<PAGE>

                                                           EXHIBIT 10.12

CONFIDENTIAL

                       DISTRIBUTION AND FULFILLMENT AGREEMENT

       THIS DISTRIBUTION AND FULFILLMENT AGREEMENT (the "AGREEMENT") is made as
of _____________, 1999 (the "EFFECTIVE DATE") by and between AUDIOHIGHWAY.COM, a
California corporation, with its principal place of business at 20600 Mariani
Avenue, Cupertino, California 95014 (the "SELLER"), and INGRAM ENTERTAINMENT
INC., a Tennessee corporation, with its principal place of business at Two
Ingram Boulevard, La Vergne, Tennessee 37089 (the "DISTRIBUTOR").

       1.     DEFINITIONS.

              1.1    "BACK ORDERED PRODUCTS" means Products that Distributor
       does not have in stock in its shipping facilities at the time an Order is
       submitted for them.

              1.2    "BUSINESS DAY" means a day on which Distributor regularly
       conducts business, excluding holidays.

              1.3    "CUSTOMER" means a person in the United States, its
       territories and protectorates, who orders Products from Seller's online
       retail store.

              1.4    "DAMAGED PRODUCTS" means Products shipped by Distributor
       which are damaged during shipment to Customers to the extent that the
       Products cannot be used for their intended purpose.  Products damaged
       while in the care, custody, or control of the Customer are not Damaged
       Products for purposes of this Agreement.

              1.5    "DEFECTIVE PRODUCTS" means Products shipped by Distributor
       which contain manufactured defects which prevent them from being used for
       their intended purpose.

              1.6    "EDI" means electronic data interchange for transmitting
       data between computers via a value-added network (mailbox service
       provider) or via the Internet.

              1.7     "ELECTRONIC REPORT" means information provided
       electronically.

              1.8    "FTP" means file transfer protocol utilized to provide
       information necessary for placing orders with Distributor via a
       value-added network or the Internet.

              1.9    "INSERTS" means custom insertions acceptable to Distributor
       which Seller delivers to Distributor at no expense to Distributor and
       which Seller requests to be included with Shipments.

              1.10   "ORDER" means a Product order placed by Seller in
       accordance with this Agreement.

              1.11   "PRODUCTS" means Distributor's (or its vendors') products
       Seller may purchase pursuant to this Agreement.


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              1.12   "SHIPMENT" means a shipment of Product by Distributor in
       response to an Order.

              1.13   "SHIPPING FACILITIES" means Distributor facilities in the
       United States designated from time-to-time by Distributor as
       direct-to-consumer distribution facilities.

              1.14   "UNMERCHANDISABLE PRODUCTS" means Products shipped by
       Distributor which are shopworn, soiled and/or otherwise not in reasonably
       acceptable condition for commercial distribution.

       2.     ELECTRONIC DATA TRANSMISSION.  Electronic data transmissions
between Distributor and Seller shall be via EDI or other mutually agreed upon
means of electronic data transmissions.  For EDI through a value-added network,
Seller will pay all usual and customary fees related to transmission and
retrieval through Seller's value-added network and any related interconnect
charges to or from Distributor's value-added network.  Distributor will furnish
Seller the specifications for FTP and any other mutually agreed upon means of
electronic data transmission (other than EDI).  Distributor may change those
specifications from time-to-time on not less than 30 days prior written notice
to Seller.

       3.     FULFILLMENT SERVICES.

              3.1    ORDERS.  Seller will transmit, via electronic data
       transmission, Orders to Distributor.  Each Order shall contain the
       following information:  (a) the Customer's name and complete shipping
       address; (b) the Distributor-approved shipping method to be used; (c) the
       text of any special messages to the Customer (messages from the Customer
       to a third party recipient are excluded per SECTION 3.9); and (d) the
       Products to be shipped and their quantity.

