Exhibit 10.2

                               FRANCHISE AGREEMENT


    THIS FRANCHISE AGREEMENT ("Franchise Agreement") is entered into as of
    ___________ 19__ (the "Effective Date"), by and between the United States
    Basketball League, Inc., a Delaware corporation ("Franchisor" or "USBL",
    "We", "we", "us"or "our"), and ________ ("Franchisee" or "You", "you," or
    "your") (together the "Parties") as follows:

                                   WITNESSETH:

    We have developed and we supervise a franchise system (the "USBL System")
    under certain "Trademarks" and/or "Marks" (as defined in Section 1.03(c)
    hereof) for the operation of professional basketball teams in a basketball
    league known as the United States Basketball League ("USBL") whereby you
    will operate such a USBL team as part of the USBL System in which other USBL
    teams will participate (individually referred to as a "USBL Franchise" and
    collectively referred to as the "USBL Franchises");

    We are the owner of the USBL System and the Trademarks and all rights in
    respect thereto;

    You acknowledge that we have developed substantial good will in respect to
    use of the Trademarks and that we have operated under and developed a
    distinct identity with said Trademarks;

    The USBL System, mutually conducted by the franchisees thereof, in
    accordance with the provisions of this Franchise Agreement and our
    Operations Manual, as amended from time to time (the "Operations Manual"),
    is intended to enable such USBL Franchises to benefit from our expertise and
    operate effectively in their respective market places. We have formulated a
    method of training and assisting such USBL Franchises, as well as
    centralized programs for use by these franchises;

    You acknowledge that we provided you with a copy of the Uniform Franchise
    Offering Circular relating to the offer and sale of our franchises at the
    earliest of (a) the first personal meeting between you and our
    representatives, (b) ten (10) business days before the signing of this
    Agreement or any related agreement, or (c) ten (10) business days before any
    payment from you to us in connection with this Agreement. You further
    acknowledge that you received a full and complete copy of this Agreement as
    herein constituted at least five (5) business days prior to signing this
    Agreement;

    You hereby acknowledge that you have read our Uniform Franchise Offering
    Circular, the Operations Manual and this Agreement and you understand and
    accept the terms and conditions contained herein; and You desire to be
    licensed (Franchise) by us to utilize the USBL System, including our
    Trademarks and good will to conduct a USBL Franchise. We are willing to
    grant to you a Franchise, in accordance with the provisions of this
    Agreement and the Operations Manual, at the location and for the terms set
    forth below.

    NOW, THEREFORE, for and in consideration of the premises, the mutual
    covenants and agreements written in this Agreement, and for other good and
    valuable consideration, the receipt, adequacy and sufficiency

<PAGE>
    whereof being hereby acknowledged by the parties hereto, the Parties do
    hereby mutually covenant and agree as follows:

                          ARTICLE 1- GRANT OF FRANCHISE

    1.01Grant of Franchise. We grant to you, and you hereby accept from us the
    exclusive Franchise to operate a USBL Team in the "Exclusive Franchised
    Area" described in Section 2.01 of this Agreement, and to participate with
    other teams in the professional basketball league known as the USBL. During
    the "Initial Term" and any "Renewal Term" hereof, as respectively defined in
    Sections 5.01 and 5.02 hereof, such USBL Franchise shall be conducted in
    strict accordance with (I) this Agreement and any addendum or other
    ancillary written agreement relating hereto, and (ii) the Operations Manual.
    Notwithstanding any other provision of this Agreement to the contrary,
    nothing contained in this Agreement shall accord you any right, title or
    interest in and to the Trademarks, the USBL System, or the methods of
    operation or good will of USBL except such rights as may be expressly
    granted hereunder.

    1.02Grant of Licensed Rights. We hereby grant to you, during the term
    hereof, the right to use our USBL System and to use and display the
    Trademarks, in accordance with the provisions contained herein and in the
    Operations Manual, solely in connection with the operation of the USBL
    Franchise (the "Licensed Rights"). You agree to supervise all of your
    employees and agents in order to ensure the proper usage and display of the
    Trademarks in accordance with Section 7.05 hereof. You shall not use or
    display the Trademarks in connection with the operation of any other
    business or the performance of any other service not contained within the
    scope of the USBL Franchise. Notwithstanding any other provision of this
    Agreement to the contrary, nothing contained herein shall give you any
    right, title or interest in or to the USBL System or any of the Trademarks,
    except a mere privilege and license during the Initial Term or any Renewal
    Term hereof to use and display the same according to the limitations
    provided in (I) this Agreement, and (ii) the Operations Manual.

    1.03Definitions.
    (a)Fiscal Year. The term "Fiscal Year" shall mean, for the first such Fiscal
    Year, the period commencing with the Effective Date and ending on December
    31st, and thereafter shall mean each successive calendar year.

    (b)Gross Receipts. The term "Gross Receipts" shall mean the total amount of
    receipts from all sources for all products and services sold in, on, about
    or from the USBL Franchise, directly or indirectly, by you and any of your
    affiliates and subsidiaries involved with such products and services,
    including, but not limited to, ticket sales, advertising sales, sale of
    merchandise, media payments and the fair market value of any goods,
    services, barter transactions, and/or evidence of indebtedness accepted in
    lieu of cash. In arriving at Gross Receipts, the following items shall be
    excluded: (i) amounts received for capital interests in your Franchised
    Business or for the bulk sale of your Franchised business; (ii) any loan
    proceeds; (iii) any refunds from suppliers; (iv) any payments received from
    us or arising from contracts negotiated by us, including, but not limited
    to, league sponsors and media revenue; (v) any tax refunds; or (vi) any
    sales/admissions taxes collected under requirements of federal, state and
    local tax authorities.


<PAGE>

    (c)Trademarks. The term "Trademarks" shall include, without limitation, (I)
    those proprietary marks for which an application for registration has been
    filed with the United States Patent and Trademark Office; (ii) those
    proprietary marks on the Principal Register of the United States Patent and
    Trademark Office, including, but not limited to, Registration Number
    1,348,637, Registration Number 1,375,316, Registration Number 1,381,843,
    Registration Number 1,425,992, and Registration Number 1,502,588, and (iii)
    any and all trademarks, trade names, service marks, logo types, insignias,
    designs and other commercial symbols which we now use or will hereafter use
    to identify the USBL System.

    (d)Abandoning. The term "Abandoning" shall include, but shall not be limited
    to, a failure on your part at any time during the Initial Term or any
    Renewal Term thereof, to keep the USBL Franchise open and operating for a
    period of five (5) consecutive business days without- our prior written
    consent, unless such failure to operate is due to fire, flood, earthquake or
    other similar acts of God beyond your control.

                          ARTICLE 2-- LOCATION OF FRANCHISE

    2.01Exclusive Franchised Area. It is understood and agreed that you will
    have the exclusive right to operate a USBL Franchise and to use the USBL
    System and Trademarks in the USBL Franchise operated within the following
    geographical area (the "Exclusive Franchised Area"):
    ____________________________. The Exclusive Franchised Area will comprise an
    area within a twenty-five (25) mile radius of your Franchised Location
    (Exclusive Franchised Area). You shall establish and maintain an office
    within such Exclusive Franchised Area. During the term of this Agreement, we
    will not, without your prior written consent, establish or operate or grant
    a franchise to establish or operate a USBL Franchise within the Exclusive
    Franchised Area other than pursuant to this Agreement. USBL franchises which
    visit the Exclusive Franchised Area to play basketball games are permitted
    to participate therein in advertising and promotion.

    2.02Lease of Franchisee's Approved Arena. As soon as practical after the
    execution of this Franchise Agreement, you shall arrange a lease in a
    suitable arena in the Exclusive Franchised Area, subject to approval by USBL
    of such arena, and such arena upon said approval shall be referred to as the
    "Approved Arena" in which your home games will be played. We may provide, at
    your request, assistance in the negotiation of your Approved Arena. Upon
    completion of negotiation of the lease for the Approved Arena, you shall
    submit said lease to us for approval before being executed by us. Said lease
    of the Approved Arena shall include provisions that (I) USBL is not a party,
    a surety or guarantor for the lease and shall have no obligation or
    responsibility of any kind whatsoever in connection with the lease, and (ii)
    in the event you shall be deemed to be in default under such lease, we, at
    our sole option, shall have the right to cure such default and by virtue
    thereof become the lessee under such lease. Notwithstanding any other
    provision of this Franchise Agreement to the contrary, nothing contained
    herein shall be construed to permit your Franchised USBL team to play its
    home games outside the Exclusive Franchised Area.

                         ARTICLE 3- SERVICES BY FRANCHISOR

We agree that during the term of this Franchise Agreement, USBL shall use its
best efforts to maintain the excellent reputation of all USBL

<PAGE>

Franchises and, in connection therewith, shall make available to you the
following:

3.01Initial Training. USBL shall provide initial training in the USBL System,
including standards, methods, procedures and techniques, for each person
identified in Section 4.01 hereof, at such times and places as USBL may, in its
sole discretion, designate for its training program, and subject to the other
terms of Article 4 hereof.

3.02Set-up of USBL Franchise. We shall provide to you such assistance as we
determine may be required in the set up of a USBL Franchise. We may assist you
in leasing the Approved Arena.

3.03Opening of USBL Franchise. We may provide you such assistance as we
determine you may require in connection with the opening of the USBL Franchise,
including assistance by USBL personnel in the planning and development of
initial marketing programs.

3.04Operations Manual. We shall provide you with a copy of the Operations
Manual, and any other manuals or training aids, as may be created or revised
from time to time by USBL.

3.05Marketing. USBL shall provide to you such marketing and other data, advice,
or materials as may from time to time be developed by USBL and deemed by us to
be helpful to you in the operation of the USBL Franchise.

3.06Periodic Assistance. We shall provide to you with such periodic, continuing
individual or group advice, consultation and assistance rendered by personal
visit or telephone, or by newsletters or bulletins made available from time to
time to all franchisees of USBL, as USBL, in its sole discretion, may deem
necessary or appropriate.

3.07Bulletins, Guidelines and Reports. USBL shall provide to you such bulletins,
guidelines, and reports as may from time to time be developed by us regarding
our plans, policies, research, development and activities as USBL in its sole
discretion, may deem appropriate.

3.08Resources Developed in the Future. We shall provide to you such special
techniques and other operational developments as may be developed from time to
time by USBL and deemed by us to be helpful in the operation of USBL Franchises.

3.09Accounting System. USBL shall provide to you a standardized accounting and
reporting system as part of the Operations Manual.

