<PAGE>

                                                                   EXHIBIT 10.19

                             FORBEARANCE AGREEMENT

THIS FORBEARANCE AGREEMENT ("Agreement") is dated as of March 9, 2000 between
Video City, Inc., a Delaware corporation with its principal executive offices at
370 Amapola Avenue, Suite 208, Torrance, California, 90501, (as a "Borrower" and
"Agent Borrower") and its wholly owned subsidiaries listed as "a Borrower" below
("Subsidiaries", and together with Video City, Inc., the "Borrowers") and Fleet
Retail Finance Inc. f/k/a BankBoston Retail Finance Inc., a Delaware corporation
with an address of 40 Broad Street, Boston 02109 (the "Lender").

                                   RECITALS

     A.   Lender and Borrowers are parties to the Loan and Security Agreement
(the "Loan Agreement") dated as of December 29, 1999, as amended from time to
time. Terms defined in the Loan Agreement are used herein as therein defined.

     B.   The Borrowers defaulted under the terms of the Loan Agreement and the
parties entered into a Forbearance Agreement dated as September 10, 1999. The
Forbearance Agreement has expired.

     C.   The Borrowers have requested that Lender forbear from exercising its
Rights and Remedies under the Loan Documents regarding such defaults and to
consent to the Borrowers entering into certain agreements with West Coast
Entertainment Corporation, a Delaware company ("West Coast"), and Marshall
Morgan, LLC (the "Consultants"), which will provide, inter alia, for the
Borrowers to provide interim management services to West Coast and assist West
Coast, in conjunction with the Consultants to sell certain of the stores owned
by West Coast, along with certain of the stores owned by the Borrowers. As an
accommodation to the Borrowers, Lender has agreed to the foregoing request,
subject in all respects, however, to the terms and conditions set forth in this
Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1.   Accuracy of Recitals. The parties hereto acknowledge and agree that
          --------------------
the foregoing Recitals are true and accurate.

     2.   Effective Date. This Agreement shall be effective upon receipt by the
          --------------
Lender of each of the following items: (i) a fully executed copy of this
Agreement, in form and substance satisfactory to the Lender in its sole
discretion; (ii) a fully executed copy of the Management Agreement (defined
below); (iii) an executed copy of the Engagement Letter (defined below); and
(iv) an executed copy of the Merger Agreement (defined below).

     3.   Acknowledgment of Indebtedness. The Borrowers acknowledge and agree
          ------------------------------
they are indebted to Lender under the Loan Documents in the following amounts
(plus accrued and unpaid legal fees and expenses):

     (a)  an aggregate principal amount of $10,247,077.35 (as of March 2, 2000);


                                       1
<PAGE>

     (b)  interest of $3,486.85 (as of March 2, 2000);
     (c)  costs and expenses of Lender of $7,226.96 (as of March 2, 2000);
     (d)  a remaining unpaid facility fee of $73,500.00;
     (e)  a line (unused) fee of $274.33 (as of March 2, 2000);
     (f)  a termination fee of $300,000.00; and

     4.   Default Rate.  The Lender has exercised its right to charge and
          ------------
collect the default rate of interest applicable to the Liabilities under the
Loan Agreement commencing as of the date of this Agreement. The lender shall not
charge the default rate retroactive prior to the date of which the default rate
was imposed.

     5.  Limitation on Borrowings.  Without in any way modifying the amount of
         ------------------------
the Loan Ceiling, which, subject to change by the Lender pursuant to the terms
of the Loan Agreement, remains Thirty Million Dollars ($30,000,000.00), the
aggregate of the balance of the Loan Account and the Stated Amount of all L/C's
shall be temporarily limited to Ten Million Seven Hundred and Fifty Thousand
Dollars ($10,750,000.00), or such lesser amount as the Lender may establish
following the occurrence of a New Default, defined in Section 10, below.

     6.  Availability Reserve.  Lender agrees that the Availability Reserve
         --------------------
established to address discrepancies in inventory reporting by the Borrowers
shall be reduced from five Hundred Thousand Dollars ($500,000.000) to Three
Hundred and Fifty Thousand Dollars ($350,000.000).

