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                                                                   EXHIBIT 10.21

                             BROADBAND SPORTS, INC.
                             ADVERTISING AGREEMENT

     This Advertising Agreement (this "Agreement") is made and entered into as
of April 12, 2000 (the "Effective Date"), by and between DIRECTV, Inc., a
California corporation ("DIRECTV") and Broadband Sports, Inc., a Delaware
corporation ("BBS").  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, an important component of DIRECTV's programming format for the DTV
System is sports programming and packages of sports programming;

     WHEREAS, BBS is a leading provider of content to sports enthusiasts and
operates, programs or controls a number of on-line websites and other on-line
destinations devoted to sports;

     WHEREAS, BBS and DIRECTV desire to enter into this Agreement to set forth
the terms upon which the Parties may engage in 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.

     "BBS Advertising": Advertising Impressions on the BBS Properties.

     "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.

     "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,




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     "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 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).

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

     "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").

2.     ADVERTISING PLACEMENT COMMITMENT:
       --------------------------------

     2.1  Aggregate Commitment: DIRECTV hereby agrees to purchase BBS
          --------------------
          Advertising in the amount of $7,625,000, in the aggregate, for
          Impressions in the period commencing on the Effective Date and ending
          June 30, 2002 (the "Initial Period").

     2.2  Allocation of Advertising Commitment: BBS Advertising committed to by
          ------------------------------------
          DIRECTV with respect to the Initial Period shall be allocated among
          each calendar year during the Initial Period in accordance with the
          following, unless DIRECTV and BBS otherwise agree:

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          Within each of the aforesaid calendar years, DIRECTV's minimum
aggregate BBS Advertising commitment for such calendar year shall be allocated
among each applicable calendar quarter in accordance with the following, unless
DIRECTV and BBS otherwise agree:

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     DIRECTV may (i) vary the dollar figures applicable to the quarterly periods
     of calendar year 2000 by as much as 5% in a quarter, provided that the
     total for 2000 equals at least            , (ii) vary the dollar figures
     applicable to the quarterly periods of calendar year 2001 by as much as 5%
     in a quarter, provided that the total for 2001 equals at least
     and (iii) vary the dollar figures applicable to the first two (2) quarterly
     periods of calendar year 2002 by as much as 5% in a quarter, provided that
     the total for the first two (2) quarters of 2002 equals at least
               .  Notwithstanding the foregoing provisions (including, without
     limitation, the provisions of the immediately preceding sentence), DIRECTV
     at all times reserve the right to accelerate any or all of its advertising
     commitment within a given year and between years, and payments made in
     excess of the minimum in connection with any such acceleration shall reduce
     corresponding payment amounts required in future calendar periods.

     2.3  Payments For BBS Advertising: Payment by DIRECTV for the BBS
          ----------------------------
          Advertising shall be made on a monthly basis, with payment for any
          month made no later than forty-five (45) days after DIRECTV's receipt
          of an invoice for such month

     2.4  DIRECTV Option: DIRECTV shall have the option, exercisable upon
          --------------
          written notice provided no later than November 1, 2001, to continue to
          purchase the BBS Advertising for an additional twenty-four (24) month
          period commencing upon the expiration of the Initial Period (the
          "Extension Period") on the same terms as are applicable during the
          Initial Period (including, without limitation, the category
          exclusivity set forth in Section 2.8 below, which would then run
          through the end of the Extension Period), with the exception that the
          amount of purchase for the Extension Period would be no less than
          $8,500,000 for BBS Advertising. BBS Advertising committed to by
          DIRECTV with respect to the Extension Period shall be allocated among
          each of the two (2) twelve month periods comprising the Extension
          Period in accordance with the following, unless DIRECTV and BBS
          otherwise agree:

     BBS Advertising committed to by DIRECTV with respect to the Extension
     Period shall be further allocated among each calendar quarter during the
     Extension Period in accordance with the following, unless DIRECTV and BBS
     otherwise agree:

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     DIRECTV may (i) vary the dollar figures applicable to the quarterly periods
     of the First Extension Year by as much as 5% in a quarter, provided that
     the total for the First Extension Year equals at least            and (ii)
     vary the dollar figures applicable to the quarterly periods of the Second
     Extension Year by as much as 5% in a quarter, provided that the total for
     the Second Extension Year equals at least           .   Notwithstanding the
     foregoing provisions (including, without limitation, the provisions of the
     immediately preceding sentence), DIRECTV at all times reserve the right to
     accelerate any or all of its advertising commitment within the First
     Extension Year and within the Second Extension Year and between the First
     Extension Year and the Second Extension Year, and payments made in excess
     of the minimum in connection with any such acceleration shall reduce
     corresponding payment amounts required in future calendar periods.

     2.5  Rate Card: BBS Advertising shall be purchased by DIRECTV under this
          ---------
          Agreement on an Impressions basis, using BBS' standard rate card (as
          modified by BBS from time-to-time, the "Rate Card"; a copy of the
          current Rate Card is attached hereto as Exhibit "A"); provided, that
          all BBS Advertising purchased by DIRECTV under this Agreement shall be
          sold at of                    the Rate Card rate. To the extent that
          any "make goods" should become necessary due to shortfalls in
          Impressions delivered, the additional Impressions shall be promptly
          provided (i.e., provided in the next succeeding calendar quarter), at
          no additional cost, in additional advertising placement on BBS
          Properties, with such placement (across the various BBS Properties and
          within any particular BBS Property) to be reasonably approved by
          DIRECTV .

