AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99


                           ORDER FULFILLMENT AGREEMENT

This Order Fulfillment Agreement ("Agreement") is entered into effective as of
the 15th day of December 1999, by and between AngelAudio.com, Inc. ("Retailer)
and i.FILL, a division of Valley Media, Inc. ("Valley").

                                   BACKGROUND

A.       Valley is in the business of distributing entertainment products to
         various retail customers and consumers. i.FILL provides to certain
         retailers "direct-to-consumer" order fulfillment services, pursuant to
         which i.FILL picks, packs and ships entertainment products to such
         retailers' customers.

B.       Valley has developed proprietary databases known as "audiofile" and
         "audiotrax" which it licenses to certain customers, audiofile and
         audiotrax contain information regarding pre-recorded entertainment
         musical products (other than pre-recorded music distributed
         electronically in digital format) ("Audio Product"), pro-recorded
         entertainment audio-visual product in video-cassette format ("Video
         Product"), pre-recorded entertainment audio-visual product in digital
         video disk ("DVD") format ("DVD Product") and video game products in
         various formats ("Game Product"). Such Audio, Video, DVD and Game
         Product may be collectively referred to herein as "Product".

C.       Retailer intends to operate on the World Wide Web an "on-line retail
         store" (the "Site") through which it intends to sell Product to
         consumers.

D.       Retailer wishes to purchase Product offered on the Site from Valley and
         wishes to purchase "direct-to-consumer" order fulfillment services from
         i.FILL.

                                    AGREEMENT

Subject to the terms and conditions set forth below, the parties agree as
follows:

1.       BASIC AGREEMENT. Retailer and i.FILL agree to develop a computer and
         customer service interface for the purposes of conducting small order
         Product transactions via an on-line entertainment product store and
         other direct response marketing efforts. Retailer will build and
         maintain a web site. Retailer will also conduct all marketing and
         merchandising efforts, collect all orders and send such orders to
         i.FILL via Electronic Data Interchange ("EDI"). i.FILL will be
         responsible for picking, packing and shipping the orders directly to
         Retailer's customers.

2.       EXCLUSIVE SUPPLIER. i.FILL will be the exclusive supplier of Product
         and related order fulfillment services for Retailer. For purposes of
         this Agreement, i.FILL as "exclusive supplier" means that all orders
         for Product will be sent to Valley first for fulfillment; provided,
         however, that Retailer may utilize third parties as sources for Product
         not available through audiofile or otherwise through Valley if Retailer


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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99

         has given i.FILL a twenty-five (25) business day written notice of its
         intention to so utilize third party sources for that specified Product
         and i.FILL fails to make said Product available by the end of such
         period.

3.       TECHNICAL ASSISTANCE. i.FILL shall provide technical assistance to
         Retailer for the testing of their EDI transmission of orders to
         Valley's Bulletin Board System or FTP server, Valley will be
         responsible for maintaining its EDI connection to Retailer and Retailer
         will be responsible for maintaining its EDI connection to Valley.

4.       ANCILLARY AGREEMENTS. At the same time the parties enter into this
         Agreement, Valley and Retailer will enter into:

         (a)      an audiofile License Agreement substantially in the form
                  attached hereto as Exhibit A (the "Audiofile License"),
                  pursuant to which Valley will license its audiofile database
                  to Retailer.

5.       AUDIO PRODUCT PRICING. i.FILL agrees to sell and Retailer agrees to
         purchase Audio Product at four percent (4%) below Valley's wholesale
         prices. Retailer's price for Audio Product is set forth under the
         "Invoice Cost" column of the 4% Discount Schedule attached hereto as
         Exhibit B which is incorporated herein by this reference. Wholesale
         prices (and therefore, the "Invoice Cost") may be revised by Valley
         from time to time, effective upon written notice to Retailer of such
         changes.

6.       VIDEO PRODUCT PRICING. i.FILL agrees to sell and Retailer agrees to
         purchase Video Product at thirty-six percent (36%) below Manufacturer's
         Suggested List Price ("MSLP"). MSLP changes will be included in the
         daily audiofile Updates and will be effective immediately upon Update
         transmission of such revision(s).

7.       DVD PRODUCT PRICING i.FILL agrees to sell and Retailer agrees to
         purchase DVD Product at studio-specific percentage discounts below MSLP
         as set forth on the DVD Pricing Schedule attached hereto as Exhibit C
         which is incorporated herein by this reference. MSLP changes will be
         included in the audiofile Updates and will be effective immediately
         upon the posting of such revision(s) in the audiofile Updates.

8.       GAME PRODUCT PRICING, i.FILL agrees to sell and Retailer agrees to
         purchase Game Product at the prices set forth in the audiofile
         database. Game Product prices may be revised from time to time and such
         changes are effective immediately upon the posting of such revision(s)
         in the audiofile Updates.

