
by applicable law, which is lower.  Assessment of  such  a charge shall not
be deemed a waiver of such default or of any other remedy The Warehouse may
have hereunder or at law.

     3.8  CURRENCY.   All currency is stated in United States  Dollars  and
shall be paid in United States Dollars.


                             SECTION 4

                            WAREHOUSING

     4.1  RECEIPT.  All  Stock submitted for The Warehouse's services under
this Agreement shall be delivered  at  Client's  expense to The Warehouse's
dock at 3300 State Route 73 South, Wilmington, Ohio,  45177,  or such other
location as may be designated by The Warehouse form time to time.  All such
Stock  shall be in good condition, properly marked, sized, and packaged  in
manageable  containers  as  determined  in The Warehouse's sole discretion.
The  Client shall inform The Warehouse prior  to  or  at  delivery  of  any
special precautions necessitated by the nature, conditions, or packaging of
the Stock  and  of  all  statutory  requirements specific to the Stock with
which The Warehouse does or may need to comply.

     4.2  NONACCEPTABLE   STOCK.    The   Warehouse    will    not   accept
"Nonacceptable   Stock"   for   warehousing,  inventory,  or  distribution.
"Nonacceptable Stock" is defined  as  and shall include, but is not limited
to, the following:

               a) Improperly identified  Stock  or  Stock not in compliance
          with any of the provisions of this Agreement;

               b)  Alcoholic  beverages,  drugs, perishables,  refrigerated
          items,  live  animals,  firearms, negotiable  items,  explosives,
          hazardous  materials,  hazardous  liquids,  hazardous  gases,  or
          hazardous   wastes,  personal   effects,   plants,   pornographic
          materials,  seeds   (except   popcorn   seeds),  tobacco,  highly
          flammable  materials or liquids, bio-hazardous  materials,  human
          body parts, fluids, or remains;

               c) Any  Stock  which  is prohibited from ownership, storage,
          shipment, or sale by law or regulation of any national, state, or
          local government in the country  of  origin,  at  The Warehouse's
          warehouse or in the intended destination;

               d)  Stock to which Client does not have clear,  unencumbered
          title or which  is  moving  under  COD,  FCR, FCT or cash against
          documents;

               e) All Stock identified on the International Association for
          Transportation  by  Air  ("IATA")  List  of Dangerous  Goods  (as
          revised from time to time), or which by its  nature  is liable to
          cause death, injury or damage;
               f) Stock exceeding any size or weight restrictions which may
          be  set  forth by The Warehouse or its distribution carriers  for
          shipment; and

               g)  Stock  not  accepted  by  The  Warehouse's  distribution
          carriers for shipment; and

               h) Stock  intended for distribution to Canada (The Warehouse
          specifically will not ship or distribute Stock to Canada).

     The Warehouse may at  any  time  with  notice to the Client, amend the
list of items which are Nonacceptable.  The Warehouse's  determination that
Stock is Nonacceptable is final and in its sole discretion.   The Warehouse
may  reject  any Nonacceptable Stock at any time.  All Nonacceptable  Stock
will be returned  to  or held for the Client at the Client's expense and at
The Warehouse's discretion.

     4.3  INSPECTION.  The Warehouse reserves the right to open and inspect
any packages of Stock received  by  it  for  warehousing  or  distribution.
Client's  representative  shall  be permitted to enter into The Warehouse's
warehouse  at  all times during working  hours  for  the  sole  purpose  of
inspecting Client's Stock at Client's expense, provided such representative
is accompanied by a The Warehouse employee.  The Client shall be liable for
and shall indemnify  and  hold  The  Warehouse  harmless  from  any and all
damages,  injuries,  or consequential damages, caused to or caused  by  its
representative.

     4.4  HOURS.   Inbound  shipments  to  The  Warehouse's  warehouse  and
distribution center  shall be from 8:00 a.m. to 11:30 p.m. Eastern Standard
Time, Monday through Friday,  subject  to  change  from time to time unless
alternative  arrangements  have  been  made  with  The Warehouse  prior  to
arrival.

