EXHIBIT 10.1
CONFIDENTIAL

                 DISTRIBUTION AND FULFILLMENT AGREEMENT
                 --------------------------------------

     This DISTRIBUTION AND FULFILLMENT AGREEMENT (the "Agreement") is
made as of Nov. 29, 1999 (the "Effective Date") by and between N-GEN
SOLUTIONS, a Colorado corporation, with its principal place of business
at PO Box 1117, Longmont, Colorado 80502 (the "Seller"), and INGRAM
ENTERTAINMENT INC., a Tennessee corporation, with its principal place of
business at Two Ingram Boulevard, La Vergne, Tennessee 37089 (the
"Distributor").

     1.   DEFINITIONS.

          1.1  "Back Ordered Products" means Products that Distributor
     does not have in stock in its shipping facilities at the time an
     Order is submitted for them.

          1.2  "Business Day" means a day on which Distributor regularly
     conducts business, excluding holidays.

          1.3  "Customer" means a person in the United States, its
     territories and protectorates, who orders Products from Seller's
     online retail store.

          1.4  "Damaged Products" means Products shipped by Distributor
     which are damaged during shipment to Customers to the extent that
     the Products cannot be used for their intended purpose.  Products
     damaged while in the care, custody, or control of the Customer are
     not Damaged Products for purposes of this Agreement.

          1.5  "Defective Products" means Products shipped by Distributor
     which contain manufactured defects which prevent them from being
     used for their intended purpose.

          1.6  "EDI" means electronic data interchange for transmitting
     data between computers via a value-added network (mailbox service
     provider) or via the Internet.

          1.7  "Electronic Report" means information provided
     electronically.

          1.8  "FTP" means file transfer protocol utilized to provide
     information necessary for placing orders with Distributor via a
     value-added network or the Internet.

          1.9  "Inserts" means custom insertions acceptable to
     Distributor which Seller delivers to Distributor at no expense to
     Distributor and which Seller requests to be included with Shipments.

          1.10 "Order" means a Product order placed by Seller in
     accordance with this Agreement.

          1.11 "Products" means Distributor's (or its vendors') products
     Seller may purchase pursuant to this Agreement.

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          1.12 "Shipment" means a shipment of Product by Distributor in
     response to an Order.

          1.13 "Shipping Facilities" means Distributor facilities in the
     United States designated from time-to-time by Distributor as direct-
     to-consumer distribution facilities.

          1.14 "Unmerchandisable Products" means Products shipped by
     Distributor which are shopworn and/or soiled.

     2.   ELECTRONIC DATA TRANSMISSION.  Electronic data transmissions
between Distributor and Seller shall be via EDI.  For EDI through a
value-added network, Seller will pay all usual and customary fees related
to transmission and retrieval through Seller's value-added network and
any related interconnect charges to or from Distributor's value-added
network.  Distributor will furnish Seller the specifications for FTP and
any other means of electronic data transmission (other than EDI).
Distributor may change those specifications from time-to-time on not less
than 30 days prior written notice to Seller.

     3.   FULFILLMENT SERVICES.

          3.1  ORDERS.  Seller will transmit, via electronic data
     transmission, Orders to Distributor.  Each Order shall contain the
     following information: (a) the Customer's name and complete shipping
     address; (b) the Distributor-approved shipping method to be used;
     (c) the text of any special messages to the Customer; and (d) the
     Products to be shipped and their quantity.

          3.2  FULFILLMENT.  After receipt of an Order, Distributor will
     endeavor to: (a) fill the Order from Products in stock at the
     Shipping Facilities; (b) print all packing slips excluding Inserts;
     (c) insert all packing slips and Inserts; (d) print and affix
     shipping labels in Shipments; (e) when made available by
     Distributor, print the text of any reasonable special message
     acceptable to Distributor on the standard packing slip requested by
     Seller in the order; (f) ship the Order to the Customer; (g) order
     from the vendor any Back Ordered Products and notify Seller that the
     Back Ordered Products are backordered (in which case Seller may, via
     electronic data transmission to Distributor, elect to terminate the
     Order with respect to the Back Ordered Products or in total); and
     (h) if not terminated as described in CLAUSE (g), ship any Back
     Ordered Products following their receipt by Distributor at the
     Shipping Facilities in accordance with the terms of this Section.
     Provided Distributor receives an Order and the related picking
     ticket is printed no later than 1:00 p.m., central time, and the
     product is available in stock, Distributor will use commercially
     reasonable efforts to ship the Order that same Business Day.  If the
     Order is received and the related picking ticket is printed after
     1:00 p.m., central time, and the product is available in stock,
     Distributor will use commercially reasonable efforts to ship the
     order the following Business Day.  If Distributor does not ship an
     Order as provided above, Distributor will notify Seller no later
     than the second following Business Day, and Seller may without
     obligation cancel the order by notice to Distributor via electronic
     data transmission.  Seller will also have the right to cancel an
     Order by notice to Distributor via electronic data transmission at
     any time prior to the printing or generation of the pick ticket with
     respect to that Order.  Seller will not be invoiced for cancelled
     Orders.  Seller will notify Customers of Order cancellations.