9.       AUDIO VOLUME REBATES. Audio Volume Rebates are applied to Audio Product
         purchases only, not shipping and fulfillment charges. For purposes of
         this Agreement, "Net Product Purchases" means Retailer's gross Product
         purchases from Valley, less Product discounts and returns. In the event
         that Retailer's Net Product Purchases exceed $5,000,000 per year during
         the term of this Agreement, Retailer shall receive Audio Volume Rebates
         based on the incremental annual Net Product Purchases as follows:



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99



     Annual Net Product Purchases       Incremental Rebate    Cumulative Rebate
     ----------------------------       ------------------    -----------------
   $  5,000,001    -    $  7,500,000           1%                    1%
   $ 7,500,000     -     $10,000,000           1%                    2%
   $10,000,000     +                           1%                    3%

         9.1.     Exception. Sales of Video, DVD and Game Product shall accrue
                  toward the annual Net Product Purchase volume needed to
                  receive Rebates, however Rebate discounts will be taken on
                  Audio Product only. These rebate discounts will not be taken
                  on Video, DVD or Game Product.

         9.2.     Calculation. Rebates are calculated on a yearly basis
                  beginning on January 1, 2000. At year-end the Rebate will be
                  calculated on Net Product Purchase for the calendar year (on a
                  pro rata basis) and shall appear as a credit on Retailer's
                  invoice.

10.      CUSTOM INVOICE. i.FILL will create a custom invoice with Retailer's
         logo, product return and customer service information printed on same
         for a fee of $500, which fee is due and payable upon execution of this
         Agreement. Subsequent changes to the invoice can will be made for a fee
         to be negotiated by the parties.

11.      ORDER PLACEMENT. Retailer will collect all orders and should send such
         orders to i.FILL via EDI. Retailer is responsible for providing
         accurate consumer and SKU information to Valley. Failure by Valley to
         perform any of its obligations under the terms herein, caused by
         Retailer providing erroneous or incomplete ordering information, shall
         not be considered a breach under the terms and conditions of this
         Agreement.

11.1.    Manual Processing Surcharge. In the event i.FILL receives an order by
         any other means than EDI transmission (i.e., by mail, facsimile, etc.)
         a surcharge of $1.50 per order shall be assessed.

12.      ORDER FULFILLMENT. The following sets forth i.FILL's fulfillment
         practices:

         12.1.    Priority. Priority orders are defined as orders shipped
                  domestically for overnight or second-day air freight delivery.
                  Priority orders received by i.FILL on any business day by 9:00
                  a.m. Pacific Time ("PT") will be shipped on the same day
                  provided that the Product ordered is in stock at that time.
                  Orders received after 9:00 a.m. PT will be shipped the
                  following business day provided that the Product ordered is in
                  stock at that time.

         12.2.    Standard. Standard orders are defined as all orders shipped
                  domestically or internationally for other than overnight or
                  second-day air freight delivery. Standard orders received by
                  1:00 p.m. PT will be shipped the following business day
                  provided that the Product ordered is in stock at that time.
                  Standard orders received after 1:00 p.m. PT will be deemed
                  received the next business day and i.FILL will ship these
                  orders the business day after the day



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99



                  they are deemed to be received provided that the Product
                  ordered is in stock at that time.

         12.3.    Peak Periods. The first day of a business week and any day on
                  which Valley's order volume is greater than 20% above average
                  (calculated on a floating 30-day-basis) is defined as a Peak
                  Period. i.FILL shall use best efforts to adhere to the
                  fulfillment policies set forth above during Peak Periods, but
                  its failure to so adhere during Peak Periods shall not be
                  considered a default under the turn and conditions of this
                  Agreement.

13.      FULFILLMENT FEES. Retailer agrees to pay i.FILL the following fees for
         each order fulfilled by i.FILL.

         13.1.    Packing and Handling Fees. i.FILL will pick, pack and prepare
                  Product for shipment to Retailer's customers according to the
                  following schedule:

 Annual Net Product Purchases      1st Unit per Order     Add'l Units per Order
 ----------------------------      ------------------     ---------------------
 $         0  - $  5,000,000           $1.40                  $0.50 each
 $ 5,000,001  - $  7,500,000           $1.30                  $0.50 each
 $ 7,500,001  - $ 10,000,000           $1.20                  $0.50 each
 $10,000,001  +                        $1.10                  $0.45 each

         13.2.    Surcharges. Retailer agrees to pay to i.FILL the following
                  surcharge as applicable:

                  13.2.1   International Shipment Surcharge. Surcharge of $0.50
                           per order shipped internationally via integrated
                           carrier.

                  13.2.2   USPS Priority Mail Insured Surcharge. Surcharge of
                           $0.50 per order shipped USPS Priority Mail Insured.

