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                                                                   EXHIBIT 10.14

                                                                  Execution Copy

                                 CONFIDENTIAL
                        INTERACTIVE SERVICES AGREEMENT
                        ------------------------------

     This agreement (the "Agreement"), effective as of January 1, 1999 (the
"Effective Date"), is made and entered into by and between America Online, Inc.
("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way,
Dulles, Virginia 20166, on the one hand, and E-Sport, Inc. ("E-Sport"), a
Delaware corporation, with its principal offices at  1640 S. Sepulveda Blvd.,
Suite 500, Los Angeles, California 90025, and its wholly-owned subsidiaries, Pro
Sports Xchange, Inc. ("PSX"), a Delaware corporation, successor-in-interest to
Pro Sports Xchange, a California limited liability company, with its principal
offices at 1640 S. Sepulveda Blvd., Suite 500, Los Angeles, California 90025 and
Athlete Direct, Inc. ("Athlete Direct"), a Delaware corporation, successor-in-
interest to Athlete Direct, LLC, a California limited liability corporation,
with its principal offices at 1640 S. Sepulveda Blvd., Suite 500, Los Angeles,
California 90025 (E-Sport, PSX and Athlete Direct shall be collectively referred
to herein as "Interactive Content Provider" or "ICP") (each of AOL and ICP shall
be referred to herein as a "Party" and collectively as the "Parties").

                                 INTRODUCTION
                                 ------------

     AOL and ICP each desires that ICP provide the Online Area (as defined
below), including ICP data feeds as specified herein and certain AOL
screens/pages through the AOL Network (as defined below), subject to the terms
and conditions set forth in this Agreement.  Defined terms used but not defined
in the body of the Agreement or in Exhibits A or C shall be as defined on
Exhibit B attached hereto.

                                     TERMS
                                     -----

1.   DISTRIBUTION; PROGRAMMING

     1.1  Online Area.  ICP shall work diligently to develop and implement the
          Online Area, consisting of the specific Content described on Exhibit
          A.1 attached hereto. ICP shall develop the design of the Online Area
          in consultation with AOL and in accordance with any standard design
          and content publishing guidelines provided to ICP by AOL (including,
          without limitation, any HTML publishing guidelines).  ICP shall not
          authorize or permit any third party to distribute the Licensed Content
          on ICP's behalf through the AOL Network absent AOL's prior written
          approval.  The inclusion of any additional Content in the Online Area
          (including, without limitation, any features, functionality or
          technology) not expressly described on Exhibit A shall be subject to
          AOL's prior written approval.

     1.2  Licenses.

          1.2.1  License to Licensed Content (other than Feeds).  ICP hereby
                 grants AOL a non-exclusive, worldwide license to use, market,
                 store, distribute, display, communicate, perform, transmit and
                 promote the Licensed Content (other than the Feeds), (or any
                 portion thereof) as provided herein, through such areas or
                 features of the AOL Network as AOL deems appropriate.
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          1.2.2  License to Feeds.  In addition, ICP hereby grants AOL a non-
                 exclusive, worldwide license (i) to use, market, store,
                 distribute, display, communicate, perform, transmit and promote
                 the Feeds (as defined in Exhibit A), (or any portion thereof),
                 through the AOL Service and AOL.com., AOL's primary site on the
                 World Wide Web portion of the Internet and all AOL branded and
                 co-branded Internet sites providing content and promotions for
                 AOL products and services, together with any mirrored or
                 similar versions of such site(s) (collectively, "AOL.com"), and
                 (ii) to sublicense its rights under this Section 1.2.2 to third
                 parties producing programming for AOL.com for the sole purpose
                 of enabling such third parties to produce such AOL-branded or
                 AOL co-branded programming for AOL.com as provided below. To
                 the extent that the Feeds (or any portion thereof) are
                 distributed by AOL on AOL.com or on non-AOL Service areas of
                 the AOL Network, AOL shall (a) ensure that the Feeds will be
                 distributed on pages that are predominantly AOL-branded
                 (including, for example,"AOL.com Sports Web Center powered by
                 ____", "Presented By" and "AOL.com/___"), (b) credit ICP as the
                 source of such Content, (c) promote the Premium Information
                 Products as a part of such Content (e.g., minimum text link at
                 the bottom of an article), and (d) not place the Feeds in such
                 close proximity to a third party brand so as to reasonably lead
                 to the conclusion that the Feeds are Content of such third
                 party. Nothing contained in this Section 1.2.2 shall be
                 construed to prevent or limit the offer, license or sale of
                 Advertisements anywhere on the AOL Network. Subject to payment
                 by AOL pursuant to Section 1.6(iv) below, ICP agrees to grant
                 to AOL a license to distribute the Feeds (or any portion
                 thereof) on other sites or properties owned or controlled by
                 AOL or its Affiliates which are not covered herein.

          1.2.3  Feeds.  ICP represents and warrants to AOL that it has the
                 authority to grant the above licenses to AOL (either through
                 ownership or license) to use the Licensed Content as described
                 in this Agreement. ICP shall provide AOL the Licensed Content
                 in the form or media reasonably necessary for AOL to distribute
                 it on the AOL Network as further set forth on Exhibits A and E-
                 1 attached hereto. Without limiting the generality of the
                 foregoing, during the Term of this Agreement, AOL may store via
                 mirrored data centers, tape, optical disks, or magneto optical
                 disks backup copies of the Feeds solely for purposes of record-
                 keeping, defending against third-party claims, responding to
                 official inquiries, and fulfilling its obligations and
                 exploiting the rights granted to AOL pursuant to this
                 Agreement. Under no circumstances will AOL use such Feeds for
                 any other purpose during the Term of this Agreement. It is
                 expressly understood that following the expiration or
                 termination of this Agreement, AOL shall have the right to use
                 the Licensed Content, including without limitation, the Feeds,
                 for a runoff period not to exceed ninety (90) days in the same
                 manner as such Content is permitted to be used during the Term.
                 Nothing in this Agreement shall constitute a sale or other
                 transfer of title from ICP to AOL of the Licensed Content, or
                 any portion thereof. All rights with respect to the Licensed
                 Content not expressly granted to AOL herein are reserved to
                 ICP.

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          1.2.4  Ownership.  AOL shall own, and ICP shall have no right, title
                 or interest in or to, all Top Level Screens. ICP shall own, and
                 AOL shall have no ownership right, title or interest in or to,
                 the Other Screens.