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          3.3  PACKING SLIPS.  Packing slips printed and inserted in
     Shipments by Distributor will be agreed upon in "look and feel" by
     Distributor and Seller, based on Seller's specification and
     Distributor's capability.

          3.4  SHIPMENT.  Distributor will use commercially reasonable
     efforts to ship Products in accordance with the Distributor-approved
     shipping methods specified by Seller in the Order.  Distributor will
     use commercially reasonable efforts to package all Shipments in a
     manner to prevent damage during shipment, the "look and feel" of
     which packaging will be agreed upon by Distributor and Seller, based
     on Seller's specifications and Distributor's capability.
     Distributor will cooperate with Seller in tracking any lost
     shipments and filing any related carrier claims.  Except as
     specifically set out in this Agreement, all shipping shall be at the
     expense of Seller.  The risk of loss for Products shall pass from
     Distributor when the Products are delivered to the carrier for
     shipment to the Customers.

          3.5  MASTER DATABASE LICENSE AGREEMENT.  This Agreement
     incorporates by reference the terms of the Master Database License
     Agreement in the form of EXHIBIT A hereto (the "Database License").
     The Database License describes the Products as of the most recent
     update of the Ingram Entertainment Inc. Master Database (the "Master
     Database") made available to Seller.  Distributor makes no
     representation or warranty as to the availability of any of the
     Products, whether or not included in the Master Database.

          3.6  REPORTS TO SELLER.

               (a)  Each Business Day, Distributor will furnish Seller
          Electronic Reports of the following: (A) all Shipments made
          that Business Day by Order number and tracking number (if
          available), all Products contained in each Order, and al Back
          Ordered Products by order number, and (B) Orders received, but
          not shipped, and the status of each such Order; and (C) all
          Product returns (identified by Return Authorization Number)
          processed by Distributor indicating quantity and item(s)
          received and other information in reasonably sufficient detail
          (i.e. Customer and invoice number) to allow Seller to properly
          credit Customers for such returns.

               (b)  On a monthly basis, Distributor shall provide a
          statement of account which details (i) all invoices sent to
          Seller during the prior calendar month; (ii) all payments
          received from Seller during the prior calendar month, and other
          credits made against Seller's payment obligations; and (iii)
          all unpaid invoices.

          3.7  LICENSE.  Seller hereby grants to Distributor all license
     to (a) distribute the Inserts in connection with the Products, and
     (b) use Seller's trademarks in accordance with Seller's
     specifications on Product invoices and other materials provided to
     Customers.

          3.8  NON-EXCLUSIVE DEALING.  Nothing in this Agreement requires
     Distributor to deal exclusively with Seller in any capacity.

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     4.   RETURNS.

          4.1  RETURNS GENERALLY.  (a) In order for returned Products
     (including Defective Products, Unmerchandisable Products, Damaged
     Products, and Products erroneously shipped to Customers) to be
     eligible for credit pursuant to this Agreement, Seller agrees to the
     following procedures:

               (i)  Seller will furnish each Customer desiring to return
          Products a return authorization number of no more than eight
          characters, all of which must be alpha numeric; and

               (ii) Seller will furnish to Distributor that authorization
          number; the Seller's account number; the item number(s) or UPC
          number(s) of he Products being returned; the quantity of each
          Product being returned; Seller's invoice number to which the
          return is to be applied; and the reason for the Product return
          (carrier damage, shipped in error, defective, Customer error,
          Customer change in preference, etc.).

