<PAGE>
                                                                    Exhibit 10.4

"Pages where confidential treatment has been requested are stamped 'Confidential
Treatment Requested and the Redacted Material has been separately filed with the
Commission', and the confidential section has been marked in the margin with a
star (*)."



                                             As of March 10, 2000

KOZMO.COM
80 Broad Street, 18th Floor
New York, NY  10004
Attn: _____________



     This letter agreement ("AGREEMENT") sets forth the terms of the agreement
between Kozmo.com ("KOZMO") and Columbia TriStar Home Video, Inc. ("CTHV") in
connection with (i) Kozmo's ordering of certain VHS "Videocassettes" and "DVDs"
(as such terms are defined below) for, and Kozmo's and CTHV's participation in a
"Revenue Sharing Program" (as defined below) for the "Rental Pictures" (as
defined below) covered by this Agreement; and (ii) Kozmo's issuing to CTHV
certain equity in Kozmo.

A. CONDITIONS PRECEDENT: All of CTHV's obligations under this Agreement are
subject to the satisfaction of the following conditions precedent
("CONDITIONS PRECEDENT"): (i) Kozmo's willingness and operational capability
to electronically report to CTHV (utilizing an electronic reporting system
approved by CTHV [CTHV hereby preapproves SuperComm]) point-of-sale
information with respect to Rental Pictures on an ongoing basis; and (ii)
CTHV's receipt of this Agreement executed by Kozmo.

1.   TERM: The term of this Agreement shall be for a period of five years
     commencing on May 16, 2000 (or such earlier date as
     elected by Kozmo upon 21 days prior written notice to CTHV
     or up to 21 days later upon such written notice) and ending
     on the date that is the earlier of (a) 5 years thereafter or (b) May 15,
     2000 (the "Term") unless earlier terminated pursuant to the terms hereof.
     Each year of the Term shall be hereinafter referred to as a "CONTRACT
     YEAR," with the first year being referred to as the "FIRST CONTRACT YEAR,"
     etc.

2.   TERRITORY: The territory of the rights granted hereunder shall be and be
     limited to the United States and its territories and possessions (the
     "TERRITORY"). In the event that Kozmo services customers in Canada during
     the Term, the Territory will be expanded to include Canada; provided, that
     all monetary components of the Agreement will be adjusted based on CTHV's
     product prices in Canada and applicable currency conversion rates.

3.   RENTAL PICTURES:

     a. DEFINITION: For purposes of this Agreement, "Rental Picture" shall be
     defined as each and every feature motion picture for which CTHV owns or
     controls home entertainment distribution rights in the Territory
     (specifically including "Direct to Video Pictures," as defined below) which
     CTHV intends to release to consumers in the Territory during the Term on a
     "rental basis," as


                                       1
<PAGE>

     opposed to a "sell-through basis," on (i) "Videocassette" (as defined
     below) format and which has an intended initial "Street Date" (as defined
     below) during the Term and/or (ii) "DVD" (as defined below) and which has
     an intended initial Street Date during the Term that is either (A) the
     first date that such motion picture is available for rental to the general
     public for home entertainment purposes or (B) within 6 months of the Street
     Date for Videocassettes of such motion picture. For purposes of this
     Agreement, "DIRECT TO VIDEO PICTURES" shall mean each and every feature
     motion picture that is initially made available for viewing in the
     Territory to consumers in Videocassette and/or DVD format or premium cable
     premiere format and which otherwise fits within the description of a Rental
     Picture. A "VIDEOCASSETTE" shall mean a prerecorded VHS videocassette
     format. A "DVD" shall mean a digital versatile disc (or otherwise known as
     "digital video disc") format and shall include all sub-formats thereof.
     Videocassettes and DVDs shall be hereinafter collectively referred to as
     "RENTAL PRODUCT."

4.   ORDER REQUIREMENTS. Kozmo agrees to order each and every Rental Picture
     from CTHV. In connection with each such order, the following shall apply:

     a. VIDEOCASSETTE AND DVD ORDER REQUIREMENTS: Kozmo agrees to order and CTHV
     agrees to provide (provided Kozmo is not in breach hereunder), a specified
     number of Videocassettes and DVDs for such Rental Picture determined as
     follows:

*         i. [***], shall order such quantity of Videocassettes and DVDs as
     mutually determined by CTHV and Kozmo on a Rental Picture-by-Rental Picture
     basis.

*         ii. [***] Kozmo agrees to order such quantity (which quantity will be
     sufficient to cover consumer demand for Rental Pictures in each geographic
     region where Kozmo operates its business) of Videocassettes and DVDs as
     shall be set forth in a matrix to be mutually determined by CTHV and Kozmo.
     Such matrix will be based on a regression model correlating factors such as
     domestic box office performance and "star" presence against Kozmo's
     historical purchase patterns and/or revenue performance. Such matrix will
     also take into consideration factors such as the competition in the
     marketplace, Kozmo's expansion rates and the growth (or contraction) of the
     home entertainment business.