     1.3  Other Interactive Areas.

          1.3.1  AOL Approval. [*]. AOL hereby approves the links to the sites
                 set forth in Exhibit I, subject to AOL's right to withdraw its
                 approval if there are any substantive changes to the Content
                 contained in such linked sites. In addition, AOL may reasonably
                 restrict its approval (at any time) to specific portions of
                 Content, Products, or functionality within a Linked Interactive
                 Site, including without limitation, those sites set forth in
                 Exhibit I. In such case, establishment of the link from the
                 Licensed Content to the Linked Interactive Site will be subject
                 to mutual agreement of the Parties regarding the means by which
                 access will be restricted to the approved portions of the
                 Linked Interactive Site. AOL shall give ICP a five (5) day
                 period to remove any specific Content, Products or
                 functionality within a Linked ICP Interactive Site that AOL
                 restricts its approval to pursuant to this Section 1.3.1 before
                 terminating the link to such site. All Linked ICP Interactive
                 Sites shall comply with the Operating Standards set forth in
                 Exhibit E-2.

          1.3.2  Management.  AOL shall have no obligations of any kind with
                 respect to any Linked Interactive Site. ICP shall be
                 responsible for any hosting or communication costs associated
                 with any Linked Interactive Sites (including, without
                 limitation, the costs associated with (i) any agreed-upon
                 direct connections between the AOL Network and a Linked
                 Interactive Site or (ii) a mirrored version of a Linked
                 Interactive Site). Any Linked Interactive Sites shall be
                 subject to the license set forth in Section 1.2.1 above. ICP
                 will permit AOL Members to access and use any Linked ICP
                 Interactive Site free of charge during the Term if such Linked
                 ICP Interactive Site is generally available to users (other
                 than ICP employees, agents, contractors and partners) free of
                 charge. If such Linked ICP Interactive Site is not generally
                 provided to any such users free of charge, then the terms and
                 conditions for AOL Members shall be no less favorable than for
                 any other user. AOL Members shall not be required to go through
                 a registration process (or any similar process) in order to
                 access and use any Linked ICP Interactive Site; provided,
                 however, that the Parties agree and acknowledge that some
                 features or areas of the Linked ICP Interactive Site may
                 require a registration process for all users generally (e.g. a
                 premium service) and that such registration process for AOL
                 Members shall be no more burdensome than for any other user and
                 shall be upon terms and conditions no less favorable than for
                 any other user. For a period of two years after the expiration
                 or earlier termination of this Agreement, ICP will allow AOL
                 Members to access any non-Premium Information Products on any
                 former Linked ICP Interactive Site

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[*] Portions have been omitted pursuant to a confidential treatment request.

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                 (or any successor thereto) on terms and conditions no less
                 favorable than the terms and conditions available to other
                 users of such ICP Interactive Site.

          1.3.3  Excessive Traffic Diversion.  ICP shall use commercially
                 reasonable efforts to ensure that AOL traffic is generally
                 either kept within a Linked ICP Interactive Site or channeled
                 back into the AOL Network. To the extent that AOL notifies ICP
                 in writing that, in AOL's reasonable judgment, links from the
                 Linked ICP Interactive Site cause an excessive amount of AOL
                 traffic to be diverted outside of such site and the AOL Network
                 in a manner that has a detrimental effect on the traffic flow
                 of the AOL audience, then ICP shall immediately reduce the
                 number of links out of such site(s). In the event that ICP
                 cannot or does not so limit diverted traffic from the Linked
                 ICP Interactive Site, AOL reserves the right to terminate the
                 links from the AOL Network to the Linked ICP Interactive Site
                 at issue if such failure remains uncured after thirty (30) days
                 written notice thereof.

     1.4  Placements.  ICP shall pay AOL (in accordance with Section 1.5 below),
          and AOL shall provide to ICP the marketing and promotional rights
          ("Placements") set forth in Exhibit A.4. The Placements and any other
          promotions or advertisements (other than AOL Advertisements which ICP
          has a right to sell pursuant to Section 2.1 of this Agreement)
          purchased from or provided by AOL pursuant to Exhibit A of this
          Agreement will be used by ICP solely for its own benefit and will not
          be resold, traded, exchanged, bartered, brokered or otherwise offered
          to any third party.

     1.5  Placements Payments. For the Placements, ICP shall pay AOL the
          following amounts:

          (i)    First Year (January 1, 1999 to December 31, 1999). For the
          first year of the Term, ICP shall pay AOL two million seven hundred
          eighty thousand dollars ($2,780,000) for the Placements.

          (ii)   Second Year (January 1, 2000 to December 31, 2000). For the
          second year of the Term, ICP shall pay AOL two million seven hundred
          eighty thousand dollars ($2,780,000) for the Placements.

          (iii)  Last Six Months of Initial Term (January 1, 2001 to June 30,
          2001). For the last six (6) months of the Initial Term, ICP shall pay
          AOL one million three hundred ninety thousand dollars ($1,390,000) for
          the Placements.

     1.6  Content Payments. For the Licensed Content and production and other
          services to be provided pursuant to this Agreement, AOL shall pay ICP
          as follows:

          (i)    First Year (January 1, 1999 to December 31, 1999). For the
          first year of the Term, AOL shall pay ICP [*].

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[*] Portions have been omitted pursuant to a confidential treatment request.
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          (ii)   Second Year (January 1, 2000 to December 31, 2000). For the
          second year of the Term: AOL shall pay ICP [*].

          (iii)  Last Six Months of Initial Term  (January 1, 2001 to June 30,
          2001). For the last six (6) months of the Initial Term: AOL shall pay
          ICP [*].

          (iv)   Additional Payments. AOL shall pay ICP [*] for each additional
          license granted to AOL by ICP pursuant to the final sentence of
          Section 1.2.2 above. Such payment shall be added to the Content
          Payments to be made by AOL pursuant to subsections 1.6(i)-(iii) above.

     1.7  Net Payments.  The Parties shall satisfy their obligations under
          Sections 1.5 and 1.6 through net payments as follows: AOL shall pay to
          ICP the following net amounts: (a) [*] for each of the first three (3)
          months of the Initial Term, and (b) [*] for each of the remaining
          months of the Initial Term.

     1.8  Exclusivity.  ICP shall comply with the exclusivity restrictions set
          forth on Exhibit A.2.

2.   ADVERTISING AND TRANSACTIONS

     2.1  Advertising Sales.  AOL owns all right, title and interest in and to
          the advertising and promotional spaces within the AOL Network
          (including, without limitation, advertising and promotional spaces on
          any AOL forms or pages preceding, framing or otherwise associated with
          the Licensed Content or preceding, following or framing any Linked
          Interactive Sites). The specific advertising inventory within any AOL
          forms or pages shall be as reasonably determined by AOL. AOL shall
          have the [*] right to sell [*] on the [*]. AOL hereby grants ICP the
          [*] right to license or sell AOL Advertisements on the [*] subject to
          AOL's approval for each AOL Advertisement, which approval shall not be
          unreasonably withheld.