     Within five Business Days of Distributor's receipt of the returned
     Products, all returned Products will be logged into Distributor's
     inventory, Seller will be issued a credit by Distributor for the
     lowest price per unit paid by Seller to Distributor for the returned
     Products (excluding freight and handling fees) or, if less, the
     current market value of those Products; PROVIDED, HOWEVER, that if
     Seller furnishes Distributor the applicable invoice number and the
     returned Products have been received by Distributor no more than 60
     days after the invoice date, such credit will be equal to the order
     or line item amounts for the returned Products shown on that
     invoice.  In the event of the return by Customers of Defective
     Products, Unmerchandisable Products, Products shipped erroneously to
     Customers, and/or Damaged products, the credit set out in this
     paragraph will include the freight costs initially charged to Seller
     by Distributor for those Products.  The credit set out in this
     paragraph will be reduced by any applicable processing fee described
     in SECTION 4.2. Distributor will provide Seller with information in
     reasonably sufficient detail (i.e. Sellers RA number and invoice
     number (if provided by Customer)) to allow Seller to properly credit
     Customer for such returns.  Credit memos for returns will be
     processed by Distributor and delivered to Seller within 15 days
     after Distributor's receipt of the returned Product.  Credits issued
     to Seller under any such credit memos will be applied immediately to
     payables incurred by Seller.  Seller will reimburse Distributor per
     normal payment terms set out in SECTION 5.3 for any freight costs
     charged to Distributor by the carrier due to Customer refusal to
     accept delivery of Products correctly shipped to the Customer which
     are then returned by the carrier to Distributor.  Distributor's sole
     liability for any Defective Products, Unmerchandisable Products,
     Products erroneously shipped to Customer, and/or Damaged Products
     will be acceptance of their return and issuance of the credit set
     out in this paragraph.  If Seller desires replacement of any of the
     four types of Products described in the preceding sentence, Seller
     will initiate a new order for the replacement Products.

          (b)  Distributor will not be obligated to accept any returns of
     Products submitted more than 60 days after shipment of such Products
     to a Customer, including

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     returns of Defective Products, Damaged Products, Unmerchandisable
     Products and/or erroneously shipped Products.

          4.2  PROCESSING FEE.  For returns of Products (other than
     returns of Defective Products, Unmerchandisable Products, Damaged
     Products, or Products erroneously shipped to Customers), Seller will
     pay Distributor a processing fee of $0.65 per unit for all units
     returned.  The processing fee will reduce the amount of any credits
     provided pursuant to SECTION 4.1.

          4.3  MINT, RESALABLE CONDITION.  All Product returned to
     Distributor (except for returns of Defective Products,
     Unmerchandisable Products, or Damaged Products) must be with the
     original packaging intact (including manufacturer's shrink wrap) and
     otherwise in mint, resalable condition.  No credit will be issued
     for any returned Product not in mint, resalable condition with the
     original packaging intact.

     5.   PAYMENT.

          5.1  PRICES.  Product prices to be paid by Seller to
     Distributor are set forth on EXHIBIT B.  Distributor may change such
     prices with 30 days' prior written notice.

          5.2  FEES.  Fees for services provided by Distributor to Seller
     are set forth on EXHIBIT C.  Distributor may change such fee amounts
     with 30 days prior written notice.

          5.3  PAYMENT TERMS.  Distributor will invoice Seller upon
     shipment of Product.  To the extent Seller establishes a credit line
     with Distributor, all invoices shall be due and payable thirty days
     from invoice date.  Distributor may establish a credit line for
     Seller based upon Seller's credit application and submission of
     financial data per Distributor's policies.  Seller understands that
     if a credit line with Distributor is established, it may be modified
     from time-to-time based upon Distributor's credit review and credit
     policies.  Any amounts not paid when due will be subject to a late
     charge of 1 1/2% per month (18% per annum) on the overdue balance
     (or, if less, the maximum amount permitted by applicable law).

          5.4  ADVERTISING.  Distributor will pass through to Seller a
     proportionate share of any co-op advertising or market development
     funds from vendors applicable to the Products.  All advertising must
     have prior approval of Distributor and the vendor to qualify for
     pass through.  In order to qualify for these funds, Seller
     acknowledges its understanding that it must provide Distributor and
     the vendor with acceptable proof of performance on forms and within
     the time frames specified by vendor.  Deductions for advertising
     prior to receipt of credit are prohibited.