14.      SHIPPING.

         14.1.    Risk of Loss. All shipments made under this Agreement shall be
                  F.O.B. Valley's shipping facility. Title and risk of loss with
                  respect to all orders and products shipped by i.FILL or Valley
                  under this Agreement shall pass to Retailer or its customers
                  upon delivery of the products to the carrier at the point of
                  shipment. In the event of shipping damage or orders lost in
                  shipment, i.FILL will assist in filing a claim on behalf of
                  Retailer and will credit Retailer any amounts received or
                  credited to i.FILL or Valley in connection with each claim.

         14.2.    Choice of Carrier. i.FILL will ship Product orders with the
                  i.FILL supported carrier requested by Retailer or its
                  customer. i.FILL supported carriers are listed in the shipping
                  tables attached hereto as Exhibit D which is incorporated
                  herein by this reference. i.FILL will cancel any order for
                  which the delivery address is not serviced by the requested
                  carrier, and will notify Retailer of the



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99


                  same. Retailer may retransmit the order to be shipped via an
                  alternate i.FILL supported carrier.

         14.3.    Shipping Costs. Retailer will pay i.FILL shipping costs per
                  the shipping tables attached hereto as Exhibit D (as amended
                  from time to time by i.FILL). i.FILL will provide Retailer
                  written notice of shipping rate changes and the effective date
                  of such changes. i.FILL represents that the shipping costs
                  charged to Retailer are its actual shipping costs (not
                  considering rebates.)

15.      PRODUCT RETURNS.

         15.1.    Definitions. For purposes of this Agreement, the terms set
                  forth below shall be defined as follows.

                  15.1.1   "Defective Product" means any Eligible Return Product
                           returned to i.FILL or Valley that is identified by
                           the customer as defective when returned and which is
                           actually defective as determined by i.FILL or Valley.

                  15.1.2   Eligible Return Product" means any Product other than
                           Ineligible Return Product.

                  15.1.3   "Ineligible Return Product" means any of the
                           following: (a) Opened CDs from any of the following
                           companies: (i) Platinum, (ii) RYKO, (iii) Sony Music
                           Entertainment, (iv) Universal Music and Video
                           Distributor ("UMVD"), (v) Warner, (vi) Elektra or
                           (vii) Atlantic; (b) Opened audio cassettes from UMVD;
                           (c) Opened Video Product; (d) Opened DVD Product; (e)
                           Game Product; (f) accessories; (g) blank tape; (h)
                           imports; (i) promos; (j) limited editions; (k)
                           Product Identified in audiofile as nonreturnable; (l)
                           Product not purchased from Valley; (m) Product sold
                           on a one-way basis; (n) Product with a last customer
                           return date (as defined in the audiofile Updates)
                           prior to the date the returned Product is received by
                           i.FILL or Valley; (o) Product without the original
                           artwork or liner notes; (p) Schwann Guides; (q)
                           defaced Product; (r) Product with damaged artwork or
                           a foreign substance on the media; and (s) vinyl
                           Product (including, without limitation, LPs and 12"
                           singles).

                  15.1.4   "Opened" means, with respect to any Product, that the
                           top spine label or original manufacturer's shrink
                           wrap or "dog bone" holographic sticker has been
                           removed or cut in any way.

         15.2.    Standard Return Policy. Retailer will receive a return credit
                  for Eligible Return Product returned to i.FILL or Valley but
                  will not receive a return credit for Ineligible Return
                  Product.



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99


         15.3.    Return Fees.

                  15.3.1   Processing Fees. Any Ineligible Return Product
                           returned to i.FILL or Valley will be forwarded to
                           Retailer at Retailer's expense, and Retailer will be
                           charged a $1.00 processing fee for each such unit of
                           Ineligible Return Product; provided, however, that
                           Retailer may elect to have i.FILL keep such
                           Ineligible Return Product and avoid the processing
                           fee.

                  15.3.2   Restocking Fees. Retailer will be charged a fifteen
                           percent (15%) restocking fee for processing all
                           Eligible Return Product returned to i.FILL or Valley;
                           provided, however that no such fee will be charged
                           for (a) Defective Product or (b) Product that was
                           shipped to one of Retailer's customers but (i) was
                           not listed on the customer's invoice or (ii) was
                           incorrectly listed on the invoice.

                  15.3.3   Refurbishing Fees. Retailer will be charged a $0.35
                           per unit refurbishing fee on all Eligible Product
                           returned to i.FILL or Valley that has been Opened;
                           provided, however, that no such fee shall be charged
                           for Defective Product.

                  15.3.4   Reshipping Fees. i.FILL will ship or reship to
                           Retailer's customers at additional charge (a)
                           replacement Product for any Defective Product
                           provided, however, that it is also Eligible Return
                           Product and (b) Product reported as missing by one of
                           Retailer's customers that was listed as fulfilled on
                           the customer's invoice.