*         iii. [***] Kozmo agrees to order such quantity of Videocassettes and
     DVDs as shall be set forth in a subsequent matrix created in the manner set
     forth in subparagraph 4.a.ii. above.

*    b. COPY DEPTH: The minimum quantity of Videocassettes or DVDs, as
     applicable, required to be ordered by Kozmo hereunder (whether determined
     pursuant to mutual agreement or pursuant to a matrix as set forth above) on
     a Rental Picture-by-Rental Picture basis shall be hereinafter referred to
     as the "BASE BUY COPIES." [***]


---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.

                                       2
<PAGE>

*5.  VIDEOCASSETTES OF CATALOG/"DIRECT-TO-SELL-THROUGH PICTURES": CTHV agrees to
     offer to Kozmo, [***] in quantities as mutually determined by CTHV and
     Kozmo on a title-by-title basis, for rental and/or sale (as new or
     previously viewed product) to Kozmo's customers, Videocassettes of all: (i)
     "Direct-To-Sell-Through Pictures" and (ii) catalog motion pictures for
     which CTHV owns or controls home video entertainment distribution rights in
     the Territory ("Catalog Pictures"). "DIRECT-TO-SELL-THROUGH PICTURES" shall
     mean each and every theatrical motion picture which has an initial intended
     Street Date during the Term and for which CTHV owns or controls home
     entertainment distribution rights in the Territory, provided such picture,
     when initially released during the Term on Videocassette is priced and
     distributed by CTHV at a "sell-through price" (as opposed to a "rental
     price"). Any such orders will be separately presented to CTHV and will not
     be included in the purchase order(s) referenced in Paragraph 4. above.

*6.  DVD NEW RELEASE AND CATALOG PICTURES: [***] in quantities as mutually
     determined by CTHV and Kozmo on a title-by-title basis, solely for sale
     to Kozmo's customers as new product (I.E., not previously viewed), DVDs
     of all: (i) "new release" motion pictures for which CTHV owns or
     controls home entertainment distribution rights in the Territory and
     (ii) catalog motion pictures for which CTHV owns or controls home
     entertainment DVD distribution rights in the Territory. Any such orders
     will be separately presented to CTHV and will not be included in the
     purchase order(s) referenced in Paragraph 4. above.

7.   STREET DATE/ORDERING OF COPIES/DISTRIBUTION OF COPIES: With respect to each
     of the Rental Pictures, CTHV shall specify the date for the first Rental
     Product rental of such Rental Picture to the general public for home
     entertainment purposes (the "STREET DATE"). Kozmo shall place its orders
     with CTHV for each Rental Picture, in accordance with the Paragraph 4.a.
     above ("INITIAL ORDER"), not later than 21 days prior to the Street Date
     for such Rental Picture. Kozmo acknowledges and agrees that if Kozmo does
     not place its order within such 21 day period, CTHV can not guarantee
     timely delivery of such Rental Product. Kozmo shall cause all of the Rental
     Product comprising the Initial Order to be made available for rental to its
     customers; provided, however, CTHV acknowledges that Kozmo may, from time
     to time, place orders for geographical locations in which Kozmo's service
     is not available to Kozmo's customers immediately upon the Street Date. In
     such event, Kozmo will make the Rental Product available to its customers
     in such geographical location as soon as possible.

8.   "REVENUE SHARING PROGRAM": Each and every Rental Picture hereunder shall be
     ordered by Kozmo and shall be provided by CTHV pursuant to a "REVENUE
     SHARING PROGRAM". The consideration payable by Kozmo for the right to
     participate in the Revenue Sharing Program with respect to any particular
     Rental Picture shall consist, in whole or in part, of a percentage of the
     "Rental Revenues" (as defined below) earned by Kozmo from the rental of the
     Rental Product of such Rental Picture.

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       3
<PAGE>

9. "REVENUE SHARING PERIOD":

*    a. The "VIDEOCASSETTE REVENUE SHARING PERIOD" for each Rental Picture
     [***]. The Revenue Sharing Period for each applicable Rental Picture
     shall commence on the Street Date for the applicable Rental Picture.
     Subject to Paragraph 11 below, Kozmo shall ensure that all
     Videocassettes of the Rental Pictures remain available for rental during
     the entire Videocassette Revenue Sharing Period.

*    b.  The "DVD REVENUE SHARING PERIOD" for each Rental Picture [***]. The
     Revenue Sharing Period for each applicable Rental Picture shall commence
     on the Street Date for the applicable Rental Picture. Subject to
     Paragraph 11 below, Kozmo shall ensure that all DVDs of the Rental
     Pictures remain available for rental during the entire DVD Revenue
     Sharing Period.