     7.  Financial Performance Covenants.  The Borrowers' compliance with the
         -------------------------------
financial performance covenants set forth in Exhibit 5-12(a) of the Loan
Agreement shall be suspended during the term of this Agreement. During the term
of this Agreement, the Borrowers shall observe and comply with the following
financial performance covenants. The financial performance covenants are based
upon the cash flow projections dated February 25, 2000 submitted to the Lender
by the Borrowers, a true copy of which is attached hereto as EXHIBIT "A".
Pursuant to Section 5.11(e) of the Loan Agreement, the Lender hereby signs-off
on such projections, which, shall hereinafter be considered the Business Plan
under the Loan Agreement.

     a.  The Borrowers shall not permit or suffer to exist their revenues to be
         less than 85% of the projected revenues, as calculable from the
         Business Plan. This revenue covenant shall be tested commencing March
         20, 2000 for the two week period ending March 17, 2000, on March 24,
         2000 for the three week period ending March 27, 2000, and on each week
         thereafter for the trailing four week period.

     b.  The Borrowers shall not permit or suffer to exist purchases (delineated
         as "Costs of Goods Sold" in its Business Plan) to be less than 85% of
         projected purchases, as calculable from the Business Plan. This
         purchases covenant shall be tested commencing March 20, 2000 for the
         two week period ending March 17, 2000, on March 24, 2000 for the three
         week period ending March 27, 2000, and on each week thereafter for the
         trailing four week period.

                                       2













<PAGE>

     C.    The Borrowers shall not permit or suffer to exist purchases from
           Ingraru Entertainment, Inc. or other reputable vendor/studio
           acceptable to the Lender in its reasonable discretion for prerecorded
           video cassettes, DVDs, video games, tapes, discs, and other products
           supplied by Ingram Entertainment, Inc. to the Borrowers in the
           ordinary course of the Borrowers' businesses to be less than
           $100,000.00 per week (tested on a rolling four week basis),
           commencing as of March 13, 2000 for the week ending March 10, 2000.

     d.    The Borrowers shall not permit or suffer to exist EBITDA, tested as
           of Monday of each fiscal week (tested on a rolling four week basis)
           ending the previous Friday, commencing as of March 27, 2000, to be
           less than 85% of a projected positive or more than 115% of a
           projected negative EBITDA, as calculable from the Business Plan.

     8.    Additional Financial Reporting.  In addition to any other weekly
           ------------------------------
financial reports the Borrowers are required to provide to the Lender pursuant
to the terms of the Loan Agreement, weekly, on the Tuesday of each week (as of
the then immediately preceding Saturday) the Borrowers shall provide the Lender
with an inventory roll forward report, with computer inventory control system
generated back-up documentation and actual weekly cash flow reports compared to
the projections attached hereto as Exhibit "A", in each case certified by the
Borrowers' President or Chief Financial Officer as to the accuracy thereof.
Additionally, the Borrowers shall provide the Lender with weekly certifications
as to the Borrowers' compliance or noncompliance with the financial covenants,
signed by the Borrowers' President or Chief Financial Officer. Such reports and
supporting documentation shall be in form and substance acceptable to Lender in
its sole discretion. Such report may be sent to the Lender by facsimile
transmission, provided that the original is forwarded to the Lender on the date
of such transmission. In addition to the foregoing financial reports regarding
the Borrowers, the Borrowers shall provide the Lender with copies of all
financial reports to be provided to West Coast under the terms of the Management
Agreement, when such reports are provided to West Coast.

     9.    Conditions Precedent. It shall be a condition precedent to the
           --------------------
effectiveness of this Agreement that the following events occur:

     a.    The Borrower shall have delivered to Lender an executed copy of that
certain Management Agreement by and between West Coast and the Video City Inc.
dated on or about March 3, 2000 (the "Management Agreement"), which Management
Agreement shall provide, among other things, that (i) the Borrowers will be paid
by West Coast a management fee of not less than $100,000.00 per week (or
$400,000.00) per month for the term of the Management Agreement, which fee shall
be paid before any SG&A expenses of West Coast and shall be deposited by
Borrower directly into the Concentration Account and (ii) the Borrowers will not
be obligated to provide any working capital funding, directly or indirectly, to
West Coast.

     b.     The Borrower shall have delivered to Lender an executed copy of that
certain engagement letter dated on or about March 3, 2000 by and between the
Consultant and Video


                                       3


<PAGE>

City, Inc. (the "Engagement Letter"), which provides for the retention of the
Consultant to assist the Borrowers with the marketing and selling of the
Borrowers' stores in a manner and for an amount that will be sufficient to
satisfy the Borrowers' obligations under Section 3 hereof.