3.10On-going Support Services. USBL at its sole discretion and expense will make
on-site visits to USBL location in the Exclusive Franchised Area throughout the
term of this Agreement. The purpose of these visits will be to assist you with
your day-to-day operations, techniques and methods and to provide periodic
review of and assistance with your USBL Franchise. These periodic visits shall
additionally serve, when necessary, as in-field training sessions for the
purpose of communicating new techniques and procedures to you.

3.11Rules and Regulations. USBL shall provide you with a copy of the USBL Rules
and Regulations to be utilized by all USBL teams and shall update such Rules and
Regulations from time to time.

3.12Scheduling. USBL shall perform all scheduling for pre-season, regular
season, and post-season games.
<PAGE>

3.13All Star Team. USBL may at its sole discretion assemble, promote and pay
travel expenses for an All Star Team to play in an All Star Game each season.

3.14Officials. USBL shall recruit, screen, select and provide officials to
referee all games at no cost to you.

3.15Player Draft. We will coordinate a player draft prior to each season and
shall pay all expenses associated with conducting said draft except for your
travel and living expenses.

 3.16Sponsors and Media Contracts. USBL shall exert its best efforts to
 negotiate and execute promotional and media contracts and shall manage and
 monitor all league sponsors and league media contracts. We will pay you your
 portion of any such revenue in accordance with the League wide Revenue Sharing,
 page 7.

 3.17Statistics. We will organize and summarize all game and player statistics
 received from USBL teams and distribute them to the media and the teams.

 3.18Media Promotion. We will from time to time develop and distribute
 promotional material, information and stories to the media regarding the USBL,
 teams, owners, management, officials, coaches and players.

 3.19National Basketball Association. We will use our best efforts to promote
 and develop cooperation and relationships with the National Basketball
 Association ("NBA") and NBA teams.

 3.20League Meetings. We will conduct meetings of franchisees from time to time
 and you shall be required to attend such meetings at your own expense.

  3.21League wide Revenue Sharing Plan
  We have established a media revenue sharing plan which may occur in regard to
  profits remaining from revenue obtained through media sales and sponsorship
  sales during each season. These payments are only distributed to franchisees
  after all commissions are deducted and paid and after all television or radio
  production costs are deducted paid and it is therefore based on the net profit
  from television sponsors. Eachfranchise (current in royalty payments, fines,
  etc. with USBL) in the USBL will receive their percentage or Unit* payments of
  the remaining income or profit directly attributable to the profits generated
  on an annual basis from the League wide "USBL Game of the Week" television
  package. The Unit* payments to teams will be paid based on the following
  schedule with each season schedule beginning from a threshold of $50,000.00
  profit basis and at USBL's sole discretion. $50,000 up to $250,000- 70% to
  Teams on a Unit basis, in profits after commissions and expenses-30% to USBL,
  Inc. for television costs and for production and related costs. $250,001 up to
  $500,000- 60% to Teams on a Unit basis, in profits after commissions and
  expenses-40% to USBL, Inc. for television costs and production and related
  costs. $500,001 and up-50% to Teams on a Unit basis, in profits after
  commissions and expenses- 50% to USBL, Inc. for television costs and
  production and related costs. Based on profits remaining after expenses which
  occur in any one individual year.


<PAGE>

  AUnit one year of service as a USBL team in total compliance with all criteria
  i.e. royalties, dues, fines, etc. included in the Uniform Franchise Agreement.

                       ARTICLE 4- FRANCHISOR'S TRAINING PROGRAM

  4.01Training Program. USBL conducts managerial training programs at various
  times for the benefit of new and existing franchisees. During our initial
  training program of three (3) days presented by the USBL Commissioner and
  staff at the USBL offices, the Operations Manual is reviewed and discussed,
  including, but not limited to, generation of revenue, ticket sales,
  promotions, community support, media communications, contract negotiations,
  player relations, travel, sponsors, league draft, league meetings and USBL
  Rules and Regulations. The following persons shall satisfy all the conditions
  established by USBL from time to time for admission to, and graduation from,
  our initial training program at the training school designated by us, and such
  persons, at your sole expense, shall attend and satisfactorily complete the
  initial training program and any additional training programs which may in the
  future be established by USBL:

  (a)You, if you are an individual.

  (b)Each person who is actively involved in the management of the Franchised
  business or the operation of the USBL Franchise.

  (c)Each person who has an interest in the Franchised Business (if you are a
  group of individuals, a corporation, a partnership, an unincorporated
  association or a similar entity), if such person is requested in writing by
  you to so comply.

  4.02Successfully Complete Training Program. Each person designated in Section
  4.01 hereof shall successfully complete our initial training program to our
  satisfaction, and upon your failure or any other person designated in Section
  4.01 hereof to complete the initial training program successfully for any
  reason whatsoever, a substitute trainee, satisfactory to USBL, shall attend
  and successfully complete the initial training program and shall thereafter
  operate or supervise the operation of the USBL Franchise if we, at our sole
  option, so direct.

                          ARTICLE 5- TERM AND RENEWAL

  5.01Initial Term. The "Initial Term" of this Franchise Agreement shall be ten
  (10) years from the Effective Date hereof, unless sooner terminated pursuant
  to Section 13.02 hereof. You specifically acknowledge and agree that in the
  event the term of the lease which you negotiate for the Approved Arena does
  not equal the Initial Term of the Franchise Agreement, you shall bear the
  total risk of not being permitted to remain at the Approved Arena for the
  entire Initial Term of the Franchise Agreement. In the event you are not
  permitted to remain at the Approved Arena for the entire Initial Term of the
  Franchise Agreement, we will use our best efforts to assist you in finding
  another location to serve as the Approved Arena for the remainder of the
  Initial Term of the Franchise Agreement; however, it is specifically
  understood and agreed to by you that we are under no obligation whatsoever to
  actually find or provide another location to serve as the Approved Arena and
  we have made no representation that we will be able to find or provide such
  other location to serve as the Approved Arena for the remainder of the Initial
  Term of the Franchise Agreement. You further specifically acknowledge and
  agree that in the event you are not permitted to remain at the Approved Arena
  for the
<PAGE>


  entire Initial Term of the Franchise Agreement, whether or not we have been
  able to find or provide such other location to serve as the Approved Arena for
  the remainder of the Initial Term of the Franchise Agreement, you shall not be
  entitled to a refund of any of the Initial Franchise Fee paid by you to USBL
  pursuant to Section 4.01 hereof.

  5.02Renewal Term. Subject to the terms and conditions contained in this
  Section 5.02, you shall have the right to renew this Agreement for additional
  consecutive "Renewal Term(s)" often (10) years each upon the following terms
  and conditions:

  (a)Upon your written request received by us not more than twelve (12) months
  nor less than six (6) months prior to the expiration of the Initial Term
  hereof, or any subsequent Renewal Term, we will notify you of the expiration
  date of the then current term of this Franchise Agreement and shall transmit
  to you a copy of the then current franchise agreement used by USBL in
  connection with the issuance of new franchises.

  (b)Within thirty (30) days after receipt by you of said notice and franchise
  agreement, you shall execute and deliver two (2) executed copies of the
  franchise agreement and payment of the Renewal Fee (as shown in Section 6.03)
  to us; we shall then execute both copies thereof and return one (1) copy to
  you. If you fail or refuse to execute and deliver such renewal of the
  franchise agreement within the thirty (30) day period shall be deemed an
  election by you not to renew the franchise.

   (c)Your right to renew this Agreement shall be subject to and conditioned
   upon the following conditions:

   (i)At the time that you execute any new franchise agreement in connection
   with the franchise renewal process and at the time of the commencement of any
   such Renewal Term, you shall not be in default and shall have fully performed
   all of your obligations under this Agreement and any and all other applicable
   written agreements then in force and effect between you and us.

   (ii)In the event we determine not to renew this Agreement by reason of a
   default by you under this Agreement or the failure by you to fully perform
   your obligations under this Agreement and any and all other applicable
   agreements, then and in such event, we must give you notice of our intention
   not to renew within thirty (30) days after the date you give notice of your
   intention to renew.

   If an act, event, omission or occurrence which would give us the right not to
   renew this Agreement occurs subsequent to the renewal date, we shallhave the
   right to terminate this Agreement as renewed in accordance with the
   provisions of Article 13 hereof.

   (d)Subsequent to the date that you sign any franchise agreement which shall
   operate to extend or renew this Franchise Agreement, and prior to the
   effective date thereof, you shall bring each USBL Franchise which you operate
   into compliance with the standards then applicable to new USBL Franchises, as
   specified in the Operations Manual.

                          ARTICLE 6- PAYMENTS BY FRANCHISEE

   6.01Payment for Franchise. Simultaneously with the execution of this
   Agreement, you shall pay to USBL an initial franchise fee (the "Initial
   Franchise Fee") in the amount of Three Hundred Thousand Dollars
   ($300,000.00). Upon acceptance of this Agreement by USBL, said

<PAGE>

   Initial Franchise Fee shall be deemed fully earned and non-refundable as
   consideration for expenses incurred by us and for our lost or deferred
   opportunity to franchise others.

   6.02Annual Continuing Royalty. In addition to the Initial Franchise Fee, for
   each Fiscal Year, or fraction thereof, during the term of this Agreement, you
   shall pay to us an "Annual Continuing Royalty" equal to the greater of (I)
   five percent (5%) of its Gross Receipts for such Fiscal Year, or fraction
   thereof, or (ii) Thirty Thousand Dollars ($30,000.00).

   The Annual Continuing Royalty shall be payable from the date the USBL
   Franchise commences operation. Payment of the Annual Continuing Royalty
   during the term of this Agreement shall be made by you to USBL in
   installments of Two Thousand Five Hundred Dollars ($2,500.00)-each on or
   before the fifteenth (15th) day of each of the following months: January,
   February, March, April, May, June, July, August, September, October, November
   and December of each Fiscal Year. Any additional amount due in excess of
   Thirty Thousand Dollars ($30,000.00) shall be due and payable on December
   31st of each Fiscal Year. Any payment not made when due shall be considered
   delinquent if not received within thirty (30) days after the due date. If you
   are more than thirty (30) days late in paying any amount due during the term
   of this Agreement, interest at the lesser of the rate of eighteen percent
   (18%) per annum or the maximum rate of interest permitted by law and shall be
   due and payable on the unpaid balance from the date such payment was due
   until the date paid. Time is of the essence of this Agreement and, in the
   event any sum due to be paid hereunder by you to us is collected or enforced
   by law or through an attorney-at-law or under advice therefrom, you shall pay
   to us, in addition to any and all sums due hereunder, all costs and expenses
   of collection, including fifteen percent (15%) of the then outstanding amount
   thereof and interest thereon, as attorneys' fees.