         15.4.    Return Processing Information. Return processing information
                  will be posted weekly via EDI.

         15.5.    Modifications. i.FILL reserves the right to modify its return
                  policies from time to time. Such modifications shall be
                  effective upon receipt by Retailer of written notice thereof.

16.      OPTIONAL SERVICES.

16.1.    Paper Inserts. For purposes of this Agreement, Paper Inserts are
         defined as lightweight, paper-based, promotional items the same size or
         smaller than a standard single CD, or pre-folded to such size. At
         Retailers request, i.FILL will pack Paper Inserts into Retailer's
         orders for a fee of $0.10 per Paper Insert Retailer shall supply the
         Paper Inserts at no cost to i.FILL.

16.2.    Merchandise Inserts. For purposes of this Agreement, Merchandise
         Inserts are defined as promotional merchandise sold by Retailer,
         sometimes referred to as "segregated merchandise", other than the Paper
         Inserts described above in section 16.1. At Retailers request, i.FILL
         will pack Merchandise Inserts into



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99



                  Retailers orders at a charge to be negotiated by the parties
                  after a sample has been received and reviewed for packing and
                  shipping requirements. Retailer shall supply Merchandise
                  Inserts at no cost to i.FILL.

         16.3.    Merchandise Management Fee. Upon request by Retailer, i.FILL
                  will receive and warehouse Merchandise Inserts (described
                  above in section 16.2) for a Merchandise Management Fee to be
                  negotiated by the parties after a sample has been received and
                  reviewed for warehousing requirements; provided however, that
                  the following items have pre-determined Product Management'
                  Fees:

         o        Standard Product. A Product Management Fee of $0.50 per unit
                  will be charged to Retailer for "Standard Product" (defined as
                  a single CD, cassette VHS, or DVD).

                  16.3.1   Three Month Supply. The Product Management Fee
                           covers, the Management of Product in Valley's
                           warehouse for a maximum of three (3) months. Retailer
                           will use its best estimate to provide i.FILL with no
                           more than a three (3) month supply of Product with a
                           certain SKU at an given time. In the event any units
                           of such Product remain in Valleys warehouse for over
                           three months. Retailer will be charged another
                           Product Management Fee for each unit of such Product
                           to cover another three months' management. Prior to
                           the end of the three (3) month period, Retailer may
                           request that the remaining units of such Product be
                           returned to Retailer at Retailers expense to avoid
                           incurring additional Product Management Fees for such
                           Product.

                  16.3.2   Shrink. Retailer accepts responsibility for product
                           loss of up to, but not in excess of, two percent (2%)
                           of the aggregate wholesale value of the Retailer's
                           segregated merchandise shipped to i.FILL, as
                           calculated annually on or around January 1 of each
                           year during the term of this Agreement.

         16.4.    Insert Bar Codes. A unique UPC bar-code is required for each
                  Paper or Merchandise Insert. Retailer should purchase and
                  apply a proprietary bar-code; on all inserts. At Retailer's
                  request or if the bar-code does not meet Valley's standards,
                  i.FILL will create and apply a bar-code for a fee of $0.30 per
                  applied bar-code.

         16.5.    Gift Wrapping. Upon Request by Retailer, i.FILL will provide
                  gift wrap services for a fee to be negotiated by the parties
                  after a sample of the item to be wrapped has been reviewed for
                  wrapping requirements. Standard Product will be wrapped for a
                  fee of $1.50 per unit.

         16.6.    audiotrax. Upon Retailer's request, i.FILL will license the
                  audiotrax database for an annual licensing fee to be
                  negotiated by the parties.



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99


17.      BILLING AND PAYMENT. Pending i.FILL's review and approval of Retailer's
         credit application, i.FILL will extend credit to Retailer under the
         following terms and conditions:

         17.1.    Invoices and Account Reconciliation. Invoices are due and
                  payable thirty (30) days after the invoice date, i.FILL will
                  provide Retailer with an account reconciliation on a monthly
                  basis.

         17.2.    Past Due Amounts. i.FILL includes in its Product pricing an
                  embedded two percent (2%) discount for timely payment on all
                  Product. This discount shall be revoked in the event of a late
                  payment by Retailer. A two percent (2%.) revoked discount fee
                  will be charged on any amounts not paid within thirty (30)
                  days after the invoice date. Furthermore all overdue balances
                  not paid within thirty (30).days after the invoice date, will
                  be assessed interest at the lesser of one and one-half percent
                  (1.5%) or the maximum interest rate allowable by law,
                  beginning on the due date. i.FILL in its sole discretion, may
                  refer collection of any past due amount to any agency or
                  attorney, and Retailer will be liable for the payment of all
                  costs and expenses, including reasonable attorneys' fees;
                  associated therewith.

