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                                                                   EXHIBIT 10.20

                            BROADBAND SPORTS, INC.
                              STRATEGIC AGREEMENT

     This Strategic Agreement (this "Agreement") is made and entered into as of
April 12, 2000 (the "Effective Date"), by and between DIRECTV Enterprises, Inc.,
a Delaware corporation ("Enterprises") and DIRECTV, Inc., a California
corporation and a wholly-owned subsidiary of Enterprises ("DTV"), on the one
hand, and Broadband Sports, Inc., a Delaware corporation ("BBS"), on the other
hand.  Enterprises and DTV are sometime referred to herein collectively as
"DIRECTV".  Enterprises, DTV and BBS shall each constitute a "Party" under this
Agreement and shall collectively constitute the "Parties" under this Agreement.

                                   RECITALS

     WHEREAS, DIRECTV has established a direct broadcast satellite ("DBS")
service-based multi-channel distribution system in the USA currently known as
"DIRECTV";

     WHEREAS, BBS is a leading provider of content to sports enthusiasts;

     WHEREAS, BBS and DIRECTV desire to enter into this Agreement to set forth
the terms upon which the Parties may engage in investment, programming and
advertising/promotional opportunities;

     NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, BBS and DIRECTV agree as set forth
herein:

1.   DEFINITIONS:
     -----------

     The following terms and variations thereof, as used herein, shall have the
meanings listed below.  Terms not defined in this Section shall have the
meanings ascribed to them elsewhere in the Agreement.

     "Affiliated Company":  With respect to any Person, another Person
     controlled by, under common control with or controlling (i.e., the power to
     direct affairs by reason of ownership of voting stock, by contract or
     otherwise) such Person.

     "Ancillary Equity Agreements":  The following additional agreements
     (individually or collectively, as the context so indicates): (a) the Stock
     Purchase Agreement in the form attached hereto as Exhibit "A" and
     incorporated herein by this reference; (b) the Warrant Agreement in the
     form attached hereto as Exhibit "B" and incorporated herein by this
     reference; and (c) the Investor Rights Agreement in the form attached
     hereto as Exhibit "C" and incorporated herein by this reference.

     "BBS Properties": Internet web sites on the World Wide Web that are owned,
     managed, maintained or otherwise controlled by BBS or its agents from time
     to time.  As of the Effective Date, the BBS Properties includes
     AthletesDirect, College Sports Xchange, Pro Sports Xchange, RotoNewsDirect,
     SportsAuthenticsDirect and SportsWritersDirect.

     "Common Stock":  The shares of the common stock of BBS, $.001 par value per
     share.
<PAGE>

     "Competing Multi-Channel System":  Any multi-channel television
     distribution system, including without limitation any multi-channel cable
     or satellite-delivered television distribution system, operated wholly or
     predominantly in the USA, other than the DTV System. By way of example (but
     not limitation), a Competing Multi-Channel System would include, for
     example, the Dish Network and Time Warner Cable, but would not include, for
     example,





     "DTV Programming Services":  Any programming service, whether owned or
     operated by DTV or by a third Person, distributed over the DTV System to
     DTV Subscribers.

     "DTV Subscribers": Those customers (both residential and non-residential
     customers) authorized by DTV to receive the DTV System.

     "DTV System": The DBS service owned and operated by DIRECTV and/or its
     Affiliates currently known as "DIRECTV" which utilizes DBS communications
     satellites located at 101 degrees W.L. to provide programming to
     subscribers in the United States (and any successor service).

     "Impression": An on-line user's exposure to an advertisement, including,
     without limitation, to the applicable advertiser's trademark or logo; or
     any teaser, icon, or link to an Internet site of or designated by such
     advertiser.

     "Internet Sports Provider":  An on-line service, web-site or Internet
     destination that features, as its predominant category of content, any or
     any combination of the following: sports-related news, sports information,
     sports programming, sales of sports-related memorabilia and/or sales of
     licensed professional/collegiate team wear, apparel or products.

     "Laws": Any FCC and any other governmental (whether international, federal,
     state, municipal or otherwise) statute, law, rule, regulation, ordinance,
     code, directive and order, including, without limitation, any court order.

     "Person": Any natural person, corporation, division of a corporation,
     partnership, trust, joint venture, limited liability company, association,
     company, estate, unincorporated organization or government or any agency or
     political subdivision thereof.

     "Professional League Packages" Those "season packages" of live professional
     sports league programming made available by DIRECTV to its DTV Subscribers.
     The Professional League Packages currently made available by DTV are the
     "MLB Extra Innings" package (comprised of Major League Baseball games) (the
     "MLB Package"), "NFL Sunday Ticket" package (comprised of National Football
     League games) (the "NFL Package"), the "NBA League Pass" package (comprised
     of National Basketball Association games) (the "NBA Package") and the "NHL:
     Center Ice" package (comprised of National Hockey League games) (the "NHL
     Package").

     "Public Financing":  The initial public offering of securities of BBS
     pursuant to a firmly underwritten sale of Common Stock registered by the
     Company in compliance with the Securities Exchange Act of 1934 resulting in
     proceeds to BBS of at least $20,000,000.

                                       2
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     "TWOS": The full motion video program promoting DTV sports
     programming/packages entitled "This Week on Sports" currently running on
     the TWOS Channel of the DTV System.

     "TWOS Channel": The full motion video programming service promoting DTV
     sports programming/packages currently operated and programmed by DTV and
     made available to all DTV Subscribers.  On the Effective Date, the TWOS
     Channel appears on Channel 212 on the DTV System and is currently channel-
     mapped to Channels 601 and 701 on the DTV System.

     "TWOS Term": The thirty-six (36) month period commencing on August 1, 2000
     (subject to the provisions of Section 4.8 below).


2.      ISSUANCE OF BBS SECURITIES TO ENTERPRISES:
        -----------------------------------------

     2.1  Issuance: Subject only to Enterprises' execution and delivery to BBS
          --------
          of the Ancillary Equity Agreements and Enterprises' delivery to BBS of
          the Upfront Stock Purchase Price, BBS shall issue to Enterprises (i)
          6,804,417 shares of Common Stock (subject to increase pursuant to
          Section 2.2(a), the "Upfront Stock") and (ii) a warrant (the
          "Warrant") to purchase an additional 13,608,834 shares of Common
          Stock. BBS has advised Enterprises that it anticipates a reverse split
          of the number of shares of Common Stock and the Parties expressly
          understand that the share numbers described in this Section 2 refer to
          pre-split shares.

     2.2  Pre-Public Financing Adjustments: Notwithstanding the provisions of
          --------------------------------
          Section 2.1 above, if, immediately prior to the consummation of a
          Public Financing, the then number of shares of Common Stock of BBS
          determined on a fully-diluted basis (including all Common Stock
          issuable upon the conversion or exercise of any warrant, right or
          other security of BBS and excluding the Upfront Stock, the Warrant and
          any shares of Common Stock being sold in connection with the Public
          Financing) (the "Actual Number of Common Shares") differs from
          355,341,779 by more than 1,000,000 shares, then the following shall
          apply:

          (a)  If the Actual Number of Common Shares, is greater than
               356,341,779, Enterprises shall have the right, but not the
               obligation, prior to the Public Financing, to purchase an
               additional number of shares of Common Stock (as Upfront Stock) so
               that the aggregate number of shares of Common Stock purchased by
               Enterprises as Upfront Stock is equal to two percent (2%) of
               ninety percent (90%) of the quotient obtained by dividing the
               Actual Number of Common Shares by 0.94 (i.e., 0.018 times [the
               Actual Number of Common Shares divided by 0.94]). The per share
               purchase price for any such additional shares of Common Stock
               shall be as set forth in Section 2.3 below. If Enterprises makes
               the foregoing election, then, in addition, BBS shall issue
               additional warrants to Enterprises (as part of the Warrant) so
               that the aggregate number of shares of Common Stock underlying
               the Warrant is equal to four percent (4%) of ninety percent (90%)
               of the quotient obtained by dividing the Actual Number of Commons
               Shares by 0.94 (i.e., 0.036 times [the Actual Number of Common
               Shares divided by 0.94]. The exercise price for any such
               additional warrants shall be as set forth in Section 2.4 below.