     C.     The Borrowers shall have delivered to the Lender an executed copy of
that certain merger agreement dated on or about March 3, 2000 by and between
Video City, Inc. and West Coast (the "Merger Agreement").

     10.    Sale of Stores. Simultaneously upon the execution of this Agreement
            --------------
the Borrower shall engage the services of the Consultant for the purpose of
selling Stores in a number sufficient to generate proceeds sufficient to satisfy
all of the Borrowers' Liabilities to the Lender. To that end, on or before May
15, 2000, the Borrowers shall have delivered an executed purchase and sale
agreement, which (i) reflects a sale price (after payment of all transaction
costs) in an amount sufficient to satisfy all of the Borrowers' Liabilities to
the Lender and (ii) a closing to occur such that the Borrowers' Liabilities to
the Lender are paid in full, in cash, on or before July 31, 2000.

     11.    Past Due Rents and Sales Taxes. The Borrower represents that
            ------------------------------
through February 28, 2000 it owes $498,963.00 in past due rent and $727,374.00
in past due sales taxes. The Borrowers shall make sufficient provision in its
weekly cash flow expenditures to reduce these outstanding obligations by at
least $50,000.00 per week.

     12.    Forbearance Fee.  In consideration of the Lender's willingness to
            ---------------
enter into this Agreement, the Borrowers agree to pay the Lender a Forbearance
Fee, so referred to herein, in the amount of $250,000.00. The Borrowers hereby
authorize the Lender to charge the Loan Account with the Forbearance Fee upon
execution of this Agreement by the Borrowers and the Lender.

     13.    Acknowledgment Regarding Liabilities: Acknowledgment of Default
           --------------------------------------------------------------------
Under the Loan Documents. Borrowers acknowledge and agree that the amounts set
------------------------
forth in Section 2 above are due and owing to Lender without offset, claim or
defense in connection therewith, all of which Borrowers hereby waive. The
Borrowers acknowledge and agree that (i) the existing defaults under the Loan
Documents constitute material defaults under the Loan Documents, (ii) any
notices which must be given and any grace periods or cure periods which must
expire, prior to Lender exercising any of its rights and remedies in connection
with the Loan Documents, have been given, complied with and expired and, in any
event, are hereby waived by Borrowers, and (iii) as a consequence, Lender is now
entitled to immediately exercise all of its rights and remedies under the Loan
Documents, at law or in equity, including, without limitation, its rights to
declare all "Liabilities" (as defined in the Loan Agreement) to be immediately
due, payable and performable, except to the extent that Lender agrees to forbear
from existing those rights and remedies in this Agreement.

     14.    Forbearance: New Default. All rights and remedies of Lender in
            ------------------------
connection with the existing defaults under the Loan Documents are hereby
reserved, but, except as otherwise specifically provided herein, Lender agrees
to forbear from exercising its rights and remedies in connection with the
existing defaults under the Loan Documents until the earlier to occur of the

<PAGE>

following (a "Termination Event"): (i) July 31, 2000, provided however, this
date may be extended to August 25, 2000, if the Lender is satisfied, in its sole
discretion, that the closing of any sale of stores which will result in the
payment of the Liabilities will occur prior to August 15, 2000 or (ii) the
occurrence of a "New Default" (as defined below). For purposes of this
Agreement, the term "New Default" shall mean any failure of the Borrowers in the
performance of any of the terms or conditions of, or any breach of any
representation or warranty under, or any other default under this Agreement, the
Loan Documents, any other agreements, instruments or documents entered into in
connection therewith, except that "New Default" shall not include any of the
foregoing which have occurred prior to the date hereof, and of which Lender has
actual knowledge, prior to the date hereof. A "New Default" shall also include
any material payment defaults under the Management Agreement, the Consulting
Agreement, or the Merger Agreement. "New Default" shall also not include the
failure of Borrowers to make rental payments when due under Leases as
contemplated in the Business Plan; provided, however, that none of Borrowers'
lessors has made a written demand (whether by letter, the commencement of legal
proceedings or otherwise) for payment of the overdue rent, which demand is not
cured within ten (10) days, provided further, that the lessor has not taken any
step to distrain rent. Upon a Termination Event, Lender's agreement thereunder
to forbear from exercising its rights or remedies shall immediately terminate,
without the requirement of any demand, presentment, protest or notice of any
kind, all of which Borrowers hereby waive, and Lender may at any time thereafter
proceed to exercise any and all of its rights and remedies, including without
limitation, its rights and remedies in connection with the existing defaults
under the Loan Documents, all of which are hereby reserved.

