KOCH
                                  DISTRIBUTION
                                  ------------


                                  Terms Summary
                    General Distribution Terms and Conditions
                Delivery Guidelines for our Basingstoke Warehouse
                 Cost Summary For Additional Warehouse Services
              Product Information Leaflet for Distribution Partners
                         Who is Who at KOCH Distribution
                  Confirmation of Use of Intellectual Property


                              STRICTLY CONFIDENTIAL


<PAGE>

Terms  Summary

Supplier:
     Merlin  Software  Technology  Inc.
     Suite  420  -  6450  Roberts  St
     Burnaby  BC
     BC
     Canada  V5G  4E1
     Contact  Name  Shelley  Montgomery
     Tel:  001  604  320  7227
           001  604  320  7277

Product(s):     CD-ROMs,  DVDs,  Peripherals  as  well  as any of the Supplier's
CD-ROM,  DVD  or peripheral products which supplier releases during the terms of
this  Agreement

Territory:     United  Kingdom  and  Southern  Ireland

In  addition,  KOCH  acquires  non-exclusive export rights to all
other  European  countries

Distribution  rights:     EXCLUSIVE  DISTRIBUTION  RIGHTS

Distribution  margin:     KOCH  settles  with  the  supplier  after  deducting a
discount  of  60%  off the UK recommended retail price excluding VAT.  With full
sale  or  return,  KOCH  will  pay  to the Supplier 40% of the UK RRP (exc VAT).
Supplier  warrants  that  the  prices  charged to KOCH are equivalent to or more
favourable  than the most favourable price terms available to any distributor to
whom  Supplier  sells.

Delivery:     The  merchandise  shall  be  delivered  free  of  charge  to  KOCH
Distribution,  Thomas House, Hampshire International Business Park, Basingstoke,
Hampshire,  England.  If fees or expenses to KOCH should arise from the delivery
of  the  merchandise  to  the  above  address,  they will be charged back to the
Supplier

Payment:     3/4 within 60 days net from the date of the sales account, or all
at KOCH's discretion  with  3%  discount  if  paid  within  30  days
             1/4  within  90  days  net  from  the  date  of  the  sales account

Credit  Insurance     As  this  contract  deals  with  products  sold on sale or
return, whereby there is a risk to KOCH that the Supplier may be unable to repay
monies  previously  paid,  KOCH will seek credit insurance on Supplier.  If such
cover  is  not  granted then another form of guarantee must be agreed.  Supplier
may  at  anytime  require  KOCH  to  provide  reasonable  security  for  payment
hereunder.

Initial  period:     Until  December  31st  2000

Subsequent  period     One  year

In addition to above terms the parties agree that the General Distribution Terms
&  Condition  (enclosed  shall  apply:

Supplier  confirms  the  receipt  of  the  following  documents:

-     Terms  Summary
-     General  Distribution  Terms  &  Conditions
-     Delivery Guidelines for Delivering Merchandise to the Central Warehouse In
Basingstoke
-     Cost  Summary  for  Services  at  the  Central  Warehouse  In  Basingstoke
-     Product  Information  Leaflet  for  Distribution  Partners
-     Who  Is  Who  at  KOCH  Distribution
-     Confirmation  d  Use  of  Intellectual  Property

Burnaby,  BC  on  8/2/00  (Place/Date)          Basingstoke  on  25/1/00
----------------------------                    -------------       --------
MERLIN  SOFTWARE  (Supplier's  company)         KOCH  Media  Ltd  Va  KOCH
                                                Distribution
represented  by                                 represented  by

/s/ S.  Montgomery  (Signature)
----------------
(Name  and  title  of  person  signing)         /s/ Craig  McNicol
                                               ----------------
V.P.  MARKETING                                Craig  McNicol,
                                               Managing  Director

<PAGE>

General  Distribution  Terms  and  Conditions

The General Distribution Terms and Conditions apply to the business relationship
between  "Supplier" (Name and Address if which as in the attached Terms Summary)
and  KOCH  Media  Ltd  (Trading  As  KOCH Distribution), Hampshire International
Business  Park  Basingstoke,  Hampshire,  RG24  8WH  hereinafter  referred to as
"KOCH".

1.     Object  of  Contract

This  contract  refers  to  all of the Supplier's products that are described in
greater  detail in the Terms Summary under "Product(s)".  This range of products
shall  be  referred  to hereinafter as the PRODUCTION.  For the duration of this
contract,  the  Supplier  entrusts  KOCH  with distribution rights as defined in
greater detail under "Distribution Rights" in Clause 2 and in the Terms Summary.
KOCH  undertakes  to publicise and to market the PRODUCTION within the framework
of  this distribution contract, or let it be publicised and marketed through its
distribution  companies  and incorporate it into the distribution program in the
territory  covered  by  the  contract  that  has  been  agreed.

In the event that there should be definite indications, or that such should turn
up  in  the  course  of  KOCH's distribution, to the effect that the publicising
and/or the distribution of a product offends morals, laws or the rights of third
parties.  KOCH  retains  the  right  not  to  publicise  the  product  and/or to
discontinue the distribution thereof.  The same may apply if KOCH after thorough
evaluation  of  a  product  finds  that it does not warrant a release due to its
limited commercial potential.  In any such event this Agreement will immediately
terminate.

