AGREEMENT


This Agreement (Agreement') made as of the 22 day of October, 2001 ("Effective
Date") by and between Old Glory Boutique Distributing Inc. ("Old Glory"), a
Connecticut corporation having its principal place of business located at 90
Knothe Rd., Westbrook, CT 06498 and ARTISTdirect, Inc., a California corporation
with its principal place of business located at 5670 Wilshire Blvd., Suite 200,
Los Angeles, California 90036 ("AD") (each, a "Party," and collectively, the
"Parties").

WHEREAS, the Parties desire to enter into an agreement whereby, Old Glory shall
provide product sourcing to and product distribution for music-related
merchandise ("Merchandise") that AD will sell through its website currently
titled "Artistdirect.com" (the "AD Site") and any off line distribution as the
Parties may mutually agree.

NOW, THEREFORE, In consideration of the mutual promises and covenants
hereinafter made, the Parties agree as follows:

1.    Product Sourcing by Old Glory

      a.    Old Glory shall provide certain Merchandise, which Merchandise will
be mutually agreed upon from time to time by Old Glory and AD, from Old Glory's
current inventory, to AD for AD's sale to its customers through the AD Site. Old
Glory will provide a list of available inventory at the URL *****. In addition,
Old Glory may procure products specially requested by AD during the Term. The
Parties shall mutually determine the cost of such exclusive, specially requested
products.

      b.    Old Glory may, in its sole discretion, and upon thirty (30) days
prior written notice to AD, exclude certain items of its available Merchandise
offering from AD. In addition, Old Glory may exclude items due to lack of
availability or manufacturers inability to ship.

2.    Product Distribution by Old Glory

      a.    Old Glory shall provide all pick, pack, and ship functions for
Merchandise, including, but not limited to: receiving, tagging, packaging, put
away, picking, printing of invoices, packing, and shipping. In addition, Old
Glory will be responsible for handling all customer returns, subject to Section
4 below. All invoices and mailing labels will show only AD's contact
information, including, but not limited to, company name, address, telephone
number, and AD Site address, without any reference to Old Glory.

      b.    Old Glory shall I provide technical and informational support to AD
and AD's third party customer service provider and merchandising group, as
necessary, to support AD's online retail offering of the Merchandise on the AD
Site. (For example, such support may


--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       1
<PAGE>
include providing AD or AD's vendor with information on the availability of
specific items of Merchandise.) Additionally, Old Glory shall provide at least
***** dedicated account ***** for the purpose of supporting AD's merchandising
and customer service activities.

      c.    Old Glory shall provide AD with the ability to transmit and confirm
Merchandise orders electronically, and Merchandise inventory look up
capabilities for the purpose of order inquiry and AD Site maintenance.

      d.    During the term of this Agreement Old Glory shall create a ***** for
consumers that AD may pass through to its consumers if AD chooses to participate
in such *****.

      e.    Old Glory shall create the functionality described in this Section 2
in accordance with the Technical Requirements set forth in Attachment A. In
addition, the services described in this Section 2 shall conform to the Service
Level Agreement set forth in Attachment B.

      f.    Old Glory shall use its best efforts to ship all orders received by
Old Glory by 3:00 p.m. Eastern Time, Monday through Thursday, the same day. All
orders received after 3:00 p.m. Eastern Time, Monday through Thursday, shall be
shipped the following day. All orders received after 3:00 p.m. Eastern Time on
Friday shall be shipped on the following Monday, unless Old Glory elects to ship
such order sooner.

      g.    Old Glory shall notify AD, in writing, of any changes and/or
adjustments to the schedule set forth in Section 2(f) at least seven (7) days
prior to any such change and/or adjustment.

      h.    Old Glory shall use its best efforts to completely ship *****% of
all orders within twenty-four hours of its receipt of such orders. In addition
Old Glory shall use its best efforts to report to AD on a daily basis any orders
not shipped completely, including information regarding when the balance of any
such incomplete order will be shipped, or if AD ought to notify the customer
that the balance of the order can not be shipped and therefore will be
cancelled, excluding prebook items, and special request and special delivery
items.