     6.   DISCLAIMER.  DISTRIBUTOR PROVIDES ALL PRODUCTS, MATERIALS AND
SERVICES TO SELLER AND ITS CUSTOMERS "AS IS," AND DISTRIBUTOR DISCLAIMS
ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  However, the
foregoing disclaimer does not limit any warranties provided by Product
vendors to either Seller or its Customers.  To the extent any Order
includes a message

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from the Customer to the recipient of the Order, Seller acknowledges that
Distributor will not screen or review any such message and Seller agrees
to indemnify and hold harmless distributor from and for any claim
allegation, costs, loss, or liability of Distributor related to any such
message or its inclusion in any Order.  Each party acknowledges that it
has not entered into this Agreement in reliance upon any warranty or
representation except as specifically set forth herein.  DISTRIBUTOR HAS
NOT LICENSE OR PROVIDED AND DOES NOT HEREBY LICENSE OR PROVIDE SELLER THE
RIGHT TO USE ANY LOGO, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY OF
DISTRIBUTOR, ANY SUPPLIER OR VENDOR, OR ANY OTHER PARTY.

     7.   LIMITATION OF LIABILITY.  NEITHER DISTRIBUTOR NOR SELLER SHALL
BE LIABLE FOR PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
LOST PROFITS (INCLUDING DUE TO NEGLIGENCE) ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL DISTRIBUTOR BE LIABLE IN
AN AMOUNT GREATER THAN THE AMOUNTS ACTUALLY PAID BY SELLER TO DISTRIBUTOR
HEREUNDER.  THE ONLY LIABILITY DISTRIBUTOR WILL HAVE WITH RESPECT TO ANY
DEFECTIVE PRODUCTS, DAMAGED PRODUCTS, UNMERCHANDISABLE PRODUCTS, AND/OR
PRODUCTS ERRONEOUSLY SHIPPED WILL BE THE RETURN RIGHTS OF CUSTOMERS AND
THE OBLIGATION TO PROVIDE THE CREDITS DESCRIBED IN THIS AGREEMENT.

     8.   TERM AND TERMINATION.

          8.1  TERM.  Unless earlier terminated as specified below, this
     Agreement commences on the Effective Date and expires on the first
     anniversary of the Effective Date; PROVIDED, HOWEVER, that unless a
     party exercises its termination rights provided herein, the term
     shall be automatically renewed for successive one year periods.

          8.2  TERMINATION FOR CONVENIENCE.  Either party may terminate
     this Agreement at any time during any renewal term for its
     convenience upon 90 days prior written notice to the other.

          8.3  EVENT OF DEFAULT.  Either party may terminate this
     Agreement at any time during any renewal term for its convenience
     upon 90 days prior written notice to the other.

          8.3  EVENT OF DEFAULT.  Either party may terminate this
     Agreement immediately upon the occurrence of an Event of Default by
     the other party.  As used herein, an "Event of Default" means the
     defaulting party's failure to cure, after receipt of not less than
     30 days' prior written notice form the non-defaulting party, any of
     the following: (a) failure of the defaulting party to observe or
     perform any condition or obligation imposed on the defaulting party
     under this Agreement (including payment obligations); (b) breach of
     any warranty made by the defaulting party under this Agreement; or
     (c) filing of a voluntary petition in bankruptcy or having an
     involuntary petition filed against the defaulting party, or the
     execution of an assignment for the benefit of creditors of the
     defaulting party; PROVIDED, HOWEVER, that if a default is not
     capable of cure within the above 30 day period, the period will be
     extended until such cure can reasonably be accomplished or, if
     sooner, until the breaching party ceases to use diligent efforts to
     effect that cure.  The option to terminate this Agreement shall be
     in addition to, and not in lieu of, any other remedy available to
     the terminating party under this Agreement or at law or equity, all
     such remedies being cumulative.

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          8.4  EFFECT OF TERMINATION.  Upon expiration or termination, at
     Seller's option, Distributor will either (a) fulfill all pending
     Orders in accordance with their terms, in which case all applicable
     covenants and licenses under this Agreement shall survive to the
     limited extent necessary to fulfill such Orders, or (b) cancel all
     pending Orders and immediately refund any payments already made for
     such pending Orders and any credits due.  Absent election by Seller,
     Distributor may elect (a) or (b).  Further, the parties will
     promptly reconcile accounts payable and receivable and bring the
     balance owed, if any, current.  SECTIONS 2, 4, 6, 7, 8.4, 9, 10, 11,
     and 12 shall survive termination or expiration.