2.     Relationship  at  Law

The Supplier nominates KOCH as his distribution partner for the duration of this
contract  in  the  territory  covered  by  the contract as laid out in the Terms
Summary.  The  territory  shall  be  hereinafter referred to as the "Territory".

The  distribution  rights  conferred here include in particular the right to the
sale  of  data  media, the right of public offering for the purpose of sale, the
right  of advertising the data media in all the media (TV, radio, press etc.) as
well  as  the right to non-commercial public demonstration.  KOCH will cease any
advertising  that  is  reasonably  objected  to  by  Supplier.

If the Supplier grants KOCH full or limited exclusivity in the territory covered
by  the  contract,  he  guarantees at the same time, within the framework of the
exclusivity  granted, not to offer any third party the aforementioned PRODUCTION
for  sale,  distribution or on any other commercial basis that would infringe on
the  distribution  rights  conferred  on  KOCH  and/or  could  lessen  the sales
potential  of  the  PRODUCTION.

If  nothing is stipulated to the contrary in the Terms Summary, the distribution
rights bestowed herewith on KOCH shall extend to the computer trade, music/video
retail,  the  book  trade,  department  stores,  chains,  superstores,  markets,
wholesalers,  mail  order  houses,  on-line networks, lender and the dub and end
user  businesses  in  the  Territory.

3.     Obligations  of  the  Supplier

The  Supplier  shall  inform KOCH without delay and fully in each case regarding
new  releases, new versions, price changes, sell-offs, deletions and provide all
product  data  that  is  necessary  to  keep KOCH's product database up to date.
Supplier  shall  provide  such  data  in  the format as laid down in the Product
Information  Leaflet.

The  Supplier  undertakes  to  remain  constantly  in  a position to deliver the
PRODUCTION so long as the contract relationship is in force, and to deliver each
order  without  delay,  in  any  event  within  ten  working days at the latest.

If  the  parties  in  a  particular  case  do  not agree otherwise, the Supplier
undertakes  to  deliver  the  products in sealed cellophane or plastic foil.  If
this  is  not  done  and  KOCH  has  to  carry out the shrink-wrapping, then the
Supplier  shall  bear  the  resultant  expense  (of  the enclosed cost summary).

If the parties have not agreed otherwise in the Terms Summary, KOCH may use free
copies to a reasonable extent for sales-promotion/sample and marketing purposes.
KOCH will provide the Supplier with Information regarding the use of free copies
on  request.

For the period of this contract, the Supplier undertakes to maintain a technical
support  service  for all the products being marked by KOCH.  This service shall
deal  with  queries  In  writing  and  by telephone from end users during normal
office  hours  and  reply  to  them  promptly.

For the period of this contract, the Supplier undertakes to maintain a technical
support  service  for all the products being marked by KOCH.  This service shall
deal  with  queries  in  writing  and  by telephone from end users during normal
office  hours  and  reply  to  them  promptly.

For  the  period of this contract, Supplier may not directly supply any customer
that  KOCH  has  supplied  the  Suppliers  products  to.

<PAGE>

4.     Prices  and  Transport

KOCH  takes  the PRODUCTION on a Consignment basis.  The merchandise remains the
property  of  the  Supplier until KOCH has sold the merchandise and invoiced its
customers.  KOCH  is  entitled  to assign the PRODUCTION to its on a consignment
basis, whereby the property Supplier to right ?????? Supplier to the consignment
merchandise  remain  unaffected.  KOCH  can also buy the merchandise without any
customer  order.  Furthermore, ???? may sell the merchandise to its customers on
a  full  sale  or  return  basis, whereby KOCH shall debit from the Supplier any
returns  that  are made on the PRODUCTION for whatever reason during the Term of
this  Agreement.

KOCH  may  at  any  time, during or after Termination of the contract return for
full  credit  all  stocks  that  have  either  not  been sold, or that have been
returned  by  its  customers  for  any  reason.

KOCH  is  responsible for insuring the merchandise as soon as it is delivered to
the  warehouse  for  damage  or  destruction  by  water  or  fire,  while in the
possession  or  control  of KOCH.  Upon occurrence of the event insured against,
KOCH  shall  reimburse  the  manufacturing  costs of the merchandise in question
(without author royalties, licences etc.).  The latter must be documented by the
Supplier  by  means  of  invoices  from  his suppliers (pressing plant, printing
office).

The  distribution  margin  at which KOCH shall buy the Production, is set out in
the  Terms Summary.  If supplier reduces its suggested end user prices he has to
advise this immediately in writing.  Supplier shall give to KOCH's customers and
KOCH's  then  current  stock,  full  price  protection.

The  merchandise  shall  be  delivered  by  the  Supplier as agreed in the Terms
Summary.  Supplier  undertakes  to  abide  by  the  Delivery  Guidelines for the
delivery  of  merchandise  to the KOCH central warehouse.  The current terms are
appended  to  this  contract.