3.    Fees and Costs

      a.    In consideration of Old Glory's services as set forth in this
agreement, AD will pay Old Glory for any Merchandise that Old Glory procures and
distributes pursuant to this agreement at Old Glory's retail price for such
Merchandise *****. Old Glory's "retail price" is defined as the retail selling
price for Merchandise listed on the website located at ***** (the "Old Glory
Site"), which list will be maintained and updated regularly by Old Glory during
the Term.

      b.    Notwithstanding the foregoing, during the first sixty (60) days
after the commencement of the term of this agreement Old Glory will sell
Merchandise that it provides to AD hereunder, at Old Glory's retail price for
such Merchandise ***** to help defer the initial

--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       2
<PAGE>
set-up costs of entering into this agreement with AD. For the avoidance of
doubt, except as expressly set forth herein, all other costs associated with any
technology or set-up will be borne by the Party incurring such costs.

      c.    AD will pay actual shipping costs, without mark-up resulting from
the distribution of Merchandise hereunder by United States Postal Service,
Federal Express, Airborne, and United Postal Service. Old Glory will invoice AD
for such costs in accordance with the attached shipping costs table attached
hereto as Attachment C.

      d.    "Tyvec" shipping envelopes will be considered standard packaging,
and Old Glory will not charge AD any fees for such packaging. AD will pay all
costs associated with invoices and/or shipping labels that include the
proprietary trademarks, service marks, and/or trade names of AD.

      e.    In addition to the fees set forth above, Old Glory will charge AD a
fee of ***** ($*****) (the "Distribution Fee") for each order fulfilled and
shipped by Old Glory pursuant to this agreement, which fee amounts Old Glory
will calculate as of the end of each calendar week during the Term. The weekly
billing period will run from Friday 9:00 a.m. Pacific Time through Friday 8:59
a.m. Pacific time, and Old Glory will submit invoices for each billing period on
the last Friday of each billing period no later than 12:00 p.m. Pacific Time. AD
will pay such invoices on net ten (10) day terms. Notwithstanding the foregoing,
the individual orders that require more than one shipment will entitle Old Glory
to ***** Distribution Fee.

4.    Payment on Account

On even date hereof, AD will pay on account to Old Glory the sum of $***** an
amount representing ***** projected average billings from Old Glory to AD.
Thereafter, on a monthly basis, AD will adjust its ***** payments to Old Glory
to adjust the amount on account up or down, depending upon Merchandise sales
volume, in order to equate to an approximate (+/- *****%) trailing ***** sales
average. For example, if the first week's billings from Old Glory to AD are
$*****, AD will remit to Old Glory an amount equal to $***** on the payment
terms set forth herein. If at the end of the first calendar month of the Term,
the average weekly billings are $***** per week, AD will increase the payment on
account by $*****. If the billings are $***** per week, AD will take a credit of
$***** against amounts otherwise due hereunder. After 180 days, AD will have the
right to take a credit against amounts due Old Glory hereunder up to the amount
remaining on account.

5.    Returns

In addition to the fees set forth above, Old Glory will charge AD a fee of *****
($*****) (the "Return Fee") for each Merchandise return by an AD Site customer,
which return is not due to a shipping error or Merchandise damage. The Return
Fee includes all fees associated with preparing return packages to customers.
Old Glory will issue full credit to AD for orders shipped

--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       3
<PAGE>
in error or for damaged Merchandise. The determination as to the basis of any
returns will be based upon Old Glory's customer service return codes. For
purposes of this Section 5, "full credit" will mean the *****.

6.    Insertions

      a.    In each order shipped by Old Glory pursuant to this agreement, Old
Glory shall include one (1) paper insert at AD's request. Any additional mailing
cost as a result of such insert will be AD's responsibility.

      b.    In the event that AD chooses to insert products in any orders
hereunder, Old Glory shall charge AD ***** ($*****) per unit inserted, or *****
percent (*****%) of AD's revenue derived from such orders that include product
inserts. Any additional shipping costs incurred as a result of such insertions
will be borne by AD, or offset by the manufacturer. In the event that AD, in
cooperation with a third party manufacturer, requests that Old Glory participate
in any insertion program developed by AD, the Parties shall mutually agree upon
the terms of Old Glory's involvement in any such insertion program.

7.    Exclusivity

During the term of this Agreement, Old Glory shall not solicit or enter into any
agreement with any third party artist, third party artist manager or management
company, or third party record label, for the purpose of establishing an
"official" artist online store or an online store linked to, or accessible
directly through an artist's website.

8.    Term and Termination

      a.    The initial term of the agreement shall be six (6) months and shall
commence on November 1, 2001. The Agreement shall automatically renew for two
(2) successive one (1)-year periods unless either Party gives the other Party
written notice of its intent not to renew the agreement no less than ninety (90)
days before the end of the initial term or any extended term. Notwithstanding
anything herein stated to the contrary, this Agreement shall not be
automatically renewed unless, additionally, the Parties have renegotiated
paragraph 4 above and have both agreed in writing to any modifications of same.

      b.    Notwithstanding anything to the contrary herein, at any time, either
party may terminate this Agreement upon no less than ninety (90) days' prior
written notice to the other party for any reason or no reason at all.