10.  PROGRAM PRICE: In consideration for the rights granted hereunder, for each
     Videocassette and/or DVD of a Rental Picture ordered by Kozmo, Kozmo shall
     pay CTHV the applicable "Program Price" as set forth below.

     a. VIDEOCASSETTE: For each Videocassette ordered by Kozmo, Kozmo shall pay
     a "Video Program Price" as follows:

*         i. "VIDEOCASSETTE UPFRONT PRICE": [***] ordered by Kozmo
     ("VIDEOCASSETTE UPFRONT PRICE"); plus

*         ii. "VIDEOCASSETTE REVENUE PERCENTAGE PAYMENT": A share of Rental
     Revenue derived from the rental of Videocassettes ("VIDEOCASSETTE REVENUE
     PERCENTAGE PAYMENT"), determined as follows: [***]

*         iii. "VIDEOCASSETTE END-OF-PERIOD PAYMENT": A payment ("VIDEOCASSETTE
     END-OF-PERIOD PAYMENT") [***]

          The Videocassette Upfront Price, the Videocassette Revenue Percentage
     Payment and the Videocassette End-of-Period Payment shall be hereinafter
     referred to as the "Videocassette Program Price."

     b. DVD: For each DVD ordered by Kozmo, Kozmo shall pay a "DVD Program
     Price" as follows:


---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       4
<PAGE>

*         i. "DVD UPFRONT PRICE": [***] Kozmo ("DVD UPFRONT PRICE"); plus

*         ii. DVD REVENUE PERCENTAGE PAYMENT: A share of Rental Revenue derived
     from the rental of DVDs ("DVD REVENUE PERCENTAGE PAYMENT") determined as
     follows: [***]

          The DVD Upfront Price and the DVD Revenue Percentage Payment shall be
     hereinafter referred to as the "DVD Program Price," and, collectively with
     the Videocassette Program Price, the "Program Price."

     c.   DEFINITIONS.

          i. A "RENTAL TRANSACTION" shall mean each and every time a
     Videocassette or DVD, as applicable, is rented to a customer. Kozmo shall
     independently determine and charge its customers whatever Rental
     Transaction price it determines is in its own best business interests and
     without agreement with CTHV. CTHV does not suggest any particular Rental
     Transaction price.

*         ii. "RENTAL REVENUES" shall mean the aggregate of all revenues
     generated [***] in connection with Rental Transactions occurring during the
     Revenue Sharing Period, including any collected extended viewing fees and
     any amounts charged to customer credit cards [***], excluding sales taxes
     and any other government levied transaction fees.

          Kozmo shall be solely obligated to pay all taxes, fees or governmental
     charges required to be paid by Kozmo in connection with Kozmo's activities
     undertaken pursuant to this Agreement. Kozmo shall pay all such taxes
     within the applicable time periods.

11.  DESTRUCTION/RETURN/"SELL-OFF" OF RENTAL PRODUCT:

*    a. VIDEOCASSETTES. Kozmo agrees not to sell any of the Videocassettes of
     the Rental Pictures [***] without the prior consent of CTHV. During the
     remainder of the applicable Videocassette Revenue Sharing Period, Kozmo
     may make such percentage of the "Left on Shelf" Videocassettes of the
     applicable Rental Picture available for sale to consumers as may be
     mutually determined by CTHV and Kozmo. For purposes of this Agreement,
     "Left on Shelf" Videocassettes shall be defined as the least number of
     Videocassettes "left on the shelf" at a location to be mutually
     determined by CTHV and Kozmo on the close of business on a day during
     applicable Revenue Sharing Period as mutually determined by Kozmo and
     CTHV. CTHV shall not be entitled to share in the revenues collected from
     the sales of Videocassettes in accordance with the terms hereof. Kozmo
     may sell (in accordance with the terms hereof) Videocassettes to any
     individual end-user consumer via direct mail, or Kozmo's direct Internet
     site. Kozmo may not sell such Videocassettes to any third-party vendors,
     including brokers, liquidators or other wholesale distributors.