     2.2  Advertising Policies.

          2.2.1  AOL Advertisements.  Any AOL Advertisements sold by ICP or its
                 agents shall be subject to AOL's then-standard advertising
                 policies, exclusivity commitments, and other preferential
                 contractual commitments to third parties which are applicable
                 to AOL and those exclusivities that AOL grants to itself for
                 its own business(es). AOL's current list of exclusivity
                 commitments are set forth in Exhibit J (the "Exclusivity
                 List"). AOL may update the Exclusivity List from time to time
                 and Advertisements sold to entities in categories not on the
                 Exclusivity List at the time such Advertisement was sold shall
                 not be a breach of contract, but ICP shall immediately remove
                 such Advertisement upon notification from AOL that such
                 Advertisement violates an AOL exclusivity or other preferential
                 contractual commitment. ICP shall not sell an AOL Advertisement
                 to any entity reasonably construed to be in competition with
                 AOL.

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[*] Portions have been omitted pursuant to a confidential treatment request.
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          2.2.2  Linked Interactive Site Advertisements.  ICP shall ensure that
                 AOL Members linking to any Linked ICP Interactive Site (other
                 than the Stars Web Area) from the AOL Network do not receive
                 advertisements, promotions or links (i) for any entity
                 reasonably construed to be in competition with AOL, (ii) in
                 violation of AOL's then-standard advertising policies, or (iii)
                 in violation of AOL's exclusivity or other preferential rights
                 or commitments [*] Online Area and/or the AOL Network. AOL
                 shall use commercially reasonable efforts to discuss any
                 reasonable ICP request for an exception to the preceding
                 subclause (iii). In the event that AOL notifies ICP in writing
                 that any advertising or promotional Content in or through any
                 Linked ICP Interactive Site (a "Linked ICP Interactive Site
                 Advertisement") is in violation of AOL's then-standard
                 advertising policies or this Section 2.2.2, then ICP shall take
                 [*] steps to block access by AOL Members to such advertising
                 using ICP's then-available ad server or other technology. In
                 the event that ICP cannot, through its [*], block access by AOL
                 Members to the advertising in question, then ICP shall provide
                 AOL prompt written notice of such fact. AOL may restrict access
                 from the AOL Network to the advertising in question using
                 technology available to AOL or, in the event such restricted
                 access is not reasonably practicable, as determined by AOL in
                 AOL's sole discretion, terminate the link from the AOL Network
                 to the Linked ICP Interactive Site until such time as the
                 advertising in question is no longer displayed. ICP will
                 cooperate with AOL's reasonable requests to the extent AOL
                 elects to implement any such access restrictions.

     2.3  Advertising Registration Form.  In connection with the sale by ICP or
          its agents of an AOL Advertisement, ICP shall, in each instance,
          provide AOL with a completed standard AOL Advertising Registration
          Form relating to such AOL Advertisement.  ICP shall take all
          reasonable steps necessary to ensure that any AOL Advertisement sold
          by ICP complies with all applicable federal, state and local laws and
          regulations.

     2.4  Advertising Revenues. AOL shall be entitled to [*] of all Advertising
          Revenues generated by the license or sale of AOL Advertisements on the
          [*]. ICP shall be entitled to [*] of Advertising Revenues generated by
          the license or sale of AOL Advertisements on the [*].

     2.5  Interactive Commerce. To the extent ICP desires to offer, sell or
          license Products, such merchandising shall be subject to (i) the terms
          of this Agreement, (ii) the requirements posted at keyword
          "Marketplace Policy" on the America Online brand service (or such
          other keyword as AOL may designate during the Term), (iii) approval by
          AOL of all categories of Products to be offered, (iv) the payment to
          AOL of [*] of all Transaction Revenues for Premium Information
          Products, Sports Entertainment Products and Memorabilia Products and
          [*] of Transaction Revenues for all other Products, (v) the then-
          current requirements of AOL's merchant certification program, (vi) ICP
          implementing sufficient procedures to protect the security of all
          merchandising on a Linked ICP

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[*] Portions have been omitted pursuant to a confidential treatment request.

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          Interactive Site (i.e., ICP shall as of the Effective Date use 40-bit
          SSL technology and, if requested by AOL upon thirty (30) days notice
          thereof to ICP, 128-bit SSL), and (vii) the requirement that ICP take
          all reasonable steps necessary to conform its promotion and sale of
          Products through a Linked ICP Interactive Site to the then-existing
          technologies identified by AOL which are optimized for the AOL Service
          including, without limitation, any "quick checkout" tool which AOL may
          implement to facilitate purchase of Products by AOL Members through
          the ICP Linked Interactive upon thirty (30) days notice thereof to
          ICP. For purposes of subsection (iii) above, AOL hereby approves the
          categories of products set forth in Exhibit I, subject to AOL's right
          to withdraw its approval of any category of Product which violates
          AOL's exclusivity or preferential contractual commitments as specified
          in Exhibit I. If, in accordance with Section 1.3.1, AOL approves a
          link from the Online Area to a site on the World Wide Web portion of
          the Internet where Products are sold, ICP and AOL shall agree upon an
          appropriate revenue share for sales of Products to AOL Members at such
          site. Until such time as an agreement is reached, AOL shall be
          entitled to [*] of all Transaction Revenues generated from such site.
          Third parties shall not be authorized or permitted to sell Products.
          The preceding sentence shall not prevent ICP from selling Products it
          buys or licenses from third parties.

     2.6  Member Benefits.  ICP will generally promote through the Online Area
          any special or promotional offers related to the Licensed Content made
          generally available by or on behalf of ICP through any other similar
          or like distribution channel.   In addition, ICP shall promote through
          the Online Area on a regular and consistent basis special offers
          exclusively available to AOL Members ("AOL Exclusive Offers").  ICP
          shall, at all times, feature at least one AOL Exclusive Offer for AOL
          Members (except as otherwise mutually agreed upon by the Parties).
          The AOL Exclusive Offer made available by ICP shall provide a
          substantial member benefit to AOL Members, either by virtue of a
          meaningful price discount, product enhancement, unique service benefit
          or other special feature.  Specific AOL Exclusive Offers to be made
          available by ICP shall include the following: discounts from regularly
          priced sports memorabilia, licensed sports products, and sports
          collectibles.  ICP will provide AOL with reasonable prior notice of
          AOL Exclusive Offers and other special offers so that AOL can, in its
          editorial discretion, market the availability of such offers.