          (b)  If the Actual Number of Common Shares, is less than 354,341,779,
               then the Parties shall determine the "Adjustment Factor" and an
               amount equal to Adjustment Factor (if any) shall be applied
               either as a reduction in the Channel Access Payment, a

                                       3
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               reduction in the TWOS Sponsorship Payment, a grant to BBS of
               additional "spots" on the TWOS Channel (or a combination of the
               foregoing, as mutually determined by the Parties). The
               "Adjustment Factor" shall equal the product of (i) the positive
               difference (the "Adjustment Number") obtained by subtracting an
               amount equal to two percent (2%) of ninety percent (90%) of the
               quotient obtained by dividing the Actual Number of Common Shares
               (post-split) by 0.94 (i.e., 0.018 times [the Actual Number of
               Common Shares (post-split) divided by 0.94]) from 6,804,417
               (after being adjusted post-split) multiplied by (ii) the positive
               difference, if any, obtained by subtracting twelve dollars ($12)
               from the actual per share price of Common Stock issued in
               connection with the Public Financing.

     2.3  Upfront Stock Pricing: The per share price for the Upfront Stock shall
          ---------------------
          be $1.20 per share (for pre-split shares) and the aggregate total
          purchase price (the "Upfront Stock Purchase Price") shall be paid by
          Enterprises to BBS in cash, against delivery of appropriate stock
          certificates.

     2.4  Warrant Pricing: The exercise price for the Warrants shall be $1.40
          ---------------
          per share (for pre-split shares); provided, however, that in the event
          that, within six (6) months from the Effective Date, BBS shall issue
          Common Stock in a single sale or a series of related sales (whether a
          private sale, Public Financing or other public sale) involving a
          committed stock purchase price of more than $10,000,000 (or a number
          of Common Shares in excess of 7,500,000) at a price (taking into
          account cash and non-cash consideration received by BBS in connection
          with such issuance) other than $1.40 per share (subject to
          proportional adjustment to reflect any stock split or similar
          recapitalization event), then, with reference to the first such sale
          (only and as applicable), the per share exercise price for the
          Warrants shall be revised upward or downward (as applicable) to a per
          share price equal to the per share price for the Common Stock sold in
          connection with such first sale. By way of clarification, the exercise
          price of the Warrant shall only be subject to a single adjustment
          pursuant to the provisions of this Section 2.4.

     2.5  Vesting of the Warrants/Exercise Period: The Warrants shall vest over
          ---------------------------------------
          the three (3) year period commencing on the Effective Date as follows:
          one third (1/3) shall vest in four (4) equal quarterly increments
          during the one year period commencing on the Effective Date; one third
          (1/3) shall vest on the second anniversary of the Effective Date; and
          one third (1/3) shall vest on the third anniversary of the Effective
          Date. All Warrants shall remain exercisable for a period of three (3)
          years from vesting.

     2.6  Ancillary Equity Agreements: Concurrently herewith the Parties shall
          ---------------------------
          execute and deliver the Ancillary Equity Agreements. The Parties
          respective rights, obligations and restrictions with respect to the
          BBS securities being issued under this Agreement (including, without
          limitation, registration rights in favor of Enterprises and certain
          pre-initial public offering dilution protection in favor of
          Enterprises) are, to the extent not described herein, set forth in the
          Ancillary Equity Agreements.

     2.7  Board Representation:  Subject to applicable law in each instance:
          --------------------

          (a) Upon the closing of the Public Financing, BBS shall immediately
          expand the size of the Board of Directors to nine directors and
          appoint to the Board of Directors (subject to the majority vote of the
          remaining directors, which BBS shall solicit and use its best efforts
          to obtain, in accordance with BBS' by-laws), to fill the vacancy, one
          individual designated by Enterprises to serve on the Board of
          Directors. The director designated by

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          Enterprises shall, upon his/her appointment, continue to serve as a
          director until the next election of directors.

          (b) As long as Enterprises continues to own a number of shares of
          Common Stock (adjusted for stock splits and similar occurrences) that
          is greater than fifty percent (50%) of the aggregate of the number of
          Upfront Shares plus the number of shares of Common Stock purchased by
          Enterprises (from time-to-time) upon exercises of the Warrants,
          Enterprises shall be entitled to designate one individual to be
          nominated to the Board of Directors by BBS. Any individual so
          designated by Enterprises pursuant to this Section 2.7(b) is referred
          to herein as the "Designee."

          (c) During the period provided in Section 2.7(b) above, BBS shall
          nominate the Designee for election as a director as part of the
          management slate that is included in the proxy statement (or consent
          solicitation or similar document) of BBS relating to the election of
          directors, and shall provide the same support for the election of each
          such Designee as it provides to other persons standing for election as
          directors of BBS as part of BBS' management slate.

          (d) In the event that any Designee shall cease to serve as a director
          for any reason (other than the failure of the stockholders of BBS to
          elect such person as director), the vacancy resulting therefrom shall
          be filled by (subject to the majority vote of the remaining directors,
          which BBS shall solicit and use its best efforts to obtain, in
          accordance with BBS' by-laws) an individual designated by Enterprises
          in accordance with Section 2.7(b) above.

          (e) BBS will reimburse each Designee that serves as a director for all
          reasonable costs and expenses (including travel expenses) incurred in
          connection with such director's attendance at meetings of the Board of
          Directors or any committee of the Board of Directors upon which such
          director serves, in accordance with BBS' policies regarding
          reimbursement of director expenses. BBS shall indemnify and advance
          expenses to each such director to the same extent it indemnifies and
          advances expenses to its other directors pursuant to its
          organizational documents and applicable law.

          (f) In each instance, the individual designated by Enterprises as its
          Designee (and the individual initially designated by Enterprises under
          Section 2.7(a) above) shall be an executive officer of Enterprises.

          (g) Following the Public Financing and through the period described in
          Section 2.7(b), Enterprises shall have the right to have its designee
          participate in all meetings of the Board of Directors of BBS in an
          advisory capacity ("Advisory Designee"). The provisions of Section
          2.7(f) shall apply with respect to the selection of such Advisory
          Designee and the provisions of Section 2.7(e) above with regard to
          reimbursement of expenses shall also apply to such Advisory Designee.
          Notwithstanding the foregoing, however (i) Enterprises rights under
          this Section 2.7(g) shall not apply at any time during which an
          individual designated by Enterprises (under Section 2.7(a) above or as
          a Designee, as applicable) is a duly appointed/elected member of the
          Board of Directors of BBS and (ii) it is understood by the Parties
          that the provisions of this Section 2.7(g) are intended to provide a
          "back-up" mechanism to ensure that Enterprise will have the ability to
          have a designee participate in meetings of the Board of Directors of
          BBS in the event that, despite the best efforts of BBS, the Parties
          are unsuccessful in having a designee of the Enterprises appointed to
          Board of Directors of BBS.

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3.     TWOS SPONSORSHIP:
       ----------------

     3.1  Primary Internet Sports Advertising Sponsor: During the TWOS Term,
          -------------------------------------------
          DIRECTV agrees that it shall not provide or permit advertising on the
          TWOS Channel for any other Internet Sports Provider, other than the
          following (collectively, the "Special Internet Sports Providers"):









     3.2  Payment for the TWOS Sponsorship: BBS shall pay to DIRECTV the amount
          --------------------------------
          of $2,400,000 (the "TWOS Sponsorship Payment") over the TWOS Term, as
          follows: (a) $750,000 equally over the five (5) month period
          commencing on August 1, 2000 and ending December 31, 2000; and (b)
          $1,650,000 equally over the thirty-one (31) month period commencing
          January 1, 2001. However, if, pursuant to the provisions of Section
          4.8 below, the TWOS Term does not commence until October 1, 2000, then
          the foregoing payments (and the aforesaid five (5) month and thirty-
          one (31) month payment periods) shall be correspondingly delayed.
          Monthly payments of the TWOS Sponsorship Payments shall be paid by BBS
          after the conclusion of the applicable month but no later than forty-
          five (45) days after receipt by BBS of an invoice from DIRECTV.

