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                                                                    EXHIBIT 10.5

                               VIDEO CITY, INC.
                      NONQUALIFIED STOCK OPTION AGREEMENT



  THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement"), is made as of the
_________ day of _______________, 1999 by and between Video City, Inc., a
Delaware corporation (the "Company"), and ________________ ("Optionee").

  R E C I T A L

  Pursuant to the [1996 or 1998] Stock Option Plan (the "Plan") of the Company,
the Board of Directors of the Company or a committee to which administration of
the Plan is delegated by the Board of Directors (in either case, the
"Administrator") has authorized the granting to Optionee of a nonqualified stock
option to purchase the number of shares of Common Stock of the Company specified
in Paragraph 1 hereof, at the price specified therein, such option to be for the
term and upon the terms and conditions hereinafter stated.

  A G R E E M E N T

  NOW, THEREFORE, in consideration of the promises and of the undertakings of
the parties hereto contained herein, it is hereby agreed:

  1.  Number of Shares; Option Price.  Pursuant to said action of the
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Administrator, the Company hereby grants to Optionee the option ("Option") to
purchase, upon and subject to the terms and conditions of the Plan, ___________
shares of Common Stock of the Company ("Shares") at the price of $ ______ per
share.

  2.  Term.  This Option shall expire on the day before the fifth anniversary of
      ----
the date of grant of the Option (the "Expiration Date") unless such Option shall
have been terminated prior to that date in accordance with the provisions of the
Plan or this Agreement.  The term "Affiliate" as used herein shall have the
meaning as set forth in the Plan.

  3.  Shares Subject to Exercise.  All Shares shall be subject to exercise
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immediately on the date hereof and during the term specified in Paragraph 2
hereof, provided that Optionee is then and has continuously been a director or
is otherwise providing services to the Company, or its Affiliate, subject,
however, to the provisions of Paragraph 6 hereof.

  4.  Method and Time of Exercise.  The Option may be exercised by written
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notice delivered to the Company at its principal executive office stating the
number of shares with respect to which the Option is being exercised, together
with:

      (A)  a check or money order made payable to the Company in the amount of

                                       1.
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the exercise price and any withholding tax, as provided under Paragraph 5
hereof; or

          (B)  if expressly authorized in writing by the Administrator, in its
sole discretion, at the time of the Option exercise, the tender to the Company
of shares of the Company's Common Stock owned by Optionee having a fair market
value not less than the exercise price, plus the amount of applicable federal,
state and local withholding taxes; or

          (C)  if expressly authorized in writing by the Administrator, in its
sole discretion, at the time of the Option exercise, the Optionee's full
recourse promissory note in a form approved by the Company; or

          (D)  if any other method such as cashless exercise is expressly
authorized in writing by the Administrator, in its sole discretion, at the time
of the Option exercise, the tender of such consideration having a fair market
value not less than the exercise price, plus the amount of applicable federal,
state and local withholding taxes.

Only whole shares may be purchased.

     5.   Tax Withholding. Should the Optionee become an employee of the Company
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and this Option remains in effect, as a condition to exercise of this Option,
the Company may require Optionee to pay over to the Company all applicable
federal, state and local taxes which the Company is required to withhold with
respect to the exercise of this Option. At the discretion of the Administrator
and upon the request of Optionee, the minimum statutory withholding tax
requirements may be satisfied by the withholding of shares of Common Stock of
the Company otherwise issuable to Optionee upon the exercise of this Option.

     6.   Exercise on Termination of Employment. If for any reason Optionee
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ceases to be a director of the Company or is not otherwise employed by the
Company or any of its Affiliates (such event being called a "Termination"), this
Option (to the extent then exercisable) may be exercised in whole or in part at
any time within three months of the date of such Termination, but in no event
after the Expiration Date. For purposes of this Paragraph 6, "employment"
includes service as a director or as a consultant or as an employee. For
purposes of this Paragraph 6, Optionee's employment shall not be deemed to
terminate by reason of sick leave, military leave or other leave of absence
approved by the Administrator, if the period of any such leave does not exceed
90 days or, if longer, if Optionee's right to reemployment by the Company or any
Affiliate is guaranteed either contractually or by statute.

     7.   Nontransferability.  Except with the express written approval of the
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Administrator, this Option may not be assigned or transferred except by will or
by the laws of descent and distribution, and may be exercised only by Optionee
during his lifetime and after his death, by his personal representative or by
the person entitled thereto under his will or the laws of intestate succession.