   In addition, upon our request, you shall obtain and maintain a Letter of
   Credit or other guaranty of payment acceptable to us in the amount of One
   Hundred Thousand Dollars ($100,000.00) from February 1st through August 31st
   of each Fiscal Year. Any Annual Continuing Royalty payment not paid when due
   will be paid from such Letter of Credit or guaranty immediately upon request
   of USBL.

   6.03Renewal Fee. The "Renewal Fee" for each Renewal Term shall be the greater
   of(l) ten percent (10%) of the then current initial franchise fee being
   charged to new franchisees or (ii) Fifty Thousand Dollars ($50,000.00).

   6.04Training Fee. The "Training Fee" is a $4,000.00 fee to be paid by you to
   us for each person(s) attending the initial program. You shall be responsible
   for transportation for each person who attends the initial training program.

         ARTICLE 7- LIMITATION OF FRANCHISE SYSTEM AND LICENSED RIGHTS

   You acknowledge and agree that:

   7.01Franchise System and Licensed Rights. The USBL System and Licensed Rights
   granted hereunder are for your use only and cannot be sold, assigned or
   transferred, in whole or in part, except as set forth in Article 14 hereof.

   7.02No Unauthorized Use of Franchise System and Licensed Rights. USBL is the
   exclusive owner of the Licensed Rights and of the
<PAGE>


   identification schemes, sign facia, standards, specifications, operating
   procedures and other concepts embodied in the USBL System as granted pursuant
   to this Franchise Agreement. You will use the USBL System and the Licensed
   Rights strictly in accordance with the terms of this Agreement and the
   Operations Manual. Any unauthorized use of the USBL System and the Licensed
   Rights is, and shall be deemed to be, an infringement of our rights. Except
   as expressly provided in this Agreement and any other franchise agreement
   entered into between you and us, you shall acquire no right, title or
   interest in or to the USBL System or the Licensed Rights. Any and all good
   will associated with the USBL System and the Licensed Rights shall inure
   exclusively to our benefit, and upon the expiration or termination of this
   Agreement, no monetary amount shall be assigned as attributable to any good
   will associated with your use of the USBL System and the Licensed Rights. You
   will at no time take any action whatsoever to contest the validity or
   ownership of the USBL System and the Licensed Rights and the good will
   associated therewith.

   7.03Franchisor's Name. You shall have no right to use in its corporate name
   the words "United States Basketball League" or "USBL" or "League of
   Opportunity" or any other names used by us in our corporate . name. Upon
   termination or expiration of this Agreement for any reason whatsoever, and if
   you has heretofore obtained permission to use any such words in your
   corporate name, you shall immediately take all steps necessary to eliminate
   any such reference or use.

   7.04Team Name. You shall select a name for your basketball team, and may
   select logos, insignias or other related materials to identify the team. Such
   name, logos, insignias or other related materials shall be submitted to us
   for our prior written approval before you commences use of such name, logos,
   insignias or other related materials. Upon our request at your sole expense,
   you shall arrange to have such name, logos, insignias or other related
   materials registered to become the property of USBL, and you agree to use
   such name, logos, insignias or other related materials only as permitted
   pursuant to this Franchise Agreement.

   7.05Franchise System and Licensed Rights Are Non-Exclusive. Except as
   provided in Article 1 hereinabove, the USBL System and the Licensed Rights
   granted hereunder are nonexclusive, and we retain the right, in our sole
   discretion:

   (a)To continue to open and operate other USBL Franchises and to use the USBL
   System and the Licensed Rights at any location outside the Exclusive
   Franchised Area, and to license others to do so.

   (b)To develop, use and franchise the rights to any trade names, trademarks,
   service marks, trade symbols, emblems, signs, slogans, insignia or copyrights
   not designated by us as Licensed Rights.

   7.06Proprietary Marks Are Solely Owned by USBL. You specifically acknowledge
   and agree that the names "United States Basketball League" and logos, names
   and designs and "USBL" (included in the Trademarks) are valid service marks
   or trademarks solely owned by USBL, and that only USBL, or its designated
   franchisees, shall have the right to use such service marks, trademarks and
   such other Trademarks as may presently exist or be acquired by us and
   licensed for your use, along with all ancillary signs, symbols or other
   indicia used in connection or conjunction with the Trademarks. You further
   acknowledge that valuable good will is attached to the Trademarks and that
   you will use the Trademarks only in the manner and to the extent specifically
   permitted by this Agreement.

<PAGE>


   You specifically understand and agree that your rights under the Trademarks
   are nonexclusive and that USBL, in its sole discretion, has the right to
   operate locations under the Trademarks and to grant to others rights in, to
   and under such Trademarks on any terms and conditions as we may deem
   appropriate.

   You expressly covenant that during the term of this Franchise Agreement, and
   after the expiration or termination thereof, you shall not, directly or
   indirectly, contest or aid in contesting the validity or ownership of the
   Trademarks.

   You agree to promptly notify us of any claim, demand, or suit based upon or
   arising from, or any attempt by any other individual or entity, to use the
   Trademarks in which we have a proprietary interest.

   7.07Monitoring by Franchisee. You shall carefully monitor the performance of
   any person who is actively involved in the management or operation of the
   USBL Franchise.

   7.08Inspection. In order to maintain a consistent image, we or its
   representatives shall have the right to conduct periodic inspections of the
   USBL Franchise and to take all actions we deem necessary to maintain the
   standards of the USBL System.

   7.09Franchise Variations. We acknowledge that there may be peculiarities of a
   particular site or circumstance, density of population, business potential,
   population of trade area, existing business practices or some other condition
   which we deem to be of importance to the successful operation of a
   franchisee's business and that such condition may warrant us to vary our
   standard specifications and practices with respect to a particular
   franchisee. You shall not be entitled to require us to grant to you a like or
   similar variation hereunder. Nothing contained in this Section 7.09 shall be
   construed, however, to permit us during the term of this Agreement to vary or
   amend any term or condition of this Agreement, including, but not limited to,
   the Exclusive Franchised Area.

   7.10Sole Responsibility of Franchisee. You shall be solely responsible for
   the performance of all obligations arising out of the operation of your USBL
   Franchise pursuant to this Franchise Agreement, including, but not limited
   to, the payment when due of any and all taxes levied or assessed by reason of
   such operation.

   7.11Ability to Operate Business of Franchisee. You, and each person who is
   actively involved in the management or operation of the USBL Franchise, shall
   continuously demonstrate to us your ability to operate the USBL Franchise
   pursuant to the terms of this Agreement.

   7.12Independent Ownership of Franchisee's Business. You shall clearly
   indicate in all public records, in your relationship with other persons, and
   in any offering circular, prospectus or similar document, the independent
   ownership of your USBL Franchise and that the operation of your USBL
   Franchise is separate and distinct from the operation of our business.

           ARTICLE 8- TIME WITHIN WHICH TO ESTABLISH THE USBL FRANCHISE

   8.01Pursue Diligently the Establishment of USBL Franchise. You agree to
   pursue diligently the establishment of the USBL Franchise, and you agree that
   such USBL Franchise shall be established and operational within one hundred
   twenty (120) days from the date of signing this Agreement (but not later than
   February 1 of the Fiscal Year in which

<PAGE>

   the next USBL season begins), except when delays are due to Acts of God,
   strikes, or other circumstances wholly beyond your control. The USBL
   Franchise shall be maintained and operated in compliance with all applicable
   laws, regulations and ordinances. An office with an address, phone and staff
   is required to be open for twelve months a year.

   8.02Operational Within Time Period. If the USBL Franchise is not established
   and in operation within the time period specified in Section 8.01 hereof, or
   any other time during the ownership of the Franchise, you shall have the
   right to terminate this Franchise Agreement and the provisions of Section
   13.05 hereof shall govern.

   8.03Deviation From Approved Method of Operation. You shall not deviate from
   any approved method of operation of the USBL Franchise without the prior
   written consent and approval of USBL. If, at any time, we determine that you
   are not maintaining and operating the USBL Franchise substantially in
   accordance with the methods of operation approved by us, we shall, in
   addition to any other remedies, have the right to obtain an injunction from a
   court of competent jurisdiction against the continued operation of the USBL
   Franchise.

                  ARTICLE 9- STANDARDS AND UNIFORMITY OF OPERATION

   9.01Operate in Accordance with Operations Manual. Your uniformity of method
   of operation, and adherence to the Operations Manual, a copy of which you
   acknowledge having received on loan from us, are essential to the image of
   the USBL Franchise. In recognition of the mutual benefits accruing from
   maintaining uniformity of service and marketing procedures, and in order to
   protect the USBL System and to maintain uniform standards of operation under
   the Licensed Rights, you shall operate the USBL Franchise in accordance with
   the Operations Manual for the term of this Agreement and any renewal thereof.
   You understand and acknowledge that we may, at any time and from time to
   time, revise the contents of the Operations Manual to implement new or
   different operating requirements applicable to all USBL Franchises, including
   any USBL Franchise owned by you, and you expressly agree to comply with each
   changed requirement within such reasonable time as we may require. You shall
   at all times ensure that your copy of the Operations Manual and any other
   manual given to you by us are kept current and up to date, and, in the event
   of any dispute as to the contents thereof, the terms of the master copy of
   the Operations Manual maintained by USBL at its principal place of business
   shall be controlling.

   (a)Treat as Confidential. You shall at all times treat as confidential, and
   shall not at any time disclose, copy, duplicate, record or otherwise
   reproduce or permit to be reproduced, in whole or in part, or otherwise make
   available to any person or source unauthorized by us, the contents of the
   Operations Manual.

   (b)Sole Property of Franchisor. The Operations Manual shall at all times
   remain the sole property of USBL and shall be promptly returned by you to us
   upon the expiration or other termination of this Franchise Agreement.

   9.02Protection of Good Will. In further recognition of the mutual benefits
   accruing from maintaining uniformity of service and marketing procedures, and
   in order to protect the USBL System, the Licensed Rights and the good will
   associated therewith, you will:


<PAGE>


   (a)Operate under the name "USBL" and advertise only under the Licensed Rights
   designated by us for use for a particular purpose and will use such rights
   without prefix or suffix, except (I) in conjunction with your team name, and
   (ii) where such use may conflict with a prior registration or use, in which
   event you shall operate and advertise only under such other names as we have
   previously approved in writing.