9.    Confidentiality

         The terms and provisions of this Agreement shall be kept confidential
by both Parties and shall not be disclosed by either Party to any third party
except as may be required by any court

--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       4
<PAGE>
order or governmental agency, and except to a party's accountants, auditors,
agents, and legal counsel on a need-to-know basis.

10.   Other Terms

      a.    Rights in User Data and Other Intellectual Property. Old Glory
hereby agrees and acknowledges that, as between Old Glory and AD, all right,
title and interest in (i) all customer data generated in connection with this
agreement, whether by Old Glory employees or representatives, or such employees
or representatives working with AD, and (ii) any intellectual property of AD,
including trademark rights, copyrights, rights of publicity, patent rights and
any and all other intellectual property rights of whatever kind or nature
therein and thereto, shall be solely and exclusively owned by AD throughout the
universe and in perpetuity.

      b.    Default. Any of the following will constitute a "Default" under this
Agreement:

            (i)   a material breach by either Party of this Agreement;

            (ii)  AD's failure to perform its payment obligation, which
                  continues without cure for a seven (7) day period written
                  notice thereof;

            (iii) the filing of a petition for bankruptcy by a Party, the
                  insolvency of a Party, or the filing of an involuntary
                  petition for bankruptcy against a Party which is not dismissed
                  within thirty (30) days of such filing;

            (iv)  the mutual agreement in writing by both Parties; or

            (v)   any representation, warranty, or certificate given or
                  furnished by either Party shall prove to be materially false
                  as of the date that such warranty, representation or
                  certification was given.

      c.    Assignment. The Agreement will be binding upon and inure to the
benefit of each Party's respective successors and lawful assigns; provided,
however, that neither Party shall assign the Agreement nor transfer any of its
rights and/or obligations hereunder without the written consent of the other
Party; further provided, however, that either Party, without the written consent
of the other Party, may assign its rights and obligations under the Agreement to
an entity that acquires all or substantially all of such Party's business stock
or assets. After notice of such is given to the other Party. Any attempted
assignment, sublicense, transfer, encumbrance or other disposition by either
Party in violation of this Section shall be null and void and of no effect and
shall constitute a breach of the Agreement, for which the sole remedy of the
non-breaching Party's shall be the termination of this Agreement.

      d.    Disclaimer. Old Glory shall utilize good faith commercially
reasonable efforts to perform its obligations here, and simple or non-negligent
errors should not rise to the level of material default. Old Glory shall not be
responsible for the verification or review of the accuracy, relevance, or
legality of information provided by AD for communication or use in the
performance of Services and, so long as Old Glory uses such information in
accordance with AD's directions, AD waives any claim related thereto.


                                       5
<PAGE>
      e.    Limitation of Liability. NEITHER OF THE PARTIES HERETO SHALL HAVE
ANY LIABILITY TO THE OTHER PARTY HERETO OR TO ANY THIRD PARTY FOR ANY INDIRECT,
SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES ARISING UNDER
THE TERMS OF THIS AGREEMENT, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF
SUCH DAMAGES, EXCEPT IN INSTANCES OF FRAUD AD acknowledges that nothing in this
Agreement shall be deemed to establish a contractual or other legally
recognizable relationship between Old Glory and a customer, it being agreed that
the Services provided hereunder are for AD's benefit.

      f.    Miscellaneous

            (1) This Agreement, its performance, and all suits and special
proceedings pursuant to this Agreement will be construed in accordance with the
laws of the State of California. Any controversy or claim arising out of or
relating to this Agreement, or the breach of this Agreement, shall be brought
only on the State and/or Federal Courts located in: (a) Los Angeles, California
if brought by Old Glory, or (b) Hartford, Connecticut if brought by AD. (2) No
waiver or modification of this Agreement or any covenant, condition or
limitation contained herein shall be valid unless in writing and executed by
both Parties. (3) Should any part of this Agreement be held unenforceable or in
conflict with the applicable laws or regulations of any jurisdiction, the
invalid or unenforceable part or provision shall be replaced with a provision
which accomplishes, to the extent possible, the original business purpose of
such part or provision in a valid and enforceable manner, and the remainder of
this Agreement shall remain binding upon the Parties. (4) Each party
acknowledges that it has read this Agreement, understands it, and agrees to be
bound by its terms. (5) This Agreement represents the entire understanding of
the parties with respect to the subject matter hereof and supersedes all prior
agreements, negotiations, understandings, representations, statements and
writings between the parties relating thereto with regard to the subject matter
hereof. (6) All powers and remedies given by this Agreement shall be cumulative
and in addition to those provided by law. (7) This Agreement may be executed in
several counterparts, each of which shall be deemed an original for all
purposes. (8) Neither failure nor delay on the part of one Party in exercising
any right under this Agreement shall operate as a waiver of such right, nor
shall any single or partial exercise of any such right preclude any further
exercise thereof or the exercise of any other right.