              3.2    FULFILLMENT.  After receipt of an Order, Distributor will
       use reasonable efforts to: (a) fill the Order from Products in stock at
       the Shipping Facilities; (b) print all packing slips excluding Inserts;
       (c) insert all packing slips and Inserts; (d) print and affix shipping
       labels on Shipments; (e) when made available by Distributor, print the
       text of any special message reasonably acceptable to Distributor on the
       standard packing slip requested by Seller in the Order; (f) ship the
       Order to the Customer; (g) order from the vendor any Back Ordered
       Products and notify Seller that the Back Ordered Products are backordered
       (in which case Seller may, via electronic data transmission to
       Distributor, elect to terminate the Order with respect to the Back
       Ordered Products or to terminate the Order in total); and (h) if not
       terminated as described in CLAUSE (g), ship any Back Ordered Products
       following their receipt by Distributor at the Shipping Facilities in
       accordance with the terms of this Section.  Provided Distributor receives
       an Order and the related picking ticket is printed no later than 1:00
       p.m., central time, Distributor will use commercially reasonable efforts
       to ship the Order that same Business Day.  If the Order is received and
       the related picking ticket is printed after 1:00 p.m., central time,
       Distributor will use commercially reasonable efforts to ship the Order
       the following Business Day.  If Distributor does not ship an Order as
       provided above, Distributor will notify Seller no later than the second
       following Business Day, and Seller may without obligation cancel the
       Order by notice to Distributor via electronic data transmission.  Seller
       will also have the right to cancel an Order by notice to Distributor via
       electronic


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CONFIDENTIAL

       data transmission at any time prior to the printing or generation of the
       pick ticket with respect to that Order. Seller will not be invoiced for
       cancelled Orders. Seller will notify Customers of Order cancellations.

              3.3    PACKING SLIPS.  Packing slips printed and inserted in
       Shipments by Distributor will be agreed upon in "look and feel" by
       Distributor and Seller, based on Seller's specifications and
       Distributor's capability.

              3.4    SHIPMENT.  Distributor will use commercially reasonable
       efforts to ship Products in accordance with the Distributor-approved
       shipping methods specified by Seller in the Order.  Distributor will use
       commercially reasonable efforts to package all Shipments in a manner to
       prevent damage during shipment, the "look and feel" of which packaging
       will be agreed upon by Distributor and Seller, based on Seller's
       specifications and Distributor's capability.  Distributor will cooperate
       with Seller in tracking any lost shipments and filing any related carrier
       claims.  Except as specifically set out in this Agreement, all shipping
       shall be at the expense of Seller.  The risk of loss for Products shall
       pass from Distributor when the Products are delivered to the carrier for
       shipment to the Customers.

              3.5    MASTER DATABASE LICENSE AGREEMENT. This Agreement
       incorporates by reference the terms of the Master Database License
       Agreement in the form of EXHIBIT A hereto (the "DATABASE LICENSE").  The
       Database License describes the Products as of the most recent update of
       the Ingram Entertainment Inc. Master Database (the "MASTER DATABASE")
       made available to Seller.  Distributor makes no representation or
       warranty as to the availability of any of the Products, whether or not
       included in the Master Database; however, Distributor will not knowingly
       misstate its inventory levels in any material manner.

              3.6    REPORTS TO SELLER.

                     (a)    Each Business Day, Distributor will furnish Seller
              Electronic Reports of the following: (A) all Shipments made that
              Business Day by Order number and tracking number (if available),
              all Products contained in each Order, and all Back Ordered
              Products by order number, and (B) Orders received, but not
              shipped, and the status of each such Order; and (C) all Product
              returns (identified by Return Authorization Number) processed by
              Distributor indicating quantity and item(s) received and other
              information in reasonably sufficient detail (I.E. Customer and
              invoice number) to allow Seller to properly credit Customers for
              such returns.

                     (b)    On a monthly basis, Distributor shall provide a
              statement of account which details (i) all invoices sent to Seller
              during the prior calendar month; (ii) all payments received from
              Seller during the prior calendar month, and other credits made
              against Seller's payment obligations; and (iii) all unpaid
              invoices.

              3.7    LICENSE.  Seller hereby grants to Distributor a limited,
       nonexclusive, nontransferable license to (a) distribute the Inserts in
       connection with the Products, and


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                     (b)     use Seller's trademarks in accordance with
       Seller's specifications on Product invoices and other materials
       provided to Customers.  The use of Seller's trademarks, however, shall
       be limited to that which is reasonably necessary to carry out the
       purposes of this Agreement.  The licenses contemplated by this
       paragraph are deemed expired upon termination of this Agreement for any
       reason.