     4.5  FREIGHT CHARGES.  Distribution shall be at  the  Client's expense
at  the  prices  and  rates set forth in this Agreement and the  appendices
hereto, and shall be made  upon  The  Warehouse's  receipt of valid written
authorization from Client.

     4.6  DISTRIBUTION.  "Distribution" in this Agreement  shall  mean that
The  Warehouse  shall  deliver  such outbound Stock to a carrier chosen  by
Client  for  delivery in accordance  with  the  authorized  instruction  of
Client.  All finished,  packed  and  properly labeled cartons of Stock made
available to The Warehouse for shipment will be delivered to carrier within
twenty-four  (24)  hours (weekends, holidays  and  other  closures  of  The
Warehouse excepted)  of  delivery of availability.  All such shipments must
include a written carton count,  description  of  contends  and any and all
such  other  information  as  The  Warehouse  may  require.   In the  event
distribution cannot be made solely as a result of The Warehouse's  conduct,
The Warehouse will waive the handling charges for such shipment.

     4.7  COMPLIANCE  WITH  CUSTOMS REGULATIONS.  The Warehouse intends  to
comply with all applicable U.S.  Customs  regulations relating to Stock for
which it provides services under this Agreement.   Client shall provide The
Warehouse with written notification of all Stock which  is  or  will be the
subject of any U.S. Customs rules or regulations including the requirements
of  such  rules  or regulations and such other information as The Warehouse
shall request.  Client  shall  further identify to The Warehouse in advance
all distribution shipments destined  for  shipment  outside  the  U.S.  and
provide all information and cooperation necessary to ensure The Warehouse's
compliance with conformance to such rules and regulations.


                             SECTION 5

           LIABILITY/INDEMNIFICATION/INSURANCE/SECURITY

     5.1  INSURANCE.  At the Client's written request and upon the Client's
agreement  to  pay  the  applicable  premium,  The  Warehouse  will request
insurance coverage under The Warehouse's insurance policy to cover Client's
Stock.   If  so  requested, Client hereby accepts the amounts and types  of
coverage  so  provided.    Except   as   specifically  set  forth  in  this
Section 5.2, Stock stored or warehoused by The Warehouse, its subsidiaries,
or affiliates, is not insured against loss or damage.

     5.2  LIABILITY.  The Warehouse shall  not  be liable to Client for any
damage, loss, demurrage, or injury to Stock of Client  unless  such loss is
the result of The Warehouse' reasonably careful person would exercise under
like circumstances, and The Warehouse shall not be liable for damages  that
could  not  have  been avoided by the exercise of such care.  Client agrees
that it shall bear  the  burden  of  proving  that  The Warehouse failed to
exercise  such  care.  The Warehouse shall not under any  circumstances  be
liable to Client for any damage, injury, loss, demurrage, or default in its
obligations of any  kind  which  arise  directly  or  indirectly  from  the
following:

          a) fire, war, act of God, or any natural disaster or calamity;

          b) power outages;

          c)  strikes,  lock-outs  or  labor disputes at The Warehouse, its
     carrier(s), or at any party providing services to The Warehouse;

          d) any governmental action; or

          e) any other circumstances beyond  the  reasonable control of The
     Warehouse.

     5.3  CONSEQUENTIAL  DAMAGES.  The Warehouse shall  not  be  liable  to
Client  or any third party  for  any  indirect  or  consequential  loss  or
damages,  however  arising,  including  but not limited to, loss of income,
loss of profit, loss of opportunity, or other loss or damage as a result of
the requests of the Client as to the Stock or distribution thereof.

     5.4  LIABILITY LIMIT.  The maximum liability  of The Warehouse for any
item of Stock in its possession shall be the lesser of $100 or the Client's
actual cost of the item.  Prior to payment by The Warehouse  of  any  claim
for  loss  or  damage,  Client  shall provide proof of Client's cost to The
Warehouse.   In  addition, The Warehouse  shall  be  entitled  to,  at  The
Warehouse's election, set-off and/or subrogation for any insurance proceeds
recovered or recoverable  by  the  Client  regardless of whether the Client
files an insurance claim or not.