      g.    Indemnification. Each party agrees to defend, indemnify and hold
harmless the other party and its successors, and assigns, from and against any
and all third-party claims, liabilities, costs and expenses (including
attorneys' and accountants' fees reasonably incurred) in connection with any
material breach of the provisions of this Agreement by the other party (the
"Indemnifying Party"). The "Other Party" (i.e., the party entitled under this
Section) to be indemnified) shall not settle any claim without first notifying
the Indemnifying Party of terms of any proposed settlement and obtaining its
prior written consent thereto; however, if the Indemnifying Party does not wish
to consent to the proposed settlement, it shall nevertheless be deemed to have
consented thereto unless the Indemnifying Party posts, within ten (10) days
after such notice, a bond, satisfactory to the Other Party in its reasonable
discretion, to assure the Other Party of reimbursement for all damages,
liabilities, costs and expenses (including legal expenses and counsel fees
reasonably incurred) that the Other Party, in its reasonable business judgment,
will incur as a result of such a claim. The Indemnifying Party shall, upon
demand, pay the person or entity being indemnified hereunder for any payment
made or required to be made


                                       6
<PAGE>
by such person or entity at any time (including after the Term) in respect of
any liability, damage, or expense to which the foregoing indemnity relates.

      h.    Notice. All notices given to the parties hereunder and all
statements and payments hereunder shall be addressed to the parties at the
address set forth below or at such other address as shall be designated by the
parties in writing from time to time:

            If to AD:

            ARTISTdirect, Inc.
            5670 Wilshire Boulevard, Suite 200
            Los Angeles, California 90036
            Attn:  Legal & Business Affairs Department
            Fax:   (323) 634-4299

            If to Old Glory:

            Old Glory Boutique Distributing Inc.
            90 Knothe Rd.
            PO Box 1040
            Westbrook, CT 06498-1040
            Fax:   (880) 399-7786

All notices shall be in writing and shall be personally delivered, or served by
certified mail, return receipt requested, or by overnight mail service such as
Federal Express, all charges pre-paid. Except as otherwise provided herein, such
notices shall be deemed given three days after mailing or delivery to an
overnight mail service, all charges prepaid, except that notices of change of
address shall be effective only after actual receipt thereof. The failure of the
recipient to accept or receive notice given by certified mail, return receipt
requested, postage pre-paid, shall not affect the validity of the notice.

      i.    Force Majeure. The Parties shall be excused for the period of any
delay in the performance of any obligations hereunder when prevented from doing
so by cause or causes beyond either party's control which shall include, without
limitation, all labor disputes, civil disturbance, war, warlike operations,
invasions, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fires or other casualty, inability to
obtain any material or service or acts of God. Nothing contained in this
paragraph shall excuse AD from paying in a timely fashion any payments due under
the terms of this Agreement.

(signatures follow)


                                       7
<PAGE>
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
as of the dates set forth below.

ARTISTdirect, INC.                          OLD GLORY Boutique Distributing Inc.


By:  /s/ THOMAS F. FUELLING                 By:  /s/ GLENN MORELLI
   --------------------------------            ---------------------------------
Print Name:  THOMAS F. FUELLING             Print Name:  GLENN MORELLI
           ------------------------                    -------------------------
Title:  EVP, FINANCE & OPERATIONS           Title:  President/CEO
      -----------------------------               ------------------------------
Date:           10/23/01                    Date:             10/22/01
     ------------------------------              -------------------------------