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       5
<PAGE>

*    b. DVDS. At such time as Kozmo orders DVDs of a particular Rental Picture
     pursuant to the terms hereof, CTHV shall elect one of the following: (i) at
     the end of the applicable DVD Revenue Sharing Period for such Rental
     Picture, such DVDs shall be destroyed by Kozmo at CTHV's cost and expense
     (and in such a manner as CTHV may so direct); or (ii) at the end of the
     applicable DVD Revenue Sharing Period for such Rental Picture, such DVDs
     shall be returned to CTHV at CTHV's cost and expense (and in such a manner
     as CTHV may so direct). [***]

12.  BASE BUY ADVANCE.

     a. VIDEOCASSETTES. All Videocassette orders made by Kozmo pursuant to this
     Agreement shall be subject to the following:

*         i. [***]

*              (1) [***]

*              (2) [***]

*         ii. [***] Prior to the expiration [***] CTHV and Kozmo shall
     negotiate in good faith to mutually determine Videocassette Base Buy
     Advances for the Fourth and Fifth Contract Years. In the event that CTHV
     and Kozmo are unable to reach an agreement regarding such Videocassette
     Base Buy Advances, CTHV may elect, in its sole discretion, to obligate
     Kozmo to continue to perform under the terms and conditions of the
     Agreement (including, without limitation, the Videocassette Base Buy
     Advances set forth in subparagraphs 12.a.i.(1) and 12.a.i.(2));
     provided, however, if CTHV elects to continue to obligate Kozmo to
     continue to perform under the terms and conditions of the Agreement
     (including, without limitation, the Videocassette Base Buy Advances set
     forth in subparagraphs 12.a.i.(1) and 12.a.i.(2)), Kozmo may thereafter
     elect [***] to terminate the Agreement. Any termination of the Agreement
     shall be deemed a termination "without cause." Any and all Rental
     Pictures ordered by Kozmo as of the date of such termination shall
     continue to be governed by the terms and conditions of this Agreement.

          The Videocassette Revenue Percentage Payment and the Videocassette
     End-of-Period Payment shall be applicable against and credited to the
     Videocassette Base Buy Advance.

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       6
<PAGE>

     b. DVDS. All DVD orders made by Kozmo pursuant to this Agreement shall be
     subject to the following:

*         i. [***]

*         ii. [***] Prior to the expiration of [***] CTHV and Kozmo shall
     negotiate in good faith to mutually determine Base Buy Advances for the
     Fourth and Fifth Contract Years. In the event that CTHV and Kozmo are
     unable to reach an agreement regarding such Base Buy Advances, CTHV may
     elect, in its sole discretion, to obligate Kozmo to continue performing
     under the terms and conditions of the Agreement; provided, however, that
     the DVD Base Buy Advance for Rental Pictures ordered by Kozmo after such
     [***] however, if CTHV elects to continue to obligate Kozmo to continue
     to perform under the terms and conditions of the Agreement (including,
     without limitation, the Base Buy Advances set forth in subparagraphs
     12.b.i.(1) and 12.b.i.(2)), Kozmo may thereafter elect [***] to
     terminate the Agreement. Any termination of the Agreement shall be
     deemed a termination "without cause." Any and all Rental Pictures
     ordered by Kozmo as of the date of such termination shall continue to be
     governed by the terms and conditions of this Agreement.

          The DVD Upfront Price and the DVD Revenue Percentage Payment shall be
     applicable against and credited to the DVD Base Buy Advance.

13.  DELIVERY/SHIPPING: CTHV will cause a third party duplicator/distributor to
     undertake direct distribution of all Videocassettes and DVDs ordered by
     Kozmo hereunder to no more than 2 distribution centers (which shall be
     designated in writing by Kozmo and which may only be changed upon 60 days
     prior written notice to CTHV). Kozmo shall be solely responsible for making
     all Videocassettes and DVDs "rental ready." CTHV will use reasonable, good
     faith efforts to deliver all Videocassettes and DVDs ordered by Kozmo
     hereunder to Kozmo's distribution centers 7 days prior to the applicable
     Street Date(s) for such Videocassettes and/or DVDs; provided, however, if
     Kozmo desires to have Videocassettes and/or DVDs delivered to its
     distribution centers 10 days prior to the applicable Street Date(s), then
     Kozmo shall place its Initial Order not later than 26 days prior to the
     applicable Street Date for Videocassettes and 33 days prior to the
     applicable Street Date for DVDs.

14.  PAYMENT: Kozmo shall pay: (i) the Videocassette Upfront Price and the DVD
     Upfront Price within 30 days following the delivery of such Videocassettes
     and/or DVDs (as applicable) to Kozmo; (ii) the Videocassette Revenue
     Percentage Payment and the DVD Revenue Percentage Payment within 30 days
     following the end of the relevant month in which Rental Revenue for the
     applicable Rental Picture is received by Kozmo; (iii) Videocassette
     End-of-Period Payment within 30 days following the expiration of the
     applicable Revenue Sharing Period; and (iv) the

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       7
<PAGE>

     Videocassette Base Buy Advance and the DVD Base Buy Advance within 60 days
     following the applicable Rental Picture's Street Date.