              3.8    NON-EXCLUSIVE DEALING.  Nothing in this Agreement requires
       either party to this Agreement to deal exclusively with the other in any
       capacity.

              3.9    NO THIRD PARTY MESSAGES.  Seller understands that
       Distributor offers to certain clients the ability to permit customers of
       those clients to include with the Order a message from the customer to a
       third party recipient of the Products in the Order.  Seller further
       understands that Distributor does not have the ability to block or
       prevent the customers of any particular client (including the Seller)
       from offering or from the client or its customers utilizing, that
       messaging feature.  Seller and Distributor nonetheless agree that Seller
       will not have the right to utilize or offer this messaging service to its
       Customers, and that any offering of this messaging service by Seller to
       Customers or any use of the messaging service by Seller or any Customer
       will constitute a breach of this Agreement by Seller and an Event of
       Default for purposes of SECTION 8.3.  Seller acknowledges that, in any
       event, Distributor does not have the capability to screen or review any
       such message and agrees that Distributor has no obligation to do so.

       4.     RETURNS.

              4.1    RETURNS GENERALLY.  (a)  In order for returned Products
       (including Defective Products, Unmerchandisable Products, Damaged
       Products, and Products erroneously shipped to Customers) to be eligible
       for credit pursuant to this Agreement, Seller agrees to the following
       procedures:

                     (i)    Seller will furnish each Customer desiring to return
              Products a return authorization number of no more than eight
              characters, all of which must be alpha numeric; and

                     (ii)   Seller will furnish to Distributor that
              authorization number; the Seller's account number; the item
              number(s) or UPC number(s) of the Products being returned; the
              quantity of each Product being returned; Seller's invoice number
              to which the return is to be applied; and the reason for the
              Product return (carrier damage, shipped in error, defective,
              Customer error, Customer change in preference, etc.).

       Within five Business Days of Distributor's receipt of the returned
       Products, all returned Products will be logged into Distributor's
       inventory, Seller will be issued a credit by Distributor for the lowest
       price per unit paid by Seller to Distributor for the returned Products
       (excluding freight and handling fees) or, if less, the current market
       value of those Products; PROVIDED, HOWEVER, that if Seller furnishes
       Distributor the applicable invoice number and the returned Products have
       been received by Distributor no more than 60 days after the invoice date,
       such credit will be equal to the order or line item amounts for the
       returned Products shown on that invoice. In the event of the return by


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       Customers of Defective Products, Unmerchandisable Products, Products
       shipped erroneously to Customers, and/or Damaged Products, the credit set
       out in this paragraph will include the freight costs initially charged to
       Seller by Distributor for those Products.  The credit set out in this
       paragraph will be reduced by any applicable processing fee described in
       SECTION 4.2.  Distributor will provide Seller with information in
       reasonably sufficient detail (I.E. Seller's RA number and invoice number
       (if provided by Customer)) to allow Seller to properly credit Customers
       for such returns.  Credit memos for returns will be processed by
       Distributor and delivered to Seller within 15 days after Distributor's
       receipt of the returned Product.  Credits issued to Seller under any such
       credit memos will be applied immediately to payables incurred by Seller.
       Seller will reimburse Distributor per normal payment terms set out in
       SECTION 5.3 for any freight costs charged to Distributor by the carrier
       due to Customer refusal to accept delivery of Products correctly shipped
       to the Customer which are then returned by the carrier to Distributor.
       Distributor's sole liability for any Defective Products, Unmerchandisable
       Products, Products erroneously shipped to Customers, and/or Damaged
       Products will be acceptance of their return and issuance of the credit
       set out in this paragraph.  If Seller desires replacement of any of the
       four types of Products described in the preceding sentence, Seller will
       initiate a new order for the replacement Products.

              (b)    Distributor will not be obligated to accept any returns of
       Products submitted more than 60 days after shipment of such Products to a
       Customer, including returns of Defective Products, Damaged Products,
       Unmerchandisable Products and/or erroneously shipped Products.

