EXHIBIT 10.4

           PROPOSED FORM OF VIDEO ONE CANADA LTD. BUSINESS AGREEMENT
                            WITH LANGARA DISTRIBUTION


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                              VIDEO ONE CANADA LTD.
                  BUSINESS AGREEMENT WITH LANGARA DISTRIBUTION

The purpose of this agreement is to document the terms and conditions of sale of
prerecorded  videocassettes,  DVD and accessories  between Video One Canada Ltd.
(Video One) and Langara  Distribution  (Langara).  Both parties  indicate  their
acceptance  of  these  terms by  signing  where  indicated.  This  agreement  is
effective  June 26,  2001 to June  26,  2002.  This  agreement  will be  renewed
automatically  for another  year upon expiry  unless  either  party with written
notification terminates it 60 days prior to expiration date. Either Video One or
Langara  Distribution  can  terminate  this  agreement  at any time,  during the
initial and/or renewal period, with 90 days written notification.

This agreement  constitutes the entire  agreement  between Video One and Langara
Distribution  with respect to the matters  provided  herein.  The parties hereto
acknowledge that there is no representation, warranty, undertaking, agreement or
understanding  between  them  other  than as  expressed  herein.  The  terms and
conditions  of this  agreement  supersede  all previous  proposals,  quotations,
negotiations  and other  communications  between the parties  whether written or
oral.

PAYMENT TERMS


o   Payments  are  due  weekly, 14  days from invoice date (net 14 days) for all
    purchases.   No  unauthorized  deductions  are  allowed.   Any  unauthorized
    deductions not resolved or explained within 30 days may cause the account to
    be put on hold.
o   A credit limit of $150,000 has been established.


PRICING

o        New Release VHS/DVD -  *

o        Catalogue VHS/DVD - *

o        Games - *

o   Langara Distribution will be entitled to the benefit of CLOSEST PACK PRICING
    on  orders  placed  by pre-order date.  Pack pricing will not be extended to
    "Mixed"  pack  configurations  however.  Mixed packs  are  defined  as packs
    containing more than one title. Cancellations of pack  items after pre-order
    date are not allowed.

o   Video One can provide Langara with competitive pricing on accessories.

o   A consolidated invoice will be generated for all catalogue products daily to
    minimize the number of invoices.


COOP/MDF

o   Coop / MDF funds will be accrued title specifically and will be handled on a
    program-by-program  basis.  Coop  is  paid  based  on  proof  of advertising
    performance  being  provided  to  Video One by Langara Distribution no later
    than 30 days from ad date.

o   Coop monies offered to Langara are the property of our supplying studios and
    as  such,  are  subject  to their published Terms and Conditions. Failure to
    abide by studio coop guidelines  will  result  in  the rejection of our coop
    submission. This, in turn, will result in a  rejection of payment to Langara
    Distribution  of  that coop.  To ensure ad compliance, Video One must obtain
    studio approval of all ads prior to ad date on Langara's behalf.

*Confidential information omitted and filed separately  with  the Securities and
 Exchange Commission


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o   Coop/MDF monies will be paid to Langara when Video One receives the proof of
    performance, provided all advertisements/promotions were pre-approved by
    Video One.




PRODUCT DELIVERY

o   New Release product - Will be available for pick up on Wednesday afternoon.
o   Catalogue  product - in  stock  product from Calgary branch where orders are
    received by 10:00 am will  be ready  for pick-up by 4:00pm daily. We request
    that you provide and identify a separate  P.O.  for customer orders, and one
    for stock replenishment.
o   Freight charges for products sourced  from branches  other than Calgary will
    be the responsibility of Langara Distribution.

INVENTORY

o   Video  One  Calgary  will  set  a  min/max  inventory  value  on   Langara's
    requirements based on information  they provide.  Titles on this  list  will
    remain on min/max for  a  period  of 6  months. At that time, the purchasing
    system will  review  and  reconfigure  these  requirements  based  on actual
    purchase history.
o   Langara  will  assist in creating New Release forecasts by pre-order date in
    order to minimize out of stock situations due to late orders.

DEFECTIVES

o   RA's  for  defective  product will be issued up to 30 days from street date.
    Credits will be issued  only  if  the product is not in stock; otherwise the
    product will be replaced.  Replacement  copies  of  VHS, DVD and Accessories
    will be supplied by the best economical means. Freight charges for defective
    returns to  Video  One  are  the  responsibility  of  Langara  and should be
    returned by the best economical means.

RETURNS

o   All  catalogue  products  are  100%  guaranteed  within  6 months of date of
    purchase. Return  privileges on  Major New Release titles will be determined
    by  the  studio  published  return  policy  and/or  any  product  defined as
    non-returnable by the studios. Credits will be issued  at the  current value
    of the  product being returned.  Only  product  purchased  from Video One is
    eligible for return.

o   Cancellations/returns  of  new  release  product after pre-order date may be
    subject to a 20% restocking fee.

o   Discontinued or Moratorium titles will  not be accepted for return after the
    return date. Video One will forward discontinued and moratorium notices upon
    notification from the studios.

RETURNS PROCESSING

To ensure that  Langara  receives  credits for  returns on a timely  basis,  the
following process will apply:

o   Returns  will  be delivered prepaid by Langara to Video One. Langara retains
    ownership of returns in transit to Video One.

o   If  product  is  returned after 90 days of Langara 's original invoice date,
    the product may be  subject  to  a reduced credit price of original purchase
    per title based on studio product revaluation policy.

o   Langara  must  request  a  return  authorization number (R.A.#) for each box
    prior to returning product.




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o   An R.A.# must be clearly marked on each box.

o   All  R.A.#'s  must  be  written  on  the  waybill  for tracking and proof of
    delivery purpose.

o   Return quantity and pricing is subject to verification by Video One.

o   Damaged / Defective  returns must be requested separately from other product
    and clearly identified as damaged / defective.




GENERAL

o   Langara  Distribution  is deemed to have accepted the invoices at face value
    unless a written  objection  is  submitted to  Video One's credit department
    within 30 days of invoice date.

o   Langara  Distribution  agrees to  pay in  accordance  with the terms of this
    agreement and that Langara Distribution  shall  not be entitled to defer any
    payment by reason of any claim for set off.





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Michael Glossop                             Mike Duszynski
Director, Alberta Region                    President
Video One Canada Ltd.                       Langara Distribution

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Date                                        Date










*Confidential information omitted and filed  separately  with the Securities and
 Exchange Commission