*15. MISSING VIDEOCASSETTES: In the event that Videocassettes and/or DVDs of a
     Rental Picture are lost, stolen or otherwise unaccounted for (including,
     without limitation, because of a sale) [***] applicable Rental Picture
     ("Missing Videocassette" or "Missing DVD," as applicable), Kozmo shall
     so inform CTHV and shall pay CTHV the following:

*    a. VIDEOCASSETTES. [***]

*    b. DVD. [***]

          The amounts set forth in subparagraphs 15.a. and b. shall be
     hereinafter referred to as "MISSING RENTAL PRODUCT FEES." Missing Rental
     Product Fees shall be payable to CTHV within 30 days following the end of
     the relevant month during which the Revenue Sharing Period for the
     applicable Rental Picture expires.

16.  REPORTING OBLIGATIONS: Kozmo shall report electronically to CTHV, on a
     weekly basis, complete and accurate daily information regarding the rental
     of Videocassettes and DVDs of the Rental Pictures acquired under this
     Agreement on a location-by-location and Rental Picture-by-Rental Picture
     basis, in such format as may be specified by CTHV from time to time. At
     CTHV's request, Kozmo shall provide CTHV with a copy of all tracking and
     other information obtained by Kozmo, insofar as such information relates to
     the Rental Pictures. Notwithstanding the foregoing, the parties hereby
     agree to work together during the first 90 days of the Term to set up a
     mutually acceptable reporting format; provided, however, that in the event
     of any disagreement, CTHV's decision shall prevail.

17.  MARKETING SUPPORT: In lieu of specific marketing support programs and as
     consideration for services to be performed by Kozmo hereunder, CTHV agrees
     that Kozmo shall accrue, on a per-Rental Picture basis, the following
     marketing support funds (the "Marketing Support Funds"):

*    1.   VIDEOCASSETTE. [***]

*    2.   DVD. [***]

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       8
<PAGE>

     3.   USE/PAYMENT OF MARKETING SUPPORT FUNDS. Kozmo shall use the Marketing
          Support Funds solely for the purpose of advertising and promoting the
          Rental Pictures. For clarification purposes, CTHV acknowledges and
          agrees such advertising and promotion for the Rental Pictures may
          include "tag lines" and other references to Kozmo. Upon CTHV's receipt
          of a Marketing Support Fund invoice (and, if required, adequate
          assurances that such monies were actually used to advertise and
          promote the Rental Pictures), CTHV shall reimburse Kozmo for the
          Marketing Support Funds within 60 days of CTHV's receipt of such
          invoice (or adequate assurances, as applicable).

18.  EQUITY: In partial consideration for the rights granted hereunder, Kozmo
     agrees to issue to CTHV, or its designee, $10 million of Series F
     Convertible Preferred Stock of Kozmo, which Series F Convertible Preferred
     Stock shall be governed by and subject to the terms and conditions of (i)
     the Second Amended and Restated Stockholders Agreement dated as of March
     13, 2000 among Kozmo and Stockholders of Kozmo and (ii) the Second Amended
     and Restated Registration Rights Agreement dated as of March 13, 2000 among
     Kozmo and Stockholders of Kozmo. CTHV and Kozmo hereto agree to execute and
     deliver all documentation reasonable in form and content to effect the
     issuance and sale of the Series F Convertible Preferred Stock hereunder.

19.  AUDIT:

*    a. Kozmo grants CTHV the right, from time to time during the period
     commencing on the date hereof and concluding on the date which is 12 months
     after the expiration of the Term, upon not less than 7 business days prior
     notice, but no more than twice in any calendar year, to examine and audit
     Kozmo's records, invoices, books of account, computer or data base
     information which relate to the rental and/or sale of Videocassettes of the
     Rental Pictures and/or the Revenue Sharing Program for the then immediately
     preceding 12 month period (including, without limitation, all appropriate
     information provided to Kozmo by customers, but which shall not include
     names, addresses and/or any individual identifying data of such customers).
     All such audits shall be conducted by an independent, qualified auditor of
     CTHV's choice. All such audits shall be at CTHV's sole cost and expense;
     provided however, that in the event such audit shall disclose an error or
     errors which in the aggregate [***] hereunder for the period being audited,
     Kozmo shall promptly reimburse CTHV for all outside costs and expenses
     actually incurred in connection with such audit. CTHV may make copies of
     or make excerpts from only such part of Kozmo's records, invoices, books
     of account, computer or data base information which relate to matters
     and time frames subject to examination as herein provided. Such
     examination shall be at such place where the relevant information is
     maintained and during reasonable business hours and in such manner so as
     not to interfere with Kozmo's normal business activities. Such
     examination shall continue for such time as is reasonably necessary (but
     in any event not more than 30 consecutive days, provided that CTHV has
     been provided with the requisite access and information) for CTHV to
     complete the examination. Such right to examine hereunder is limited to
     the financial matters in connection with Rental Product of Rental
     Pictures and/or the Revenue Sharing Program and/or
     Direct-to-Sell-Through Pictures ordered and/or catalog and/or DVDs
     purchased hereunder (collectively, "CTHV Product") and under no
     circumstances shall CTHV have the right to examine records relating to
     Kozmo's business generally