    (b)Use the Licensed Rights solely in the manner prescribed by us.

    (c)Observe such reasonable requirements with respect to service marks, trade
    names, Trademarks, and fictitious name registrations and copyright notices
    as may be required by law or as we may at any time and from time to time
    direct in writing.

    9.03Signs. You agree to display our names and Trademarks only in the manner
    authorized by USBL. You agree to maintain and display signs reflecting our
    current logo. The color, size, design and location of such signs shall be as
    specified by us.

    9.04Manner of Operations. You shall at all times conduct your USBL Franchise
    in such a fashion as to reflect favorably on us and the USBL Systemand the
    good name, good will and reputation thereof, and shall avoid all deceptive,
    misleading and unethical practices.

    9.05Accounting. You shall maintain at all times during the term of this
    Agreement a standardized accounting and reporting system- in accordance with
    the Operations Manual.

    9.06Compliance With Laws, Ordinances and Regulations. You will strictly
    comply with all laws, ordinances and regulations affecting the operation of
    the USBL Franchise. Without limiting the generality of the foregoing, you
    hereby specifically agree to strictly comply with all applicable safety
    laws, ordinances and regulations so as to be rated in the highest available
    safety classification by appropriate governmental authorities, and to
    furnish to us within ten (10) days of your receipt thereof, copies of all
    inspection reports, warnings, certificates and ratings issued by any
    governmental agency which reflect your failure to meet and maintain the
    highest applicable ratings, or your non-compliance or less than full
    compliance with any applicable law, rule or regulation.

    9.07Notification of Court Action. You shall notify us, in writing, within
    ten (10) days of the commencement thereof, of any claim, action, suit or
    proceeding, and of the issuance of any order, writ, injunction, award or
    decree of any court, agency or other governmental instrumentality, which may
    adversely affect your financial condition or ability to meet your obligation
    under this Agreement.

    9.08Right of Entry and Inspection. You will permit our authorized personnel
    to enter the USBL Franchise at any time during normal business hours for the
    purpose of inspecting and examining your operations and facilities. You
    shall cooperate with your representatives during such inspections by
    rendering such assistance as your representatives may reasonably request.
    Upon written notice from us or our agents, you shall immediately take such
    steps as may be necessary to correct any deficiencies detected during any
    such inspection including, without limitation, immediately ceasing to use
    any methods, procedures or advertising materials which do not conform to our
    then current specifications, standards or requirements.

    9.09Obligation to Purchase from Approved Vendors; Alternate Vendors. All
    forms, brochures, signs, displays, stationery, equipment,

<PAGE>


    inventory, products, goods, merchandise and other items (collectively
    "Materials") permitted or required to be used in the operation of the USBL
    Franchise or permitted or required to be sold from the USBL Franchise must
    conform to our specifications as set forth in the Operations Manual as may
    be amended from time to time. All Materials may be purchased from us (if
    offered by us), suppliers approved by us or suppliers selected by you and
    not disapproved in writing by USBL. If you desire to purchase Materials from
    a supplier other than us or a supplier approved by us, (I) we will, upon
    your request, furnish specifications if same are not included in the
    Operations Manual for any such Materials which you desire to so purchase,
    and (ii) you shall submit to USBL a written request for such approval,
    providing the name and address of any such proposed supplier, or shall
    request the supplier to do so. If we fail to disapprove such supplier within
    thirty (30) days from receipt of your written request, you may purchase from
    such supplier unless and until we withdraw such approval. In connection with
    the purchase of any goods bearing our Trademarks, we will authorize
    qualified manufacturers of such items to imprint the Trademarks, provided
    such manufacturers execute a license agreement in a form satisfactory to us.
    We from time to time may receive consideration from suppliers with respect
    to the purchase of supplies and materials by franchisees of USBL.

9.10Timely Payment. You will pay, before delinquency or threat of collection
action, for all products and other items used in the operation of the USBL
Franchise. You are aware that failure to make prompt payment to your suppliers
may cause irreparable harm to the reputation and credit of USBL and other
franchisees of USBL. If you fail to make payments to either us or any creditors,
your Franchise will be in default.

9.11Accounting and Reports. You shall maintain and preserve, for the entire term
of this Agreement, full, complete and accurate books, records and accounts in
accordance with generally accepted accounting principles applied on a consistent
basis in the form prescribed in the Operations Manual. You shall execute and
submit to us such financial statements and reports showing your Gross Receipts
in the form prescribed in the Operations Manual and any additional information
which we may reasonably request. You shall permit our authorized personnel to
inspect and examine your books and records at any reasonable time and from time
to time. In addition, you shall permit certified public accountants designated
by us to audit your books of account at any reasonable time and from time to
time. If such audit discloses that your reported Gross Receipts have been
understated, you shall immediately pay to us the amount due, unreported or
understated, together with interest thereon at the maximum rate permitted by
law. In addition, you shall reimburse us for any and all expenses connected with
the audit, including, without limitation, the charges of any independent
certified public accountant and the travel expenses, room, board and
compensation of our employees, if such audit discloses that your reported Gross
Receipts have been understated to the extent of five percent (5%) or more for
the period audited, or if your financial records require substantial effort on
behalf of our auditors to be placed in a condition conducive to audit. The
foregoing remedies shall be in addition to any other remedies we may have. All
reports required by Section 9 of this Agreement shall be treated as confidential
by us, and shall not be disclosed by us without your written consent unless it
is required to do so by law, regulation or court order, or unless such
disclosure is made to a creditor or prospective creditor of ours in connection
with a loan to USBL.

                                        ARTICLE 10- MARKETING AND PROMOTION


<PAGE>


10.01Marketing and Promotion. You agree to use and honor any promotional
materials or programs which we issue or sponsor. You acknowledge and agree that
we will be the exclusive negotiating party for the USBL and shall have the sole
and exclusive right to enter into all regional and national promotional and
media contracts. You shall conduct, at your own expense, marketing and
advertising activities in the local market, and USBL may offer, from time to
time, to provide you with approved local marketing plans and materials and other
promotional and marketing materials at a price equal to our cost. In addition,
you may solicit promotional and media contracts in your local market and such
contracts shall contain a provision allowing for their termination or revision
should they conflict with prior or subsequent national or regional contracts
which may be secured by a third party of USBL. All media coverage, television
(cable broadcasts) and radio must not intrude into other franchised "Exclusive
Franchised Areas". The only time coverage may exceed the "Exclusive Franchised
Area" is if there are no additional teams within a twenty-five (25) mile radius
of home arena. This would terminate as soon as a new franchise has been sold in
that area. Any such contracts and samples of all local marketing materials not
prepared or previously approved by us or our designated agents shall be
submitted in writing to us for approval, which approval shall not be
unreasonably withheld. If written disapproval is not received by you within
fifteen (15) days from the date of receipt by us of such contracts or materials,
we shall be deemed to have approved such contracts or the use of such materials,
provided that you shall discontinue the use thereof within a reasonable time if
we subsequently request such discontinuance in writing. We reserve the right to
require you to cooperate with other franchisees in connection with regional and
national advertising and marketing activities. All contracts involving more than
one team are subject to approval by USBL and may require a substantial License
Fee to the USBL. All local advertising in any form or shape which promotes the
USBL Franchise including, but not limited to, radio, television, and print,
shall prominently display the name of "USBL" and/or the USBL logo. Except as
permitted herein and in the Operations Manual, you shall not use or cause to be
used any Trademarks in any advertising or promotion without receiving our prior
written approval.


11.01Franchisee to Indemnify Franchisor. You do hereby covenant and agree to
indemnify and hold us harmless from and against any and all claims, demands,
liabilities, obligations, costs, losses and expenses of every kind and nature,
including, but not limited to, court costs and reasonable attorneys' fees, which
we shall ever suffer or incur by reason of or in connection with this Franchise
Agreement, the USBL System, the Licensed Rights or the ownership, maintenance,
or operation of the USBL Franchise by you; provided, however, that the foregoing
indemnification shall exclude, and you shall not be held to have indemnified us
for, any such claims, demands, liabilities, obligations, costs, losses and
expenses that may have been caused by the gross negligence of, or the breach of
this Franchise Agreement by, USBL or its agents or employees.

 11.02Protect Franchise. Notwithstanding the foregoing, we agree to cooperate
 with you to protect you against the infringement of the USBL System and the
 Licensed Rights by third parties, including, but not limited to, the defense or
 prosecution of any law suits, if, in the judgment of our counsel, such action
 is necessary or advisable.

 11.03Franchisee to Maintain Insurance. You agree to maintain insurance of the
 kinds and in the amounts as specified below:

<PAGE>


 (a)All policies of insurance required hereunder, other than those set forth in
 Section 11.03(c) hereof, shall contain a separate endorsement naming us and any
 other third party designated by us, as an additional insured and may not be
 subject to cancellation or modification except on thirty (30) days prior
 written notice to USBL.

 (b)General liability insurance shall be maintained against claims (I) for
 personal injury, (ii) for personal injury relating to death or property damage
 suffered by others upon, in or about the USBL Franchise or occurring as a
 result of the maintenance or operation by you of any automobiles, trucks or
 other vehicles or airplanes or other facilities, (iii) as a result of the use
 of products sold by you or services rendered, (iv) arising out of your
 Franchised Business pursuant to this Agreement, or (v) in connection with the
 operation of the USBL Franchise, in amounts not less than required by any
 applicable lease and in any event not less than Five Hundred Thousand Dollars
 ($500,000.00) per person and One Million Dollars ($1,000,000.00) per occurrence
 for bodily injury and Three Hundred Thousand Dollars ($300,000.00) property
 damage.

 (c)Worker's compensation, unemployment compensation, disability insurance,
 social security and other insurance coverages shall be maintained in such
 amounts as may now or hereafter be required by any applicable law.

 (d)You shall cause certificates of insurance evidencing your compliance with
 the above requirements to be delivered to us annually and upon renewal, and at
 such other times as we may reasonably request.

 All such policies shall insure you and us as their interests may appear, and
 shall protect you and us against any liability which may accrue by reason of
 this Franchise Agreement, the USBL System, the Licensed Rights or the
 ownership, maintenance or operation by you of the USBL Franchise. You shall
 enter into any waiver or waivers of subrogation as requested by us from time to
 time and shall notify your insurance carriers as to the fact that you entered
 into such waiver or waivers of subrogation.