                                       8
<PAGE>
                                  ATTACHMENT A


                             TECHNICAL REQUIREMENTS



1.    Old Glory will provide electronic transaction interfaces to its technology
system for the purposes of fulfilling its obligations as set forth in this
Agreement. Old Glory will provide AD access to its technology through a two
(2)-phase process as follows:

      a.    Phase One

      i.    Upon execution of this Agreement, Old Glory will provide AD with a
      dedicated PC computer and printer that matches certain technical
      specifications to be provided by AD, including, but not limited to, a
      dedicated Internet link capable of 3DES VPN connectivity, at Old Glory's
      warehouse facility, which computer and printer will have access to AD's
      e-commerce software, SAP, for the purpose of printing AD's Merchandise
      orders pursuant to this Agreement. Old Glory will manually acknowledge,
      pick, pack, and ship such orders.

      ii.   Phase One technology will include the capability to accomplish the
      following:

            A.    Inventory Inquiry From AD. Old Glory will develop a real-time
      interface, which interface will, upon query, return current inventory
      information for a requested SKU that will allow AD to present availability
      information to consumers in accordance with mutually agreed business
      rules.

            B.    Order Inquiry From AD. Old Glory will develop a real-time
      interface capable of responding with fulfillment status information for a
      requested order that will allow AD to present availability information to
      the consumer in accordance with mutually agreed business rules.

      b.    Phase Two

      i.    Upon execution of this Agreement, Old Glory will develop technology
      interfaces to accomplish the following:

            A.    Old Glory will develop a real-time interface capable of
      returning status of success, or failure with reason codes for Old Glory's
      receipt of consumer orders to be shipped on behalf of AD.

            B.    Old Glory will develop a real-time or batch interface for
      sending acknowledgement of orders to be shipped on behalf of AD. If the
      technology makes partial shipments possible, such interface must provide
      line item detail.


                                       9
<PAGE>
            C.    Old Glory will develop a real-time or batch interface for
      sending acknowledgement of consumer returns received by Old Glory. Return
      disposition as to whether a consumer will receive credit will be included.

2.    All real-time interfaces will use standard http protocol, with well formed
XML data documents. All batch interfaces will be ascii text file format
containing well formed XML data documents, transmitted via FTP.

3.    Old Glory will provide access to technical and business personnel for the
purpose of defining mutually agreed business rules, integration testing, and
implementation support as needed.

4.    Old Glory will provide ongoing access to technical personnel for technical
support of the interfaces as needed.


                                       10
<PAGE>
                                  ATTACHMENT B


                        SERVICE LEVEL AGREEMENT ("SLA")


1.    Overview. Old Glory's technical infrastructure shall serve the functions
      outlined in Attachment A (Technical Requirements) with such performance
      that that ARTISTdirect website will not be slowed down when using such
      functions.

2.    Service Level. Old Glory shall use its best efforts so that its services
      shall be available to users a minimum of *****% of the time and that there
      would be no interruption in such public accessibility that exceeds *****.
      Exceptions to the foregoing availability levels will be: routine scheduled
      maintenance for which Old Glory will give ARTlSTdirect prior written
      notice as set forth in Section 3 below, and planned outages (as defined
      below), force majeure events, and any other events beyond Old Glory's
      reasonable control.

3.    Maintenance. Old Glory will use best efforts to limit routine scheduled
      maintenance and planned outages to the hours between *****. Old Glory will
      use its best efforts to provide ARTlSTdirect with written notification of
      any routine scheduled maintenance and/or planned outages no later than by
      5:00 p.m. Pacific Time on the previous business day. For purposes of this
      SLA, email notification to ARTlSTdirect's Chief Information Office and/or
      another individual identified by ARTlSTdirect shall be sufficient written
      notification hereunder. Old Glory shall use its best efforts so that
      routine scheduled maintenance and planned outages will not occur for more
      than ***** in any ***** period.

4.    Site Response Time. "Response time" means the total time to retrieve a
      given query from Old Glory's service, including DNS lookup, connect time,
      response time, and download time of the resulting pages. Average response
      time is defined to be the average of global round trip times as measured
      by the Keynote service.

5.    Query Result Rendering. Old Glory shall use its best efforts so that
      performance will be between ***** for *****% of all queries, at a minimum,
      including inventory queries for multiple items.

6.    Upgrades. Old Glory will perform all upgrades requiring system service
      downtime within the routine scheduled maintenance window set forth in
      Section 3 above, to the extent possible.


--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       11
<PAGE>
                                  ATTACHMENT C


                                 SHIPPING TABLE


                               ARTISTDIRECT, INC.


  **This is a proposal of rates and charges subject to customer acceptance and
                  approval by Airborne's Pricing department.**

 Rates and charges apply based on monthly domestic net freight revenue of *****
   subsequent to a ***** start-up period. ***** are guaranteed for ***** from
 implementation date based on customer's existing geographic shipment profile.