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       9
<PAGE>

*    or with respect to other projects not related to CTHV Product, for purposes
     of comparison or otherwise; provided, however, that where any original
     income or expense document with third parties relates to CTHV Product and
     videocassettes of any third party's titles, CTHV shall have the right to
     examine such document; provided, further that any information contained
     therein which does not relate to CTHV Product shall be redacted therefrom.
     Any amounts determined to be due and owing to CTHV following an audit shall
     be paid to CTHV [***] (or the highest rate of interest permissible under
     applicable law, if less) from the date the applicable sums should have been
     paid to CTHV to the date of payment to CTHV.

     b. Kozmo grants CTHV the right to conduct, or to engage an auditor to
     conduct, upon 48 hours notice, on-location audits for purposes of
     "spot-checking" transaction information relating to the CTHV Product;
     provided, that CTHV shall not conduct such audits more than once per month
     at any one warehouse or geographical location.

20.  NOTICE: Any notice or communications provided for hereunder must be in
     writing and delivered either personally, by telecopy, telex or by
     registered mail, postage prepaid to the following addresses (or to such
     other address as specified by like notice):

          For Kozmo:

               Kozmo.com
               80 Broad Street, 18th Floor
               New York, NY  10004
               Attention: Yong Kang, President and Chief Administrative Officer
                          Gerry Burdo, Chief Financial Officer
                          Cindy Holland, Vice President, Business Development
               Facsimile: (212) 797-1400

          For CTHV:

               Columbia TriStar Home Video, Inc.
               10202 West Washington Boulevard, 8th Floor
               Culver City, CA  90232
               Attention: Robin Russell, Executive Vice President
               Facsimile: (310) 244-1289

21.  REPRESENTATIONS AND WARRANTIES:

     a. CTHV warrants and represents that it is a corporation duly organized and
     validly existing in good standing under the laws of the state of Delaware
     and has the full right, power, legal capacity and authority to enter into
     and carry out the terms of this Agreement.

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       10
<PAGE>

     b. Kozmo warrants and represents that it is a corporation duly organized
     and validly existing in good standing under the laws of the state of
     Delaware and has the full right, power, legal capacity and authority to
     enter into and carry out the terms of this Agreement.

22.  INDEMNIFICATION:

     a. Kozmo agrees to indemnify and hold CTHV, its parent, subsidiary and
     affiliated companies and their respective officers, agents, directors and
     employees, harmless from any and all claims, damages, liabilities, costs
     and expenses (including reasonable attorneys fees) arising out of the
     breach by Kozmo of any warranty, representation or other term or provision
     of this Agreement. CTHV shall promptly notify Kozmo in writing of any third
     party claim or litigation to which this indemnification applies, and Kozmo
     shall assume the defense of any such claim or litigation (and CTHV shall
     have the right to engage separate counsel of its choice and participate in
     the defense, negotiation and settlement of such action or proceeding, but
     shall bear the fees and expenses of such separate counsel retained by CTHV
     and CTHV shall cooperate with Kozmo in the defense of such claim at no cost
     or charge to Kozmo, other than for performing such acts as Kozmo shall
     request). If, for any reason, Kozmo shall fail to appoint counsel on a
     timely basis or otherwise fails timely to confirm its assumption of the
     defense of any applicable claim, CTHV may engage its own counsel and the
     reasonable costs and expenses made in connection therewith shall be paid by
     Kozmo. Kozmo shall have the right to approve or disapprove the settlement
     or disposition of any such claim or litigation proposed by CTHV, which
     right shall expire 20 business days following Kozmo's receipt of written
     notice with respect thereto. Kozmo shall not have the right to enter into
     any settlement or compromise unless, in connection therewith, it shall
     obtain from the claimants a full release of all related claims against
     CTHV.