With  respect  to  products  that  are delivered with cardboard packaging around
them,  the  Supplier undertakes to replace the same with replacements at no cost
if  requested  by  KOCH  to  do so, in the event that the products are or become
unusable as a result of damage to the packaging.  The costs accruing to KOCH for
repackaging  the  returned  merchandise shall be charged to the Supplier in each
case  in  accordance  with  the outlay (of the current cost summary in the Terms
Summary).

KOCH  Is  responsible  for stock managing the warehouse.  Should there be excess
stock  in regard to the merchandise covered by this contract with respect to the
sales  volume  made,  then  the  warehouse  management  can  send it back to the
Supplier  at  the  latter's  expense  after giving advance ???????? fees (please
refer to Cost Summary for Services at the Central Warehouse in Basingstoke).  If
the  Supplier  wants  to have the merchandise destroyed by KOCH instead of being
sent  back,  the  KOCH's  relevant  fees apply (please refer to Cost summary for
Services  at  the  Central  Warehouse  in  Basingstoke).

Discrepancies  of the warehouse stock (calculated once a year on all adjustments
made  up  to 31 December) of up to + 3% shall be allowed and will not be charged
                                   -
by  one  party  to  the  other.  Larger  discrepancies  shall  be charged at the
Supplier's manufacturing costs of the relevant merchandise (not including author
royalties,  licences  etc).  The  latter  must  be documented by the Supplier by
means  of  invoices  from  his  suppliers  (pressing  plant,  printing  office).

The foregoing shall only apply so long as Supplier has supplied to KOCH within 7
days  of every month end, a report showing by product, quantities that have been
sent to KOCH for storage in that month.  This used as the basis for agreeing the
stock  and  sales  report  that  is  issued  by KOCH to Supplier (see Clause 5).

If the Supplier deletes certain products or demands that KOCH returns them, KOCH
shall  take  steps  to  do  so immediately.  In normal circumstances, a complete
recall  shall take three to four months.  Products that are being allowed to run
out according to the Supplier's notification will not be rendered resalable when
prepared  for  return,  but  will  be  booked to the Supplier's warehouse stocks
irrespective  of  their  condition.

If  a  product is returned from the market (e.g. on account of legal or material
defects  or  slow  sales  etc),  then  KOCH  will  charge a standard fee (of the
enclosed  cost  summary),  to  cover  freight  costs  and  handling.

5.     Conditions  of  payment

In each case, by the 15th of each month, KOCH shall send a sales account for the
net  sales invoiced/credited in the previous calendar month. after deducting for
authorised,  anticipated  and/or  received  returns.  supplier  has to check the
sales  account  within  one  week  of  receipt and inform KOCH in writing of any
queries  or  errors.  After  this  one-week  period  the sales account is deemed
correct  and  valid.

As  soon  as the Euro can be used in the business world, KOCH reserves the right
to  convert  the  account and payment to the Supplier to Euros at any time after
giving  written  notice.

In  the  event  of  imminent  liability  to  pay  on  the  part of one of KOCH's
customers,  KOCH will attempt to reclaim the merchandise as swiftly as possible.
If  this  should  be  unsuccessful  in  a  particular  case  and  the  claim  be
uncollectable  in  part  or  whole  and  no  coverage (or only partial coverage)
provided  by  KOCH's  credit  insurance, then KOCH will settle with the Supplier
not  at  the accounting price agreed in the Terms Summary, but at the Supplier's
actual  manufacturing  and  shipping  price  for  the

<PAGE>

merchandise  in  question,  or  will  adjust  the  already  accounted  price
subsequently.  The  manufacturing  costs  of  the  relevant  merchandise  are
understood to be without author royalties, licences etc., and must be documented
by  the  Supplier  by  means  of  invoices  from  his suppliers (pressing plant,
printing  office).

6.     Expiry  and  extension  of  contract

The  duration  of  the  initial  period  of  this contract is given in the Terms
Summary.  This  contract  is  conducted  first  for the duration of the "initial
period".  It  shall  be extended automatically on each occasion by the period of
time  of  the "subsequent period" that is given in the Terms Summary, unless one
of  the  contract  parties  shall  give notice of termination of the contract by
registered  letter  90  days  or  more  before  expiry  of  the  contract.

If  there are definite indications that the financial situation of one party has
deteriorated  to  the  point  that  he  can  no  longer  meet  his  contractual
obligations,  then in such a case the other party to the contract shall have the
opportunity  of threatening termination by setting out his misgivings in writing
and  setting  a  deadline  of  30 days for response.  The first party can either
refute  the  expressed  misgivings  within  the  set deadline in writing, or can
provide  security.  If  this does not take place, the contract is deemed to have
been  terminated  with  immediate  effect.

If the Supplier repeatedly and over an extended period does not deliver, or does
not deliver on time a number of products, or if the Supplier has not offered any
new products for at least six months, KOCH has the right to threaten termination
by  setting  out  the reasons in writing and setting a deadline of 30 days.  The
Supplier  can  refute the grounds for termination within the set deadline or can
put  the  matter  right.  If  this  does  not  take  place, KOCH can declare the
contract  terminated  with  immediate  effect.

In  the  event of termination of the contract, the parties shall reckon up their
accounts  with  one  another.  After  final settlement of the accounts KOCH will
make  the  Supplier's  remaining  merchandise  available  for  collection.