     15.    Enforceability of Liabilities: Waiver and Consents. Borrowers agree
            --------------------------------------------------
that (i) the Liabilities are secured by the Collateral described in the Loan
Documents, (ii) the Loan Documents are in full force and effect, and enforceable
against Borrowers in accordance with their respective terms, (iii) the Borrowers
have no offsets, claims or defenses to or in connection with the Liabilities, or
the terms of the Loan Documents, all of which offsets, claims or defenses are
hereby waived. Borrowers hereby waive and affirmatively agree not to challenge
or otherwise pursue any and all defenses, affirmative defenses, counterclaims,
claims, cause of actions, setoffs or other rights that it may have as of the
date hereof relating to the Liabilities, the Loan Documents, or the Collateral
therefor, including, but not limited to, any right to contest the existing
defaults under the Loan Documents, the liens and security interests in favor of
Lender, or the conduct of Lender in administering any such indebtedness or
agreements.

     16.    Covenants, Representations and Warranties. The Borrowers hereby make
            -----------------------------------------
the following covenants, representations and warranties:

            16.1  Authority. The Borrowers are duly authorized to enter into,
                  ---------
and perform its obligations under, this Agreement and the agreements,
instruments and documents contemplated hereby. The execution, delivery and
performance by Borrowers of this Agreement will not violate any law or any
provision of, nor are there any grounds for acceleration under, any agreement,
note, or instrument which is binding upon Borrowers.







<PAGE>

              16.2 No Misrepresentations. Without limiting any rights or
                   ---------------------
remedies Lender may have under law or in equity, Borrowers agree that all
written statements and information provided by Borrowers to Lender pursuant to,
or in connection with, this Agreement or the negotiations leading to this
Agreement, have been true, complete and correct in all material respects, and
none of the same contain any material omissions of any fact or matter necessary
to keep the statements and information therein from being misleading.

              16.3 Indemnity. The Borrowers agree to indemnify and hold Lender
                   ---------
harmless from and against any and all losses, debts, damages, liabilities,
claims, demands, actions, causes of action, lawsuits, penalties, judgments,
costs and expenses (including, without limitation, attorneys' fees of counsel of
Lender's choice), of every nature and description, which Lender may sustain or
incur, based upon, arising out of, or in any way relating to any represenations
or warranties of Borrowers being untrue or misleading, or this Agreement.

        17.   Entitlement to Relief from Stay. Borrowers hereby acknowledge and
              -------------------------------
agree, in further consideration for the Lender entering into this Forbearance
Agreement, that, in the event that Borrowers shall make application for or seek
relief or protection under any of the sections of chapters of the Bankruptcy
Code, 11 U.S.C. (S) 101 et seq. (the "Code"), or in the event that any
involuntary petition is filed against the Borrowers under the Code and an order
for relief is entered as a result thereof, then the Lender shall thereupon be
entitled to immediate relief from any automatic stay imposed by Section 362 of
the Code, or otherwise, on or against the exercise of any and all of its rights
and remedies under this Agreement, the Loan Documents or under applicable law
based upon defaults which have occurred as of the date of this Agreement. This
entitlement shall be irrespective of any of the requirements of Section 362 of
the Code and the Lender will not be obliged to satisfy those requirements in
order to obtain relief from stay. Notwithstanding the foregoing, the Borrowers
specifically acknowledge that "cause" now exists and will continue to exist for
such relief within the meaning of Section 362(d) of the Code. Borrowers now
consent and will hereafter consent to any motion for relief from stay the Lender
may file and the Borrowers irrevocably waive and release any right to object to
such relief or to impede any of the Lender's remedies, including without
limitation any rights under Sections 362 and 105 of the Code. This provision is
a material inducement to the Lender in entering into the Forbearance Agreement.
The Lender, in turn, acknowledges that this paragraph shall not be construed as
a restriction or prohibition on the Borrowers' right to make application for or
seek relief or protection under the Code.