     b. CTHV shall indemnify and hold Kozmo, its subsidiary and affiliated
     companies and their respective officers, agents, directors and employees,
     harmless from any and all claims, damages, liabilities, costs and expenses
     (including reasonable attorneys fees) arising out of the breach by CTHV of
     any warranty, representation or other term or provision of this Agreement.
     Kozmo shall promptly notify CTHV in writing of any third party claim or
     litigation to which this indemnification applies, and CTHV shall assume the
     defense of any such claim or litigation (and Kozmo shall have the right to
     engage separate counsel of its choice and participate in the defense,
     negotiation and settlement of such action or proceeding but shall bear the
     fees and expenses of such separate counsel retained by Kozmo and Kozmo
     shall cooperate with CTHV in the defense of such claim at no cost or charge
     to CTHV, other than for performing such acts as CTHV shall request). If,
     for any reason, CTHV shall fail to appoint counsel on a timely basis or
     otherwise fails timely to confirm its assumption of the defense of any
     applicable claim, Kozmo may engage its own counsel and the reasonable costs
     and expenses made in connection therewith shall be paid by CTHV. CTHV shall
     have the right to approve or disapprove the settlement or disposition of
     any such claim or litigation proposed by Kozmo, which right shall expire 20
     business days following CTHV's receipt of written notice with respect
     thereto. CTHV shall not have the right to enter into any settlement or
     compromise unless, in connection therewith, it shall obtain from the
     claimants a full release of all related claims against Kozmo.


                                       11
<PAGE>

23.  CONFIDENTIALITY: Other than as may be required (i) by applicable law,
     governmental order or regulation or securities laws or by order or decree
     of any court of competent jurisdiction, (ii) as part of its normal
     reporting requirements or review procedures to its parent company,
     auditors, attorneys or other advisors, (iii) in connection with a possible
     sale, merger or other consolidation transaction involving it or its parent
     company or (iv) in the case of CTHV, as may be disclosed to third party
     "profit" participants in connection with the Rental Pictures: neither party
     hereto shall divulge or disclose to any third party any of the material
     terms and conditions of this Agreement (including, without limitation, the
     existence of this Agreement or any reference to Sony Pictures
     Entertainment, CTHV, or any affiliated entity), without the prior written
     consent of the other party hereto. In the event that disclosure is required
     pursuant to clause (i) above, the party so making disclosure shall so
     notify the other party (if possible, prior to making such disclosure and in
     any event as promptly as practical) and shall seek confidential treatment
     of such information. The initial press release regarding the parties
     entering into this Agreement (if any) shall require the mutual written
     approval of both parties. Notwithstanding anything to the contrary
     contained herein, CTHV hereby acknowledges and agrees that Kozmo may be
     required to share financial and other reporting information with respect to
     the Rental Pictures with the owner/operator of Kozmo's computer program
     system and certain data information services in order to allow such
     owner/operator and/or such data information service to monitor, update and
     approve their program and/or service. In the event Kozmo is required to
     share such information, Kozmo shall so inform CTHV and shall, at CTHV's
     request, obtain a confidentiality agreement, in a form approved by CTHV,
     signed on behalf of such owner/operator and/or data information service.
     Without limiting the generality of its obligations under this Paragraph,
     Kozmo agrees that it will not share with any third party any financial or
     other reporting information with respect to the Rental Pictures which is
     kept, maintained or compiled as part of the Revenue Sharing Program, except
     as set forth in this Paragraph 23.

24.  ASSIGNMENT/CHANGE OF CONTROL:

     a. ASSIGNMENT: CTHV shall be free to assign this Agreement and its rights
     hereunder, and to delegate its duties at any time and from time to time, in
     whole or in part, to any person or entity; provided, however, that CTHV
     shall be released from its obligations under this Agreement only if such
     assignment is (i) to a person or entity into which CTHV merges or is
     consolidated or (ii) to a person or entity which acquires all or
     substantially all of CTHV's business and assets or (iii) to a person or
     entity which is controlled by, under common control with, or controls CTHV
     or (iv) with Kozmo's prior written consent. Kozmo shall not assign this
     Agreement nor its rights hereunder, nor delegate its duties under this
     Agreement in whole or in part, without CTHV's prior written consent (not to
     be unreasonably withheld); provided, however, that an assignment pursuant
     to or resulting from a sale, exchange or transfer of all or substantially
     all of Kozmo's business and assets to any person or persons or any other
     form of business combination, including, without limitation, a
     reorganization, merger, consolidation or a sale to the public, shall not
     require such consent so long as such assignment is not to a Competing Major
     Studio and such party is a financially responsible party capable of
     performing all of Kozmo's obligations under this Agreement and which such
     party assumes in writing all of Kozmo's rights and obligations hereunder.
     In the event that Kozmo or CTHV assigns its rights or interest in or to
     this Agreement pursuant to the terms hereof, in whole or in part, the
     assigning party will nevertheless continue to remain fully and primarily
     responsible and


                                       12
<PAGE>

     liable to the other party for prompt, full, complete and faithful
     performance of all terms and conditions of this Agreement. For purposes of
     this Agreement, a "Competing Major Studio" shall mean Universal Studios,
     Inc., Warner Bros., a division of Time Warner Entertainment Company, L.P.,
     MGM, Twentieth Century Fox Film Corporation, The Walt Disney Company, or
     Paramount Pictures Corporation, Inc., or any division of any of the
     foregoing, or any entity which controls, is controlled by, or is under
     common control with any of the foregoing.

     b. CHANGE OF CONTROL: For purposes of Paragraph 24.a. hereof, a
     "change-of-control" of Kozmo shall be deemed to be an assignment and shall
     be subject to the provisions of Paragraph 24.a. For purposes of this
     Agreement, a "change-of-control" of Kozmo shall be deemed to have occurred,
     if, following the applicable transaction: a Competing Major Studio acquires
     25% or more of the equity interests in Kozmo.