     9.   CONFIDENTIALITY.  The parties agree, during the term of this
Agreement and for the five year period following its termination or
expiration, to keep strictly confidential and not disclose to any party,
other than its agents, employees, contractors, or advisors, and then only
on a need to know basis after having informed such individuals of the
confidential nature of the information and such party's obligation to
protect that confidentiality and not to disclose such information except
as set out herein, the following: (a) any term or condition of this
Agreement or of any transaction entered into pursuant to it, or (b) any
information about the other party or its business, operations, products,
finances, customers, distributors, systems, budgets, or liabilities
obtained in connection with this Agreement or the transactions
contemplated by it.  Distributor further agrees that any Customer
information provided to Distributor by Seller for shipping purposes will
not be used for solicitation or any other purpose by Distributor.  The
provisions of this Section shall not apply to information which (w) is
already known to the receiving party or is publicly available at the time
of disclosure; (x) becomes publicly available after disclosure through no
act of the receiving party; (y) is disclosed by the disclosing party
without an obligation or reasonable expectation of confidentiality; or
(z) is required by law to be disclosed (after providing the disclosing
party the opportunity to seek a protective order at its expense).
Neither party shall issue any press release or similar publicity
statement concerning this Agreement's existence or terms without both
parties' prior approval.

     10.  COMPLIANCE WITH LAWS.  At its own expense, each party will
comply with all applicable laws and regulations regarding its activities
related to this agreement.

     11.  TAXES.  Seller is for all purposes the seller of the products
to its Customers and shall be responsible for any and all sales and
similar taxes arising from such sales.  SELLER SHALL FOREVER DEFEND,
INDEMNIFY, AND HOLD HARMLESS DISTRIBUTOR AND ITS AFFILIATES, AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND CONTRACTORS, FROM ANY AND
ALL SALES AND OTHER TAX LIABILITY ARISING FROM THE SALE OF PRODUCTS TO
THE CUSTOMERS, INCLUDING INTEREST, PENALTIES, AND RELATED CHARGES.

     12.  GENERAL PROVISIONS.

          12.1 GOVERNING LAW.  This Agreement will be governed and
     construed in accordance with the laws of the State of Tennessee
     without giving to conflict of laws principles.  Both parties submit
     to the jurisdiction and venue of the federal and state courts
     sitting in Nashville, Tennessee, and further agree that any cause of
     action arising under this Agreement shall be brought in such courts.

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          12.2 SEVERABILITY; HEADINGS.  If any provision herein is held
     to be invalid or unenforceable for any reason, the remaining
     provisions will continue in full force without being impaired or
     invalidated in any way.  Headings are for reference purposes only
     and in no way define, limit, construe or describe the scope or
     extent of such section.

          12.3 FORCE MAJEURE.  If performance hereunder is prevented,
     restricted or interfered with by any action or condition whatsoever
     beyond the reasonable control of a party, the party so affected,
     upon giving prompt notice to the other party, shall be excused from
     such performance to the extent of such prevention, restriction or
     interference.  Each party shall use commercially reasonable efforts
     to mitigate the effect of a force majeure.

          12.4 INDEPENDENT CONTRACTORS.  The parties are independent
     contractors, and no agency, partnership, joint venture, employee-employer
     or franchisor-franchisee relationship is intended or created by this
     Agreement.  Neither party shall make any warranties or representations
     on behalf of the other party.

          12.5 NOTICE.  Except as otherwise specified, any notices
     hereunder shall be given to the appropriate party at the address
     specified above or at such other address as the party shall specify
     in writing.  Notice shall be deemed given, upon personal delivery,
     if sent by fax, upon confirmation of receipt, if sent by certified
     or registered mail, postage prepaid, when sent; or if sent by
     overnight courier, upon receipt.

          12.6 ENTIRE AGREEMENT; WAIVER.  This Agreement sets forth the
     entire understanding and agreement of the parties, and supersedes
     any and all oral or written agreements or understandings between the
     parties, as to the subject matter of this Agreement.  Except as
     otherwise provided herein, it may be changed only by a writing
     signed by both parties.  The waiver of a breach of any provision of
     this Agreement will not operate or be interpreted as a waiver of any
     other or subsequent breach.

     "SELLER"                           "DISTRIBUTOR"

     N-GEN SOLUTIONS               INGRAM ENTERTAINMENT INC.