18.      PROPRIETARY RIGHTS.

         18.1.    Confidential Information. The term "Confidential Information"
                  refers to this Agreement and the subject matter of this
                  Agreement and to all information which one party furnishes or
                  makes available to the other party and all information related
                  to one party's business which the other party acquires in the
                  course of performing its obligations under this Agreement.
                  Disclosure of Confidential Information by a party is forbidden
                  except in the following circumstances: (i) to employees and
                  outside parties, but only to the extent necessary to fulfill
                  its obligations under the Agreement; (ii) if the Confidential
                  Information disclosed is already publicly known or becomes
                  publicly known through no fault of the disclosing party; and
                  (iii) if the Confidential Information is required to be
                  disclosed by law or legal process, provided that the party,
                  from whom disclosure is required, gives the other party notice
                  and agrees to cooperate with the non-disclosing party as that
                  party may reasonably request to oppose disclosure. Under no
                  circumstances may i.FILL (including its principles or
                  affiliates) use Retailer's customers' data for any commercial
                  or improper purposes.

         18.2.    Transaction Information. Both parties shall use best efforts
                  to ensure maximum security of transaction information
                  maintained on each party's computer system including, but not
                  limited to, the names, addresses and products ordered by
                  Retailer's customers.

         18.3.    No Rights to Marks. Each party is hereby granted no rights in
                  or to the other party's Marks. "Marks" means the trademarks,
                  service marks, trade names or other marks, registered or
                  otherwise, used by either i.FILL or Retailer, as applicable.



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AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99


19.      TERM.

         19.1.    Initial Term. The term of this Agreement begins on the date of
                  this Agreement and ends two (2) years thereafter (the "Initial
                  Term").

         19.2.    Renewal Term. Unless and until i.FILL or Retailer provide at
                  least ninety (90) day prior written notice of its intention
                  not to extend the term of this Agreement, this Agreement shall
                  automatically renew for additional one (1) year terms (each a
                  "Renewal Term"); the Initial Term and all Renewal Terms to be
                  collectively referred to as the "Term".

         19.3.    Early Termination. This Agreement shall terminate at any time
                  upon the mutual consent of the parties. This Agreement shall
                  also terminate according to its terms under the following
                  conditions;

                  19.3.1   Upon termination of the Audiofile License or the
                           Audiotrax License.

                  19.3.2   i.FILL or Retailer delivers to the other party a
                           thirty (30) day written notice of termination, absent
                           a material breach, if i.FILL discontinues fulfillment
                           services to on-line customers or Retailer
                           discontinues the on-line sale of Product.

                  19.3.3   i.FILL or Retailer delivers to the other party a
                           thirty (30) day written notice of termination for a
                           material breach of this Agreement, and the other
                           party fails to cure such breach within the thirty
                           (30) days.

                  19.3.4   Either party is adjudicated a bankrupt, files a
                           voluntary petition in bankruptcy or makes a general
                           assignment for the benefit of creditors.

20.      LIMITATION OF REMEDIES AND EXCLUSION OF WARRANTIES. IN NO EVENT SHALL
         i.FILL OR VALLEY BE LIABLE TO RETAILER FOR INDIRECT OR CONSEQUENTIAL
         DAMAGES, WHETHER OR NOT I.FILL OR VALLEY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION.
         EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL PRODUCT SOLD
         HEREUNDER IS SOLD "AS IS" AND i.FILL AND VALLEY EXPRESSLY DISCLAIM ANY
         EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO PRODUCT SOLD UNDER THIS
         AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND
         FITNESS FOR PURPOSE.

21.      REPRESENTATIONS AND WARRANTIES.

         21.1.    i.FILL's Representations and Warranties.



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                  21.1.1   i.FILL has the right and authority to enter into this
                           Agreement

                  21.1.2   i.FILL will use reasonable efforts to deliver Product
                           to Retailer's customers in substantially the same
                           condition as it was in when it was received by Valley
                           in Valley's distribution facility.

         21.2.    Retailers Representations and Warranties.

                  21.2.1   Retailer has the right and authority to enter into
                           this Agreement.

22.      INDEMNIFICATION. Both parties will, at all times, indemnify, defend and
         hold the other party harmless from any and all third-party claims,
         damages, liabilities, costs and expenses (including reasonable
         attorney's fees) arising out of any breach or alleged breach by such
         party of any warranty or representation made by such party in this
         Agreement. Retailer will further indemnify, defend and hold i.FILL and
         Valley harmless for any and all third party claims, damages,
         liabilities, costs and expenses (including reasonable attorney's fees)
         arising out of any infringement or alleged infringement of intellectual
         property rights resulting from the sale of Product outside the United
         States.