 11.04Franchisee's Obligation Not Limited by Insurance Maintained by Franchisor.
 Your obligation to obtain and maintain the foregoing policy or policies of
 insurance shall not be limited in any way by reason of any insurance which may
 be maintained by us, nor shall your performance of this obligation relieve you
 of any liability under the indemnity provision set forth in Section 11.01
 hereof.

                                           ARTICLE 12- OPERATIONS MANUAL

 12.01Operate in Accordance with Operations Manual. In order to protect the
 reputation and good will associated with the USBL System and to maintain the
 uniform standards of operation thereunder, you shall operate the USBL Franchise
 in strict accordance with the Operations Manual.

 12.02Treat as Confidential. You shall at all times treat as confidential, and
 shall not at any time disclose, copy, duplicate, record or otherwise reproduce
 or permit to be reproduced, in whole or in part, or otherwise make available to
 any unauthorized person or source, the contents of the Operations Manual.

 12.03Sole Property of Franchisor. The Operations Manual shall at all times
 remain the sole property of USBL and shall be returned promptly

<PAGE>

 by you upon the expiration or other termination of this Franchise Agreement.

 12.04Revise Contents. We may, at any time and from time to time, revise the
 contents of the Operations Manual so as to convey to you advancements and new
 developments in products, marketing, techniques and other items and procedures
 relevant to the operation of the USBL Franchise.

                                  ARTICLE 13- DEFAULT; TERMINATION

 13.01Occurrence of Default by Franchisee. The occurrence of any of the
 following events shall constitute a default by you under this Franchise
 Agreement:

 (a)If you shall misuse (i) the USBL Franchise, (ii) any rights granted
 thereunder, (iii) any other names, marks, systems, insignia, symbols or rights
 provided by USBL to you, or otherwise materially impair the good will
 associated therewith or our rights therein, or (iv) if you shall use at, upon
 or in connection with the USBL Franchise, any names, marks, systems, insignia
 or symbols not authorized by USBL.

 (b)If you shall fail to remit to us any payment, when due, including, but not
 limited to, royalty payments.

 (c)If you shall fail to remit to us any financial or other information which
 may be required under this Franchise Agreement.

 (d)If you shall fail to operate the USBL Franchise in accordance with the
 Operations Manual or any other manuals which may be distributed by USBL, or if
 you shall fail to use methods of operation which conform to the specifications
 and standards of USBL or if you shall fail in any other way to maintain our
 standards of organization and business practice in connection with the
 operation of the USBL Franchise.

 (e)If you shall purport to effect any assignment other than as set forth in
 Article 14 hereof.

 (f)If you make, or have made, any misrepresentation to us in connection with
 obtaining this Franchise Agreement or in conducting the Franchised Business.

 (g)If you fail to obtain any prior written approval or consent as expressly
 required by this Agreement.

 (h)If you default in the performance of any other condition or obligation under
 this Agreement or under any other franchise agreement entered into at any time
 whatsoever between you and us.

 (i)If you shall default on the lease of your Approved Arena.

 (j)If you, or any person controlling, controlled by or under common control
 with you, shall be convicted under any law of a felony as defined by that law.

 (k)If your USBL Franchised Team ceases operation without the prior written
 consent of USBL for any reason whatsoever.

 (l)If you or a partner or guarantor thereof becomes insolvent (as revealed by
 its, his or her records or otherwise); or if you file a voluntary petition of
 bankruptcy, or if an involuntary petition is filed against you and such
 petition is not dismissed within thirty

<PAGE>

 (30) days; or if you make an assignment for the benefit of creditors; or if a
 receiver or trustee in bankruptcy or similar officer, temporary or permanent,
 is appointed to take charge of your affairs or any of its, his or her property,
 or if any judgment against you remains unsatisfied or unbonded of record for
 fifteen (15) days (the enforceability of this provision depends upon judicial
 interpretation of the Federal Bankruptcy Act and rules and regulations
 promulgated thereunder).

  (m)If an audit or investigation discloses that you have knowingly withheld the
  reporting of any Gross Receipts.

  (n)If you, or any person controlling, controlled by or under common control
  with you, fails to conduct the USBL Franchise in full compliance with any
  applicable law or regulation.

  (o)If you, or any person controlling, controlled by or under common control
  with you, shall disclose any Confidential Information of USBL to any third
  party.

  13.02Termination of Franchise Agreement by Franchisor. Upon the occurrence of
  any of the events of default as set forth above, we may, without prejudice to
  any other rights or remedies contained in this Franchise Agreement or provided
  by law or equity, terminate this Franchise Agreement. Such termination shall
  be effective five (5) days after written notice is given by USBL to you of any
  of the events set forth in Subsections 13.01(a) through (c) hereof, if such
  defaults are not cured within such five (5) day period. Such termination shall
  be effective fifteen (15) days after written notice is given by USBL to you of
  any of the events set forth in Subsections 13.01(d) through (I) hereof, if
  such defaults are not cured within such fifteen (15) day period. Termination
  shall be effective immediately and without notice, however, upon the
  occurrence of any or all of the events specified in Subsections 13.01(j)
  through (o) hereof, each of which shall be deemed an incurable material breach
  of this Franchise Agreement.

  13.03Description of Default by Franchisee. The description of any default in
  any notice served by USBL upon you shall in no way preclude us from specifying
  additional or supplemental defaults in any action, arbitration, hearing or
  suit relating to this Franchise Agreement or the termination thereof.

  13.04Statutory Limitations of Franchisor's Rights. Notwithstanding anything to
  the contrary contained in this Article 13, in the event any valid, applicable
  law or regulation of a competent governmental authority having jurisdiction
  over this Agreement or the parties hereto shall limit our rights of
  termination hereunder or shall require longer notice periods than those set
  forth above, this Agreement shall be deemed amended to conform to the minimum
  notice periods required by such law and regulation.

  13.05Franchisee's Obligation Upon Termination by Franchisor. Upon termination
  of this Agreement by us for any reason, or upon the expiration of the Initial
  Term or any Renewal Term hereof, you agree:

  (a)To pay immediately to us the full amount of all sums due us by you under
  this Franchise Agreement.

  (b)To cease immediately from using the USBL System, all of the Licensed Rights
  provided hereunder by USBL, and all confusingly

<PAGE>



  similar names, marks, systems, insignia, symbols or other rights, procedures
  or methods.

  (c)To immediately return all property of USBL, including the Operations Manual
  and all other manuals, materials, plans, standards and specifications,
  designs, records and data supplied to you by us as part of the USBL Franchise.

  (d)To cease immediately from holding itself out in any way as a franchisee of
  USBL or from doing anything which would indicate any relationship between you
  and USBL.

  (e)To permit our agents to enter the premises of your Franchised Business and
  to remove or permanently cover all signs or advertisements identifiable in any
  way with our name or image.

  (f)Upon our request, to immediately notify and make arrangements with your
  local telephone company that the telephone number then currently assigned to
  your USBL Franchise should revert to and become the property of USBL at our
  option.

  13.06Separate Franchise Agreements Not Affected by Termination by Franchisor.
  Termination of this Agreement by us shall not affect the rights of you to
  operate other USBL Franchises in accordance with the terms of any other
  franchise agreements until and unless such other franchise agreements, or any
  of them, are terminated in accordance with their rights.

  13.07USBL Retains Fees Upon Termination by Franchisor. Notwithstanding
  anything to the contrary contained in this Agreement, upon termination of the
  Franchise by us, we shall retain any and all fees paid us by you, including,
  without limitation, the Initial Franchise Fee paid us pursuant to Section 6.01
  hereof.

  13.08Franchisor's Right to Cure Upon Default by Franchisee. Notwithstanding
  anything to the contrary contained herein, in the event you default in the
  performance of any of your obligations under this Agreement, we may, but shall
  not be obligated to, cure such default for the account and on your behalf. The
  cost incurred by us in connection with curing such default, including
  attorneys' fees, will be due and payable by you to us on demand. Failure to
  immediately pay such amount shall be deemed a default by you under this
  Agreement By curing such default, we is not waiving its right to terminate
  this Franchise Agreement by virtue of any subsequent default by you.

  13.09Occurrence of Default by Franchisor. The occurrence of any of the
  following events shall constitute a default by us under this Franchise
  Agreement:

  (a)If we make, or have made, any misrepresentation to you in connection with
  obtaining this Agreement.

  (b)If we default in the performance of any condition or obligation under this
  Agreement

  (c)If we, or any person controlling, controlled by or under common control
  with USBL, shall be convicted under any law of a felony as defined by that
  law.

  (d)If we become insolvent; or if we file a voluntary petition of bankruptcy,
  or if an involuntary petition is filed against us and such petition is not
  dismissed within thirty (30) days; or if we make an

<PAGE>


  assignment for the benefit of creditors; or if a receiver or trustee in
  bankruptcy or similar officer, temporary or permanent, is appointed to take
  charge of our affairs or any of our property, or if any judgment against us
  remains unsatisfied or unbonded of record for fifteen (15) days (the
  enforceability of this provision depends upon judicial interpretation of the
  Federal Bankruptcy Act and rules and regulations promulgated thereunder).

  13.10Termination of Franchise Agreement by Franchisee. Upon the occurrence of
  any of the events of default as set forth above, you may, without prejudice to
  any other rights or remedies contained in this Agreement or provided by law or
  equity, terminate this Agreement. Such termination shall be effective thirty
  (30) days after written notice is given by you to us of any of the events set
  forth in Subsections 13.09(a) or (b) hereof, if such defaults are not cured
  within such thirty (30) day period. Termination shall be effective immediately
  and without notice, however, upon the occurrence of any or all of the events
  specified in Subsections 13.09(c) or (d) hereof, each of which shall be deemed
  an incurable material breach of this Agreement.

  13.11Description of Default by Franchisor. The description of any default in
  any notice served by you upon us shall in no way preclude you from specifying
  additional or supplemental defaults in any action, arbitration, hearing or
  suit relating to this Agreement or the termination thereof.

  13.12Statutory Limitations of Franchisee's Rights. Notwithstanding anything to
  the contrary contained in this Article 13, in the event any valid, applicable
  law or regulation of a competent governmental authority having jurisdiction
  over this Agreement or the parties hereto shall limit your rights of
  termination hereunder or shall require longer notice periods than those set
  forth above, this Agreement shall be deemed amended to conform to the minimum
  notice periods required by such law and regulation.

  13.13Franchisee's Obligation Upon Termination by Franchisee. Upon termination
  of the Franchise by you for any reason, or upon the expiration of the Initial
  Term or any Renewal Terms hereof, you agree:

  (a)To cease immediately from using the USBL System, all of the Licensed Rights
  provided hereunder by USBL, and all confusingly similar names, marks, systems,
  insignia, symbols or other rights, procedures or methods.