     5.5  CLAIM.  Any Client claim to The Warehouse  shall  be presented in
writing by the Client within a reasonable time, but in no event  later than
fifteen (15) days after the loss or damage was identified by the Client  or
notification of the loss or damage was provide to the Client.

     5.6  LIABILITY  FOR  INVENTORY SHRINKAGE.  Client shall retain primary
control of Stock held in The  Warehouse's  warehouse.   The Warehouse shall
not be liable for any Client losses as a result of inventory shrinkage, and
Client shall hold The Warehouse harmless therefrom.


                             SECTION 6

                           MISCELLANEOUS

     6.1  ASSIGNMENT.   The  rights and obligations of the  Client  created
under this Agreement may not be  transferred, or assigned to a third party,
or for the benefit of a third party, either directly or indirectly, without
the prior written consent of The Warehouse.  The Warehouse may transfer any
or all of its rights and obligations  under  this Agreement at any time and
without notice of any kind.

     6.2  TERMINATION.   The  Warehouse  may terminate  this  Agreement  at
expiration of the term, upon sixty (60) days'  written  notice  to  Client.
Client  may  terminate this Agreement at expiration of the term after first
providing The  Warehouse  with  sixty  (60)  days' written notice, provided
that, if Client intends to obtain all or any of  the  services  provided by
The  Warehouse  under this Agreement from an alternate source, then  Client
shall provide The  Warehouse with sixty (60) days' written notice of intent
to seek other alternate  sources  for  fulfillment services.  At the end of
such sixty (60) day period, Client must provide The Warehouse with complete
detailed descriptions of all alternate bids  to  provide all or any portion
of such services and The Warehouse shall have sixty  (60) days to meet such
bids  for  any  such services The Warehouse may choose to  offer.   To  the
extent The Warehouse's  bids  are  equal  to  or  better than the alternate
fulfillment  source,  Client  may  not terminate this Agreement  and  shall
engage The Warehouse to provide such  services  for  the  remaining term of
this Agreement.  Client agrees that, upon giving notice to The Warehouse of
such  termination,  the  terms  of  this  Agreement  shall be automatically
amended to require payment for all services hereunder on a net ten (10) day
basis.  Upon termination, all confidential information held by either party
shall be promptly returned to the other.

     6.3  NOTICE.  All notices or notification required  hereunder shall be
deemed  sufficient  if  in  writing and sent via first class mail,  postage
prepaid, to the attention and address as set forth as follows:

          The Warehouse:                Streamlined Solutions, Inc.
                                        d/b/a The Warehouse
                                        c/o 3300 State Route 73 S.
                                        Wilmington, Ohio  45177
                                        Attn:  Ed Barnick

          Client:                       Blowout Entertainment, Inc.
                                        P.O. Box 13280
                                        Portland, Oregon  97213
                                        Attn:  Steve Berns

     6.4  THIRD-PARTY INTERESTS.   Client  shall  at  all  times notify The
Warehouse of any and all other corporations, persons, or entities that have
any  interest in the Stock which is warehoused, deposited, or  stored  with
The Warehouse.

     6.5  SEVERABILITY.   In  the  event  that  any  of  the  terms of this
Agreement  shall  be  deemed  invalid,  unlawful,  or unenforceable to  any
extent,  such term shall be severed from the remaining  terms  which  shall
continue to be valid to the fullest extent permitted by law.

     6.6  TAXES.   The  Client agrees to pay and/or indemnify The Warehouse
from  all  taxes, including  but  not  limited  to  sales,  use,  personal,
franchise, gross  receipts,  excise,  tariff, franchise and business taxes,
together with any penalties, fines, or  interest  thereon,  imposed  by any
federal,  state,  province, local government, or any other taxing authority
with respect to the  sale,  delivery,  shipment, or storage of the Client's
Stock.

     6.7  GOVERNING LAW.  This Agreement  and all controversies, claims and
causes  of action relating hereto shall be governed  by  and  construed  in
accordance  with  the  laws  of  the  state of Oregon without regard to its
conflicts of laws principles.