The  supplier  shall  take  back  the  merchandise  at  his  own  expense.

KOCH  is  entitled

KOCH  Is  entitled  to  accept  returns  following  termination of the contract,
(clause  4)  and  to  charge  the  Supplier  for  same  at the accounting price.

The  Supplier  can  recall  the  merchandise  from  KOCH  at any time at his own
expense.

KOCH  is  entitled  to retain 10% of the turnover of the last twelve months as a
reserve  fund  for  such  returns  when  the contract is terminated (taking into
account  any  other sums set aside for returns), whereby this reserve fund shall
be  set against incoming returns, and the outstanding amount shall be dealt with
one-half  at  a  time,  six  months  and  twelve months after termination of the
contract.

7.     Defects  in  the  product/liability  of  the  Supplier

The  Supplier  hereby  declares  and  guarantees  (1)  that the products and the
packaging  thereof  in  each  case  (retail  box,  booklet,  inlay  card,  etc.)
absolutely conform to the laws concerning fair trading and indeed do not violate
any  legislation  in  the  territory  covered  by  the contract; (2) that he has
reimbursed  or  will  reimburse  the services of all the parties involved in the
PRODUCTION,  and  that  there  are  no  third  party  rights  of any kind on the
PRODUCTION  that  can  be lawfully pressed against KOCH; (3) that he has for the
duration  of  this  Agreement all necessary rights to enter into this Agreement.

The  sale  price  to be paid by KOCH includes all rights needful for the sale of
the  products, in particular all copyrights and rights for use of film, picture,
audio,  text,  animation  and  interactive  elements.  The  latter  include  in
particular  any  fees  payable  to copyright collection agencies and publishers.
The Supplier shall check out the copyrights carefully and assure or clear up all
transferred  rights  in  writing.

KOCH  reserves  the  right  to  require  of  the  Supplier  a  copy  of  the
confirmation/release  with  regard  to the utilisation of protected works by the
relevant  copyright  collection  agencies.  If  the  Supplier does not meet this
demand  within  14  days,  KOCH reserves the right to withhold payments from the
Supplier,  irrespective  of  their  being  due,  as a guarantee against possible
copyright  fees  or  damage  claims,  until  the written release/confirmation is
presented  or  the  matter  is  resolved  in  some  other  manner.

The  Supplier  is  liable  for  damages  claims against KOCH in the event of the
PRODUCTION and the rights transferred in the present distribution contract being
defective.  These  damages  include  in  particular any court costs, enforcement
costs  and  the  cost  of legal representation and/or advice for KOCH and KOCH's
customers.

For  the  case  that KOCH, an affiliated KOCH distribution company or a customer
receives  a  formal  letter  of caution or a court injunction or a legal action,
KOCH will immediately inform the Supplier about it and Supplier allows KOCH, the
affiliated  KOCH  distribution  company  and  the customer in order to avoid any
further legal disputes to submit a declaration of compliance to the third party.
This declaration may include an undertaking to provide the requested information
of  products, to pay for damages (in principle), to pay reasonable costs of both
parties  and  to  stop  distribution  of  the  product.  KOCH  may  debit  the

<PAGE>

referring  costs  (including but not limited to lawyers' and court fees or KOCH,
affiliated  KOCH  distribution  companies  and  customers)  to  the  Supplier.

In  a particular case the parties shall have agreed a definite delivery deadline
(e.g.  because of advertising on the part of the customer) and the Supplier does
not  meet  same,  then KOCH shall charge back to the Supplier all the direct and
indirect  expenses  incurred.

The  Supplier  hereby  declares  and  guarantees:

-     that  all  products  of  the  PRODUCTION have been tested several times on
Windows  95  and  all  subsequent  Windows  operating  systems  and run and that
products  will  operate  in  accordance  with  accompanying  manuals;
-     that  all products of the PRODUCTION are compatible with the year 2000 and
that  this  property  has  been  exhaustively  tested  in  each  case;
-     that  all  products  of  the  PRODUCTION are dispatched to KOCH only after
thorough  technical  testing.  The  testing  must test in particular for freedom
from  viruses  (including  macro-viruses);
-     that  each  product  packaging  contains  a  reference  to  the Supplier's
technical  service.
-     that  the  products and the packaging thereof in each case (booklet, inlay
card, etc.) absolutely conform to the laws concerning fair trading and indeed do
not  violate  any  legislation  in  the  territory  covered  by  the  contract;
-     that  he  has reimbursed or will reimburse the services of all the parties
involved in the PRODUCTION, and that there are no third party rights of any kind
on  the  PRODUCTION  that  can  be  lawfully  pressed  against  KOCH;
-     that should the PRODUCTION need to be classified by the ELSPA or VSC trade
bodies then Supplier should ensure the relevant classification is printed on all
necessary  materials  (including  box  work,  posters,  etc.).

In certain a particular retailer may desire to destroy the faulty stock at store
level.  If this is done then KOCH will credit the retailer directly, debiting in
turn  our  purchase  price  from  our  account  with  you.