                               SECOND DAY SERVICE



Ltr         *****   *****   *****   *****   *****   *****   *****
(8oz)
----------------------------------------------------------------------------------------------------------------------------------
  Lbs.       2       3       4       5       6       7       8       Lbs.      2       3       4       5       6       7       8
----------------------------------------------------------------------------------------------------------------------------------
                                                                               
   1       *****   *****   *****   *****   *****   *****   *****      51     *****   *****   *****   *****   *****   *****   *****
   2       *****   *****   *****   *****   *****   *****   *****      52     *****   *****   *****   *****   *****   *****   *****
   3       *****   *****   *****   *****   *****   *****   *****      53     *****   *****   *****   *****   *****   *****   *****
   4       *****   *****   *****   *****   *****   *****   *****      54     *****   *****   *****   *****   *****   *****   *****
   5       *****   *****   *****   *****   *****   *****   *****      55     *****   *****   *****   *****   *****   *****   *****
   6       *****   *****   *****   *****   *****   *****   *****      56     *****   *****   *****   *****   *****   *****   *****
   7       *****   *****   *****   *****   *****   *****   *****      57     *****   *****   *****   *****   *****   *****   *****
   8       *****   *****   *****   *****   *****   *****   *****      58     *****   *****   *****   *****   *****   *****   *****
   9       *****   *****   *****   *****   *****   *****   *****      59     *****   *****   *****   *****   *****   *****   *****
   10      *****   *****   *****   *****   *****   *****   *****      60     *****   *****   *****   *****   *****   *****   *****
   11      *****   *****   *****   *****   *****   *****   *****      61     *****   *****   *****   *****   *****   *****   *****
   12      *****   *****   *****   *****   *****   *****   *****      62     *****   *****   *****   *****   *****   *****   *****
   13      *****   *****   *****   *****   *****   *****   *****      63     *****   *****   *****   *****   *****   *****   *****
   14      *****   *****   *****   *****   *****   *****   *****      64     *****   *****   *****   *****   *****   *****   *****
   15      *****   *****   *****   *****   *****   *****   *****      65     *****   *****   *****   *****   *****   *****   *****


--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       12
<PAGE>

                                                                               
   16      *****   *****   *****   *****   *****   *****   *****      66     *****   *****   *****   *****   *****   *****   *****
   17      *****   *****   *****   *****   *****   *****   *****      67     *****   *****   *****   *****   *****   *****   *****
   18      *****   *****   *****   *****   *****   *****   *****      68     *****   *****   *****   *****   *****   *****   *****
   19      *****   *****   *****   *****   *****   *****   *****      69     *****   *****   *****   *****   *****   *****   *****
   20      *****   *****   *****   *****   *****   *****   *****      70     *****   *****   *****   *****   *****   *****   *****
   21      *****   *****   *****   *****   *****   *****   *****      71     *****   *****   *****   *****   *****   *****   *****
   22      *****   *****   *****   *****   *****   *****   *****      72     *****   *****   *****   *****   *****   *****   *****
   23      *****   *****   *****   *****   *****   *****   *****      73     *****   *****   *****   *****   *****   *****   *****
   24      *****   *****   *****   *****   *****   *****   *****      74     *****   *****   *****   *****   *****   *****   *****
   25      *****   *****   *****   *****   *****   *****   *****      75     *****   *****   *****   *****   *****   *****   *****
   26      *****   *****   *****   *****   *****   *****   *****      76     *****   *****   *****   *****   *****   *****   *****
   27      *****   *****   *****   *****   *****   *****   *****      77     *****   *****   *****   *****   *****   *****   *****
   28      *****   *****   *****   *****   *****   *****   *****      78     *****   *****   *****   *****   *****   *****   *****
   29      *****   *****   *****   *****   *****   *****   *****      79     *****   *****   *****   *****   *****   *****   *****
   30      *****   *****   *****   *****   *****   *****   *****      80     *****   *****   *****   *****   *****   *****   *****
   31      *****   *****   *****   *****   *****   *****   *****      81     *****   *****   *****   *****   *****   *****   *****
   32      *****   *****   *****   *****   *****   *****   *****      82     *****   *****   *****   *****   *****   *****   *****
   33      *****   *****   *****   *****   *****   *****   *****      83     *****   *****   *****   *****   *****   *****   *****
   34      *****   *****   *****   *****   *****   *****   *****      84     *****   *****   *****   *****   *****   *****   *****
   35      *****   *****   *****   *****   *****   *****   *****      85     *****   *****   *****   *****   *****   *****   *****
   36      *****   *****   *****   *****   *****   *****   *****      86     *****   *****   *****   *****   *****   *****   *****
   37      *****   *****   *****   *****   *****   *****   *****      87     *****   *****   *****   *****   *****   *****   *****
   38      *****   *****   *****   *****   *****   *****   *****      88     *****   *****   *****   *****   *****   *****   *****
   39      *****   *****   *****   *****   *****   *****   *****      89     *****   *****   *****   *****   *****   *****   *****
   40      *****   *****   *****   *****   *****   *****   *****      90     *****   *****   *****   *****   *****   *****   *****
   41      *****   *****   *****   *****   *****   *****   *****      91     *****   *****   *****   *****   *****   *****   *****
   42      *****   *****   *****   *****   *****   *****   *****      92     *****   *****   *****   *****   *****   *****   *****
   43      *****   *****   *****   *****   *****   *****   *****      93     *****   *****   *****   *****   *****   *****   *****
   44      *****   *****   *****   *****   *****   *****   *****      94     *****   *****   *****   *****   *****   *****   *****
   45      *****   *****   *****   *****   *****   *****   *****      95     *****   *****   *****   *****   *****   *****   *****
   46      *****   *****   *****   *****   *****   *****   *****      96     *****   *****   *****   *****   *****   *****   *****
   47      *****   *****   *****   *****   *****   *****   *****      97     *****   *****   *****   *****   *****   *****   *****
   48      *****   *****   *****   *****   *****   *****   *****      98     *****   *****   *****   *****   *****   *****   *****
   49      *****   *****   *****   *****   *****   *****   *****      99     *****   *****   *****   *****   *****   *****   *****
   50      *****   *****   *****   *****   *****   *****   *****   100/CWT   *****   *****   *****   *****   *****   *****   *****