              4.2    PROCESSING FEE.  For returns of Products (other than
       returns of Defective Products, Unmerchandisable Products, Damaged
       Products, or Products erroneously shipped to Customers), Seller will pay
       Distributor a processing fee of $0.65 per unit for all units returned.
       The processing fee will reduce the amount of any credits provided
       pursuant to SECTION 4.1.

              4.3    MINT, RESALABLE CONDITION.  All Product returned to
       Distributor (except for returns of Defective Products, Unmerchandisable
       Products, or Damaged Products) must be with the original packaging intact
       (including manufacturer's shrink wrap) and otherwise in mint, resalable
       condition.  No credit will be issued for any returned Product not in
       mint, resalable condition with the original packaging intact.

       5.     PAYMENT.

              5.1    PRICES. Product prices to be paid by Seller to Distributor
       are set forth on EXHIBIT B.  Distributor may change such prices with 30
       days' prior written notice.

              5.2    FEES.  Fees for services provided by Distributor to Seller
       are set forth on EXHIBIT C.  Distributor may change such fee amounts with
       30 days prior written notice.

              5.3    PAYMENT TERMS.  Distributor will invoice Seller upon
       shipment of Product.  To the extent Seller establishes a credit line with
       Distributor, all invoices shall be due and payable thirty days from
       invoice date.  Distributor may establish a credit line for Seller based
       upon Seller's credit application and submission of financial data per


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       Distributor's policies.  Seller understands that if a credit line with
       Distributor is established, it may be modified from time-to-time based
       upon Distributor's credit review and credit policies.  Any amounts not
       paid when due will be subject to a late charge of 1 1/2% per month (18%
       per annum) on the overdue balance (or, if less, the maximum amount
       permitted by applicable law).

              5.4    ADVERTISING.  Distributor will pass through to Seller a
       proportionate share of any co-op advertising or market development funds
       from vendors applicable to the Products.  All advertising must have prior
       approval of Distributor and the vendor to qualify for pass through.  In
       order to qualify for these funds, Seller acknowledges its understanding
       that it must provide Distributor and the vendor with acceptable proof of
       performance on forms and within the time frames specified by vendor.
       Deductions for advertising prior to receipt of credit are prohibited.

       6.     DISCLAIMER AND INDEMNITY.

              6.1    DISCLAIMER. DISTRIBUTOR PROVIDES ALL PRODUCTS, MATERIALS
       AND SERVICES TO SELLER AND ITS CUSTOMERS "AS IS," AND DISTRIBUTOR
       DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING
       WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
       MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  However, the
       foregoing disclaimer does not limit any warranties provided by Product
       vendors to either Seller or its Customers. Each party acknowledges that
       it has not entered into this Agreement in reliance upon any warranty or
       representation except as specifically set forth herein.  DISTRIBUTOR HAS
       NOT LICENSED OR PROVIDED AND DOES NOT HEREBY LICENSE OR PROVIDE SELLER
       THE RIGHT TO USE ANY LOGO, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY OF
       DISTRIBUTOR, ANY SUPPLIER OR VENDOR, OR ANY OTHER PARTY.

              6.2    INDEMNITY.    To the extent Distributor is indemnified,
       held harmless, and defended by the applicable supplier of Products to
       Distributor, Distributor hereby agrees to indemnify, hold harmless, and
       defend  Seller from (a) all claims, damages, costs and expenses,
       including reasonable attorneys' fees and litigation expenses, arising out
       of or as a result of, or from legal proceedings threatened or instituted
       against Distributor as a result of, any claims by third persons or
       entities that any of the Products (i) in any way violates any existing
       law, or infringes upon or misappropriates any copyright, patent,
       trademark, trade secret, right of publicity, right of privacy, or other
       proprietary rights of any third party, either in whole or in part; (ii)
       contains or includes matters which, if published, will be libelous or
       defamatory; and (iii) fails to comply with all laws for each country in
       which the Product is intended to be delivered; and (b) any claims by any


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       person or entity that the person or entity has a right to receive any
       royalty or other payment as a result of Seller's sales of the Products
       pursuant to this Agreement.