25.  REMEDIES:

     a. In addition to any and all other rights and remedies available to it at
     law or in equity, a non-defaulting party shall have the right to terminate
     this Agreement for any material breach by a defaulting party (a "MATERIAL
     BREACH") and/or in the event of bankruptcy, insolvency, reorganization,
     assignment for the benefit of creditors or any such similar proceeding on
     the part of either party, or the appointment of a receiver (or similar
     proceeding) for any of such party's property (each, an "INSOLVENCY EVENT").
     Notwithstanding the foregoing, in the event of a Material Breach, the
     non-defaulting party shall notify the defaulting party of such Material
     Breach in writing and the defaulting party shall have 30 days to cure such
     Material Breach; provided, that in the event of Kozmo's failure to timely
     report to CTHV pursuant to Paragraph 16 hereof or to pay CTHV sums due
     under this Agreement, Kozmo shall have 14 days to cure such Material
     Breach. The non-defaulting party shall have the right to terminate this
     Agreement for any such Material Breach that shall remain uncured for 30
     (or, if applicable, 14) days following such notice and/or for any
     Insolvency Event; provided, that in the event that such Material Breach
     (other than nonpayment) is of a nature that reasonably requires more than
     30 (or, if applicable, 14) days to cure, and the defaulting party is
     diligently in the process of such cure, the non-defaulting party will not
     terminate this Agreement unless the cure cannot be accomplished, or
     otherwise is not accomplished, in 60 days.

*    b. [***]

26.  GOVERNING LAW/ALTERNATIVE DISPUTE RESOLUTION:

     a. GOVERNING LAW. THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE
     CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF
     AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA
     SHALL GOVERN (i) THE VALIDITY AND

---------
* Confidential Treatment Requested and the Redacted Material has been separately
filed with the Commission.


                                       13
<PAGE>

     INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF
     THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF
     ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING
     TO THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT.

     b. LEGAL PROCEEDINGS. The parties hereto agree that any dispute or
     controversy relating to any of the matters referred to in clauses (i), (ii)
     and/or (iii) of Paragraph 26.a., above, shall be decided by a Rent-A-Judge,
     mutually selected by the parties (or, if they cannot agree, by the
     Presiding Judge of the Los Angeles Superior Court) appointed in accordance
     with California Code of Civil Procedure Section 638, sitting without a
     jury, in Los Angeles County, California, and the parties hereby submit to
     the jurisdiction of such court. All such proceedings shall be closed to the
     public and confidential and all records relating thereto shall be
     permanently sealed.

27.  MISCELLANEOUS:

     a. Nothing contained herein shall be deemed to create a relationship of
     partnership, joint venture, agency, fiduciary or employment between the
     parties.

     b. This Agreement sets forth the entire understanding of the parties
     regarding the subject matter hereof and supersedes all prior oral or
     written agreements between them.

     c. No waiver of any default or breach of this Agreement by either party
     shall be deemed a continuing waiver or a waiver of any other breach or
     default, no matter how similar.

     d. This Agreement may not be changed, modified, amended or supplemented,
     except in a writing signed by both parties.

     e. Paragraph headings are inserted herein for convenience only and do not
     constitute a part of this Agreement.

     f. Kozmo and CTHV shall execute, acknowledge and deliver any and all
     further documents that are necessary, expedient or proper to implement,
     administer and effectuate the purpose and intent of this Agreement.

     g. If any term or provision of this Agreement shall be found to be void or
     contrary to law, such term or provision shall, but only to the extent
     necessary to bring this Agreement within the requirements of law, be deemed
     to be severable from the other terms and provisions of this Agreement, and
     the remainder of this Agreement shall be given effect as if the parties had
     not included the severed term herein.

     //

     //


                                       14
<PAGE>


     Please confirm your agreement with the foregoing by signing below, and
return both copies to the undersigned, after which we will return a fully
executed copy to you.


                    Very truly yours,

                    COLUMBIA TRISTAR HOME VIDEO, INC.

                    By: /s/ Illegible
                        --------------------------------------------

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

AGREED TO AND ACCEPTED THIS 10th DAY OF MARCH, 2000:


KOZMO.COM

By: /s/ Illegible
    -----------------------------------
Title: President
       --------------------------------


                                       15