     3.3  Sponsorship Elements: In exchange for agreeing to make the TWOS
          --------------------
          Sponsorship Payment, BBS shall be entitled to the following
          programming/promotional time on the TWOS Channel during the TWOS Term
          ("Sponsorship Elements"):

               (a)  During each annual period during the TWOS Term (the first
                    annual period being the twelve month period commencing on
                    the first day of the TWOS Term and so forth), BBS shall have
                    the right to include              feature segments (

                                    ) focusing on specific BBS
                    personality/product/promotion (approximately 3 minutes in
                    duration) (each, a "Feature Segment"). The Feature Segments
                    shall be run as part of, or adjacent to each airing of TWOS
                    (other than the BBS Programming and subject to the
                    provisions of Section 3.4 below) that may be aired on the
                    TWOS Channel, but in no event less frequently than once per
                    hour (other than during the BBS Programming Block(s) and
                    subject to the provisions of Section 3.4 below).

               (b)  One (1) :30 segment to air adjacent to each airing of the
                    Feature Segments noted above, utilizing an in-studio host
                    directing viewers to AthleteDirect web sites (or, at BBS'
                    election, to other BBS Properties ) (each, a "Tie-In
                    Segment").

               (c)          :30 second avails per hour in each hour for the
                    portion of any month when the Feature Segments provided in
                    subparagraph (a) above are not being

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                    aired, for use in conjunction with the promotion of BBS
                    Programming and/or BBS Properties.

          All of the above segments and avails shall be subject to DIRECTV's
          editorial standards and practices.  DIRECTV shall provide BBS with a
          copy of its editorial standards and practices prior to the
          commencement of the TWOS Term and shall provide BBS with a copy of any
          modifications made thereto by DIRECTV from time-to-time during the
          TWOS Term.

     3.4  Programming Adjustments: Currently, DIRECTV continuously loops TWOS on
          -----------------------
          the TWOS Channel twenty-four (24) hours a day, seven (7) days a week.
          Of the daily programming time remaining on the TWOS Channel after
          excluding the Primary Programming Block (and, if applicable, the
          Additional Programming Block) described in Section 4 below, DIRECTV
          shall be entitled to decrease by up to four (4) hours per day the
          number of hours that TWOS runs on the TWOS Channel without having any
          obligation to BBS to run the Feature Segment or Tie-In Segment or
          provide the avails described in subparagraph (c) of Section 3.3 above
          in conjunction with the replacement programming inserted in place of
          TWOS during such four (4) hour period. If, however, DIRECTV decreases
          the hours that TWOS is airing on the TWOS Channel by more than four
          (4) hours per day (again, after excluding the Primary Programming
          Block and, if applicable, the Additional Programming Block, described
          in Section 4.2 below), then, in those hours calculated beyond such
          four (4) hours (the "Reprogrammed Hours"), the following shall apply:

          (a)  With respect to up to four (4) Reprogrammed Hours per day,
               DIRECTV shall be entitled to air its replacement programming
               without any obligation to attach or include BBS' applicable
               Feature Segment and Tie-In Segment in or to such replacement
               programming. However, during each such Reprogrammed Hour, (i)
               during the week when the Featured Segment is otherwise being
               aired, BBS shall be entitled to         :30 second avails per
               hour in each Reprogrammed Hour (for promotional use in accordance
               with the provisions of subparagraph (c) of Section 3.3 above) and
               (ii) during the balance of the month, BBS shall continue to be
               entitled to its avails in each such hour under subparagraph (c)
               of Section 3.3 above. In addition, with respect to the week(s)
               when the Featured Segment and Tie-In Segment would have otherwise
               been aired during the Reprogrammed Hours, DIRECTV shall calculate
               the number of hours when the Featured Segment and Tie-In Segment
               are not aired during such Reprogrammed Hours and, at such time as
               the amount of such "shortfall" hours is equal to an entire
               "programming week equivalent" (i.e., 168 hours less the number of
               hours in a week represented by the BBS Programming Block(s) and
               less the number of hours in a week represented by the up to four
               (4) hours per day of replacement programming referenced in the
               second sentence of this Section 3.4), then in the immediately
               following month DIRECTV shall be required to air an additional
               week of Featured Segments and Tie-In Segments to "make good" to
               BBS for such lost programming time (it being understood that
               during such "make good" week, the provisions of subparagraph (c)
               of Section 3.3 above shall not apply, except and to the extent
               that BBS would be entitled to such avails pursuant to clause (i)
               of this subparagraph (a), if applicable with respect to the "make
               good" week).

          (b)  With respect to any Reprogrammed Hours per day in excess of the
               four (4) Reprogrammed Hours per day referred to in subparagraph
               (a) above, BBS' rights

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               with respect to its Sponsorship Elements shall apply with respect
               to the replacement programming to the same extent that they apply
               to TWOS.

     3.5  TWOS Channel Carriage: At all times during the TWOS Term, DIRECTV
          ---------------------
          shall provide the TWOS Channel to all DTV Subscribers as part of
          DIRECTV's "basic" tier. At present, the Parties do not contemplate
          that, at any time during the TWOS Term, DIRECTV will carry any other
          channel on the DTV System that is primarily programmed to promote
          sports programming and sports packages that is/are available on the
          DTV System, excluding, however, the following (the "Exempt Promotional
          Channels"): (a) any non-full motion, sports programming "menu" or
          schedule channel, (b) any non-full motion channel for ordering DTV
          sports programming and sports packages and (c) DIRECTV's "Big Event"
          channel, so long as the most significant portion of the sports
          programming/packages promotions thereon are promoting, directly or
          indirectly, the special events featured on "Big Event'). However, if
          DIRECTV does determine to carry any other channel on the DTV System
          that is primarily programmed to promote sports programming and sports
          packages that is/are available on the DTV System) (each, a "Covered
          Promotional Channel", which term expressly excludes the TWOS Channel
          and any Exempt Promotional Channels), then, with respect to each such
          Covered Promotional Channel, the following shall apply: (i) BBS shall
          be entitled to four (4): 30 second avails per hour on each such
          Covered Promotional Channel during each hour that such Covered
          Promotional Channel is on the air (for promotional use in accordance
          with the provisions of subparagraph (c) of Section 3.3 above); (ii)
          the provisions in favor of BBS under Section 3.1 shall equally apply
          to each such Covered Promotional Channel; and (iii) if DIRECTV is
          prepared to allow a third Person to produce/provide programming for
          any such Covered Promotional Channel, then, prior to entering into a
          production/programming agreement with such third Person, DIRECTV shall
          give BBS a right of first negotiation to discuss in good faith the
          possibility of BBS being the Person that provides such
          production/programming services. Notwithstanding the provisions of the
          foregoing clause (iii), if the third Person with whom DIRECTV is in
          discussions regarding production/programming services for a Covered
          Promotional Channel is



                                             , then DIRECTV shall be entitled to
          enter into an arrangement with such Person in connection with such
          Covered Promotional Channel without offering BBS the "first
          negotiation" right set forth in clause (iii) above.

4.     BBS PROGRAMMING BLOCK (S):
       -------------------------

     4.1  Channel Access Consideration: As partial consideration for DIRECTV
          ----------------------------
          making the channel access described below in this Section 4 available
          to BBS, BBS shall make payment to DIRECTV of a channel access fee of
          $1,000,000 (the "Channel Access Fee"), payable in three installments
          of $333,333, $333,333 and $333,334 on the first, second and third
          anniversary of the commencement of the TWOS Term, respectively.
          Notwithstanding the foregoing, if,

                                                           , the Channel Access
          Fee shall be increased by an amount equal to product of (a) the number
          of shares of Upfront Stock purchased by Enterprises (as recalculated
          post-split, but after deducting from such number an amount equal to
          the Adjustment Number, if any, under Section 2.2(b) above)

                                       8
<PAGE>

          multiplied by (b) the difference between fourteen dollars ($14) and
          the greater of twelve dollars ($12) or the actual per share price of
          Common Stock issued in connection with the Public Financing, such
          product to be either, at BBS' option, (i) grossed-up to take into
          account the time value of money (calculated using the prevailing
          federal funds rate) and proportionally spread across the three (3)
          installments of the Channel Access Fee set forth in this Section 4.1
          or (ii) paid in full on the first anniversary of the commencement of
          the TWOS Term.