23.      FORCE MAJEURE. Neither party will be liable for failure to perform, or
         the delay in performance of, any of its obligations under this
         Agreement if, and to the extent, that such failure or delay is caused
         by events substantially beyond its control, including but not limited
         to, acts of God, acts of a public enemy or governmental body in its
         soverign or contractual capacity, war, fire, floods, strikes,
         epidemics, quarantine restrictions, civil unrest or riots, freight
         embargoes and/or unusually severe weather. Lack of funds by either
         party shall not excuse timely performance. The party so affected shall
         use commercially reasonable efforts to avoid or remove such causes of
         non-performance of delay, and shall continue performance hereunder with
         reasonable dispatch whenever such causes are removed. If any such
         non-performance or delay continues for more than sixty (60) days, the
         unaffected party may elect to terminate this Agreement without
         liability or any liquidated or other damages upon written notice to the
         other party.

24.      GENERAL

         24.1.    Notice. All notices, including those related to product
                  pricing, ordering and fulfillment policies that will have a
                  material impact on the other party's business, shall be in
                  writing and delivered by certified mail, postage prepaid and
                  return receipt requested, or transmitted either by facsimile
                  or electronic mail if confirmed contemporaneously by such
                  mailing, to the addresses provided below.

                  If to Retailer:       AngelAudio.com, Inc.
                                        Address
                                          Attn:
                                          Fax:
                                          Email:


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AngelAudio com / iFILL                                         CONFIDENTIAL
Order Fulfillment Agreement                                    12/10/99


                  If to i.FILL:         i.FILL, a division of Valley Media, Inc.
                                        1280 Santa Anita Court
                                        Woodland, CA 95776
                                          Attn:  Sachin Adarkar, General Counsel
                                          Fax:  530.406.5231
                                          Email:  SDA@valley-media.com


         24.2.    Entire Agreement; Amendments. This Agreement constitutes the
                  entire agreement of the parties concerning the subject matter
                  hereof, superseding all prior proposals, negotiations and
                  agreements concerning the subject matter of this Agreement. No
                  representation or promise relating to and no amendment of this
                  Agreement will be binding unless it is in writing and signed
                  by authorized representatives of both parties.

         24.3.    Assignment. This Agreement may not be assigned by either party
                  without first obtaining the other party's written consent,
                  except that either party may, without the other party's prior
                  written consent, assign this Agreement to a purchase of all or
                  substantially all of its assets or a majority or controlling
                  interest in its voting stock, or to a subsidiary or affiliate
                  of such party, provided that such purchaser's net worth at the
                  time of purchase is equal to or greater than that of the
                  assigning party's net worth. This Agreement will be binding
                  upon and inure to the benefit of successors and permitted
                  assigns of the parties hereto.

         24.4.    Relationship of Parties. It is agreed that both parties will
                  retain individual legal status and that their relationship is
                  that of an independent consultant or contractor and not that
                  of an employee, agent, partner or affiliate. Neither party is
                  an agent of the other party and neither party has the
                  authority to bind the other party, nor will either party hold
                  itself out to third parties as having the authority to bind
                  the other party.

         24.5.    Captions; Waiver; Severability. The captions appearing in this
                  Agreement are inserted only as a matter of convenience and in
                  no way define, limit, construe or describe the scope or
                  interpretation of this Agreement. No waiver by a party of any
                  breach of any provision of this Agreement will constitute a
                  waiver of any other provision of this Agreement. If any
                  provision of this Agreement shall be held invalid, void or
                  unenforceable, the remaining provisions hereof shall in no way
                  be affected or impaired, and such remaining provisions shall
                  remain in full force and effect.

         24.6.    Governing Law and Arbitration. This Agreement shall be
                  construed and enforced pursuant to the laws of the State of
                  California. If the parties are


                                       11
<PAGE>
AngelAudio com / iFILL                                           CONFIDENTIAL
Order Fulfillment Agreement                                      12/10/99


                  unable to settle any disagreements regarding this Agreement or
                  the project contemplated by this Agreement, such disagreements
                  shall be submitted to binding arbitration within the State of
                  California under the rules of the American Arbitration
                  Association as then in effect.

                  24.7. Counterparts. This Agreement may be executed in one or
                  more counterparts, all of which will be considered one and the
                  same agreement, and will become a binding agreement when one
                  or more counterparts have been signed by each party and
                  delivered to the other party. Facsimile signatures shall be
                  considered original in all respects.

In witness whereof, the parties hereto have executed this Agreement effective as
of the date first above written.

i.FILL, a division of                         ANGELAUDIO.COM, INC.
VALLEY MEDIA, INC.