3.   PRODUCTION AND SUPPORT

     3.1  Production Work.

          (i)    AOL Pages.  AOL shall build the Team Pages (as defined in
          Exhibit A) and Star Pages (as defined in Exhibit A) and such pages
          shall be programmed and populated by ICP in accordance with this
          Agreement. The forms of the Team Pages and Star Pages shall be as
          determined by AOL after consultation with ICP.

          (ii)   Production Responsibility.  Except as otherwise provided
          herein, ICP shall be responsible for all production, including
          maintenance, of the Stars Online Area. Unless otherwise mutually
          agreed upon in writing, ICP shall be responsible for all changes to
          the Team Online Area or the Feeds. AOL shall bear the expense of any
          production work performed by ICP (and AOL will not charge ICP for any
          production work performed by AOL) relating to the Team Online Area or
          the Feeds (a) which is not requested by ICP, or (b) which is mutually
          agreed upon by the Parties in good faith within the parameters of this
          Agreement. Any

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[*] Portions have been omitted pursuant to a confidential treatment request.

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          change requested by ICP shall require AOL's prior approval, but such
          approval shall not signify mutual agreement of a change giving rise to
          AOL's responsibility to bear the expense of such change unless so
          stated in writing.

          (iii)  AOL Assistance with ICP's Production Responsibilities.  In the
          event that ICP requests AOL's production assistance relating to the
          Stars Online Area in connection with (i) the initial development,
          design and construction of the Stars Online Area, (ii) ongoing
          programming and maintenance related to the Stars Online Area, (iii) a
          redesign of or addition to the Stars Online Area (e.g., a change to an
          existing screen format or construction of a new custom form), (iv)
          construction and maintenance of an approved advertising, sponsorship
          or promotional area or online "store," (v) production to modify work
          performed by a third party provider or (vi) any other type of
          production work, ICP shall work with AOL to develop detailed
          production plans for the requested production assistance (the
          "Production Plan"). Following receipt of the final Production Plan,
          AOL shall notify ICP of (i) AOL's availability to perform the
          requested production work, (ii) the proposed fee or fee structure for
          the requested production and maintenance work and (iii) the estimated
          development schedule for such work. To the extent the Parties reach
          agreement regarding implementation of an agreed-upon Production Plan,
          such agreement shall be reflected in a separate work order signed by
          the Parties. All fees to be paid to AOL for any such production work
          shall be paid in advance. To the extent ICP elects to retain a third
          party provider to perform any such production work, work produced by
          such third party provider must generally conform to AOL's production
          standards available at Keyword "Styleguide." The specific production
          resources which AOL allocates to any production work to be performed
          on behalf of ICP shall be as determined by AOL in its sole discretion.
          With respect to any routine production, maintenance or related
          services which AOL reasonably determines are necessary for AOL to
          perform in order to support the proper functioning and integration of
          the Stars Online Area ("Routine Services"), ICP will pay the then-
          standard fees charged by AOL for such Routine Services.

          (iv)   Third Party Content.  AOL will work to facilitate securing
          necessary rights for ICP to utilize certain Content (e.g., initially,
          AP news and photographs, SportsTicker, or substitutes therefor)
          necessary to produce the Team Online Area and AOL shall bear the
          reasonable cost of providing ICP access to such Content; provided
          that, the Parties acknowledge that certain third party consents may be
          necessary to secure such rights and that AOL shall not be in breach of
          contract if it is unable to secure such rights through reasonable
          efforts and ICP shall not be in breach of contract if ICP's failure to
          produce and program the Team Online Area is caused solely by AOL's
          inability to secure such rights. ICP shall utilize such third party
          Content solely to perform its obligations hereunder and for no other
          purpose. In addition, ICP shall ensure that its utilization of any
          news feeds and/or other third party Content provided by AOL to ICP
          hereunder complies with any and all contractual terms and conditions
          on use to which AOL is subject as communicated by AOL to ICP in
          writing or by email.

     3.2  Publishing and Production Tools.   AOL shall provide to ICP, at no
          cost to ICP,  those of AOL's  proprietary publishing tools (each a
          "Tool") reasonably necessary (as determined by AOL) for ICP to develop
          and implement the Licensed Content during the Term.  ICP shall be
          granted a nonexclusive license to use any such

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          Tool, which license shall be subject to: (i) ICP's compliance with all
          rules and regulations relating to use of the Tools, as published from
          time to time by AOL, (ii) AOL's right to withdraw or modify such
          license at any time, and (iii) ICP's express recognition that AOL
          provides all Tools on an "as is" basis, without warranties of any
          kind. If any withdrawal or modification pursuant to (ii) above has a
          material adverse effect upon ICP's ability to develop and implement
          the Licensed Content, ICP shall not be in breach of this Agreement for
          any consequent ICP failure to develop and implement the Licensed
          Content as required by this Agreement.

     3.3  Training and Support.  AOL shall make available to ICP standard AOL
          training and support programs related to ICP's management and
          maintenance of the Licensed Content.  ICP can select its training and
          support program from the options then offered by AOL.  ICP shall be
          responsible to pay the fees associated with its chosen training and
          support package.  In addition, ICP will pay travel and lodging costs
          associated with its participation in any AOL training programs
          (including AOL's travel and lodging costs when training is conducted
          at ICP's offices).

4.   PROMOTION

     4.1  Cooperation.  Each Party shall cooperate with and reasonably assist
          the other Party in supplying Content for marketing and promotional
          activities which relate to the Online Area.

     4.2  Interactive Site.  The following promotions (collectively, the "AOL
          Promos") shall be included within each Linked ICP Interactive Site and
          any other ICP Interactive Site controlled by ICP and providing a
          substantial portion of Content substantially the same as or similar
          to, the Licensed Content or any Linked ICP Interactive Site, (i.e.,
          currently,  http://www.athletedirect.com and http://www.psx.com) and
          all successors thereto : (i) a prominent promotional button (at least
          90 x 30 pixels or 70 x 70 pixels in size) appearing on the main screen
          of such ICP Interactive Site to promote such AOL products or services
          as AOL may reasonably designate (for example, the America Online brand
          service, the CompuServe brand service, the AOL.com site, the Digital
          City services or the AOL Instant Messenger service); and (ii) a
          prominent "Try AOL" feature (at least 90 x 30 pixels or 70 x 70 pixels
          in size) through which users can obtain promotional information about
          AOL products or services designated by AOL and, at AOL's option,
          download or order the then-current version of client software for such
          AOL products or services.  AOL will provide the creative content to be
          used in the AOL Promos.  ICP shall post (or update, as the case may
          be) the creative content supplied by AOL within the spaces for the AOL
          Promos within five days of its receipt of such content from AOL.
          Without limiting any other reporting obligations of the Parties
          contained herein, ICP shall provide AOL with monthly written reports
          specifying the number of impressions to the pages containing the AOL
          Promos during the prior month. In the event that AOL elects to serve
          the AOL Promos to such ICP Interactive Site from an ad server
          controlled by AOL or its agent, ICP shall take all reasonable
          operational steps necessary to facilitate such ad serving arrangement,
          including without limitation, inserting HTML code designated by AOL on
          the pages of such ICP Interactive Site on which the AOL Promos will
          appear.  In addition, within each such ICP Interactive Site, ICP
          shall,

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          [*], provide (a) prominent promotion for the keywords associated with
          ICP's Online Area, and (b) links from the Linked ICP Interactive Site
          to the relevant topic areas on AOL's AOL.com site; provided that, ICP
          shall provide substitute promotion, as mutually agreed upon by the
          Parties, in instances in which such promotion is not commercially
          practicable (i.e., given time and space constraints).