     4.2  Access to Programming Time: At all times during the TWOS Term, DIRECTV
          --------------------------
          shall make the TWOS Channel available to BBS for no less than five (5)
          hours per day for BBS to provide sports-related programming, as
          described below (the "BBS Programming") (the "Primary Programming
          Block"). The BBS Programming shall run during one of the two following
          time periods, to be selected by DIRECTV no later than May 1, 2000: 5
          pm - 10 pm EST (Time Period 1) or 9 pm - 2 am EST (Time Period 2). At
          the option of DIRECTV, DIRECTV may also make available to BBS three
          (3) additional hours per day of programming on the TWOS Channel (the
          "Additional Programming Block" and, together with the Primary
          Programming Block, the "BBS Programming Block(s)"), which capacity
          shall be provided in a single block of time that may or may not be
          contiguous to the Primary Programming Block, but which shall, in any
          event, run no earlier than 8 am EST. Such option to provide the
          Additional Programming Block must be exercised by DIRECTV no later
          than March 1, 2001. If DIRECTV exercises such option, DIRECTV shall
          maintain the ability to run TWOS on additional DIRECTV channels on the
          DTV System, in DIRECTV's discretion, during the time period of the BBS
          Programming Block(s), provided, however, that (a) the Sponsorship
          Elements shall be made available with (or in, as applicable) TWOS on
          such additional channel(s) during such times and (b) the provisions of
          Section 3.1 in favor of BBS with respect to the TWOS Channel shall
          extend to such additional channels at all times during the period of
          the BBS Programming Block(s) on the TWOS Channel.

     4.3  Content of BBS Programming Blocks: BBS shall integrate promotional
          ---------------------------------
          content for DIRECTV sports package offerings into the BBS Programming.
          The Parties agree that (i) all such programming shall be at least
          thirty (30) minutes in length (including commercial and promotional
          time in and adjacent to such programming), (ii) the BBS Programming
          will be originally produced by or on behalf of BBS, with new
          programming (in whole or in part) to be provided on a weekly basis (at
          least 48 weeks/year), (iii) subject to clause (i), BBS shall be
          entitled to "loop" its BBS Programming (in whole or in part) during
          the BBS Programming Block(s) and (iv) the BBS Programming shall not be
          co-branded with, nor otherwise be presented as being a co-production
          between BBS and, any third party DTV Programming Service that features
          sports programming (e.g., ESPN, etc.). The BBS Programming, production
          values, content and look and feel shall: (a) be of a quality at least
          equivalent to that of the current TWOS show; (b) be subject to
          DIRECTV's editorial and creative approval, which shall not be
          unreasonably withheld (


                                                       ), and (c) provide a
          direct tie-in to the sports packages offered by DIRECTV. BBS and
          DIRECTV shall negotiate and agree within the sixty (60) day period
          commencing on the Effective Date on the procedures and schedules to
          enable DIRECTV to approve the BBS Programming and to discuss the
          extent to which BBS may "brand" the BBS Programming Block(s) (in
          addition to "branding" the BBS Programming itself). The BBS
          Programming Block(s)shall contain

                                       9
<PAGE>

          no more than twelve (12) minutes of: 30 second avails per hour, of
          which DIRECTV shall have the right to use three (3) minutes of such:
          30 second avails at no charge to DIRECTV; such avails shall be used
          for the placement of advertising by DIRECTV or such third Persons as
          DIRECTV may designate, provided that such third Persons shall not
          include any other Internet Sports Provider, other than a Special
          Internet Sports Provider. BBS shall be responsible for selling avails
          aired during the BBS Programming Block(s), except for avails provided
          to DIRECTV as described above. Advertising contained in the BBS
          Programming Block(s) shall be subject to DIRECTV's contractual
          obligations and restrictions

                                                        and DIRECTV's standard
          advertising policies and guidelines (with DIRECTV agreeing to provide
          BBS with a copy of such policies and guidelines prior to the
          commencement of the TWOS Term and with a copy of any modifications
          made thereto by DIRECTV from time-to-time during the TWOS Term), and
          such advertising shall not advertise any






                               .   BBS and DIRECTV shall mutually agree on the
          rate card for advertising contained in the BBS Programming, consistent
          with DIRECTV's then-current rate card for TWOS advertising (to be
          provided by DIRECTV to BBS from time-to-time, but at least quarterly),
          such mutual agreement to include mutual agreement as to appropriate
          discounts off the rate card, if any, to be made available to
          advertisers. The BBS Programming may include such items as features,
          interview segments, sports updates and sports merchandising segments,
          provided that no more than                      of BBS Programming
          time will be devoted to merchandising. DIRECTV shall receive a royalty
          of                     of net sales of products and merchandise (net
          sales being defined as cash received by BBS less product costs,
          shipping and fulfillment costs, credit card charges, taxes and
          returns) sold on BBS Programming during the BBS Programming Blocks.
          BBS shall pay DIRECTV's applicable royalties, if any, on a quarterly
          basis, with adjustments to be made between quarterly periods for
          reserves and other occurrences requiring a calculation adjustment.
          Prior to BBS' inclusion of any merchandising segments, the Parties
          shall meet to discuss the manner in which BBS intends to track and
          differentiate sales of merchandise to which DIRECTV is entitled to a
          royalty, such methodology to also focus on trying to direct BBS'
          merchandising customers to BBS and away from DIRECTV for related
          customer assistance. DIRECTV shall have audit rights with respect to
          the merchandising royalty contemplated herein, such audit right to be
          (a) limited to reviewing the relevant books and records of BBS
          pertaining to the applicable merchandising activities, (b) exercisable
          once per annum, during normal business hours and for not more than ten
          (10) business days and (c) conducted by a Big 5 accounting firm or
          such other accounting firm requested by DIRECTV and approved by BBS.

     4.4  BBS Programming Operations: Upon notice by DIRECTV (which notice
          --------------------------
          DIRECTV shall use commercially reasonable efforts to provide within
          six (6) months after the Effective Date), the BBS Programming will be
          delivered by BBS, at BBS's sole cost and expense, to DIRECTV's Los
          Angeles uplink center via fiber, pursuant to DIRECTV's standard
          delivery requirements. Until such notice, the BBS Programming will be
          taped and will be delivered to DIRECTV in accordance with DIRECTV's
          standard procedures. DIRECTV

                                       10
<PAGE>

          shall bear no liability for any tapes that are not received by DIRECTV
          or that are received after the relevant deadlines for such tapes, or
          are otherwise received after the relevant deadlines for such tapes, or
          are otherwise not delivered in accordance with the DIRECTV procedures.

     4.5  Other Considerations: DIRECTV will at all times during the TWOS Term
          --------------------
          continue to "channel map" the TWOS Channel to at least one channel
          "slot" located adjacent to (and preceding) the channel grouping on the
          DTV System that is dedicated to sports programming. The BBS
          Programming shall be branded by BBS (in accordance with the "branding"
          discussions contemplated by Section 4.3 above), provided that BBS will
          make such branding consistent with the look and feel of the TWOS
          Channel, and provided further that such branding, when exhibited on
          the TWOS Channel, shall contain a secondary reference to DIRECTV (and,
          at DIRECTV's election, DIRECTV will have the right to superimpose the
          DIRECTV "bug" on-air during the BBS Programming). The BBS branding
          will appear on the banner description included as part of the DIRECTV
          on-screen guide when BBS Programming is delivered.

     4.6  Promotion of the TWOS Channel/BBS Programming: DIRECTV will continue
          ---------------------------------------------
          to promote the TWOS Channel consistent with past practices, including
          on-air (: 30 avails) and bill stuffer promotions; provided, however,
          DIRECTV will air no less than                             total on-air
          avails for the TWOS Channel per week. During every quarter, no less
          than                            of such TWOS on-air promotions shall
          be used to promote the BBS Programming on TWOS (the "BBS Programming
          Spots"). Such promotional materials promoting the BBS Programming
          shall be produced by BBS, subject to review and approval by DIRECTV,
          not to be unreasonably withheld, it being understood and agreed that
          such promotional materials shall be "branded" by BBS and may, at BBS'
          option, include a promotional component (of up to ten (10) seconds)
          identifying the location of BBS Properties on-line. The BBS
          Programming Spots shall be dispersed on a representative basis across
          the DTV Programming Services (and across the day parts of such DTV
          Programming Services;





                   ) described on Exhibit "D" attached hereto and incorporated
          herein by this reference;



               . By way of clarification, if BBS does not elect to utilize the
          full complement of its BBS Programming Spots in a particular week, the
          un-utilized spots will be deemed forfeited (i.e., they cannot be
          "banked" and rolled into a subsequent period).