8.     Confidentiality

The  parties  undertake  to  remain  silent  about  all business and operational
matters  that  become  known  to  them within the framework of this contract, in
particular  stock  or  sales  reports,  statistics,  customer  lists, etc.  This
applies  irrespective of whether the matter in question is explicitly designated
as  confidential  ??????.  The  obligation  to confidentiality also applies with
respect to associated concerns and remains in force for a year beyond the end of
the  confidential  relationship.

This  does not apply to such characteristics and details, (1) as were already in
the  possession  of  the  other  party  in  written  form  before entry into the
contractual  negotiations  for  the  present  contract; or (2) as have been made
public  without the illicit commission or omission of the other party; or (3) as
a  party  is obligated by legal regulations to communicate to the authorities or
other  third  parties.

9.     Miscellaneous

Claims  against KOCH arising from this contract cannot be assigned without prior
written consent.  KOCH is entitled to set off outstanding claims, which are owed
to  enterprises,  subsidiaries,  branch  offices or other companies in which the
KOCH Company or Franz KOCH himself has a direct or indirect participation.  This
also  applies  even if the dates on which the payments become due are different.

This  contract,  in  accordance  with  the intentions of the parties, shall have
validity  also  for  the  legal  assigns  on  both  sides.  The  Appendicies and
enclosures  attached  to  this  contract  are  integral  components  thereof.
Amendments  and  additions  to  this  contract  and/or  to  the  enclosures  and
Appendicies  must  be executed in writing, and signed by both parties respective
responsible  person, in KOCH's case this will be a Board Director.  This applies
also  to  a  renunciation  of  the  requirement for the written form.  No verbal
agreements  have  been  made.  Both  parties  expressly  rule out the use of the
General  Business  Conditions.  If  one of the terms of the contract should turn
out to be wholly or partially invalid, the remaining terms shall not be affected
thereby.  The  invalid  term  shall  be  interpreted  according to its sense and
replaced by a new regulation that achieves the commercial purpose of the invalid
term  as  much as possible.  English Law applies to this contract.  The place of
jurisdiction  for  any  possible  disputes  is  agreed  to be the court that has
competence for KOCH.  Interim legal protection can likewise be requested only at
the  court named, even when the claim is directed against a distribution company
of  the  KOCH  concern.

<PAGE>

Delivery  Guidelines  for  Delivering  Merchandise  to  the Central Warehouse in
Basingstoke

Contents

Introduction
Orders
Delivery  deadlines
Delivery  slip  and  invoice
Acceptance  of  merchandise
Packaging  and  marking  of  the  merchandise
a.  Individual  products
b.  Packaging  units
c.  Outer  packaging/palettes
New  products,  new versions/updates of products and discontinuation of products
Discrepancies  upon  arrival  of  merchandise
Defective  merchandise  and  returns
Transport  guidelines
Contact  persons
Enclosure  (label  of  packaging  unit  etc.)

1.     Introduction

The  continuous  increase  in  the  number  of  items  as well in the variety of
products  (audio  and  data  media)  has meant a greatly increased workload.  In
order to continue to carry out our business efficiently it has been necessary to
simplify  and  standardise  the  various  processes  and  the  interfaces.  As a
consequence  of  this we have extended and modernised our Warehouse and dispatch
departments.  For  this  to operate effectively, it is imperative to standardise
the  interface to suppliers.  Only with a clear and uniform relationship between
our  customers  and  suppliers  can  we  succeed  in an increasingly competitive
environment.

Our  main  aim  is  to conduct our business with you in such a way that the best
possible  customer service and optimal delivery time are achieved.  To this end,
it  is  necessary.

-     To  have  to  pick  up  each  product  only  once
-     To  move  each  packaging  unit  only  once
-     To  clear  out  every  palette  immediately
-     To  avoid  inventory  deficiencies
-     To  cut  down  on  checks  through  mutual  trust

The  measures defined in these Delivery Guidelines are already standard practice
for  the  majority  of  our  suppliers.

2.     Orders

Normally  orders  are  generated  by  our staff in the central Warehouse via our
merchandise-management  system.  The  following  information  must be given upon
delivery  and  when  issuing  delivery  slips  and  in  some  cases  invoices.

1)     Address  of  recipient:               KOCH Distribution (per above quoted
                                             address)
2)     Invoicing address:                    KOCH Distribution (per above quoted
                                             address)
3)     Order  number:                              KP
4)     Our  &  Your  VAT.-ID  Number:          GB  675  7474  84
5)     KOCH  purchase  price  per  item
7)     Order  quantity:
8)     Number  of  items  per  packaging  unit:
9)     Barcode  of  the  article  (13-digit,  with  a leading zero if 12-digit):
10)     Article  number:
11)     Description  of  article:

In  the  case  of an initial order, the regulations defined under the heading of
packaging unit prescribe the number of items per bulk packaging unit and must be
checked with the Administration Department (Tanya Barter) if anything is unclear
or  if  there  are  possible  variations  of  item  numbers  per packaging unit.