     2.6  Placement and Scheduling of BBS Advertising: Within thirty (30) days
          -------------------------------------------
          after the Effective Date, the Parties shall mutually agree upon the
          placement (across the various BBS Properties and within any particular
          BBS Property) and scheduling of DIRECTV's advertising on the BBS
          Properties for the first half of 2000. The Parties shall thereafter
          meet and agree on the upcoming schedule and placement for subsequent
          periods on a quarterly basis. All scheduling shall be consistent with
          the requirements of Section 2.2 above.

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     2.7   Use of Purchased BBS Advertising: DIRECTV may use the 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 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. DIRECTV shall be responsible for payment of all Third Party
           Advertising.

     2.8   Category Exclusivity:  During the three (3) year period commencing
           --------------------
           August 1, 2000, DIRECTV shall be the exclusive multi-channel
                                          that is advertised on the BBS
           Properties and BBS shall not sell, during such period, advertising on
           the BBS Properties to any                                or
                                supporting a                                (for
           example,





     2.9   Further Coordination: Within thirty (30) days after the Effective
           --------------------
           Date, the Parties shall meet to discuss and coordinate related
           matters such as (a) technical specifications, (b) ad-insertion
           mechanics and (c) BBS' standards and practices regarding advertising
           content (with BBS agreeing to advise DIRECTV, from time-to-time, of
           any changes to such standards and practices).

     2.10  Periodic Statements: BBS has advised DIRECTV that BBS does not
           -------------------
           customarily send Impressions reports to third party advertisers on
           the BBS Properties with respect to the BBS Advertising that such
           third party advertisers have purchased. However, BBS agrees that it
           will, on a quarterly basis and upon DIRECTV's request from time-to-
           time, provide DIRECTV with redacted copies of the Impressions reports
           that BBS receives from DART (Double-Click), to the extent necessary
           to provide DIRECTV with confirmation regarding the number of
           Impressions received by the BBS Advertising purchased by DIRECTV
           under this Agreement.

3.     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

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       "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 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.

4.     REPRESENTATIONS AND WARRANTIES: Each of the Parties (as applicable, the
       ------------------------------
       "Warranting Party") hereby represents and warrants to the other that: (i)
       the Warranting Party has full authority to enter into this Agreement and
       to perform its obligations hereunder without violating the rights of, or
       any agreement involving, any other Person; and (ii) all obligations owed
       or to be owed to third Persons by the Warranting Party with respect to
       the activities contemplated to be undertaken by the Warranty Party
       pursuant to this Agreement are or will be fully satisfied by the
       Warranting Party, such that the other Party will not have any obligations
       with respect thereto; and (iii) the Warranting Party is not contractually
       or legally restricted from performing its obligations under this
       Agreement. In addition, BBS hereby further represents and warrants that
       the rate card provided to DIRECTV as BBS' Rate Card (from time-to-time,
       as contemplated by Section 2.5 above) shall, in each instance, reflect
       rates that are representative of the rates generally sought by BBS, and
       received by BBS (within a twenty percent (20%) price variance) from the
       majority of its customers, in connection with ordinary course ad sales
       (other than (i) ad sales involving customers with whom BBS otherwise has
       significant/strategic dealings, (ii) ad sales that are part of
       introductory or special incentive programs and (iii) ad sales with a
       committed value of more than $25,000).

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5.     INDEMNIFICATION:
       ---------------

    5.1  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 or
         advertising performed or provided by the Indemnifying Party pursuant to
         or in furtherance of the activities contemplated under this Agreement,
         or (d) any violation of Law committed by the Indemnified Party.

    5.2  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 5.1
         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 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.

6.     DISCLAIMERS OF WARRANTY: THE WARRANTIES SET FORTH IN SECTION 4 ARE
       -----------------------
       LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY THE RESPECTIVE
       PARTIES. THE PARTIES EXPRESSLY DISCLAIM, AND HEREBY EXPRESSLY WAIVE, ALL
       OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
       WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BBS
       SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT
       TO: (a) THE BBS PROPERTIES, INCLUDING, WITHOUT LIMITATION, THAT (i)
       FUNCTIONALITY OF THE BBS PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE,
       (ii) THE BBS PROPERTIES WILL NOT CONTAIN VIRUSES OR OTHER HARMFUL
       COMPONENTS, (iii) THE SECURITY METHODS EMPLOYED WITH RESPECT TO THE BBS
       PROPERTIES WILL BE SUFFICIENT, AND (iv) ANY CONTENT ON THE

                                       8
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       BBS PROPERTIES IS CORRECT, ACCURATE OR RELIABLE; AND (b) ANY PRODUCT OR
       SERVICE OFFERED OR SOLD THROUGH THE BBS PROPERTIES, INCLUDING WITHOUT
       LIMITATION WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES
       OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.     LIMITATION OF LIABILITY: SUBJECT TO THE INDEMNIFICATION OBLIGATIONS OF
       -----------------------
       THE PARTIES UNDER SECTION 4 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.

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

     8.1  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.

     8.2  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;

                                       9
<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.

     8.3  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.

9.     MISCELLANEOUS:
       -------------

     9.1  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.

     9.2  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.

     9.3  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.

     9.4  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.

                                       10
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     9.5  Survival: Upon expiration or termination of this Agreement, the
          --------
          provisions of Sections 3, 5, 6 and 7 above shall survive.

     9.6  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 9.11 below.

     9.7  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.

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

     9.9  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, or any other cause beyond its
          control.

     9.10 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.

     9.11 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.

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<PAGE>

     9.12 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.

     9.13 Entire Agreement: This Agreement 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, INC.



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


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<PAGE>

                                   EXHIBIT A
                                   ---------

                            BBS' CURRENT RATE CARD

                                       13