       7.     LIMITATION OF LIABILITY. NEITHER DISTRIBUTOR NOR SELLER SHALL BE
LIABLE FOR PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS (INCLUDING DUE TO NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF SUCH PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS PROVIDED IN SECTION 6.2 ABOVE, IN NO EVENT SHALL DISTRIBUTOR BE LIABLE
TO SELLER IN AN AMOUNT EXCEEDING THE AMOUNTS ACTUALLY PAID BY SELLER TO
DISTRIBUTOR HEREUNDER.  EXCEPT AS PROVIDED IN SECTION 6.2 ABOVE, THE ONLY
LIABILITY DISTRIBUTOR WILL HAVE WITH RESPECT TO ANY DEFECTIVE PRODUCTS, DAMAGED
PRODUCTS, UNMERCHANDISABLE PRODUCTS, AND/OR PRODUCTS ERRONEOUSLY SHIPPED WILL BE
THE RETURN RIGHTS OF CUSTOMERS AND THE OBLIGATION TO PROVIDE THE CREDITS
DESCRIBED IN THIS AGREEMENT.

       8.     TERM AND TERMINATION.

              8.1    TERM.  Unless earlier terminated as specified below, this
       Agreement commences on the Effective Date and expires on the first
       anniversary of the Effective Date; PROVIDED, HOWEVER, that unless a party
       exercises its termination rights provided herein, the term shall be
       automatically renewed for successive one year periods.

              8.2    TERMINATION FOR CONVENIENCE.  Either party may terminate
       this Agreement at any time during any renewal term for its convenience
       upon 60 days prior written notice to the other.

              8.3    EVENT OF DEFAULT.  Either party may terminate this
       Agreement immediately upon the occurrence of an Event of Default by the
       other party.  As used herein, an "Event of Default" means the defaulting
       party's failure to cure, after receipt of not less than 30 days' prior
       written notice from the non-defaulting party, any of the following:  (a)
       failure of the defaulting party to observe or perform any condition or
       obligation imposed on the defaulting party under this Agreement
       (including payment obligations); (b) breach of any warranty made by the
       defaulting party under this Agreement; or (c) filing of a voluntary
       petition in bankruptcy or having an involuntary petition filed against
       the defaulting party, or the execution of an assignment for the benefit
       of creditors of the defaulting party.  The option to terminate this
       Agreement shall be in addition to, and not in lieu of, any other remedy
       available to the terminating party under this Agreement or at law or
       equity, all such remedies being cumulative.

              8.4    EFFECT OF TERMINATION.  Upon expiration or termination, at
       Seller's option, Distributor will either (a) fulfill all pending Orders
       in accordance with their terms, in which case all applicable covenants
       and licenses under this Agreement shall survive to the limited extent
       necessary to fulfill such Orders, or (b) cancel all pending Orders and
       immediately refund any payments already made for such pending Orders and
       any credits due.  Absent election by Seller, Distributor may elect (a) or
       (b).  Further, the parties will


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       promptly reconcile accounts payable and receivable and bring the balance
       owed, if any, current. SECTIONS 2, 4, 6, 7, 8.4, 9, 10, 11, and 12 shall
       survive termination or expiration.

       9.     CONFIDENTIALITY.  The parties agree, during the term of this
Agreement and for the five year period following its termination or expiration,
to keep strictly confidential and not disclose to any party, other than its
agents, employees, contractors, or advisors, and then only on a need to know
basis after having informed such individuals of the confidential nature of the
information and such party's obligation to protect that confidentiality and not
to disclose such information except as set out herein, the following:  (a) any
term or condition of this Agreement or of any transaction entered into pursuant
to it, or (b) any information about the other party or its business, operations,
products, finances, customers, distributors, systems, budgets, or liabilities
obtained in connection with this Agreement or the transactions contemplated by
it.  Distributor further agrees that any Customer information provided to
Distributor by Seller for shipping purposes will not be used for solicitation or
any other purpose by Distributor.  The Customer lists and other proprietary
information submitted by Seller in the course of fulfilling the terms of this
Agreement shall be kept strictly confidential except as expressly contemplated
by this Agreement, and Distributor shall not use or disseminate Seller's
proprietary customer information without obtaining Seller's express written
consent in advance.  The provisions of this Section shall not apply to
information which (w) is already known to the receiving party or is publicly
available at the time of disclosure; (x) becomes publicly available after
disclosure through no act of the receiving party; (y) is disclosed by the
disclosing party without an obligation or reasonable expectation of
confidentiality; or (z) is required by law to be disclosed (after providing the
disclosing party the opportunity to seek a protective order at its expense).
Neither party shall issue any press release or similar publicity statement
concerning this Agreement's existence or terms without both parties' prior
approval.