3.     Delivery  deadlines

Each of our purchase orders has a delivery deadline for delivery to the place of
performance.  If  we  are not notified of a change within two working days, KOCH
shall  regard  this  delivery  deadline as binding.  If a later deadline is thus
agreed,  then  we  regard

<PAGE>

the latter as binding.  KOCH will charge any damages arising from claims made by
a  customer  on  account of delayed delivery in full to the Supplier that is due
solely  to  Suppliers  delay.

4.     Delivery  slip  and  invoice

Delivery  slips  must be delivered with the merchandise in duplicate.  They must
include  the article number, the description of the article, the number of items
ordered  and  delivered,  and  the  number  of  packages.

Invoices (for non consignment stock) must always be sent under separate cover by
mail  to  the  invoicing  address  indicated  in  the  order.

In  the  case of deliveries from the other European Union countries, the invoice
must  be  made  out  giving  the  corresponding  VAT.-ID  number,  without  VAT.

In  the  case  of  deliveries  from  the EU and EFTA, we assume that KOCH is not
charged  for  any  customs duties or other fees.  Any duties and/or fees will be
charged  back  to  the  Supplier  unless  written agreements to the contrary are
already  in  hand.

The  delivery  slip  and  the  invoice have to be made out with item and article
precisely  indicated (no combination documents) for only one delivery at a time.
The  following  information  (among  other  things) must be given on the papers:
-     Name  of  contact  person  at  KOCH
-     KOCH-order  number  (KP  )
-     Date  of  order
-     KOCH  article  number
-     Supplier  Account  Number

This  information  must also be given for overdue deliveries and/or when several
orders  are  mixed  together  in  one  delivery.

5.     Acceptance  of  merchandise

Our  times  of  acceptance,  without  exception,  are  from:
     Monday  to  Friday  (except  on  public  holidays)
     From  8:00  -  12:00  a.m.  and  1:00  -  4:00  p.m.

Any  other  times  must  be  agreed  with  Goods  In Supervisor or the Warehouse
Manager,  on  +  44  1256 707767 ext 206.  Deliveries of merchandise outside the
prescribed  times cannot be accepted or unloaded except by previous arrangement.

6.     Packaging  and  marking  of  merchandise

a.     Individual  products

The  packaging  of  the  individual  products  must  correspond precisely to the
requirements  laid  down by the person placing the order.  Modifications without
written  consent  are  not  permitted.

Every  product  must  bear the article barcode and number used in the Warehouse,
clearly  legible  for  hand scanners.  If the article version number has changed
then  so  to  should  the  barcode  and  article  sticker.

If  the  article  barcode  is pasted over by KOCH because it does not conform to
KOCH  regulations,  the outlay involved shall be invoiced in accordance with the
enclosed  guideline for charges. (cf. the current cost summary in the appendix).
In  the  CD-ROM  market,  our  customers  demand  exclusively  shrink-wrapped
merchandise.  Therefore  only  shrink-wrapped  merchandise  (without  unrelated
stickers)  may  be  delivered.

b.     Packaging  units

Only  the  packaging  units  customary  in  the  trade:
-     Jewel  case  =  25  items,  bottom  surface  267  x  129 mm, Height 142 mm

may  be  used for CD formats.  Every packaging unit must contain the same number
of  items.  The  product  designated,  KOCH article number, sale price/number of
items,  the product barcode and number must be clearly visible on the front side
of  every  packaging  unit  (see  enclosed  sample).  The  size of ????????? and
symbols  should  be based on the enclosed sample.  The label with the above data
may  not  be  smaller  than  50  x  100  mm.

<PAGE>

For merchandise in special cardboard packaging (e.g. CD-ROM etc.), one packaging
unit  must  contain  at least 5 items; no loose inner packaging may be used, and
the  products  must  be  held  in  a  fixed  position.  When  the cartons of the
packaging  unit  are  open  at  the  top, the carton must not be higher than the
product.

The  box  size  of the packaging unit may exceed the measurements of 600 x 400 x
300  mm  (length  x  width x height) only if agreed with Goods In.  The standard
measurement used in our Warehouse for packaging units of boxed products (CD-ROM)
is  340  x  225  x  200  mm.

Follow-up  deliveries  must always have the same packaging unit, number of items
per  packaging  unit  and  outer  packaging  as  the  initial  order.

c.     Outer  packaging/palettes:

If the merchandise is not delivered in shipping boxes (packaging units) weighing
at  most 25 kg. then the merchandise must be stacked securely (at least with the
help  of  wrapping foil) onto Euro palettes.  The number of packed goods must be
indicated  on  the  delivery  slip  and/or  the  accompanying  papers.

Loose  inner  packaging  should be avoided if possible.  All outer packaging and
any  inner  packaging  should be of the same material for environmental reasons;
inner  packaging  should  not  be  made of plastic, Styrofoam or shredded paper.

Only  EURO  palettes  (120  x  80  cm)  may be used as palettes.  As a rule, the
overall  height  must  not  exceed 1500 mm.  Anything protruding out of palettes
more  than  5  cm  is not permitted.  In principle, palettes which are delivered
should  all  be of the same sort, and the packaging units must be piled onto the
palettes  in  such a way that the labels are clearly visible from the front (the
80-cm  side).  Up  to  two articles can be delivered per palette if the articles
can  be  split  into  2  halves  (each  40  x  120)  is  possible  and the above
requirements  are  met.