     4.3  Other Media.  In ICP's television, radio, print and "out of home"
          (e.g., buses and billboards) advertisements relating to the Teams
          Content and/or the Feeds and in any publications, programs, features
          or other forms of media relating to the Teams Content and/or the Feeds
          over which ICP exercises editorial control, ICP will include specific
          references or mentions (verbally where possible) of the availability
          of ICP's Online Area through the America Online brand service, [*], as
          any references that ICP makes to the Teams Content and/or the Feeds or
          any ICP Interactive Site controlled by ICP and providing a substantial
          portion of Content substantially the same as or similar to, the
          Licensed Content or any Linked ICP Interactive Site (i.e., currently,
          http://www.athletedirect.com and http://www.psx.com) and all
          successors thereto (by way of site name, related company name, URL or
          otherwise). Without limiting the generality of the foregoing, [*],
          ICP's listing of the "URL" for such Licensed Content or ICP
          Interactive Site will be accompanied by a prominent listing of the
          "keyword" term on AOL for the appropriate Online Area.

     4.4  Preferred Access Provider.  When promoting AOL, ICP shall promote AOL
          as a preferred access provider through which a user can access ICP's
          Content and shall use commercially reasonable efforts to promote AOL
          as prominently as any other Internet service provider as part of ICP's
          promotion of the Licensed Content hereunder.

     4.5  Promotion of Athletes.  ICP shall secure the promotional rights set
          forth in Exhibit A.3 with respect to each Athlete and Columnist (as
          defined in Exhibit A).

5.   PAYMENTS AND REPORTING.

     5.1  Payment Schedule.  Except as otherwise specified in Section 1.7, each
          Party agrees to pay the other Party all amounts received and owed to
          the other Party as described herein on a quarterly basis within sixty
          (60)  days of the end of the quarter in which such amounts were
          collected by such Party.  The first quarter for which payment is to be
          made shall begin  on the first day of the month following the month of
          execution of this Agreement and (ii) include the portion of the month
          of execution following the Effective Date (unless the Agreement was
          executed on the first day of a month, in which case the quarter begin
          shall be deemed to begin on the first day of such month).

     5.2  Reporting.  On no less than a monthly basis, each Party shall supply
          or make available to the other Party reports containing the following
          information:

          5.2.1  Usage Data.  AOL shall make available to ICP a monthly report
                 specifying usage information for the Online Area for the prior
                 month in the format

CONFIDENTIAL                           10

[*] Portions have been omitted pursuant to a confidential treatment request.
<PAGE>

                 which is generally made available to similarly situated
                 interactive content providers. In addition, for any Linked ICP
                 Interactive Site which AOL is caching, AOL shall supply ICP
                 with monthly reports reflecting aggregate impressions by AOL
                 Members to the cached version of the Linked ICP Interactive
                 Site during the prior month. For each Linked ICP Interactive
                 Site, ICP will supply AOL with monthly reports which reflect
                 total impressions by AOL Members to the Linked ICP Interactive
                 Site during the prior month.

          5.2.2  Sales Reports.  ICP will provide AOL in an automated manner
                 with a monthly report in an AOL-designated format, detailing
                 the following AOL Purchaser activity in such period (and any
                 other information mutually agreed upon by the Parties or
                 reasonably required for measuring revenue activity by ICP
                 through the Linked ICP Interactive Sites): (i) summary sales
                 information by day (date, number of Products, number of orders,
                 total Transaction Revenues); and (ii) detailed sales
                 information (order date/timestamp (if technically feasible),
                 AOL Purchaser name and screenname, SKU or Product description)
                 (information in clauses (i) and (ii), "Sales Reports"). AOL
                 will be entitled to use the Sales Reports in its business
                 operations, subject to the terms of this Agreement. More
                 generally, each payment to be made by ICP pursuant to Section
                 2.5 will be accompanied by a report containing information
                 which supports the payment, including information identifying
                 gross Transaction Revenues and all items deducted or excluded
                 from gross Transaction Revenues to produce Transaction
                 Revenues, including, without limitation, chargebacks and
                 credits for returned or canceled goods or services (and, where
                 possible, an explanation of the type of reason therefor, e.g.,
                 bad credit card information, poor customer service, etc.),
                 revenue sharing with an ICP Marketing Partner (as defined in
                 Exhibit B).

          5.2.3. Promotional Commitments.  ICP shall provide to AOL a monthly
                 report documenting its compliance with any promotional
                 commitments it has undertaken pursuant to Section 4 in the form
                 attached as Exhibit D hereto.

          5.2.4. Exclusivity Restrictions.  ICP shall submit to AOL a monthly
                 certification that it is in full compliance with all
                 exclusivity restrictions set forth in this Agreement in the
                 form attached as Exhibit D hereto.

6.   TERM, TERMINATION AND COMMERCIAL LAUNCH.

     6.1. Term.  Unless earlier terminated as set forth herein, the initial
          term of this Agreement shall be thirty (30) months from the Effective
          Date ("Initial Term").  Upon the expiration of the Initial Term, AOL
          shall have the right to renew this Agreement for up to two successive
          one year terms (each, a "Renewal Term" and together with the Initial
          Term, the "Term").   ICP shall have the option to terminate this
          Agreement upon ninety (90) days notice within thirty (30) days after
          the beginning of any Renewal Term.  ICP's obligations with respect to
          the Stars Online Area shall begin immediately; however, the Stars
          Online Area shall be exclusive to AOL in the same manner as is
          provided in the Athlete Direct Interactive Service Agreement (as
          defined below) until and including March 31,

CONFIDENTIAL                           11
<PAGE>

          1999. Nothing contained in this Agreement shall modify or amend that
          certain Interactive Services Agreement by and between AOL and Athlete
          Direct, LLC, a California limited liability corporation, dated April
          1, 1997 (the "Athlete Direct Interactive Services Agreement"),
          including without limitation, the exclusivities set forth therein. The
          Parties agree and acknowledge that the Athlete Direct Interactive
          Services Agreement will expire on March 31, 1999. Upon the expiration
          or earlier termination of this Agreement, AOL may, at its discretion,
          continue to promote one or more "pointers" or links from the AOL
          Network to an ICP Interactive Site and continue to use ICP's trade
          names, trade marks and service marks in connection therewith.