Rates subject to change without notice and void if residential shipment exceed
*****% of total shipments. Reselling is prohibited.

--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       13
<PAGE>
                                  ARTISTDIRECT

  **This is a proposal of rates and charges subject to customer acceptance and
                  approval by Airborne's Pricing department.**

Rates and charges apply based on monthly domestic net freight revenue of $*****
   subsequent to a ***** start-up period. ***** are guaranteed for ***** from
 implementation date based on customer's existing geographic shipment profile.

                             NEXT AFTERNOON SERVICE



Ltr         *****   *****   *****   *****   *****   *****   *****
(8oz)
----------------------------------------------------------------------------------------------------------------------------------
  Lbs.       2       3       4       5       6       7       8       Lbs.      2       3       4       5       6       7       8
----------------------------------------------------------------------------------------------------------------------------------
                                                                               
   1       *****   *****   *****   *****   *****   *****   *****      51     *****   *****   *****   *****   *****   *****   *****
   2       *****   *****   *****   *****   *****   *****   *****      52     *****   *****   *****   *****   *****   *****   *****
   3       *****   *****   *****   *****   *****   *****   *****      53     *****   *****   *****   *****   *****   *****   *****
   4       *****   *****   *****   *****   *****   *****   *****      54     *****   *****   *****   *****   *****   *****   *****
   5       *****   *****   *****   *****   *****   *****   *****      55     *****   *****   *****   *****   *****   *****   *****
   6       *****   *****   *****   *****   *****   *****   *****      56     *****   *****   *****   *****   *****   *****   *****
   7       *****   *****   *****   *****   *****   *****   *****      57     *****   *****   *****   *****   *****   *****   *****
   8       *****   *****   *****   *****   *****   *****   *****      58     *****   *****   *****   *****   *****   *****   *****
   9       *****   *****   *****   *****   *****   *****   *****      59     *****   *****   *****   *****   *****   *****   *****
   10      *****   *****   *****   *****   *****   *****   *****      60     *****   *****   *****   *****   *****   *****   *****
   11      *****   *****   *****   *****   *****   *****   *****      61     *****   *****   *****   *****   *****   *****   *****
   12      *****   *****   *****   *****   *****   *****   *****      62     *****   *****   *****   *****   *****   *****   *****
   13      *****   *****   *****   *****   *****   *****   *****      63     *****   *****   *****   *****   *****   *****   *****
   14      *****   *****   *****   *****   *****   *****   *****      64     *****   *****   *****   *****   *****   *****   *****
   15      *****   *****   *****   *****   *****   *****   *****      65     *****   *****   *****   *****   *****   *****   *****
   16      *****   *****   *****   *****   *****   *****   *****      66     *****   *****   *****   *****   *****   *****   *****
   17      *****   *****   *****   *****   *****   *****   *****      67     *****   *****   *****   *****   *****   *****   *****
   18      *****   *****   *****   *****   *****   *****   *****      68     *****   *****   *****   *****   *****   *****   *****
   19      *****   *****   *****   *****   *****   *****   *****      69     *****   *****   *****   *****   *****   *****   *****
   20      *****   *****   *****   *****   *****   *****   *****      70     *****   *****   *****   *****   *****   *****   *****
   21      *****   *****   *****   *****   *****   *****   *****      71     *****   *****   *****   *****   *****   *****   *****
   22      *****   *****   *****   *****   *****   *****   *****      72     *****   *****   *****   *****   *****   *****   *****
   23      *****   *****   *****   *****   *****   *****   *****      73     *****   *****   *****   *****   *****   *****   *****
   24      *****   *****   *****   *****   *****   *****   *****      74     *****   *****   *****   *****   *****   *****   *****