  (b)To immediately return all property of USBL, including the Operations Manual
  and all other manuals, materials, plans, standards and specifications,
  designs, records and data supplied to you by us as part of the USBL Franchise.

  (c)To cease immediately from holding-- yourself out in any~ way as a
  franchisee of USBL or from doing anything which would indicate any
  relationship between you and us.

  (d)To permit our agents to enter your Franchised Premises and to remove or
  permanently cover all signs or advertisements identifiable in any way with our
  name or image.

  13.14Separate Franchise Agreements Not Affected by Termination by Franchisee.
  Termination of the Franchise by you shall not affect the rights of USBL under
  any other franchise agreement between us and you

<PAGE>

  until and unless such other franchise agreements, or any of them, are
  terminated in accordance with their terms.

  13.15USBL Retains Fees Upon Termination by Franchisee. Notwithstanding
  anything to the contrary contained in this Agreement, upon termination of this
  Agreement by you, we shall retain any and all fees which you paid us,
  including, without limitation, the Initial Franchise Fee paid us pursuant to
  Section 6.01 hereof.

                         ARTICLE 14- ASSIGNMENT; CONDITIONS AND
                                     LIMITATIONS

  14.01Term "Franchisee" Defined for Purposes of this Article. The term
  "Franchisee" or "You" as used in this Article 14 shall be deemed to include
  the person or persons who control your Franchised Business as disclosed to us
  in writing upon the execution of this Franchise Agreement, which disclosure is
  attached hereto as Exhibit "A."

  14.02Franchise Not Assignable. You shall neither sell, assign, transfer nor
  encumber the USBL Franchise or this Franchise Agreement, the Licensed Rights
  or any other interest created hereunder, nor suffer or permit any such
  assignment, transfer or encumbrance to occur by operation of law or otherwise,
  without the prior written consent of USBL, which consent we agree we will not
  unreasonably withhold; provided, however, such consent will be contingent upon
  you and the proposed transferee complying with certain obligations as set
  forth in this Article 14.

  14.03Franchisee a Corporation, Partnership or Unincorporated Association. If
  you are a corporation, partnership, unincorporated association or similar
  entity, the terms of this Article shall be deemed to apply to any sale,
  resale, pledge, assignment, transfer or encumbrance of the voting stock of, or
  other ownership interest in, your Franchised Business, which would alone or
  together with other related previous or proposed transfers result in a change
  of "control" of Franchisee within the meaning of the Securities Exchange Act
  of 1934, 15 U.S.C. Section 78 et. seq., and the regulations thereunder.

  14.04Death or Disability of Franchisee. If you are an individual, in the event
  of your death, disability or permanent incapacity, we shall not unreasonably
  withhold our consent to the transfer of all of the interest of Franchisee to
  his or her spouse, heirs or relatives, by blood or marriage, whether such
  transfer is made by will or by operation of law, provided that the
  requirements of this Article have been met, and such spouse, heirs or
  relatives conform to the guidelines then currently in effect for the
  acceptance of new franchisees. In the event that your heirs do not obtain the
  consent of USBL as prescribed herein, the personal representative of
  Franchisee shall have a reasonable time to dispose of your interest hereunder,
  which disposition shall be subject to all the terms and conditions for
  transfers under this Agreement.

  14.05Offer to Purchase Franchise. If you receive from a third person and
  desire to accept a bona fide written offer to purchase your Franchised
  Business, the Licensed Rights and the other interests granted hereunder; USBL,
  or its nominee, shall have the option, exercisable within forty-five (45) days
  after written notice and receipt of a copy of such offer and receipt of the
  other information set forth herein, to purchase such business, Licensed Rights
  and other interests on the same terms and conditions as offered by said third
  party, or for the same purchase price payable in cash as offered by

<PAGE>


  said third party. In order that we may have information sufficient to enable
  us to determine whether to exercise our option, you shall deliver to us
  certified financial statements as of the end of your most recent fiscal year
  and such other information about the Franchised Business and your operations
  as you have provided to such third party. If we do not exercise our option,
  you may, within sixty (60) days from the expiration of the aforesaid
  forty-five (45) day period, sell, assign and transfer our business, franchise,
  Licensed Rights and other interests granted hereunder to said third party,
  provided we have consented to such transfer as required by this Article. Any
  material change in the terms of the offer or any change in the offering price
  prior to closing of the sale to such third party shall constitute a new offer,
  subject to the same rights of first refusal by USBL or its nominee as in the
  case of an initial offer. If and when the Franchise is sold and accepted by us
  for a price of more than two times the original price paid by you then 20% of
  the amount above the 100% appreciation must be paid to the us within five (5)
  business days or the sale will not be accepted by USBL. (EXAMPLE: If franchise
  is sold originally to you for $300,000.00 and resold five years later for
  $700,000.00 the payment to us will be $20,000.00, i.e. $300,000.00 original
  price 100% appreciation to $600,000.00 and then 20% of remaining $100,000.00
  is payable within five business days to USBL). Failure by us to exercise the
  option afforded by this Section 14.05 hereof shall not constitute a waiver of
  any other provision of this Agreement. No Franchise may be sold if the
  original owners are not in full compliance with the USBL Franchise Agreement,
  Team Dues, Fines, etc.

  14.06Restriction on Transfer to Appear on Securities or Partnership Shares. In
  the event you or your successor is a corporation or partnership or similar
  entity, it is agreed as follows:

  (a)The Articles of Incorporation (the "Articles") and the By-Laws (the
  "By-Laws") of such corporation, or the Partnership Agreement (the "Partnership
  Agreement") of such partnership, respectively, shall reflect that the issuance
  and transfer of voting stock, partnership shares or other ownership interest
  therein (collectively, the "Securities or Partnership Shares"), are restricted
  by the terms of this Agreement. You shall furnish us at the time of execution
  of this Agreement or at the time of any subsequent transfer or assignment of
  this Agreement to a corporation or partnership, an agreement executed by all
  stockholders or partners of Franchisee, stating that no stockholder or partner
  will sell, assign or transfer voluntarily or by operation of law any
  Securities or Partnership Shares of Franchisee to any person or entity other
  than existing stockholders or partners (and then only to the extent permitted
  hereunder) without the prior written consent of USBL. All Securities or
  Partnership Shares issued by you will bear the following legend which shall be
  printed legibly and conspicuously on each stock certificate, evidence of
  partnership interest, or other evidence of ownership interest: "The transfer
  of these securities [partnership shares] is subject to the terms and
  conditions of a Franchise Agreement with the United States Basketball League,
  Inc., a Delaware corporation ("Franchisor"), dated _________________.
  Reference should be made to said Franchise Agreement and to the restrictive
  provisions of the Articles and By- Laws of this corporation [of the
  Partnership Agreement of this partnership], copies of which are on file in our
  principal office located at 46 Quirk Road, Milford, Connecticut 06460."


<PAGE>

   Astop transfer order shall be in effect against the transfer of any
   Securities or Partnership Shares on your records, except transfers permitted
   by this Article 14.

   (b)In the event that you ever desire to sell your Securities or Partnership
   Shares to the public, you shall present any offering circular or prospectus
   to USBL for our review within a reasonable time, and in no event less than
   sixty (60) days prior to such offering becoming effective. You agree not to
   offer your Securities or Partnership Shares by use of the name "the United
   States Basketball League, Inc." or any name similar thereto. However, you may
   make appropriate reference to the fact that you are a franchisee of USBL.

   14.07Restrictions on Transfer Reasonable. By entering into this Franchise
   Agreement, you acknowledge and agree that the restrictions on transfer
   imposed herein are reasonable and are necessary to protect the USBL System
   and the Licensed Rights, as well as our reputation and image, and are for the
   protection of USBL, you and other franchisees. Any assignment or transfer
   permitted by this Article shall not be effective until we receive a fully
   executed copy of all transfer documents and consent thereto in writing.

   14.08Consent to Transfer Not Unreasonably Withheld. We agree not to
   unreasonably withhold our consent to a sale, assignment or transfer by you
   hereunder. Consent to any such transfer otherwise permitted or permissible as
   reasonable may be refused unless we determine that:

   (a)All of your obligations created by this Agreement and all other franchise
   documents and agreements, and the relationship created hereunder, are
   expressly assumed by the transferee ("Transferee"), and Transferee expressly
   agrees to perform such obligations.

   (b)All of your ascertained or liquidated debts to us are paid.

   (c)You are not in default under this Agreement or any other franchise or
   other agreement between you and USBL.

   (d)Transferee satisfactorily completes the training required of new
   franchisees on our then current terms prior to the date of transfer (current
   charge $4,000.00 per trainee).

   (e)Transferee, at the time of transfer, sale or assignment, is financially
   responsible and economically capable of performing the obligations of
   Franchisee under this Agreement and Transferee meets all of the requirements
   of USBL for new franchisees, including, but not limited to, good reputation
   and character, business acumen, operational ability, financial strength,
   Letter of Credit and other business considerations.

   (f)Transferee executes or, in appropriate circumstances, causes all necessary
   parties to execute, our standard form of the then current Franchise Agreement
   for the USBL Franchise and such other then current ancillary agreements being
   required by USBL of new franchisees.

   (g)At either our or your request, you and USBL shall execute general releases
   in a form satisfactory to us, of any and all claims each may have against the
   other and their respective officers, directors, shareholders and employees,
   in their corporate and individual capacities, including, without limitation,
   all claims arising under any federal, state or local law, rule or ordinance.


<PAGE>

   (h)You or transferee pays to us a transfer fee, in addition to the Assignment
   Fee set forth in Section 14.09 hereof, in an amount sufficient to cover our
   reasonable costs in effecting the transfer and in providing training and
   other initial assistance to Transferee.

   14.09Assignment Fee. If you elect to assign this Franchise Agreement (which
   assignment is subject to our approval as set forth in this Article), you will
   be required to pay us an amount equal to the greater of (i) two percent (2%)
   of the then current initial franchise fee being charged to new franchisees,
   or (ii) Five Thousand Dollars ($5,000.00) as an assignment review fee (the
   "Assignment Fee"); provided, however, that no Assignment Fee will be charged
   to you if such assignment results from (i) a corporate or partnership
   reorganization in which no third party shareholders or partners obtain or
   acquire an interest in Franchisee, or (ii) under circumstances wherein you
   changes its form only and no resulting change in ownership effectively occurs
   (if for example, you are a sole proprietor incorporating with all shares of
   the newly-formed corporation owned by the sole proprietor).