     6.2  Termination for Breach.  Either Party may terminate this Agreement at
          any time in the event of a material breach by the other Party which
          remains uncured after thirty (30) days written notice thereof.

     6.3  Termination for Bankruptcy/Insolvency.  Either Party may terminate
          this Agreement immediately following written notice to the other Party
          if the other Party (i) ceases to do business in the normal course,
          (ii) becomes or is declared insolvent or bankrupt, (iii) is the
          subject of any proceeding related to its liquidation or insolvency
          (whether voluntary or involuntary) which is not dismissed within
          ninety (90) calendar days or (iv) makes an assignment for the benefit
          of creditors.

     6.4  Site and Content Preparation.  ICP shall achieve Site and Content
          Preparation of the Teams Online Area (as defined in Exhibit A) and the
          Star Pages (as defined in Exhibit A) on or before March 15, 1999, the
          Athlete Online Areas as defined and set forth in Exhibit A and the
          rest of the Star Online Area (as defined in Exhibit A) on or before
          March 31, 1999.  "Site and Content Preparation" shall mean that ICP
          shall have completed production of the Online Area and the Licensed
          Content in accordance with this Agreement and completed all other
          necessary work to prepare the Online Area and the Licensed Content and
          any other related areas or screens to launch on the AOL Network as
          contemplated hereunder.  In the event ICP has not achieved Site and
          Content Preparation on or before February 15, 1999, then AOL shall
          work with ICP to identify any deficiencies in the Teams Online Area
          and Stars Pages and specifying in writing or by email the work that
          needs to be completed by ICP in order to achieve Site and Content
          Preparation.  If ICP has not completed such work by March 15, 1999 for
          the Teams Online Area and the Star Pages, the dates provided in
          Exhibit A for the Athlete Online Areas and by March 31, 1999 for the
          rest of the Stars Online Area, then, in addition to any other remedies
          available, AOL shall have the right to terminate this Agreement by
          giving ICP written notice thereof.  If ICP is delayed in achieving
          Site and Content Preparation due to a failure by AOL to perform its
          obligations under this Agreement and ICP notifies AOL in writing of
          such failure and the resulting delay, then the timeframe referenced in
          this Section shall each be extended by the amount of time of ICP's
          delay solely attributable to such failure by AOL.

     6.5  Termination of Prior Agreement.  As of the Effective Date, the
          following agreement shall terminate by mutual agreement: that certain
          Content License Agreement by and between Extreme Fans, Inc., an
          Illinois corporation d.b.a. Real Fans ("Real Fans") and PSX, dated as
          of February, 1997, that certain First

CONFIDENTIAL                           12
<PAGE>

          Amendment to Content License Agreement, dated August 1, 1997 and that
          certain Second Amendment to the Content License Agreement, dated as of
          October 1, 1997 (collectively, "Content License Agreement"). PSX
          acknowledges and agrees that (i) AOL and Real Fans have fulfilled all
          of Real Fans' obligations to PSX under the Content License Agreement,
          (ii) AOL has no further obligations to ICP in connection with or
          related in any way to Real Fans, (iii) ICP does not have and will not
          make any other claims against Real Fans or AOL, or their directors,
          officers, employees or agents, for additional sums of money or
          otherwise, in connection with or related in any way to Real Fans (iv)
          upon payment of the [*] set forth below, Real Fans will have no
          further obligations to ICP, (iv) upon payment of the [*] set forth
          below, ICP does not have and will not make any other claims against
          Real Fans, or its directors, officers, employees or agents, for
          additional sums of money or otherwise. As of January 15, 1999, ICP
          shall perform Real Fans' obligations to subscribers to fulfill the
          Subscription Reports which obligations were made known to ICP by Real
          Fans as of January 15, 1999 in exchange for [*] which amount shall be
          paid upon full execution of this Agreement. As used herein,
          "Subscription Reports" shall mean "PSX E-Mail Reports", "CSX E-Mail
          Reports", "CSX Basketball E-Mail Reports" and "PSX Hockey E-Mail
          Reports" (as defined in the Content License Agreement) sold by Real
          Fans on a subscription basis to subscribers and packaged in several
          different formats (e.g. all baseball teams, American League baseball
          teams, etc.).

     6.6  Termination for Change of Control/Ownership. At any time after a
          Change of Control of ICP to a Prohibited Party, AOL may terminate this
          Agreement upon [*] written notice thereof.

     6.7  AOL Option.  Without limiting any rights or remedies AOL may have
          pursuant to this Agreement, including without limitation, any other
          termination rights AOL may have, AOL shall have the option to
          terminate this Agreement for any reason or no reason whatsoever at any
          time after the first anniversary date of the Effective Date of this
          Agreement upon six (6) months prior written notice thereof to ICP;
          provided that, unless such written notice has been given in the first
          ten (10) days of a calendar quarter (in which case such termination
          shall be effective six (6) months after the first day of such
          quarter), such termination shall not be effective until six (6) months
          after the first day of the immediately following calendar quarter.

          6.7.1  Option Fee.  If AOL exercises its option to terminate this
                 Agreement pursuant to this Section 6.7, AOL shall (i) pay ICP
                 [*] in cash (the "Cash Fee") within thirty (30) days after the
                 date the termination becomes effective (the "Termination
                 Date"), (ii) provide ICP with the Additional Advertisements as
                 set forth herein (collectively, the "Option Fee"). Until the
                 Termination Date, AOL shall provide to ICP the Total
                 Impressions Commitment (as defined in Exhibit A.4) on a pro
                 rata basis. After the Termination Date, AOL shall provide to
                 ICP, within twenty-four (24) months of the Termination Date,
                 banner advertisements on a run of AOL Service basis (i.e.,
                 series of daily servings on the AOL Service) ("Additional
                 Advertisements") with guaranteed Impressions calculated as
                 follows: [*] the number of months between the Termination Date
                 and June 30, 2001 minus [*].