     4.7  Additional Promotion of the TWOS Channel: DIRECTV shall also provide
          ----------------------------------------
          BBS with one (1) page, at no cost to BBS, in each edition of ON Sports
          Magazine during the TWOS Term to promote BBS Programming on the TWOS
          Channel.

     4.8  Delay in Commencement of TWOS Term: The Parties have determined that
          ----------------------------------
          the TWOS Term will commence August 1, 2000; however:

                                       11
<PAGE>

          (a)  On or prior to May 15, 2000, BBS shall provide DIRECTV with
               written notice confirming that BBS will be able to commence
               programming the Primary Programming Block (in accordance with the
               requirements of this Section 4) on August 1, 2000. If BBS is
               unable to provide such confirmation, then the commencement of the
               TWOS Term shall be delayed (for all purposes under this
               Agreement, including, without limitation, the provisions of this
               Section 4 and Section 3 above) to October 1, 2000 (but the
               duration of the TWOS Term, as so delayed, shall remain thirty-six
               (36) months); provided further, that in the event that BBS is
               unable to commence programming the Primary Programming Block (in
               accordance with the requirements of this Section) prior to
               January 1, 2001 (and/or does not provide DIRECTV with at least
               sixty (60) days prior notice of its capability to commence
               programming the Primary Programming Block (in accordance with the
               requirements of this Section) prior to January 1, 2001), then BBS
               shall forfeit the rights and privileges provided under this
               Section 4; and

          (b)  If BBS has not consummated the Public Financing by August 1,
               2000, then the commencement of the TWOS Term shall be delayed
               (for all purposes under this Agreement, including, without
               limitation, the provisions of this Section 4 and Section 3 above)
               to October 1, 2000 (but the duration of the TWOS Term, as so
               delayed, shall remain thirty-six (36) months).

5.     CROSS PROMOTION OF PRODUCTS: DIRECTV and BBS will use commercially
       ---------------------------
       reasonable efforts to cross-market products (such as BBS' My Baseball
       Daily and DIRECTV's Professional League Packages) to each other's
       subscriber base.

6.     MARKETING OBLIGATIONS:
       ---------------------

     6.1  Incentives: If DIRECTV so requests, BBS will provide DIRECTV with the
          ----------
          following in-kind promotional incentives, during the three (3) year
          period commencing on August 1, 2000. BBS shall provide electronic
          product subscriptions to BBS' on-line subscription products (e.g., My
          Baseball Daily) mutually agreed by the Parties in the amount of up to
                       in the first 12 months and up to            (in the
          aggregate) over the next 24 months, and shall also provide up to
                  in sports memorabilia to be mutually selected, during each of
          the three (3) annual twelve (12) month periods commencing August 1,
          2000. In calculating the value of the electronic product subscriptions
          and the sports memorabilia, (a) in the case of electronic product
          subscriptions, reference shall be made to (i) the prices at which BBS
          currently makes such products available to consumers (other than
          during special promotional periods), with respect to those electronic
          product subscriptions currently published by BBS or (ii) the prices at
          which BBS is generally selling such subscriptions (other than during
          special promotional periods), with respect to those electronic product
          subscriptions hereafter published by BBS, and (b) in the case of
          memorabilia, reference shall be made to the prices at which BBS is
          then making such products available to consumers. DIRECTV shall
          determine the households, in its sole discretion, that are to be
          provided with the materials contemplated under this Section 6.1
          (provided, however, that each such household shall be (or become) a
          subscriber to one or more of DIRECTV's sports packages) and the
          Parties shall hereafter meet to establish appropriate procedures for
          affecting the on-line delivery of the electronic product subscriptions
          to such identified households.


                                       12
<PAGE>

     6.2  Athlete Appearances: In addition, during each year of the three (3)
          -------------------
          year period set forth in Section 6.1 above, BBS will make at least
                    (in the aggregate) "A" level talent athletes from the BBS
          roster of "signed" athlete available to DIRECTV for an appearance or
          interview/photo session promoting relevant Professional League
          Packages on the DTV System ("Athlete Appearances"). DIRECTV may use
          such material to promote its Professional League Packages across such
          media as On Sports, TWOS, DIRECTVsports.com and other on-air spots,
          printed advertising and online advertising. The content and the extent
          of the use of such promotions and its placement shall be subject to
          the approval of the athlete in all cases, which approval shall not be
          unreasonably withheld. BBS and DIRECTV shall, upon DIRECTV's request,
          meet from time-to-time to discuss possible candidates for Athlete
          Appearances and the scope of activities/usage likely to be approved by
          such candidates; provided, that BBS agrees to provide Athlete
          Appearances in the particular sport(s) requested by DIRECTV (so long
          as


                                                                ); provided
          further, that while BBS agrees to give due consideration to the
          requests and desires of DIRECTV, BBS shall continue to have, subject
          only to the immediately preceding proviso, the right, as between BBS
          and DIRECTV, in its sole discretion to make the final determination as
          to which "A" level talent athletes shall provide the Athlete
          Appearances.

                     .  Examples of "A" level talent include:




          (d)

          BBS will handle all expenses associated with providing athletes to DTV
          (appearance fees, travel/ boarding expenses, etc.) in connection with
          Athlete Appearances.

     6.3  DIRECTV Purchase of Advertising on BBS Web-Sites:  If DIRECTV does not
          ------------------------------------------------
          exercise its option to have BBS program the Additional Programming
          Block, then DIRECTV shall purchase advertising Impressions on the BBS
          Properties ("BBS Advertising") equal to not less than the following
          aggregate sums (as measured using BBS' then standard advertising rate
          card, but with an appropriate discount to reflect a level of discount,
          if any, then provided by BBS for comparably sized advertising
          commitments): $1,250,000 during the period of April 1, 2002 to March
          31, 2003 and $1,250,000 during the period of April 1, 2003 to March
          31, 2004. The timing and placement of the purchased advertising (if
          applicable) shall be mutually agreed upon by the Parties at the time.
          DIRECTV may use any BBS Advertising purchased hereunder only as
          follows: (a) DIRECTV may use the BBS Advertising for the placement of
          advertising regarding DIRECTV's equipment, generic DIRECTV service
          offers that do not identify any particular programming, DIRECTV's
          Professional League Packages or DIRECTV programming
          packages/programming offers in connection with customer acquisition
          and/or customer up-grade (it being agreed that such offers may make
          reference to "Total Choice Sports" but shall not otherwise emphasize,
          although they may incidentally refer to, any DTV Programming Service
          that emphasizes sports); and (b) DIRECTV may use up to     of the BBS
          Advertising in any calendar quarter to promote third party

                                       13
<PAGE>

          products and services unrelated to DIRECTV, subject, however, to BBS'
          prior written consent, which shall not be unreasonably withheld (the
          "Third Party Advertising"). BBS shall be deemed to have pre-approved
          Third Party Advertising by the following third Persons, subject to
          approval of the creative elements (to assure compliance with BBS'
          standards and practices regarding Third Party Advertising on the BBS
          Properties): DIRECTV system hardware manufacturers, retailers of
          DIRECTV system hardware and DIRECTV services and DIRECTV advanced
          product partners, such as WINK and TiVo.

7.     RIGHTS TO "MATCH":
       -----------------

     7.1  Default Internet Sports Website: If DIRECTV determines to provide
          -------------------------------
          access to Internet websites through the DTV System, and if, in
          connection therewith, DIRECTV elects to group such Internet websites
          by theme or content category, then the following shall apply: if the
          Internet sports websites (if any) are grouped in a distinct area and
          such area is accessed through a central "click through" or "button-
          through" device, and if DIRECTV is prepared to allow any Internet
          sports website to be the "default" Internet sports website within such
          area (e.g., to be the first Internet sports website to appear upon
          entry to such area or the Internet sports website that will be
          "defaulted" to if no further viewing election is made by a viewer
          while in such area), then BBS shall be provided the opportunity to bid
          to match any offer provided by (or made to) DIRECTV to become the
          "default" Internet sports website on the DTV System, provided, that
          BBS understands it cannot match an offer (and DIRECTV shall not be
          obligated to offer BBS the opportunity to match an offer) in which a
          principle component of consideration includes an item or items for
          which BBS cannot provide a reasonable equivalent type (as opposed to
          amount) of consideration, including, without limitation, cross
          promotion in non-Internet media. By way of clarification, DIRECTV's
          obligations under this Section 7.1 shall not be applicable to the
          distribution of web sites by third party Internet service providers
          (e.g., AOL or WebTV) that utilize DIRECTV receiving equipment as a
          means of supporting delivery to consumers of Internet content, so long
          as DIRECTV does not have any editorial control over, or any control
          over the selection of the Internet sports web sites delivered by, such
          third party Internet service providers.