Any departure from the above regulations will result in a charge for repackaging
or  loss  of  palette  space.

7.     New  products,  new  versions/updates  of products and discontinuation of
products

Not only modifications of content but also packaging alterations, changes of the
length,  height of width by + 1 mm, as well as weight changes greater than + 2 g
                            -                                              -
per  piece  constitute new versions of products.  Under no circumstances may new
versions  carry an EAN code and an article number that are already used, and the
new  version  must  never  be  delivered  in response to an order for the old or
obsolescent  version.

KOCH  must  be  notified  about  discontinuations and/or the appearance of a new
version  at  least 6 weeks in advance.  KOCH will return the Warehouse inventory
of  the discontinued product to the supplier within three months without further
notice  without  be  repackaged.  All  returns  still  reaching KOCH after the 3
months  will  be  returned to the Supplier immediately unless arrangement to the
contrary  have  been  made.

8.     Discrepancies  upon  arrival  of  merchandise

If  KOCH  reports discrepancies when merchandise arrives, we will request you to
verify  this  at  once.  We  consider  discrepancies reported to you as accepted
unless  contradicted  immediately  (i.e.  within  two  working  days).

Incorrect deliveries will be reported and set aside to await collection.  If you
do  not  have  them  collected  within  14  days, KOCH will return the incorrect
deliveries  at  your  expense.

9.     Defective  merchandise  and  returns

If  merchandise  is  delivered  in  damaged cardboard packaging, the Supplier is
obliged to provide the necessary packing free of charge and without delay within
5  working days at KOCH's request.  In the case of damaged jewel cases (standard
packaging),  these  will  be  provided  by  KOCH  in  advance.

Returns  due to defective or faulty merchandise will be received by KOCH, tested
and  destroyed.

In  principle,  merchandise  returned  by  the  customer  will  be  tested  for
cleanliness  and  quality  and  again  introduced into the dispatch cycle.  This
procedure applies only to products that can very likely (depending on stocks and
product-life  cycle)  be  delivered  out  again.

Consignment  products  that no longer meet the internally defined specifications
for  being put back into the dispatch cycle will not be repackaged and sent back
to  the  Supplier.  If  so  agreed  with  the Supplier, KOCH is also prepared to
destroy  this  merchandise.

<PAGE>

10.     Transport  guidelines

If  exceptionally  KOCH  meets  the delivery freight costs, the merchandise must
only  be  sent  via the carrier nominated by KOCH.  If the Supplier delivers the
merchandise  to  KOCH using a different transport firm, then these costs must be
borne  wholly  by  the  Supplier.

11.     Contact  persons

Person     Function     Telephone  number     Fax

Warehousing  Distribution

Mr  Danny Richards     Warehouse Manager     +44 1256 707767     +44 1256 707277

Purchasing  and  Stock  Control

Ms  Tanya  Barter     Administration  Manager     +44  1256  707767     +44 1256
                                                                          707277
Ms  Sharon  Nolan     Administration  Assistant     +44  1256  707767

Finance

Mrs  Vikki  Taylor     Accounts  Payable     +44 1256 707767     +44 1256 707277

12.     Label  on  packaging  unit

PRODUCT  ARTICLE  NUMBER
Supplier
Title
Artist  (If  Applicable)
Release  Date
-------------
EAN128  Representation  of  the
Barcode,  followed  by  the  Qty  of  stock  in  the  unit
----------------------------------------------------------

<PAGE>

Cost  Summary  for  Services at the Central Warehouse in Basingstoke (valid from
1.1.1998)

Reworking                                                              per  unit
Affixing  an  EAN-barcode sticker for new products that are
not equipped with an EAN  code                                              0.07

Incorrect  packaging units, incorrect number of items
in packaging unit (service charge  applies  per
packaging  unit)                                       1.00  per  packing  unit

Failure  to adhere to the marking regulation for
packaging units (service charge
applies  per  packaging  unit)                          0.15  per  pckgng  unit

Unloading  of  merchandise  that  is  not  delivered
in  accordance with KOCH's
Delivery  Guidelines,  in particular in the case of
merchandise not delivered on
Euro  palettes                                                             0.07

Replacement  of  jewel  box  shrink-wrapping
on account of customer having stuck
something  on it or damaged it, or when delivered
without shrink-wrapping by the
Supplier                                                                   0.10

Replacement  of  jewel  boxes  and shrink-wrapping
on account of customer having
damaged  jewel-boxes  or  stuck  something  on  them                       0.20

Replacement  of  sierra box on account of customer having
damaged boxes or stuck
something  on  them                                                        0.20

Destruction  and  disposal

of  products  in  jewel  box  or  similar
(without  cardboard  outer packaging)                                      0.25

of  products  in  cardboard  outer  packaging                              0.50

Storage  or  excess  stocks:

Monthly  storage  fee  per month or part thereof (applies only for excess stocks
that  KOCH's  Warehouse  management  has given notice of to the Supplier, placed
ready  for  collection,  but  which  have  not  been  collected  within  10 days

of  products  in  jewel  box  or  similar
(without  cardboard  outer packaging)                                      0.02

of  products  in  cardboard  outer  packaging                              0.10

Picking  and  Packing  Fees

If  a  product  should  be  returned  from  our  customers,
due to either legal, material,  new version or slow sales
we shall charge a handling fee of                                1.00 per  unit
and  per customer delivery for the recall,
to cover freight costs.                                       4.00 per delivery

If the Supplier wishes a quantity of product delivered
on their behalf from KOCH consignment  stocks  then
a  fee  will  be  charged  of                                   0.30  per  unit
Plus  actual  freight  costs

The  above fees are exclusive of VAT.  The account is done on an ad hoc basis or
together with the monthly sales account, in each case in the accounting currency
agreed  otherwise  between  the  parties.