CONFIDENTIAL                           13

[*] Portions have been omitted pursuant to a confidential treatment request.
<PAGE>

                 By way of example, if AOL gives notice to ICP on March 31, 2000
                 that it is terminating this Agreement pursuant to this Section
                 6.7, the Termination Date shall be September 30, 2000. AOL
                 would pay ICP the Cash Fee and provide Additional
                 Advertisements with guaranteed Impressions of 21,750,003. If
                 AOL gives such notice to ICP on April 15, 2000, the Termination
                 Date shall be December 31, 2000. AOL would owe ICP the Cash Fee
                 and Additional Advertisements with guaranteed Impressions of
                 13,000,002.

                 The Additional Advertisements (i) shall be used by ICP only to
                 promote ICP's Memorabilia Products, (ii) shall not be traded,
                 bartered, sold or otherwise provided by ICP to any third party,
                 and (iii) shall be subject to the terms of this Agreement
                 (including without limitation, the terms and conditions related
                 to banner advertisements provided pursuant to Promotion (3),
                 the Linked Site Terms (as defined below), all revenue sharing
                 and reporting obligations and all terms and conditions
                 contained in Exhibit C related thereto, which terms and
                 conditions shall survive the termination of this Agreement
                 until all Additional Advertisements are delivered unless such
                 provisions survive thereafter pursuant to other provisions of
                 this Agreement.), AOL's standard advertising and commerce
                 policies, and AOL's standard insertion order for advertisements
                 on the AOL Network, including all terms contained and
                 incorporated therein. Additional Advertisements shall not
                 promote, link or point to any entity reasonably construed to be
                 in competition with AOL or promote, link or point to any entity
                 or area in violation of AOL's exclusivity and other
                 preferential commitments.

          6.7.2  Keyword(TM) Search Terms.  In the event AOL terminates this
                 Agreement pursuant to this Section 6.7, for a period beginning
                 on the Termination Date and extending through June 30, 2001,
                 AOL shall provide to ICP the Keyword Search(TM) Terms "Athlete
                 Direct" and "AD" which shall link to
                 http://www.athletedirect.com. and "Pro Sports Xchange" and
                 "College Sports Xchange" which shall link to
                 http://www.psx.com,subject to all terms and conditions of this
                 Agreement related to (i) Keyword(TM) Search Terms
                 (collectively, "Keyword Terms"), and (ii) Linked ICP
                 Interactive Sites, including without limitation, the Operating
                 Standards, restrictions on Linked ICP Interactive Site
                 Advertisements and merchandising, and Content on Linked ICP
                 Interactive Sites (collectively "Linked Site Terms"). ICP shall
                 fully perform all of its obligations under the Keyword Terms
                 and the Linked Site Terms, including without limitation, all
                 revenue sharing and reporting obligations and all terms and
                 conditions contained in Exhibit C related thereto, and all such
                 terms and conditions shall survive the termination of this
                 Agreement until June 30, 2001 unless such provisions survive
                 thereafter pursuant to other provisions of this Agreement. ICP
                 shall have the option, exercisable upon ten (10) days written
                 notice thereof to AOL, to decline the provision of the
                 Keyword(TM) Search Terms to be provided pursuant to this
                 Section 6.7.2, in which case this Section 6.7.2 shall not
                 continue to apply.

CONFIDENTIAL                           14
<PAGE>

7.   TERMS AND CONDITIONS.  The legal terms and conditions set forth on Exhibit
     C attached hereto are hereby made a part of this Agreement.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the Effective Date.

AMERICA ONLINE, INC.                    E-SPORT, INC.


By: /s/ Lynne Crawford                  By: /s/ Ross Schafelberger
   --------------------------------        --------------------------------

Print Name:  Lynne Crawford             Print Name:  Ross Schafelberger
           ------------------------                ------------------------

Title:  VP/CFO,                         Title:  COO
        AOL Interactive Services              -----------------------------
      -----------------------------

Date:                                   Date:  2/18/99
     ------------------------------          ------------------------------

                                        Tax ID/EIN#:  05-4673805
                                                    -----------------------


PRO SPORTS XCHANGE, INC.                ATHLETE DIRECT, INC.

By:   /s/ Ross Schafelberger            By:   /s/ Ross Schafelberger
   --------------------------------        --------------------------------

Print Name:  Ross Schafelberger         Print Name:  Ross Schafelberger
           ------------------------                ------------------------

Title:  VP, Secretary                   Title:  President
      -----------------------------           -----------------------------

Date:  2/18/99                          Date:  2/18/99
     ------------------------------          ------------------------------

CONFIDENTIAL                           15
<PAGE>

                                   EXHIBIT A
                                   ---------


A.1 --  Description of the Online Area/Licensed Content.   ICP shall provide the
following to AOL:

        A.1.1  Online Area.  AOL shall provide ICP with editorial guidelines
("Guidelines") for the Online Area within seventy-five (75) days after the
Effective Date.  A sample of such Guidelines is attached to the Agreement as
Exhibit F.  For a period of thirty (30) days after the date AOL provides the
Guidelines to ICP, AOL will discuss in good faith any modifications to such
Guidelines proposed by ICP.  In providing the Online Area and the Licensed
Content, ICP shall comply with the Guidelines, as may be modified by AOL after
discussions with ICP.  The Online Area shall consist of the following online
areas on the AOL Service:

               A.1.1.1  Team Online Area. ICP shall program and produce the only
                        AOL-branded team online area on the AOL Service ("Team
                        Online Area") where AOL Members can access information
                        relating to all professional and collegiate sports teams
                        ("collectively, "Teams" and singularly "Team") on a
                        team-by-team basis in each of the following sports
                        categories (collectively, "Sports Categories" and
                        singularly "Sports Category"): [*]. The Team Online
                        Area shall consist of the following:

                        (A)  Team Pages. ICP shall program and produce the AOL
                             pages and screens consistent with the following
                             general descriptions ("Team Pages"): (i) an [*],
                             (ii) [*] and, Category and, at AOL's election and
                             subject to AOL's agreement to promote any such
                             pages and screens, [*] and (iii), [*]. The Team
                             Pages shall (a) contain the links specified in
                             Exhibit A.1.1.3 and feature regularly updated
                             "teaser" Content from the Team Deeper Content and
                             the Feeds (as defined below). The Team Pages shall
                             be in Rainman format on the AOL Service unless
                             otherwise mutually agreed upon by the Parties.

                        (B)  Team Deeper Content.  The Team Deeper Content shall
                             generally consist of the following Content on the
                             AOL Service: (a) the complete Feeds related to each
                             Sports Category and each Team, (b) other AOL-
                             approved Team Content, (c) other AOL-approved
                             dynamic Content such as weekly chats, updated
                             player information and multimedia elements, and (d)
                             additional Team features. The Team Deeper Content
                             shall be in Rainman format unless otherwise
                             mutually agreed upon by the Parties. The Parties
                             acknowledge that, subject to the terms of this
                             Agreement, including without limitation, Sections
                             1.3.1 and 2 of this Agreement, ICP intends to
                             advertise, offer, sell or license Products through
                             the Team Deeper Content.