        18.   Release. In consideration for Lender entering into this Agreement,
              -------
Borrowers hereby release and forever discharge Lender, and its successors,
assigns, agents, shareholders, directors, officers, employees, agents,
attorneys, parent corporations, subsidiary corporations, affiliated
corporations, affiliates, and each of them, (and in the case of individuals, in
their individual capacity and as they have acted as agents of the Lender) from
any and all claims, debts, liabilities, demands, obligations, costs, expenses,
actions and causes of action, of every nature and description, known and
unknown, whether or not related to the subject matter of this Agreement, which
Borrowers now have or at any time may hold, by reason of any matter, cause or
thing occurred, done, omitted or suffered to be done prior to the date of this
Agreement. Borrowers waive the benefits of any law, which may provide in
substance: "A general release

                                       6







<PAGE>

does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known by him must
have materially affected his settlement with the debtor." Borrowers understand
that the facts which they believe to be true at the time of making the release
provided for herein may later turn out to be different than they now believe,
and that information which is not now known or suspected may later be
discovered. Borrowers accept this possibility, and Borrowers assume the risk of
the facts turning out to be different and new information being discovered; and
Borrowers further agree that the release provided for herein shall in all
respects continue to be effective and not subject to termination or rescission
because of any difference in such facts or any new information. This release is
fully effective on the date hereof. Lender is not releasing Borrowers from any
claims, debts, liabilities, demands, obligations, costs, expenses, actions or
causes of action.

        19.   General Provisions.
              ------------------

              19.1   Integration: Amendment: Waivers. This Agreement, and the
                     ------------------------------
Loan Documents set forth in full and terms of agreement between the parties
and are intended as the full, complete and exclusive contract governing the
relationship between the parties, superseding all other discussions,
promises, representations, warranties, agreements and the understandings between
the parties with respect thereto. No term of the Loan Documents may be modified
or amended, nor may any rights thereunder be waived, except in a writing signed
by the party against whom enforcement of the modification, amendment or waiver
is sought. Any waiver of any condition in, or breach of, any of the foregoing in
a particular instance shall not operate as a waiver of other or subsequent
conditions or breaches of the same or a different kind. Lender's exercise or
failure to exercise any rights under any of the foregoing in a particular
instance shall not operate as a waiver of its right to exercise the same or
different rights in subsequent instances. Except as expressly provided to the
contrary in this Agreement, or in another written agreement, all the terms,
conditions, and provisions of the Loan Documents shall continue in full force
and effect. If in this Agreement's description of an agreement between the
parties, rights and remedies of Lender or obligations of the borrower are
described which also exist under the terms of the other Loan Documents, the fact
that this Agreement may omit or contain a briefer description of any rights,
remedies and obligations shall not be deemed to limit any of such rights,
remedies and obligations contained in the other Loan Documents.

              19.2   Payment of Expenses. Without limiting the terms of the Loan
                     -------------------
Documents, Borrowers shall pay all costs and expenses incurred by or on behalf
of Lender (including attorneys' fees) arising under or in connection with the
Loan Documents, including without limitation, in connection with (i) the
negotiation, preparation, execution and delivery of this Agreement and the Loan
Documents, and any and all consents, waivers or other documents or instruments
relating thereto, (ii) the filing and recording of any Loan Documents and any
other documents or instruments or further assurances filed or recorded in
connection with any Loan Document, (iii) any other action reasonably required in
the course of administration hereof, including, but not limited to, all
reasonable out-of-pocket expenses incurred in connection with audits and
inspections, and (iv) the defense or enforcement of the Loan Documents, whether
or not there is any litigation between the parties. All costs and expenses shall
be added to the

                                       7
<PAGE>

Liabilities and the Borrowers authorize the Lender to charge the Loan Account
for such expenses.

              19.3   No Third Party Beneficiaries. Except as may be otherwise
                     ----------------------------
expressly provided for herein, this Agreement does not create, and shall not be
construed as creating, any rights enforceable by any person not a party to this
Agreement.

              19.4   Separability. If any provision of this Agreement is
                     ------------
held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall nevertheless
remain in full force and effect.

              19.5   Counterparts. This Agreement may be executed in any number
                     ------------
of counterparts, which together shall constitute one and the same agreement.

              19.6   Time of Essence. Time is of the essence in each of the
                     ---------------
Liabilities of the Borrowers and with respect to all conditions to be satisfied
by the Borrowers.

              19.7   Statute of Limitations. The Borrowers waive the benefit of
                     ----------------------
all statute(s) of limitations in any action or proceeding based upon or arising
out of this Agreement or the other Loan Documents.