                                       2.
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     8.   Optionee Not a Stockholder.  Optionee shall have no rights as a
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stockholder with respect to the Common Stock of the Company covered by this
Option until the date of issuance of a stock certificate or stock certificates
to him upon exercise of this Option.  No adjustment will be made for dividends
or other rights for which the record date is prior to the date such stock
certificate or certificates are issued.

     9.   No Right to Employment. Should Optionee become an employee or
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consultant, nothing in the Option granted hereby shall interfere with or limit
in any way the right of the Company or of any of its Affiliates to terminate
Optionee's employment or consulting services at any time, nor confer upon
Optionee any right to continue in the employ of, or consult with, the Company or
any of its Affiliates.

     10.  Modification and Termination.  The rights of Optionee are subject to
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modification and termination in certain events as provided in Sections 6.1 and
6.2 of the Plan.

     11.  Restrictions on Sale of Shares. Optionee represents and agrees that
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upon his exercise of this Option, in whole or in part, unless there is in effect
at that time under the Securities Act of 1933 a registration statement relating
to the Shares issued to him, he will acquire the Shares issuable upon exercise
of this Option for the purpose of investment and not with a view to their resale
or further distribution, and that upon such exercise thereof he will furnish to
the Company a written statement to such effect, satisfactory to the Company in
form and substance. Optionee agrees that any certificates issued upon exercise
of this Option may bear a legend indicating that their transferability is
restricted in accordance with applicable state and federal securities law. Any
person or persons entitled to exercise this Option under the provisions of
Paragraphs 6 and 7 hereof shall, upon each exercise of this Option under
circumstances in which Optionee would be required to furnish such a written
statement, also furnish to the Company a written statement to the same effect,
satisfactory to the Company in form and substance.

     12.  Plan Governs.  This Agreement and the Option evidenced hereby are made
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and granted pursuant to the Plan and are in all respects limited by and subject
to the express terms and provisions of the Plan, as it may be construed by the
Administrator.  Optionee hereby acknowledges receipt of a copy of the Plan.

     13.  Notices. All notices to the Company shall be addressed to the
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Corporate Secretary at the principal executive office of the Company at 370
Amapola Avenue, Suite 208, Torrance, California, 90501, and all notices to
Optionee shall be addressed to Optionee at the address of Optionee on file with
the Company, or to such other address as either may designate to the other in
writing. A notice shall be deemed to be duly given if and when enclosed in a
properly addressed sealed envelope deposited, postage prepaid, with the United
States Postal Service. In lieu of giving notice by mail as aforesaid, written
notices under this Agreement may be given by personal delivery to Optionee or to
the Corporate Secretary (as the case may be).

                                       3.
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     14.  Sale or Other Disposition.  If Optionee at any time contemplates the
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disposition (whether by sale, gift, exchange, or other form of transfer) of any
Shares acquired by exercise of this Option, he or she shall first notify the
Company in writing of such proposed disposition and cooperate with the Company
in complying with all applicable requirements of law, which, in the judgment of
the Company, must be satisfied prior to such disposition.

     15.  Corporate Transactions.  In the event of a Corporate Transaction (as
          ----------------------
defined below), the Administrator shall notify Optionee at least 30 days prior
thereto or as soon as may be practicable.  To the extent not previously
exercised, this Option shall terminate immediately prior to the consummation of
such Corporate Transaction unless the Administrator determines otherwise in its
sole discretion; provided, however, that the Administrator, in its sole
discretion, may permit exercise of this Option prior to its termination, even if
this Option would not otherwise have been exercisable.  The Administrator may,
in its sole discretion, provide that this Option shall be assumed or an
equivalent option substituted by an applicable successor corporation or any
Affiliate of the successor corporation in the event of a Corporate Transaction.
A "Corporate Transaction" means a liquidation or dissolution of the Company, a
merger or consolidation of the Company with or into another corporation or
entity, a sale of all or substantially all of the assets of the Company, or a
purchase or other acquisition of more than 50 percent of the outstanding capital
stock of the Company in a single transaction or a series of related transactions
by one person or more than one person acting in concert.

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                                       4.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                               VIDEO CITY, INC.



                               By__________________________
                                 Name:
                                 Title:


                               OPTIONEE



                               By__________________________



                               Address:

                               ____________________________
                               ____________________________
                               ____________________________

                               ____________________________
                               Social Security Number

                                       5.