By: /s/ JOSEPH H. FORD             By: /s/ BOB GEISTMAN
   ---------------------------        ---------------------------
Print Name: Joseph H. Ford         Print Name: Bob Geistman
           -------------------                -------------------
Title: VP - Marketing              Title: VP-Business Development
      ------------------------           ------------------------



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                                EXHIBITS
                                --------

A.   Master Database License Agreement

B.   Product Pricing

C.   Fee









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                                EXHIBIT A
         MASTER DATABASE LICENSE AGREEMENT ("Database License")

For the set up fee of $5,000 and a monthly fee of $700 for subsequent
updates (so long as such updates are made available in the discretion of
Ingram Entertainment Inc.), Ingram Entertainment Inc. (the "Company") is
prepared to deliver to you the Ingram Entertainment Inc. Master Database,
including updates (collectively the "Material"), subject to the following
terms and conditions.

     1.   WAIVER OF FEES: Provided you use the Company as your primary
          supplier of pre-recorded video software, DVD software,
          audiobooks, and video game software, hardware, and accessories
          for the one-year period following the date you sign the
          agreement to which this Database License is an Exhibit, the
          Company will waive the above $5,000 set-up fee and the $700
          update fees.  Following that one-year period, the Company will
          waive the $700 update fees provided that at all times following
          that one-year period you have continued to use the Company as
          your primary supplier for above products.  In the event you do
          not use the Company as your primary supplier of those products
          during the initial one-year period of this Database License,
          you agree retroactively to pay the Company the above fee which
          the Company waived in anticipation of its primary suppler
          status.  If you fail to use the Company as your primary
          supplier after the first year, however, you will not be liable
          for the above retroactive payment.  Your obligation to use the
          Company as your primary supplier of the above products shall be
          subject to the following exceptions: (a) products not carried
          by the Company; (b) purchases of used products; (c) orders
          which the Company is unable to fill from inventory on hand or
          inventory with an expected delivery date to the Company of no
          more than 48 hours from the date of your order; (d) orders in
          excess of the credit limit extended to you by the Company,
          provided you are within your credit terms with the Company at
          the time of such order; or (e) products carried by the Company
          which are bundled as a unit with products not carried by the
          Company.

     2.   LIMITATION ON USE.  You may provide access to the Material
          available via kiosks, on-line services including electronic
          bulletin systems, and through Internet on-line search and query
          systems as appropriate to encourage the resale of products in
          the Material.  This excludes and prohibits the right to copy,
          distribute or sell the Material or portions thereof apart from
          your product(s) that may incorporate the Material (or portions
          thereof) as a component thereof.  A violation of the preceding
          sentence will terminate this Database License at which time you
          will agree to return the Material within 10 days of termination
          and to purge the Material entirely from your systems where the
          Material is stored and/or used.

     3.   CONFIDENTIAL INFORMATION.  As used herein, "Confidential
          Information" shall mean the Material and all extracts,
          analysis, summaries, reviews, and other items prepared by you
          which contain or are derived in any way from the Material.

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     4.   CONFIDENTIALITY OBLIGATION.  You agree with respect to the
          Material and Confidential Information that you (a) will not use
          it for any purpose except that which is expressly contemplated
          by this agreement; (b) will not assign or transfer it to any
          party (other than a successor to all or substantially all of
          your assets); and (c) will not disclose to any third party
          directly or indirectly that it was received from or is
          attributable to the Company.

     5.   NO REPRESENTATION.  You acknowledge that, while the Company
          believes the Material and Confidential Information to be
          generally reliable, none of the Company or its affiliates,
          employees, agents, or contractors has made or is hereby making
          any express or implied representation or warranty as to the
          accuracy or completeness of the Material or Confidential
          Information.  You further agree that none of them will have any
          liability to you for any errors or omissions in or related to
          it.  None of the Company or any of the above other entities or
          individuals has any obligation to inform you of or correct any
          errors or omissions in the Material or Confidential Information
          of which may have knowledge or become aware.








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                                EXHIBIT B

VIDEO: Seller will receive a discount of 9% off Dealer pricing on all
pre-recorded video software.

DVD: Seller will receive margin 8% pricing over Distributor's gross cost
on all DVD software.

VIDEO GAMES: Seller will receive margin 10% pricing over Distributor's
gross cost on all video game software.

AUDIOBOOKS: Seller will receive a discount of 38% off Retail pricing on
all audiobook software.









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                                EXHIBIT C


SET UP: None

FREIGHT: Manifested freight will be passed through to Seller.

HANDLING FEE: Seller will be charged $.65 per unit shipped to Customers.

INSERTS: Seller will be charged $0.05 per insertion for standard inserts
(such as small catalogs, single page information/promotion cards, etc.).
Non-standard inserts are priced on a per item basis.









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