     7.2  Advertising Inventory Opportunity: BBS shall be provided the
          ---------------------------------
          opportunity to purchase available advertising avails on sports and
          non-sports related DTV Programming Services, in an amount no less than
          that level of inventory made available by DIRECTV to any other
          Internet provider focused primarily on sports.

     7.3  Mechanics: The procedures attendant to the opportunities provided to
          ---------
          BBS under Sections 7.1 and 7.2 above shall be hereafter negotiated in
          good faith by the Parties, it being the intent of the Parties that
          such procedures be fair and reasonable and give due regard to each
          Parties' interests and concerns.

8.     WEB-SITE CARRIAGE:  If DIRECTV shall hereafter enter into an agreement to
       -----------------
       deliver one or more third Person sports websites (that are otherwise
       accessible over the Internet) on the DTV System (excluding, for this
       purposes, websites belonging to the professional sports leagues that
       provide DIRECTV with the Professional Sports Packages), DIRECTV shall so
       advise BBS and, upon BBS's request, negotiate in good faith with BBS with
       respect to the delivery of one or more BBS Properties on the DTV System,
       it being understood that DIRECTV shall have no further obligation other
       than to negotiate in good faith. By way of clarification, DIRECTV's
       obligations under this Section 8 shall not be applicable to the
       distribution of web sites by third party Internet service providers
       (e.g., AOL or WebTV) that

                                       14
<PAGE>

       utilize DIRECTV receiving equipment as a means of supporting delivery to
       consumers of Internet content, so long as DIRECTV does not have any
       editorial control over, or any control over the selection of the Internet
       sports web sites delivered by, such third party Internet service
       providers.

9.     CROSS LICENSES:  Each of the Parties hereby grants to the other a limited
       --------------
       license to use the trademarks and logos of the other in connection with
       activities expressly contemplated by this Agreement; all such usage by
       the applicable licensee shall be within the applicable licensor's
       guidelines for the protection and preservation of such trademarks and
       logos (such guidelines, and any updates, to be provided by each Party to
       the other from time-to-time during the term of this Agreement). From and
       after the Effective Date, the Parties shall negotiate and enter into more
       formal reciprocal license agreements more particularly setting forth the
       terms and conditions of use. Nothing herein shall be construed to provide
       for a transfer or assignment by a Party to the other Parties of any
       rights to such first Party's trademarks and logos (beyond the limited
       license contemplated by the first sentence of this Section 9).

10.    CONFIDENTIALITY:  Each Party understands that during the term of this
       ---------------
       Agreement it may have access to, or there may be disclosed to it
       ("Recipient"), certain information not generally known to the public
       about the other party ("Discloser") or other parties with whom Discloser
       is doing business (including, without limitation, information relating to
       its technical, marketing, product and/or business affairs) (hereinafter
       collectively referred to as "Confidential Information"). During and after
       the term of this Agreement, Recipient will (a) take such precautions (but
       no less than reasonable precautions) to protect the confidentiality of
       the Confidential Information of Discloser as Recipient takes to protect
       its own similar confidential information; and (b) not disclose any
       Confidential Information of Discloser to any third party without the
       express authorization of an officer of Discloser other than to (a) those
       of its employees, agents and advisors who have a need to know such
       information to enable Recipient to perform its obligations hereunder, who
       are advised of the confidential and proprietary nature of such
       information, and who are subject to a duty of loyalty and confidentiality
       to Recipient and (b) a potential private investor in a Party or a
       potential purchaser of a Party (or of all or substantially all of the
       assets of a Party) and its representatives, all on a need to know basis
       and subject to such potential investor/purchaser executing a
       confidentiality agreement pursuant to which such potential
       investor/purchaser agrees, on behalf of itself and its representatives,
       to comply with the confidentiality provisions of this Section.

       In the event Recipient is directed to disclose any Confidential
       Information of Discloser by operation of law or in connection with a
       judicial or governmental proceeding or inquiry, it will promptly notify
       Discloser in writing and will assist Discloser in seeking a suitable
       protective order or assurance of confidential treatment and in taking any
       other steps deemed reasonably necessary by Discloser to preserve the
       confidentiality of any such information; nevertheless, Recipient may
       disclose only that portion of Discloser's Confidential Information as is
       required to comply with any applicable judicial or governmental order and
       will afford Discloser a reasonable opportunity to review and comment on
       the text of any such disclosure before it is made by Recipient.
       Recipient's obligations contained in this paragraph will not apply to any
       information that: (i) is rightfully in the possession of Recipient from a
       source other than Discloser prior to the time of disclosure of said
       information to Recipient hereunder ("Time of Receipt"); (ii) is in the
       public domain prior to the Time of Receipt; (iii) becomes part of the
       public domain after the Time of Receipt by any means except an
       unauthorized act or omission or breach of this Agreement on the part of
       Recipient or any of

                                       15
<PAGE>

       its employees, agents or advisors; (iv) is supplied to Recipient after
       the Time of Receipt without restriction by a third party who is under no
       obligation to Discloser to maintain such information in confidence; or
       (v) is developed by or for Recipient independently of and without
       reference to any Confidential Information of Discloser.

11.    REPRESENTATIONS AND WARRANTIES:
       ------------------------------

     11.1  Of BBS: BBS represents and warrants that: (i) BBS has full authority
           ------
           to enter into this Agreement and to make the grants and licenses made
           hereunder without violating the rights of, or any agreement
           involving, any other Person; (ii) all obligations owed or to be owed
           to third Persons by BBS with respect to the activities contemplated
           to be undertaken by BBS pursuant to this Agreement are or will be
           fully satisfied by BBS, such that DIRECTV will not have any
           obligations with respect thereto; and (iii) BBS is not contractually
           or legally restricted from performing its obligations under this
           Agreement.

     11.2  Of DIRECTV: DIRECTV represents and warrants that: (i) it has full
           ----------
           authority to enter into this Agreement and to make the grants and
           licenses made hereunder without violating the rights of, or any
           agreement involving, any other Person; (ii) all obligations owed or
           to be owed to third Persons by DIRECTV with respect to the activities
           contemplated to be undertaken by DIRECTV pursuant to this Agreement
           are or will be fully satisfied by DIRECTV, such that BBS will not
           have any obligations with respect thereto; and (iii) DIRECTV is not
           contractually or legally restricted from performing its obligations
           under this Agreement.

12.    INDEMNIFICATION:
       ---------------

     12.1  Indemnification Obligations: Each Party (the "Indemnifying Party")
           ---------------------------
           shall indemnify, defend and hold harmless the other Party (the
           "Indemnified Party") and the Indemnified Party's Affiliates,
           officers, directors, employees, agents, successors and assigns
           (collectively with the Indemnified Party, the "Indemnified Group")
           from, against and with respect to any and all claims, damages,
           liabilities, costs and expenses (including, without limitation,
           reasonable attorneys' fees and costs) incurred in connection with any
           claim against the Indemnified Group arising out of (a) the
           Indemnifying Party's breach of any of its obligations, agreements or
           covenants under this Agreement, (b) a breach of any representation or
           warranty made by the Indemnifying Party under this Agreement, (c) any
           libel, slander, defamation, invasion of privacy or violation or
           infringement of copyright, trademark or other third party proprietary
           rights as a result of any services, materials, programming, channel
           capacity or advertising performed or provided by the Indemnifying
           Party pursuant to or in furtherance of the activities contemplated
           under this Agreement, (d) any violation of Law committed by the
           Indemnified Party or (e) in the case of BBS, the presentation,
           marketing or selling of any products or services on the BBS
           Programming Block (s) (other than those included in the "spots"
           appearing during the BBS Programming Block(s) that were made
           available to DIRECTV pursuant to Section 4.3 above) and/or the use by
           consumers of such products or services.