       10.    COMPLIANCE WITH LAWS. At its own expense, each party will comply
with all applicable laws and regulations regarding its activities related to
this Agreement.  Each party represents and warrants that it has the full legal
right and authority to enter into this Agreement and perform its obligations
hereunder.

       11.    TAXES. Seller is for all purposes the seller of the Products to
its Customers and shall be responsible for any and all sales and similar taxes
arising from such sales.  SELLER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS
DISTRIBUTOR AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AND CONTRACTORS, FROM ANY AND ALL SALES TAX AND OTHER TAX LIABILITY
(INCLUDING ANY OBLIGATION TO COLLECT AND REMIT ANY TAX) ARISING FROM THE SALE OF
PRODUCTS TO CUSTOMERS UNDER THIS AGREEMENT, INCLUDING RELATED INTEREST,
PENALTIES, AND OTHER CHARGES.

       12.    GENERAL PROVISIONS.

              12.1   GOVERNING LAW. This Agreement will be governed and
       construed in accordance with the laws of the State of Tennessee without
       giving effect to conflict of laws principles.

              12.2   SEVERABILITY; HEADINGS.  If any provision herein is held to
       be invalid or unenforceable for any reason, the remaining provisions will
       continue in full force without


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       being impaired or invalidated in any way. Headings are for reference
       purposes only and in no way define, limit, construe or describe the scope
       or extent of such section.

              12.3   FORCE MAJEURE.  If performance hereunder is prevented,
       restricted or interfered with by any action or condition whatsoever
       beyond the reasonable control of a party, the party so affected, upon
       giving prompt notice to the other party, shall be excused from such
       performance to the extent of such prevention, restriction or
       interference.  Each party shall use commercially reasonable efforts to
       mitigate the effect of a force majeure.

              12.4   INDEPENDENT CONTRACTORS.  The parties are independent
       contractors, and no agency, partnership, joint venture, employee-employer
       or franchisor-franchisee relationship is intended or created by this
       Agreement.  Neither party shall make any warranties or representations on
       behalf of the other party.

              12.5   NOTICE.  Except as otherwise specified, any notices
       hereunder shall be given to the appropriate party at the address
       specified above or at such other address as the party shall specify in
       writing.  Notice shall be deemed given, upon personal delivery, if sent
       by fax, upon confirmation of receipt, if sent by certified or registered
       mail, postage prepaid, when sent; or if sent by overnight courier, upon
       receipt.

              12.6   ENTIRE AGREEMENT; WAIVER.  This Agreement sets forth the
       entire understanding and agreement of the parties, and supersedes any and
       all oral or written agreements or understandings between the parties, as
       to the subject matter of this Agreement.  Except as otherwise provided
       herein, it may be changed only by a writing signed by both parties.  The
       waiver of a breach of any provision of this Agreement will not operate or
       be interpreted as a waiver of any other or subsequent breach.

       "SELLER"                                  "DISTRIBUTOR"

       AUDIOHIGHWAY.COM                   INGRAM ENTERTAINMENT INC.

By:________________________               By:__________________________
Print Name:________________               Print Name:__________________
Title:_____________________               Title:_______________________


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                 EXHIBITS

A.     Master Database License Agreement

B.     Product Pricing

C.     Fee


                                       10
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                                     EXHIBIT A
               MASTER DATABASE LICENSE AGREEMENT ("DATABASE LICENSE")

For the set up fee of $5,000 and a monthly fee of  $700 for subsequent updates
(so long as such updates are made available in the discretion of Ingram
Entertainment Inc.), Ingram Entertainment Inc. (the "Company") is prepared to
deliver to you the Ingram Entertainment Inc. Master Database, including updates
(collectively the "Material"), subject to the following terms and conditions.