The  list  of  costs  is  valid  until  further  notice.  KOCH  may  adjust  the
costs/prices  from time to time in accordance with any variation of our expenses
at  the  central Warehouse.  Price adjustments will be notified to the Suppliers
in  writing  30  days  before  taking  effect  in  each  case.

In  normal circumstances all products returned by customers are reconditioned so
as  to  be  re-saleable by the return department of the central Warehouse before
being  sent  back,  unless the Supplier has given written instructions not to do
so.

Recommendation:

If there are products that the Supplier wants to discontinue, and which are thus
not  to  be  reconditioned,  he  should  inform  KOCH's  Warehouse management in
writing.  If  this  is  done,  returns  from  KOCH's customers need no longer be
reconditioned  for  resale  and  this  expense  will  be  avoided.

<PAGE>

Product  Information  Leaflet  for  Distribution  Partners

A  flow  of  information  between  manufacturer and distributor is essential for
success  in  joint  business  ventures.  Therefore we request you as Supplier to
discuss  the following leaflet in detail internally with all the staff involved.
We go to great lengths to offer our customers a first class service and in order
to  do  so,  we  place our trust in the reliability of our Suppliers.  Therefore
please  adhere  strictly  to  the  procedure  given  below.

Prompt  transmission  of  complete  information  on  new products is an absolute
prerequisite  for  them  to  be  presented in distribution meetings.  Delays and
partial  information  just  mean  postponement  of  release.

A.     Prior  information

We  request  quarterly  transmission  of  release  plans,  if  possible  for the
following  six  months  in  every  case.  These  plans  should  contain:

-     Name  of  product  and  brief  description
-     Recommended  sale  price
-     Target  group,  marketing
-     Target  release  date

B.     Data  and  information  on  the  new  items

If  all  the  data pertaining to a new product reaches our Basingstoke office NO
LATER THAN 7 DAYS before the monthly distribution meeting, we will include it in
the  next  meeting  (cf.  the annual schedule of our distribution meetings).  We
regret  that  incomplete  data or anything that arrives late cannot be included.

B.1     Data  for  preparation  of  publication

-     Name  of  product
-     Catalogue  number  (if  any)
-     EAN-Barcode-Number
-     ISBN-Number  (if  any)
-     Recommended  sale  price  in  UK
-     Date  of  release  (please  give  a  realistic  estimate)

For  each  and  every product, we compile a product sheet (A4) that contains the
above  data  and  the  booklet, as well as 3 or 4 key selling points and a brief
description  of  the  product  in  telegram  style  in  4  or  5  sentences.

B.2     Documentation  for  the  distribution  meeting

-     30  Booklets
-     30  Promotional  samples  (if  any)
-     Product  sheets  (as  many  as  4000,  if  there  are  any)

<PAGE>

Who  is  Who  at  KOCH  Distribution

In  alphabetical  order:
Shirley  Andrews     Warehouse  Supervisor  -  Goods  In  and  Returns
Tanya  Barter     Administration  Manager
Kerri  Davies     Marketing  Manager
Emily  Griffiths     Assistant  Marketing  Manager
Craig  McNicol     Managing  Director
Paul  Nicholls     UK  Sales  Manager
Sharonne  Nolan     Administration  Assistant
Danny  Richards     Warehouse  Manager
Victoria  Taylor     Finance  Supervisor

In  topical  order:

Contracts,  strategic  issues     Craig  McNicol
As  well  Director  responsible  for:

Accounts  Payable,  and  Stock  and  Sales  Queries     Victoria  Taylor
Product  Database,  Purchase  and  Sales  Order  Entry     Tanya  Barter
Warehouse  and  Shipping     Danny  Richards

Sales     Paul  Nicholls
Marketing  &  Product  Management     Kerri  Davies

Offices:

Office  England:     Thomas  House,  Hampshire  Intnl Business Park, Basingstoke
RG24  8WH,  Tel  01256  707  767,  Fax  01256  707  377
Office  Germany:     Lochhamer  Str.  9,  D-82152  Planegg/Munchen,  Tel 089 857
95-120,  Fax  089  857  95-160
Office  Austria:     Tivoligasse  25,  A-1120 Wien, Tel 01 815 0626-0 Fax 01 815
0626-16
Office  Switzerland:     Poststra e 10, CH-9201 Gossau Tel -071 388 6868 Fax 071
388  6888
Head  Office:     Gewerbegebiet,  A-6600  Hofen,  Osterreich,  Tel 05672 606 Fax
05672  65581