   14.10Franchise Agreement Assignable by USBL. This Agreement shall inure to
   the benefit of USBL, its successors and assigns, and we shall have the right
   to transfer or assign this Agreement to any other person, firm or legal
   entity. In the event of such assignment, we will be relieved of all
   obligations or liabilities relating to this Agreement.

                     ARTICLE 15- NON-COMPETITION; CONFIDENTIALITY

   15.01No Ownership in Competing Business. You and persons controlling,
   controlled by or under common control with you, will not, directly or
   indirectly, without our prior written consent:

   (a)Have, during the Initial Term of this Franchise Agreement, or any Renewal
   Term hereof, and for a period of five (5) years following termination or
   expiration of this Agreement, any interest, direct or indirect, in the
   ownership or operation of any business engaged in operating a professional
   basketball team which is not part of the USBL System.

   (b)At any time during the Initial Term of this Franchise Agreement, or any
   Renewal Term hereof, or at any time thereafter, use, in connection with the
   operation of any business wherever located, other than the subject licensed
   USBL Franchise, any of the Licensed Rights or any other trademarks, trade
   names, marks, systems, insignia or symbols, licensed by us to you pursuant to
   this Agreement.

   15.02Right of Inspection. During the term of this Agreement, any officer,
   area supervisor or designee of USBL shall have the right to inspect any
   business involved in basketball in which you have an interest and any books
   and records relating to any such business, which inspections shall occur at
   reasonable times and during normal business hours, to the extent reasonably
   necessary to determine whether the conditions of this Article are being
   satisfied.

   15.03Non-Disclosure. You and your agents, employees, representatives and
   officers shall hold in confidence and shall cause to be held in confidence,
   the USBL System and all parts thereof and shall not disclose or permit the
   disclosure of the USBL System or any part thereof to any person, corporation
   or other entity whatsoever. It is understood and agreed that the USBL System
   is a comprehensive program of accounting, management systems, techniques and
   business operations

<PAGE>


   and systems that would, if used by other persons, firms or corporations,
   negate a substantial competitive advantage which is presently enjoyed by
   USBL. You accordingly agree that you shall not at any time, without our prior
   written consent, disclose or permit the disclosure of (except to such
   employees or agents as must have access to such information in order to
   operate the USBL Franchise), or use or permit the use of, the USBL System, or
   any part thereof, except as may be required by applicable law or authorized
   by this Franchise Agreement.

   15.04Confidentiality. You and your agents, employees, representatives and
   officers shall at all times treat as confidential the Operations Manual, any
   other manuals or materials designated for use with the USBL System and such
   other information as we may designate from time to time for confidential use
   with the USBL System, including, without limitation, pricing information,
   sources of inventory supply and purchase, price structure information from
   vendors, marketing and advertising strategies and channels of distribution
   (as well as all other trade secrets and confidential information, knowledge
   and know- how concerning the operation of the USBL Franchise that may be
   imparted to, or acquired by you from time to time in connection with this
   Franchise Agreement). You and your agents, employees, representatives and
   officers shall use all reasonable efforts to keep such information
   confidential. You acknowledge that the unauthorized use or disclosure of such
   confidential information will cause substantial damage and irreparable injury
   to USBL. Accordingly, you agree that you shall not at any time, without our
   prior written consent, disclose or permit the disclosure of (except to such
   employees or agents as must have access to such information in order to
   develop or operate the USBL Franchise), or use, or permit the disclosure or
   use (except as may be required by applicable law or authorized by this
   Agreement), of such information, in whole or in part, or otherwise make the
   same available to any unauthorized person or source. Any and all information,
   knowledge and know-how not generally known about the USBL System and our
   services, standards, specifications, systems, procedures and techniques, and
   such other information or material as we may designate as confidential, shall
   be deemed confidential for purposes of this Agreement, except information
   which you can demonstrate came to your attention prior to disclosure thereof
   by USBL, or which is or has become a part of the public domain through lawful
   publication or communication by others. The Operations Manual, any other
   manuals or materials designated for use with the USBL System, and all
   confidential information shall at all times be deemed, and shall remain, the
   sole property of USBL, and you shall acquire no rights, title or interest
   therein by virtue of your authorization pursuant to this Agreement to possess
   and use the same.

                                ARTICLE 16- GENERAL MATTERS

   16.01No Personal Liability. It is understood and agreed that neither the
   shareholders, directors, officers, agents or employees of USBL shall have any
   personal liability whatsoever for the discharge of our responsibilities
   hereunder, or for any default by USBL, and that with respect to any and all
   claims, demands, liabilities or obligations whatsoever arising out of or in
   connection with this Agreement, you shall look solely to us for any redress
   in accordance with the terms of this Agreement.

   16.02Designation of Representatives. For so long as this Franchise Agreement
   shall remain in effect, you shall maintain on file with us a written
   designation of one or more individuals who-shall have authority to act for
   and on your behalf in connection with the matters

<PAGE>


   contemplated by this Agreement It is understood and agreed that the initial
   such representatives shall be those identified on Exhibit "A" as "Franchisee
   Representatives" and that such individuals shall continue to be your
   designated representatives unless and until such designation is changed by
   written notice signed by you to USBL. It is further understood and agreed
   that we shall have the full and absolute right to rely on any and all
   statements or communications by or from any of said designated
   representatives, and shall be completely protected by you in relying thereon.

   16.03Notices. All notices and other communications permitted or required by
   the provisions of this Agreement shall be in writing and shall be personally
   delivered or sent through the United States Postal Service, or any official
   successor thereto, designated as registered or certified mail, return receipt
   requested, bearing adequate first class postage and addressed as hereinafter
   provided. Notices delivered in person shall be effective upon the date of
   delivery. Notices by mail shall be effective upon the receipt thereof by the
   addressee or upon the fifth (5th) calendar day subsequent to the postmark
   date, whichever is earlier. Rejection or the refusal to accept or the
   inability to deliver because of a change in address of which no notice was
   given as provided herein shall be deemed to be receipt of the notice sent as
   of the fifth (5th) calendar day subsequent to the postmark date. By giving to
   the other party hereto at least thirty (30) days' notice thereof, any party
   hereto shall have the right from time to time and at any time while this
   Agreement is in effect to change the respective addresses thereof and each
   shall have the right to specify as the address thereof any other address
   within the continental United States. Notices concerning emergency situations
   may be orally communicated in person or by telephone or sent by facsimile
   ("FAX"), but shall be promptly confirmed by written notice. Each notice to
   you and USBL shall be addressed, until notice of change as aforesaid, as
   follows:

   (a)If intended for Franchisee, to: ===========================

   (b)If intended for Franchisor, to:

           The United States Basketball League, Inc.
           46 Quirk Road
           Milford, CT 06460
           Attention:President

   16.04Counterparts. This Agreement may be executed in any number of
   counterparts, each of which shall be deemed an original, but all of which
   together, shall be deemed to be one and the same instrument.

   16.05Terminology. All personal pronouns in this Agreement, whether used in
   the masculine, feminine or neuter gender, shall include all other genders;
   the singular shall include the plural and the plural shall include the
   singular.

   16.06Governing Law. This Agreement shall be governed by and construed in
   accordance with the laws of the State of Connecticut, which laws shall
   prevail in the event of any conflict of laws, except to the extent governed
   by the United States Trademark Act of 1946 (Lanham Act, 15 U. S. C. Section
   1051 et seq.). Any and all suits for any breach or other dispute arising from
   this Franchise Agreement must be

<PAGE>

   instituted and maintained in the Superior Court of Ansonia in the County of
   New Haven, State of Connecticut.

   16.07Arbitration. Except as specifically otherwise provided -in this
   Agreement, USBL and you agree that disputes arising under the terms of this
   Agreement which cannot be amicably settled shall be determined by
   arbitration, except for the following disputes: unlawful detainer actions,
   actions to protect the Trademarks, willful under-reporting of royalties due
   and any other willful fraud actions. Arbitration proceedings shall be
   conducted in accordance with the rules then prevailing of the American
   Arbitration Association and the rules of a court of equity and shall take
   place at the office of the American Arbitration Association nearest the home
   office of Franchisor. Enforcement of any award must be in the Superior Court,
   Judicial District of Ansonia at Milford, Connecticut. Nothing contained
   herein shall bar the right of either party to obtain injunctive relief
   against threatened conduct that will cause loss or damages under the usual
   equity rules, including the applicable rules for obtaining preliminary
   injunctions, provided an appropriate bond against damages is obtained.

   16.08Severability. This Agreement is intended to be performed in accordance
   with, and only to the extent permitted by, all applicable laws, ordinances,
   rules and regulations. If any provision of this Agreement, or the application
   thereof to any person or circumstances, shall, for any reason and to any
   extent, be invalid or unenforceable, the remainder of this Agreement and the
   application of such provision to other persons or circumstances shall not be
   affected thereby, but rather shall be enforced to the fullest extent
   permitted by law.

   16.09No Partnership. You shall not and do not by this Agreement in any way or
   for any purpose become a partner of USBL or a joint venturer or a member of
   any joint enterprise with USBL. Similarly, we shall not and do not by this
   Agreement in any way or for any purpose become your partner of or a joint
   venturer or a member of any joint enterprise with you.

   16.10Remedies Cumulative; Waiver; Consents. All rights and remedies of USBL
   and of Franchisee enumerated in this Agreement shall be cumulative and,
   except as specifically contemplated otherwise by this Agreement, none shall
   exclude any other right or remedy allowed at law or in equity and said rights
   or remedies may be exercised and enforced concurrently. No waiver by us or by
   you of the breach of any covenant or condition of this Agreement to be kept
   or performed by the other party shall constitute a waiver of any subsequent
   breach of such covenant or condition or authorize such breach or
   nonobservance on any other occasion of the same or any other covenant or
   condition of this Agreement. Subsequent acceptance by us of any payments due
   to us hereunder shall not be deemed to be a waiver by USBL of any preceding
   breach by you of any terms, covenants or conditions of this Agreement.
   Whenever this Agreement requires our prior approval or consent, you shall
   make a timely written request, pursuant to the notice requirements set forth
   in Section 16.03 hereof, to USBL, for such approval to be obtained in
   writing. We will also consider granting, in our sole discretion, other
   reasonable requests individually submitted by you in writing. We make no
   warranties or guarantees upon which you may rely, and we assume no liability
   or obligation to you, by providing any approval, consent, or suggestion to
   you in connection with this Agreement, or by reason of any neglect or delay
   in granting or making, or by reason of any denial of, any request for any
   such approval, consent or suggestion.