--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       14
<PAGE>


                                                                               
   25      *****   *****   *****   *****   *****   *****   *****      75     *****   *****   *****   *****   *****   *****   *****
   26      *****   *****   *****   *****   *****   *****   *****      76     *****   *****   *****   *****   *****   *****   *****
   27      *****   *****   *****   *****   *****   *****   *****      77     *****   *****   *****   *****   *****   *****   *****
   28      *****   *****   *****   *****   *****   *****   *****      78     *****   *****   *****   *****   *****   *****   *****
   29      *****   *****   *****   *****   *****   *****   *****      79     *****   *****   *****   *****   *****   *****   *****
   30      *****   *****   *****   *****   *****   *****   *****      80     *****   *****   *****   *****   *****   *****   *****
   31      *****   *****   *****   *****   *****   *****   *****      81     *****   *****   *****   *****   *****   *****   *****
   32      *****   *****   *****   *****   *****   *****   *****      82     *****   *****   *****   *****   *****   *****   *****
   33      *****   *****   *****   *****   *****   *****   *****      83     *****   *****   *****   *****   *****   *****   *****
   34      *****   *****   *****   *****   *****   *****   *****      84     *****   *****   *****   *****   *****   *****   *****
   35      *****   *****   *****   *****   *****   *****   *****      85     *****   *****   *****   *****   *****   *****   *****
   36      *****   *****   *****   *****   *****   *****   *****      86     *****   *****   *****   *****   *****   *****   *****
   37      *****   *****   *****   *****   *****   *****   *****      87     *****   *****   *****   *****   *****   *****   *****
   38      *****   *****   *****   *****   *****   *****   *****      88     *****   *****   *****   *****   *****   *****   *****
   39      *****   *****   *****   *****   *****   *****   *****      89     *****   *****   *****   *****   *****   *****   *****
   40      *****   *****   *****   *****   *****   *****   *****      90     *****   *****   *****   *****   *****   *****   *****
   41      *****   *****   *****   *****   *****   *****   *****      91     *****   *****   *****   *****   *****   *****   *****
   42      *****   *****   *****   *****   *****   *****   *****      92     *****   *****   *****   *****   *****   *****   *****
   43      *****   *****   *****   *****   *****   *****   *****      93     *****   *****   *****   *****   *****   *****   *****
   44      *****   *****   *****   *****   *****   *****   *****      94     *****   *****   *****   *****   *****   *****   *****
   45      *****   *****   *****   *****   *****   *****   *****      95     *****   *****   *****   *****   *****   *****   *****
   46      *****   *****   *****   *****   *****   *****   *****      96     *****   *****   *****   *****   *****   *****   *****
   47      *****   *****   *****   *****   *****   *****   *****      97     *****   *****   *****   *****   *****   *****   *****
   48      *****   *****   *****   *****   *****   *****   *****      98     *****   *****   *****   *****   *****   *****   *****
   49      *****   *****   *****   *****   *****   *****   *****      99     *****   *****   *****   *****   *****   *****   *****
   50      *****   *****   *****   *****   *****   *****   *****   100/CWT   *****   *****   *****   *****   *****   *****   *****


Rates subject to change without notice and void if residential shipment exceed
*****% of total shipments. Reselling is prohibited.

Recipient agrees not to disclose this information to any third party.


--------
      * In accordance with Rule 24b-2 under the Securities and Exchange Act of
1934, this confidential information has been omitted from this exhibit pursuant
to a request for confidential treatment, and has been filed separately with the
Securities and Exchange Commission.


                                       15

Source: OneCLE Business Contracts.