By: /s/ Nais Moore Jiminez                    By: /s/ John Karroll
    ------------------------------               -------------------------------

Its:  Director News Media                     Its: President/Director
     -----------------------------                ------------------------------

Address:                                      Address:
1280 Santa Anita Court                         1451 D. Ellis St.
----------------------------------            ----------------------------------
Woodland, CA 95776                             Kelowna, B.C. V1Y 2A3
----------------------------------            ----------------------------------

Telephone:                                    Telephone:
           -----------------------                       -----------------------

Facsimile: 530.406.5231                       Facsimile:
           -----------------------                       -----------------------




                                       12
<PAGE>

                                  EXHIBIT LIST

                          Exhibit A        Audiofile License

                          Exhibit B        Audio Price Schedule

                          Exhibit C        DVD Price Schedule

                          Exhibit D        Shipping Tables






<PAGE>
                                   SCHEDULE A

                           AUDIOFILE LICENSE AGREEMENT
--------------------------------------------------------------------------------

This agreement ("Agreement') is entered into by and between Valley Media, Inc.
(the "Licensor"); and the party identified in Exhibit A as the "Licensee" (not
including any subsidiaries, affiliates, or franchisees). This Agreement is the
complete and exclusive statement of the agreement between the parties with
respect to the subject matter hereof (superseding all proposals, communications
of prior agreements, oral or written with respect to such subject matter); and
may be amended only in a writing signed by both parties. As used herein,
"Database" means the proprietary audio and video item database created and
developed by Licensor, and includes "Database Updates," periodic updates of
information contained in the Database.

1.       License Grant

(a)      Licensor hereby grants to Licensee during the term of this Agreement, a
         non-exclusive, non-transferable, non-sublicenseable license to:

         (i)      Lead, transmit, execute, store or display the Database for
                  Licensee's internal use at the location(s) specified in
                  Exhibit A attached hereto;

         (ii)     Modify the Database for internal use by Licensee; or

         (iii)    Incorporate the Database or portions thereof into its own
                  database for use by Licensee, provided, however, that the
                  Database portion of the resulting conjoined work may be used
                  only in accordance with the license granted in Section 1(a)
                  above.

(b)      Licensee may not, without prior written consent from Licensor,
         sublicense, sell, lend, rent the Database or any portion thereof, or
         assign any of its rights or obligations under this Agreement to any
         party; provided, however, that Licensee may make copies of the Database
         sufficient for back-up, development and production purposes.

2.       Fees

(a)      As consideration for the License granted herein, upon execution of this
         Agreement, Licensee shall pay to Licenser the TOTAL FEES DUE set forth
         on Fees--Line 4 of Exhibit A, which includes:

         (i)      The LICENSE FEE (Fees--Line 1 of Exhibit A) to operate a
                  single copy of the Database at the location(s) listed in
                  Exhibit A;

         (ii)     The PRO-RATED UPDATE FEE (Fees--Line 2 of Exhibit A) for the
                  Database Updates for the specified period; and

         (iii)    MISCELLANEOUS FEES (Fees--Line 3 of Exhibit A) to reimburse
                  Licenser for any fees owed by Licenser to other vendors
                  connection with the Database, and any fees assessed by
                  Licenser other than License or Database Update fees.

(b)      Licensee shall also pay the UPDATE FEE (Fees--Line 5 of Exhibit A) to
         Licenser as consideration for Licenser providing the Database Updates.
         The subscription is to be paid quarterly in advance on the first day of
         each calendar quarter (January 1, April 1, July 1 and October 1). The
         UPDATE FEE entitles the Licensee to receive Database Updates for the
         succeeding three (3) month period.

(c)      Licenser shall provide Licensee with reasonable telephone support for
         the Database and Database Updates at no additional charge.

3.       Rights in Tangible and Intellectual Property

Licensor shall be the sole owner of the Database, Database Updates and all
supporting materials as between Licensor and Licensee, including any and all
copies thereof, and including all patent, trademark, copyright, trade secret and
ether intellectual property rights associated therewith. Licensee agrees to
treat the Database, Database updates and supporting materials as confidential
trade secrets of the Licensor.

4.       Term: Termination

The term of the Agreement and the licenses granted hereunder shall commence on
the Agreement Date specified in Exhibit A and continue until terminated as set
forth herein:

(a)      This Agreement may be terminated for the Database Update subscription
         only (Licensee may continue to use the Database in accordance with the
         terms of the Agreement):

         (i)      Unilaterally by the Licensor (other than for breach of this
                  Agreement by Licensee) upon ten (10) days advance written
                  notice Licensor shall refund to Licensee a prorated portion of
                  any UPDATE FEES paid in advance by Licensee;

         (ii)     Unilaterally by the Licensor in the event that any material
                  breach by Licensee remains uncured for fifteen (15) days after
                  written notice, via certified mail, thereof. Licensee shall
                  not be entitled to the return of any prepaid UPDATE FEES; or

         (iii)    Unilaterally by the Licensee for any reason upon ten (10) days
                  advance written notice (Licensee must receive written


<PAGE>
                  confirmation back from Licensor stating the effective date of
                  cancellation). Licensee shall not be entitled to the return of
                  any prepaid UPDATE FEES.