     12.2  Defense of Third Party Claims:  The Indemnified Party shall promptly
           -----------------------------
           notify the Indemnifying Party in writing of any third party claim or
           litigation to which the indemnification provisions of Section 12.1
           apply, and the Indemnifying Party shall assume the defense of any
           such claim or litigation (provided, that the Indemnified Party shall
           have the right to engage separate counsel of its choice and
           participate in the defense, negotiation and settlement of such action
           or proceeding, but shall bear the fees and

                                       16
<PAGE>

           expenses of such separate counsel retained by the Indemnified Party
           and the Indemnified Party shall cooperate in the defense of such
           claim at no cost or charge to the Indemnifying Party, other than for
           performing such acts as the Indemnifying Party shall request). If,
           for any reason, the Indemnifying Party shall fail to appoint counsel
           on a timely basis, or otherwise fails to confirm its assumption of
           the defense of any applicable claim, the Indemnified Party may engage
           its own counsel and the reasonable costs and expenses made in
           connection therewith shall be paid by the Indemnifying Party. The
           Indemnified Party shall have the right to approve or disapprove the
           settlement or disposition of any such claim or litigation proposed by
           the Indemnifying Party, which right shall expire twenty (20) days
           following the Indemnified Party's receipt of written notice thereof.
           The Indemnifying Party shall not have the right to enter into any
           settlement or compromise unless, in connection therewith, the
           Indemnifying Party obtains from the claimants a full release of all
           related claims against the Indemnified Group and does not otherwise
           purport to adversely affect or curtail the Indemnified Group's
           proprietary rights or interests.

13.    LIMITATION OF LIABILITY: SUBJECT TO THE INDEMNIFICATION OBLIGATIONS OF
       -----------------------
       THE PARTIES UNDER SECTION 12 WHICH APPLY IN THE EVENT OF ANY THIRD PARTY
       CLAIM GIVING RISE TO SUCH INDEMNIFICATION OBLIGATIONS, NEITHER PARTY
       SHALL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER
       THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL,
       INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THE PARTY HAS BEEN
       ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.    SPECIAL TERMINATION PROVISIONS: The following shall be in addition to the
       ------------------------------
       termination rights of the Parties under Section 15 below:

       (a)  If the Public Financing has not occurred prior to the day after the
            six (6) month anniversary of the Effective Date, DIRECTV shall have
            the right, exercisable by written notice provided to BBS not later
            than five (5) business days after such anniversary, to terminate
            this Agreement upon ten (10) business days prior written notice. In
            the event of any such termination under this subparagraph (a), (i)
            DIRECTV shall nevertheless retain all of its Upfront Stock plus any
            Warrants exercised prior to said termination, (ii) DIRECTV shall
            forfeit any further rights to (including any rights to exercise) any
            then unvested or unexercised Warrants, (iii) BBS shall nevertheless
            remain obligated to make the Channel Access Payment in accordance
            with the provisions of Section 4.1 above) and shall promptly pay
            DIRECTV the additional sum of $3,500,000 and (iv) the remaining
            obligations of the Parties hereunder (including, without limitation,
            those arising under Sections 3, 4 and 5) shall terminate on a
            prospective basis, except as provided in Section 16.5 below.

       (b)  If this Agreement is otherwise terminated by DIRECTV pursuant to the
            provisions of Section 15.2 below, then, BBS shall promptly pay to
            DIRECTV (without limiting, and in addition to, any damages that
            DIRECTV may be entitled to elsewhere in this Agreement for such
            breach) (a) (i) the sum of $3,500,000 if such breach occurs during
            2000 or (ii) $1,500,000 if such breach occurs during 2001 plus (b)
            the then remaining unpaid portion of the Channel Access Fee.

                                       17
<PAGE>

       (c)



                                                    , then BBS shall have the
            right, exercisable by written notice provided to DIRECTV not later
            than thirty (30) days after BBS's receipt of written notice from
            DIRECTV of such future obligations and restrictions, to terminate
            this Agreement upon sixty (60) days prior written notice. In the
            event of any such termination under this subparagraph (c), the
            consequences shall be the same as arise in connection with a
            termination under subparagraph (a) above (except that the $3,500,000
            figure in clause (iii) of subparagraph (a) shall be reduced to
            $1,500,000 if such termination occurs in 2001 and shall not be
            payable, in whole or in part, if such termination occurs after
            2001).

15.    TERMINATION:  This Agreement may be terminated by a Party, in its
       -----------
       discretion, at any time after any of the following occurrences:

     15.1  Termination by BBS: BBS may terminate this Agreement under the
           ------------------
           following circumstances:

           (a)  Breach of Material Obligation: DIRECTV fails to perform any
                -----------------------------
                material agreement, term or covenant under this Agreement,
                unless (i) DIRECTV cures such failure within thirty (30) days
                after receipt of such written notice thereof from BBS or (ii)
                DIRECTV has diligently commenced reasonable steps to cure such
                failure within such thirty (30) day period and thereafter
                diligently and completely cures such failure within an
                additional thirty (30) day period;

           (b)  Breach of Representation/Warranty: Any representation or
                ---------------------------------
                warranty made by DIRECTV hereunder proves to be inaccurate in
                any material respect, in which case BBS shall have the right to
                terminate this Agreement upon thirty (30) days prior written
                notice to DIRECTV of such inaccuracy.

           (c)  Insolvency: Upon the filing of a voluntary or involuntary
                ----------
                petition in bankruptcy by or against DIRECTV or upon the
                appointment of a receiver, trustee, liquidator or custodian for
                all or a substantial part of DIRECTV's property, provided, that
                in the case of an involuntary petition or appointment, BBS shall
                not have the right to terminate if the applicable involuntary
                action is vacated within thirty (30) days.

     15.2  Termination by DIRECTV: DIRECTV may terminate this Agreement under
           ----------------------
           the following circumstances:

           (a)  Breach of Material Obligation: BBS fails to perform any material
                -----------------------------
                agreement, term or covenant under this Agreement, unless (i) BBS
                cures such failure within thirty (30) days after receipt of such
                written notice thereof from DIRECTV or (ii) BBS has diligently
                commenced reasonable steps to cure such failure within such
                thirty (30) day period and thereafter diligently and completely
                cures such failure within an additional thirty (30) day period;

                                       18
<PAGE>

           (b)  Breach of Representation/Warranty: Any representation or
                ---------------------------------
                warranty made by BBS hereunder proves to be inaccurate in any
                material respect, in which case DIRECTV  shall have the right to
                terminate this Agreement upon thirty (30) days prior written
                notice to BBS of such inaccuracy.

           (c)  Insolvency:  Upon the filing of a voluntary or involuntary
                ----------
                petition in bankruptcy by or against BBS or upon the appointment
                of a receiver, trustee, liquidator or custodian for all or a
                substantial part of BBS's property, provided, that in the case
                of an involuntary petition or appointment, DIRECTV shall not
                have the right to terminate if the applicable involuntary action
                is vacated within thirty (30) days.

     15.3  Remedies: The foregoing termination rights are in addition to a
           --------
           Party's other rights at law or in equity or pursuant to any other
           provision of this Agreement.

16.    MISCELLANEOUS:
       -------------

     16.1  Invoices: The Parties agree that, in respect of any payment hereunder
           --------
           not otherwise specifically provided for as to date of payment, each
           Party shall invoice the other Party for any amount due to it
           hereunder and payment shall be due and payable no later than forty-
           five (45) calendar days following receipt of such invoice. The
           failure by a Party to provide a timely invoice to another Party shall
           not constitute a waiver by it of its right to receive such amounts
           but the corresponding payment shall not be deemed due and payable
           until the expiration of the due date as determined in this Section.

     16.2  Severability: If any term or other provision of this Agreement is
           ------------
           invalid, illegal or incapable of being enforced by reason of any Law
           or public policy, all other terms and provisions of this Agreement
           shall nevertheless remain in full force and effect so long as the
           economic or legal substance of the transactions contemplated hereby
           is not affected in any manner materially adverse to either Party.
           Upon such determination that any term or other provision is invalid,
           illegal or incapable of being enforced, the Parties shall negotiate
           in good faith to modify this Agreement so as to effect the original
           intent of the Parties as closely as possible in an acceptable manner
           in order that the transactions contemplated hereby are consummated as
           originally contemplated to the greatest extent possible.