     6.8  JURISDICTION.  The parties of this Agreement, their successors or
assigns, agree that any disputes under  or relating to this Agreement shall
only be resolved in the Circuit Court for  Multnomah  County, Oregon or the
U.S.  District  Court  for  the District of Oregon, and Client  waives  any
objection to such jurisdiction.

     6.9  CONFIDENTIALITY/NONCOMPETE.    Client   and  The  Warehouse  each
acknowledge  the  sensitivity and importance of information  and  documents
exchanged or acquired  pursuant  to  this  Agreement.   Client's customers'
names,  Stock,  ordering and shipping quantities are confidential  and  the
property  of Client.   The  details  of  this  Agreement,  The  Warehouse's
logistics, software, quotations, operations, costs, customers' names, price
schedules, and all other related documents, information, and appendixes are
confidential  and owned by The Warehouse.  Neither party shall disclose any
of the other parties'  confidential  information  to any third party except
such party's attorneys and accountants without first  obtaining  the  prior
express written authorization of the other party.  Neither party shall  use
the  name  or  trademarks  of  the other in any advertisement without first
obtaining the prior express written  permission  of such party.  The Client
shall further not enter into any competitive warehousing  and  distribution
business,    or   any   competitive   agreements   with   The   Warehouse's
subcontractors,  carriers, or other The Warehouse customers during the term
of this Agreement.   The  parties  agree that this clause shall survive the
termination of this Agreement.

     6.10 MEASURE  UNITS.   Unless  expressly   stated  otherwise  in  this
Agreement,   all   units  of  measure  shall  be  United  States   Standard
Measurement.

     6.11 REPRESENTATIONS.   Client  represents  and  warrants that it is a
Delaware corporation in good standing and that its Officers  are authorized
by   its   articles  of  organization,  and  its  Board  of  Directors  and
Shareholders  to enter into this Agreement.  If further warrants that there
have been no adverse  changes  in its financial condition since the date of
the latest financial statements  supplied  to  The Warehouse and that it is
able to meet all financial obligations created herein and Client represents
and  warrants  that  nothing  herein  violates  any  other  obligations  or
agreements of Client or creates any situation or circumstance for which The
Warehouse is or may become liable to any third party.

     6.12 ENTIRE AGREEMENT.  This Agreement and its appendices and exhibits
contains the entire agreement and understanding of the  parties  as  to the
subject   matter   herein,  and  supersedes  all  other  prior  agreements,
understandings and arrangements,  written  or  oral,  between  the  parties
relating to the subject matter hereof.


THE WAREHOUSE:                     CLIENT:

STREAMLINED SOLUTIONS, INC.,       BLOWOUT ENTERTAINMENT, INC.
d/b/a The Warehouse


By: /s/                            By: /s/ Karl Wetzel
    Title: VP Distribution             Title: Chief Financial Officer
<PAGE>
                            APPENDIX I
                                TO
          SERVICING, WAREHOUSING & DISTRIBUTION AGREEMENT
                              BETWEEN
         STREAMLINED SOLUTIONS, INC., D/B/A THE WAREHOUSE
                                AND
                    BLOWOUT ENTERTAINMENT, INC.


FACILITY SPACE

Facility Space Reserved: 12,800   square  feet--unimproved,  heated,  shell
                         warehouse  space  without  racks  with electricity
                         provided  through  existing  100 VAC and  200  VAC
                         outlets.

Rate for Facility Space: $3.75 per square foot, per year,  billed  in equal
                         monthly amounts.

Availability Date:       Upon execution.

FULFILLMENT SERVICES

Nature of Stock:         Video cassettes

Stock Handling Charges:  $.02  per cassette (includes shipping, manifesting
                         and application  of  shipping  labels).  This rate
                         contemplates 100 cassettes per carton, full carton
                         lots.  Charges will vary if quantities vary.

Freight Charges:         3% reduction from UPS published rates for outbound
                         freight.

                         Airborne  Express  as  set forth on  the  attached
                         Exhibit A [ATTACH 10/30/96 PROPOSAL]

INVOICE TERMS

All charges due net thirty (30) days from date of invoice.

ADDITIONAL SERVICES

Available at negotiated rates.