(b)      This Agreement may be terminated for the Database (which will also
         cancel the Database Update subscription):

         (i)      With the mutual written consent of both parties;

         (ii)     Unilaterally by the Licensee for any reason upon ten (10) days
                  advance written notice; or

         (iii)    Unilaterally by the Licenser in the event that any material
                  breach by Licensee remains uncured for fifteen (15) days after
                  written notice, via certified mail, thereof.

5.       Warranty

(a)      Licensor warranties that the media on which or transmission by which
         the Database or Database Update are delivered will be free from
         defects. Licensor's sole obligations under the foregoing warranty are
         limited to:

         (i)      Replacement of any defective media;

         (ii)     Retransmission of the Database or Database Update; or

         (iii)    Termination of this Agreement and refunding a pro-rated
                  portion of any FEES paid in advance by Licensee.

(b)      EXCEPT AS SET FORTH IN SECTION 5(a) ABOVE:

         (i)      THE DATABASE AND DATABASE UPDATES ARE PROVIDED "AS IS" AND
                  LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT
                  TO THE CONTENT, SUFFICIENCY, ACCURACY, COMPLETENESS OR
                  CURRENTNESS THEREOF; OR

         (ii)     LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS, IMPLIED OR STATUTORY
                  WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.       Limitations of Liabilities

(a)      IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR THE RESULTS OF
         LICENSEE'S USE OF THE DATABASE, FOR ANY IMPAIRMENT OF LICENSEE'S
         ABILITY TO CONDUCT ITS BUSINESS AS A RESULT OF ITS USE OR INABILITY TO
         USE THE DATABASE. NEITHER PARTY SHALL BE LIABLE FOR ANY LOSSES OR
         DAMAGES, WHETHER DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR
         CONSEQUENTIAL, ARISING FROM THIS AGREEMENT; THE DESIGN, CONTENT,
         OPERATION OR USE OF THE DATABASE; OR FOR ANY ERRORS OR OMISSIONS
         CONTAINED THEREIN, REGARDLESS OF THE CAUSE, THE CIRCUMSTANCES, OR THE
         FORM OF THE ACTION.

(b)      IN NO EVENT WILL LICENSOR'S LIABILITY TO LICENSEE FOR ANY CLAIMS,
         LOSSES OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT,
         TORT OR OTHER FORM OF ACTION, EXCEED THE LICENSE FEE SPECIFIED IN
         FEES--LINE 1 OF EXHIBIT A.

(c)      THE PROVISIONS OF THIS SECTION 6 SHALL NOT APPLY TO ANY BREACH BY
         LICENSEE OF THE TERMS Of THE LICENSE GRANTED IN SECTION 1 OF THIS
         AGREEMENT OR TO LICENSOR'S INDEMNITY OBLIGATIONS UNDER SECTION 8 BELOW.

7.       Amendment

Licensor may increase the UPDATE FEE upon written notice to Licensee provided at
least thirty (30) days prior to the end of the calendar quarter preceding the
calendar quarter in which the increase is to be effective.

8.       Indemnification

Licensee will at all times indemnify and hold harmless Licensor from any and all
claims, damages, liabilities, costs and expenses. including reasonable legal
expenses and attorneys fees, arising out of any claims involving Licensee's use
of the Database.

9.       Assignment

This Agreement may not be assigned by either party without the express written
consent of the other party; provided, however, that without Licensee's consent,
Licensor may assign its right to receive funds hereunder and may assign this
Agreement to an affiliate or subsidiary of Licensor.



<PAGE>
10.      Survival

Sections 6 and 7 of this Agreement will survive the expiration or termination of
the term of this Agreement.

11.      Tax Payer Identification Number

Licenser represents and warrants that its Tax Payer Identification Number is
942556440.

LICENSOR:                         LICENSEE:
Valley Media, Inc.                Name      Angelaudio.com Entertainment inc.
                                            ------------------------------------
1280 Santa Anita Court            Addr1:    723 Casino Center Blvd., 2nd Floor
                                            ------------------------------------
                                            ------------------------------------
Woodland, California 95776        Addr2:    1461 D Ellis St. Kelowna, B.C.,
                                            Canada V1Y2A3
                                            ------------------------------------
                                  City/ST/Zip: Las Vegas, NV 89101-6716
                                               ---------------------------------
By: /s/ Nais Moore Jiminez        By:  /s/ John Karroll
   -----------------------------     -------------------------------------------
Its: Director News Media          Its:  President/Director
    ----------------------------     -------------------------------------------

--------------------------------------------------------------------------------