<PAGE>


   16.11Joint and Several Obligation. If Franchisee consists of more than one
   person or entity, their liability under this Franchise Agreement shall be
   deemed to be joint and several.

   16.12Acknowledgments by Franchisee. YOU ACKNOWLEDGE THAT:

   (a)YOU OR YOUR OFFICERS, YOUR PARTNERS OR YOUR PRINCIPALS HAVE CONDUCTED AN
   INDEPENDENT INVESTIGATION OF THE BUSINESS CONTEMPLATED BY THIS FRANCHISE
   AGREEMENT AND YOU RECOGNIZE THAT THE VENTURE INVOLVES BUSINESS RISKS MAKING
   THE SUCCESS OF THE VENTURE LARGELY DEPENDENT UPON YOUR BUSINESS ABILITIES.
   USBL EXPRESSLY DISCLAIMS THE MAKING OF, AND YOU ACKNOWLEDGE THAT YOU HAVE NOT
   RECEIVED OR RELIED UPON, ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, AS TO
   THE POTENTIAL VOLUME, PROFITS OR SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED
   BY THIS FRANCHISE AGREEMENT.

   (b)NEITHER YOU NOR ANY OF YOUR OFFICERS, YOUR PARTNERS OR YOUR PRINCIPALS
   HAVE KNOWLEDGE OF ANY REPRESENTATIONS MADE BY USBL OR YOUR OFFICERS,
   DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR SERVANTS, ABOUT THE BUSINESS
   CONTEMPLATED BY THIS FRANCHISE AGREEMENT THAT ARE CONTRARY TO THE TERMS OF
   THIS FRANCHISE AGREEMENT, THE DOCUMENTS REFERRED TO HEREIN, OR THE OFFERING
   CIRCULAR REQUIRED BY APPLICABLE STATE OR FEDERAL AUTHORITIES AND YOU FURTHER
   REPRESENT TO USBL, AS AN INDUCEMENT TO USBL TO ENTER INTO THIS FRANCHISE
   AGREEMENT, THAT USBL HAS MADE NO MISREPRESENTATIONS TO YOU, OTHER THAN AS SET
   FORTH HEREIN, IN OBTAINING THIS FRANCHISE AGREEMENT.

   (c)YOU OR YOUR OFFICERS, YOUR PARTNERS OR YOUR PRINCIPALS HAVE RECEIVED, READ
   AND UNDERSTOOD THIS FRANCHISE AGREEMENT AND ALL OTHER RELATED DOCUMENTS TO BE
   EXECUTED BY YOU CONCURRENTLY OR IN CONJUNCTION WITH THE EXECUTION HEREOF; YOU
   OR YOUR OFFICERS, YOUR PARTNERS OR YOUR PRINCIPALS HAVE OBTAINED THE ADVICE
   OF COUNSEL OR, WITH FULL KNOWLEDGE OF THE CONSEQUENCES, HAVE WAIVED THE
   ADVICE OF COUNSEL IN CONNECTION WITH YOU ENTERING INTO THIS FRANCHISE
   AGREEMENT, THAT YOU AND YOUR OFFICERS, YOUR PARTNERS OR YOUR PRINCIPALS
   UNDERSTAND THE NATURE OF THIS FRANCHISE AGREEMENT; AND YOU AND YOUR OFFICERS,
   YOUR PARTNERS OR YOUR PRINCIPALS INTEND TO COMPLY HEREWITH AND BE BOUND
   HEREBY.

   (d)YOU AND YOUR OFFICERS, YOUR PARTNERS OR YOUR PRINCIPALS UNDERSTAND AND
   ACKNOWLEDGE THE VALUE TO THE USBL SYSTEM OF UNIFORM AND ETHICAL STANDARDS OF
   QUALITY, APPEARANCE AND SERVICE DESCRIBED IN AND REQUIRED BY THE OPERATIONS
   MANUAL AND THE NECESSITY OF OPERATING THE USBL FRANCHISE UNDER THE STANDARDS
   SET FORTH IN THE OPERATIONS MANUAL. YOU REPRESENT THAT YOU HAVE THE
   CAPABILITIES, BOTH FINANCIAL AND OTHERWISE, TO COMPLY WITH THE STANDARDS OF
   USBL.

   (e)YOU ACKNOWLEDGE THAT OUR APPROVAL OR SELECTION OF AN EXCLUSIVE FRANCHISED
   AREA OR APPROVED ARENA FOR THE USBL FRANCHISE DOES NOT IMPLY ANY ASSURANCE OR
   PREDICTION OF PROFITABILITY. SUCH APPROVAL OR SELECTION SIMPLY REPRESENTS
   THAT THE PARTICULAR EXCLUSIVE FRANCHISED AREA OR APPROVED ARENA FALLS WITHIN
   THE ACCEPTABLE DEMOGRAPHIC AND OTHER CRITERIA THAT WE HAVE ESTABLISHED AS OF
   THE TIME PERIOD ENCOMPASSING THE EVALUATION. BOTH YOU AND USBL ACKNOWLEDGE
   THAT AT ANY TIME AFTER OUR APPROVAL OR SELECTION OF AN EXCLUSIVE FRANCHISED
   AREA OR APPROVED ARENA CERTAIN DEMOGRAPHIC OR ECONOMIC FACTORS INCLUDED IN OR
   EXCLUDED FROM OUR EXCLUSIVE FRANCHISED AREA OR APPROVED ARENA CRITERIA COULD
   CHANGE EITHER POSITIVELY OR NEGATIVELY, THEREBY ALTERING THE VIABILITY OF THE
   EXCLUSIVE FRANCHISED AREA OR APPROVED ARENA. SUCH VARIATIONS ARE BEYOND OUR
   CONTROL AND WE WILL NOT BE RESPONSIBLE FOR ANY CHANGES IN THE DESIRABILITY OF
   THE EXCLUSIVE FRANCHISED AREA OR APPROVED ARENA.

<PAGE>


   (f)YOU ACKNOWLEDGE THAT UNLESS YOU EXPRESSLY INFORM US IN WRITING, AT THE END
   OF OUR INITIAL TRAINING PROGRAM THAT YOU DO NOT FEEL COMPLETELY TRAINED IN
   THE OPERATION OF A USBL FRANCHISE, IF YOU AND ANY MANAGER OF THE USBL
   FRANCHISE OPERATED BY YOU COMPLETE ALL PHASES OF THE INITIAL TRAINING PROGRAM
   TO OUR SATISFACTION THEY WILL BE DEEMED TO HAVE BEEN SUFFICIENTLY TRAINED IN
   THE OPERATION OF A USBL FRANCHISE.

   (g)ANY STATEMENT REGARDING THE POTENTIAL OR PROBABLE REVENUES OR PROFITS OF
   THE BUSINESS VENTURE OR STATISTICAL INFORMATION REGARDING ANY EXISTING USBL
   OWNED OR FRANCHISEE OWNED USBL FRANCHISE THAT IS NOT CONTAINED IN OUR
   FRANCHISE OFFERING CIRCULAR IS UNAUTHORIZED, UNWARRANTED AND UNRELIABLE AND
   SHOULD BE REPORTED TO USBL IMMEDIATELY.

   (h)IF YOU ARE A CORPORATION, YOU ARE DULY INCORPORATED AND ARE QUALIFIED TO
   DO BUSINESS IN THE STATE AND ANY OTHER APPLICABLE JURISDICTION WITHIN THE
   EXCLUSIVE FRANCHISED AREA. THE OFFICERS OF FRANCHISEE EXECUTING THIS
   FRANCHISE AGREEMENT ON YOUR BEHALF HAVE ALL REQUISITE CORPORATE AUTHORITY TO
   BIND YOU TO THIS FRANCHISE AGREEMENT.

   (i)THE EXECUTION OF THIS FRANCHISE AGREEMENT BY YOU WILL NOT CONSTITUTE A
   VIOLATION OF OR VIOLATE ANY OTHER AGREEMENT OR COMMITMENT TO WHICH YOU ARE A
   PARTY.

   (j)ANY INDIVIDUAL EXECUTING THIS FRANCHISE AGREEMENT ON YOUR BEHALF IS DULY
   AUTHORIZED TO DO SO AND THIS FRANCHISE AGREEMENT SHALL CONSTITUTE A VALID AND
   BINDING OBLIGATION OF FRANCHISEE AND, WHERE APPLICABLE, ALL OF ITS PARTNERS
   IF YOU ARE A PARTNERSHIP.

   16.13Titles for Convenience. Article and Section titles used in this
   Agreement are for convenience only and shall not be deemed to affect the
   meaning or construction of any of the terms, provisions, covenants or
   conditions of this Agreement.

   16.14Entire Agreement. This Agreement and the Operations Manual contain all
   of the terms and conditions agreed upon by USBL and you with reference to the
   subject matter hereof. No other agreements, oral or otherwise, shall be
   deemed to exist or to bind any of said parties and all prior agreements and
   understandings are superseded hereby. No officer, employee or agent of USBL
   has any authority to make any representation or promise not contained in this
   Agreement or in any Offering Circular for prospective franchisees required by
   applicable law or the Operations Manual except in such manner as may be
   described herein or in the Operations Manual. You agree that you have
   executed this Franchise Agreement without reliance upon any such unauthorized
   representation or promise. The relationship between USBL and you (including
   that documented in this Agreement) cannot be modified or changed except by a
   written instrument signed by USBL and you or by our written revisions of the
   Operations Manual.

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
   executed and their corporate seals to be affixed hereunto by their respective
   duly authorized officers as of the date and year first indicated above.

                               Franchisor:
                               The United States Basketball League, Inc.

                               By: ___________________________

Witness
                               Its: ___________________________
_________________________


Attest: _________________________




_____________________
Witness
                                 Its: ____________________________


[CORPORATE SEAL]

                                 Franchisee: ______________________________
                                                  If corporation:

____________________             By: ___________________________
Witness
                                 Its: ___________________________

Attest: ____________

--------------------
Witness                          Its: ____________________________


[CORPORATE SEAL]                 If partnership:

____________________             By: ___________________________
Witness
                                 Its: ___________________________

Attest: __________________
_____________________
Witness                          Its: ____________________________


[CORPORATE SEAL]




<PAGE>


                                  EXHIBIT "A"

                   PERSON OR PERSONS WHO CONTROL FRANCHISEE:

                          FRANCHISEE REPRESENTATIVES:
                                [SEAL]



<PAGE>