       1.     WAIVER OF FEES: Provided you use the Company as your primary
              supplier of pre-recorded video software, DVD software, and
              audiobooks for the one-year period following the date you sign the
              agreement to which this Database License is an Exhibit, the
              Company will waive the above $5,000 set-up fee and the $700 update
              fees. Following that one-year period, the Company will waive the
              $700 update fees provided that at all times following that
              one-year period you have continued to use the Company as your
              primary supplier for above products. In the event you do not use
              the Company as your primary supplier of those products during the
              initial one-year period of this Database License, you agree
              retroactively to pay the Company the above fee which the Company
              waived in anticipation of its primary suppler status. If you fail
              to use the Company as your primary supplier after the first year,
              however, you will not be liable for the above retroactive payment.
              Your obligation to use the Company as your primary supplier of the
              above products shall be subject to the following exceptions: (a)
              products not carried by the Company; (b) purchases of used
              products; (c) orders which the Company is unable to fill from
              inventory on hand or inventory with an expected delivery date to
              the Company of no more than 48 hours from the date of your order;
              or (d) orders in excess of the credit limit extended to you by the
              Company, provided you are within your credit terms with the
              Company at the time of such order.

       2.     LIMITATION ON USE.  You may provide access to the Material
              available via kiosks, on-line services including electronic
              bulletin systems, and through Internet on-line search and query
              systems as appropriate to encourage the resale of products in the
              Material.  This excludes and prohibits the right to copy,
              distribute or sell the Material or portions thereof, apart from
              your product(s) that may incorporate the Material (or portions
              thereof) as a component thereof.  A violation of the preceding
              sentence will terminate this Database License at which time you
              will agree to return the Material within 10 days of termination
              and to purge the Material entirely from your systems where the
              Material is stored and/or used.

       3.     CONFIDENTIAL INFORMATION.  As used herein, "Confidential
              Information" shall mean the Material and all extracts, analysis,
              summaries, reviews, and other items prepared by you which contain
              or are derived in any way from the Material.

       4.     CONFIDENTIALITY OBLIGATION.  You agree with respect to the
              Material and Confidential Information that you (a) will not use it
              for any purpose except that which is expressly contemplated by
              this agreement; (b) will not assign or transfer it to any party
              (other than a successor to all or substantially all of your
              assets); and (c) will not disclose to


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              any third party directly or indirectly that it was received from
              or is attributable to the Company.

       5.     NO REPRESENTATION.  You acknowledge that, while the Company
              believes the Material and Confidential Information to be generally
              reliable, none of the Company or its affiliates, employees,
              agents, or contractors has made or is hereby making any express or
              implied representation or warranty as to the accuracy or
              completeness of the Material or Confidential Information.  You
              further agree that none of them will have any liability to you for
              any errors or omissions in or related to it.  None of the Company
              or any of the above other entities or individuals has any
              obligation to inform you of or correct any errors or omissions in
              the Material or Confidential Information of which it or they may
              have knowledge or become aware.


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<PAGE>

CONFIDENTIAL

                                    EXHIBIT B


VIDEO: Seller will receive Distributor's gross cost plus 8% pricing on all
pre-recorded video software.

DVD: Seller will receive Distributor's gross cost plus 6% pricing on all DVD
software.

AUDIOBOOKS: Seller will receive a discount of 40% off Retail pricing on all
audiobooks.


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<PAGE>

CONFIDENTIAL

                                    EXHIBIT C

SET UP: None

FREIGHT:  Manifested freight will be passed through to Seller.

HANDLING FEE: Seller will be charged $ .65 per unit shipped to Customers.

INSERTS: Seller will be charged $0.05 per insertion for standard inserts (such
as small catalogs, single page information/promotion cards, etc.).  Non-standard
inserts are priced on a per item basis.


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