     16.3  No Waiver: The failure of either Party to partially or fully exercise
           ---------
           any right or the waiver by either Party of any breach, shall not
           prevent a subsequent exercise of such right or be deemed a waiver of
           any subsequent breach of the same or any other term of this
           Agreement.

     16.4  Assignment: Neither Party may assign any of its rights or obligations
           ----------
           under this Agreement to any other Person without the other Party's
           prior written consent; provided, that either Party may assign its
           rights and obligations under this Agreement to an Affiliate, to a
           third Person which acquires all or substantially all of such Party's
           assets or to a third Person into which such Party may be merged or
           consolidated, provided that the applicable assignee agrees to assume
           all of the assigning Party's obligations hereunder and subject to the
           further understanding that the assigning Party shall nevertheless
           remain liable for its obligations hereunder (notwithstanding such
           assignment) in the absence of a contrary written agreement with the
           non-assigning Party. However, in the event this Agreement is assigned
           by BBS to a provider of sports video programming (i.e., a Person

                                       19
<PAGE>

           who distributes one or more cable programming sports channels in the
           United States such as ESPN, FoxSports, etc.), then the BBS
           Programming Restrictions set forth below shall apply, commencing as
           of the effective date of such assignment. Notwithstanding anything to
           the contrary set forth above: (a) BBS may not assign this Agreement
           or delegate any of its obligations under this Agreement to a Person
           that controls, is controlled by or is under common control with one
           or more Competing Multi-Channel System(s) (a "CMCS Person"); and (b)
           in the event of a change-of-control of BBS by way of a merger,
           consolidation or otherwise that results in BBS being controlled by a
           CMCS Person, DIRECTV shall have the right to terminate this Agreement
           upon sixty (60) days prior written notice (the consequences of such
           termination being the same as arise in connection with a termination
           under Section 14.(c) above). The "BBS Programming Restrictions" are
           as follows: The BBS Programming is not intended to provide a vehicle
           for delivery of a sports programming channel (or portion thereof)
           that would ordinarily be the subject of a programming affiliation
           agreement between DIRECTV and the provider, nor is it intended to
           provide a forum to create subscriber demand for such an affiliation
           agreement. Accordingly, the BBS Programming shall not be modified,
           promoted or provided in any way that would contravene such intended
           restrictions. In addition, (i) the branding of the BBS Programming
           shall not be changed without the consent of DIRECTV, which may be
           withheld in its discretion and (ii) references to programming
           channels or programming providers (whether or not currently
           distributed on the DIRECTV System) in the content of the BBS
           Programming shall be subject to the consent of DIRECTV, which may be
           withheld in its discretion.

     16.5  Survival: Upon expiration or termination of this Agreement, the
           --------
           provisions of Sections 10, 12 and 14 above shall survive.

     16.6  Governing Law/Jurisdiction: This Agreement and all matters collateral
           --------------------------
           hereto shall be construed and enforced in accordance with the laws of
           the State of California applicable to contracts executed and
           performed entirely therein. Each of the Parties hereby irrevocably
           agrees that the state and federal courts located in Los Angeles,
           California shall have sole jurisdiction over any suit or other
           proceeding arising out of or based upon this Agreement and each Party
           hereto hereby waives any claim that it is not subject personally to
           the jurisdiction of said courts of that any such suit or proceeding
           is brought in an inconvenient forum or improper venue. Each of the
           Parties hereto irrevocably agrees that service of process in any such
           suit or other proceeding shall be properly made (without limitation)
           if delivered to the address(es) set forth in Section 16.12 below.

     16.7  Third Party Beneficiaries: No other Persons shall be deemed a third
           -------------------------
           party beneficiary of this Agreement. Nothing in this Agreement,
           express or implied, is intended to confer upon any other Person any
           legal or equitable right, benefit or remedy of any nature whatsoever
           under or by reason of this Agreement.

     16.8  Amendments: This Agreement may not be amended or modified except by
           ----------
           an instrument in writing signed by both BBS and DIRECTV.

     16.9  Force Majeure: Neither Party shall be liable to the other Party for
           -------------
           any losses or damages incurred by such other Party for breach of any
           representation, warranty or covenant made by it in this Agreement or
           for failure or delay in providing any services or content described
           in this Agreement where such breach, failure or delay is due to acts
           of God, failure of carriers, labor disputes, war, public disaster,
           failure or delay in software encoding, any failure or degradation in
           performance of the DBS satellite(s) or

                                       20
<PAGE>

            transponders on such satellites (as applicable) or of the DTV
            System, or any other cause beyond its control (each, a "Force
            Majeure Event"). Any failure or delay in performance of this
            Agreement shall be excused for the period of time such Force Majeure
            Event(s) causes such non-performance; provided, however, that if
            DIRECTV determines in its sole discretion that it is commercially or
            technically unfeasible to cure a Force Majeure Event with respect to
            the DTV System or DBS satellite(s) and so notifies BBS, then either
            Party may terminate this Agreement effective upon written notice to
            the other Party (the consequences of such termination being the same
            as provided in the event of a termination under Section 14.(c)
            above). The Parties acknowledge and agree that although the TWOS
            Channel (including BBS Programming) may at any given time be
            uplinked to only one of several DBS satellites, failure or
            degradation in any of such DBS satellites may require DIRECTV to
            reduce the number of services available for allocation among all of
            the DBS satellites, with such reduction including, without
            limitation, curtailment or termination of the distribution of the
            TWOS Channel (including BBS Programming) by DIRECTV, at DIRECTV's
            sole discretion; in such instance, however, each of the Parties
            shall have the termination rights set forth in the immediately
            preceding sentence.

     16.10  Program Guides: During the TWOS Term, DIRECTV shall provide BBS with
            --------------
            the monthly program guide for the DTV System, not later than the
            time that DIRECTV provides such monthly guides to its DTV
            Subscribers.

     16.11  Counterparts: This Agreement may be executed in one or more
            ------------
            counterparts, each of which when executed shall be deemed to be an
            original but all of which taken together shall constitute one and
            the same agreement.

     16.12  Notices: All notices hereunder shall be in writing and shall be sent
            -------
            by certified mail (return receipt requested) or registered mail, by
            air courier service, by personal delivery or by facsimile confirmed
            by mail (provided that notices of breaches under this Agreement may
            not be made by facsimile) to the address (or fax number) of the
            Party for whom it is intended, as follows:

            BBS: Broadband Sports, Inc., 2120 Colorado Avenue, Suite 200, Santa
            Monica, California 90404, Fax No. 310\453-8101, Attn: Vice
            President, Business Development, with a separate copy to the
            attention of Vice President, General Counsel.

            To DIRECTV: DIRECTV, 2230 E. Imperial Hwy, El Segundo, California
            90245, Fax No. 310\535-5420, Attn: Vice President of New Ventures,
            with a separate copy to the attention of the General Counsel, Fax
            No. 310\726-4991.

            All notices shall be deemed to have been given (a) on the fifth
            business days after the date when sent by registered or certified
            mail, if sent by mail, (b) on the first business day after the date
            of delivery to an air courier service, if sent by air courier or (c)
            on the date of receipt, if sent by personal delivery or facsimile.

                                       21
<PAGE>

     16.13  Captions: The headings of sections and subsections contained in this
            --------
            Agreement are intended for convenience only, and they shall not be
            of any effect in construing the contents of the respective sections
            and subsections.

     16.14  Entire Agreement: This Agreement, together with the Ancillary
            ----------------
            Security Agreements, sets forth the entire agreement between the
            Parties on this subject and supersedes all prior negotiations,
            understandings and agreements between the Parties concerning the
            subject matter.

            IN WITNESS WHEREOF, BBS and DIRECTV have each executed this
     Agreement as of the Effective Date.


BROADBAND SPORTS, INC.                      DIRECTV ENTERPRISES, INC.



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



                                            DIRECTV, INC.



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

                                       22
<PAGE>

                                   EXHIBIT A
                                   ---------

                           STOCK PURCHASE AGREEMENT

                                       23
<PAGE>

                                   EXHIBIT B
                                   ---------

                               WARRANT AGREEMENT

                                       24
<PAGE>

                                   EXHIBIT C
                                   ---------

                           INVESTOR RIGHTS AGREEMENT

                                       25
<PAGE>

                                   EXHIBIT D
                                   ---------

         LIST OF DTV PROGRAMMING SERVICES FOR PURPOSES OF SECTION 4.5

                                       26