              19.8   Construction: Voluntary Agreement: Representation by
                     ----------------------------------------------------
Counsel. This Agreement has been prepared through the joint efforts of all the
-------
parties. Neither its provisions nor any alleged ambiguity shall be interpreted
or resolved against any party on the ground that such party's counsel was the
draftsman of this Agreement. Each of the parties declares that such party has
carefully read this Agreement and the agreements, documents and instruments
being entered into in connection herewith and that such party knows the contents
thereof and sign the same freely and voluntarily. The parties hereto acknowledge
that they have been represented in  negotiations for and preparation of this
Agreement and the agreements, documents and instrument being entered into in
connection herewith by legal counsel of their own choosing, and that each of
them has read the same and had their contents fully explained by such counsel
and is fully aware of their contents and legal effect.

              19.9   Governing law: Forum Selection. This Agreement has been
                     ------------------------------
entered into and shall be governed by the laws of, the Commonwealth of
Massachusetts. As a material part of the consideration to the parties for
entering into this Agreement, each party (i) agrees that, at the option of the
Lender, all actions and proceedings based upon, arising out of or relating in
any way directly or indirectly to, this Agreement, or the Loan Documents, shall
be litigated exclusively in courts located in Suffolk County, Massachusetts;
(ii) consents to the jurisdiction of any such court and consent to the service
of process in any such action or proceeding (whether or not litigated in courts
located in Suffolk County, Massachusetts) by personal delivery or any other
method permitted by law; and (iii) waives any and all such rights to transfer or
to change the venue of any such action or proceeding to any court located
outside Suffolk County.

                                       8

<PAGE>

           19.10 Further Assurances. Borrowers agree to take all further actions
                 ------------------
and execute all further documents as Lender may from time to time reasonably
request to carry out the transactions contemplated by this Agreement.

           19.11 Notices. All notices, requests and demands to or upon the
                 -------
respective parties hereto shall be given in accordance with the Loan Agreement.

           19.12 Mutual Waiver of Right to Jury Trial. LENDER AND EACH
                 ------------------------------------
BORROWER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO:
(I) THIS AGREEMENT, OR ANY OF THE AGREEMENTS, INSTRUMENTS OR DOCUMENTS REFERRED
TO HEREIN; OR (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN
OR AMONG THEM; OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF LENDER OR ANY BORROWER
OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER
PERSONS AFFILIATED WITH THEM; IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING
IN CONTRACT OR TORT OR OTHERWISE.










              [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]


                                       9

<PAGE>

Executed under seal as of the date written above.

Video City, Inc. ("Borrower" and "Agent      Old Republic Entertainment, Inc.
Borrower")                                   ("Borrower")

          /s/ Robert Y. Lee                           /s/ Robert Y. Lee
---------------------------------------      -----------------------------------
By: Robert Y. Lee                            By: Robert Y. Lee
    -----------------------------------          -------------------------------
Title: CEO                                   Title: CEO
       --------------------------------             ----------------------------

Sulpizio One, Inc. ("Borrower")              Video Tyne, Inc. ("Borrower")

          /s/ Robert Y. Lee                           /s/ Robert Y. Lee
---------------------------------------      -----------------------------------
By: Robert Y. Lee                            By: Robert Y. Lee
    -----------------------------------          -------------------------------
Title: CEO                                   Title: CEO
       --------------------------------             ----------------------------


Videoland, Inc. ("Borrower")                 Video Galaxy, Inc. ("Borrower")

          /s/ Robert Y. Lee                           /s/ Robert Y. Lee
---------------------------------------      -----------------------------------
By: Robert Y. Lee                            By: Robert Y. Lee
    -----------------------------------          -------------------------------
Title: CEO                                   Title: CEO
       --------------------------------             ----------------------------

BANKBOSTON RETAIL FINANCE INC.
("Lender")


---------------------------------------
By:
    -----------------------------------
Title:
       --------------------------------


                           GUARANTOR ACKNOWLEDGEMENT

     For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned guarantor hereby irrevocably and
unconditionally acknowledges and confirms to the Lender that his guaranty of the
liabilities pursuant to the Limited Guaranty of Collection, dated as of
December 29, 1998 of the Borrowers continues in full force and effect and is a
valid and binding obligation of the undersigned guarantor in accordance with its
terms, that no defenses, offsets, claims, counterclaims exist with respect to
the guaranty, and that such guaranty is enforceable in accordance with its
terms, and guarantees and shall continue to guarantee in accordance with its
terms the performance of all amounts guaranteed thereby.

     Executed under seal as of the date written above,

                                             Guarantor:

                                                      /s/ Robert Y. Lee
                                             -----------------------------------
                                             Robert Y. Lee

Signature Page to Forbearance Agreement dated as of September 1999.

                                      10