CONFIDENTIAL                           16


[*] Portions have been omitted pursuant to a confidential treatment request.
<PAGE>

                        (C)  Updates.  Unless otherwise requested by AOL, ICP
                             shall update the Team Pages to keep them dynamic
                             and robust as set forth on the schedule set forth
                             in Exhibit K.

               A.1.1.2  Stars Online Area.  ICP shall program and produce the
                        stars online area ("Stars Online Area"). The Stars
                        Online Area shall be designed as [*] interactive
                        and online home for mutually and reasonably agreed-upon
                        nationally recognized major professional athletes
                        ("Athletes") in the following Sports Categories: [*]
                        and other mutually agreed upon Sports Categories. The
                        Stars Online Area shall consist of the following:

                        (A)  Star Pages.  ICP shall program and produce for AOL
                             the following pages and screens on the AOL Service
                             consistent with the following general descriptions
                             ("Stars Pages"): [*]. The Stars Pages shall contain
                             the links specified in Exhibit A.1.1.3 and shall
                             feature regularly updated "teaser" Content from
                             Deeper Stars Content and the Feeds. The Star Pages
                             shall be in Rainman format unless otherwise
                             mutually agreed upon by the Parties.

                        (B)  Deeper Stars Content.  The Deeper Stars Content
                             shall generally consist of (a) individual athlete
                             online areas ("Athlete Online Areas") produced and
                             maintained by ICP, (b) other ICP star Content and
                             additional star features, and (c) other dynamic
                             Content such as weekly chats, updated player
                             information and multimedia elements. The Deeper
                             Stars Content shall be in Rainman format on the AOL
                             Service or, subject to all provisions of this
                             Agreement, in HTML format on a Linked ICP
                             Interactive Site, as elected by ICP after
                             consultation with AOL.

                        (C)  Athlete Online Areas.  ICP shall provide at least
                             at least [*] Athlete Online Areas upon the
                             Effective Date, [*] Athlete Online Areas within the
                             first six (6) months of the Term, [*] Athlete
                             Online Areas within the first year of the Term, [*]
                             Athlete Online Areas within the first eighteen (18)
                             months of the Term and [*] Athlete Online Areas
                             within the first two (2) years of the Term.
                             Beginning on the Effective Date, at least [*] of
                             the Athlete Online Areas shall be for Star Athletes
                             (as defined in Exhibit B) [*] Sports Categories,
                             for a total of [*] Star Athletes. The Athlete
                             Online Areas shall be in Rainman format on the AOL
                             Service or, subject to all provisions of this
                             Agreement, in HTML format on a Linked ICP
                             Interactive Site, as elected by ICP after
                             consultation with AOL. ICP shall provide to AOL a
                             list of all Athletes to be included in the Stars
                             Online Area, which list shall be subject to AOL's
                             approval pursuant to the terms set forth herein and
                             in Exhibit G. ICP recognizes and acknowledges the
                             importance to AOL of certainty and consistency with
                             respect to the Athlete Online Areas, and AOL
                             recognizes and acknowledges that ICP may need to
                             modify the list from time to time. As such, ICP
                             shall have the right to modify the list from time
                             to time to delete injured athletes or athletes no
                             longer under contract with ICP, or to add new
                             athletes under contract with ICP, or to address
                             other ICP business requirements; provided that, (a)
                             ICP shall replace Athletes deleted from

CONFIDENTIAL                           17

[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

                             the list with Athletes of equal prominence, and (b)
                             ICP shall provide AOL seventy-five (75) days prior
                             written notice of such modifications.

                        (D)  Programming.  In addition to the above, the
                             programming of the Star Online Area, including
                             without limitation, the Athlete Online Areas, shall
                             include, at a minimum, those features and areas set
                             forth in Exhibit G hereto.

                        (E)  Stars Web Area.  To the extent the Deeper Stars
                             Content and/or the Athlete Online Areas are located
                             on a Linked ICP Interactive Site pursuant to
                             A.1.1.2 (B) and (C) in accordance with the terms
                             and conditions of this Agreement (the "Stars Web
                             Area"), ICP's obligations with respect to the Stars
                             Web Area viewed by AOL Members shall include all of
                             ICP's obligations with respect to the Online Area
                             and the Stars Online Area. The definition of the
                             "Stars Web Area" shall not include any Content on a
                             Linked ICP Interactive Site, including athlete
                             online areas, which are not provided by ICP to AOL
                             under this Agreement.

               A.1.1.3  Look and Feel/Links. The look and feel of the Team Pages
                        and Stars Pages (collectively, the "AOL Pages" and
                        singularly, the "AOL Page") and the Team Deeper Content
                        shall be as determined by AOL after consultation with
                        ICP. AOL will determine, at its sole discretion, and ICP
                        will implement (a) the design and navigation of each AOL
                        Page; (b) the links from each AOL Page to news
                        schedules, scores and statistics packages provided by
                        AOL's other partners, and (c) any other links from an
                        AOL Page. Each AOL Page shall (i) contain at least [*]
                        AOL-approved ICP-designated links to the relevant Deeper
                        Content (i.e., Team Pages to Team Deeper Content and
                        Star Pages to Star Deeper Content) or commerce in
                        accordance with the provisions of this Agreement,
                        including without limitation, Sections 1.3.1, 2.2.2 and
                        2.5, and (ii) feature at least [*] links to AOL-
                        designated Content or commerce (including, without
                        limitation, other AOL content and/or commerce partners
                        and ICP Content and/or commerce at AOL's sole
                        discretion). AOL's approval for the ICP-designated links
                        to Team or Star Deeper Content or commerce (other than
                        the links which are approved pursuant to Section 1.3.1
                        of this Agreement) shall not be unreasonably withheld;
                        provided that, (i) such links are to [*] and such linked
                        Content is editorially relevant to and enhances the
                        Content contained in the Online Area from which it is
                        linked, and (ii) [*]. To the extent ICP is permitted to
                        sell Products through the Online Area in conformance
                        with Section 2.5 of this Agreement, [*].

               A.1.1.4  Fantasy Content. At ICP's expense, including the expense
                        associated with integrating the following Content into
                        the AOL Service Sports Channel fantasy area ("Fantasy
                        Center"), ICP shall provide to AOL, in Rainman format,
                        the following Content:

                        (A)  Headline Notes.  ICP shall provide to AOL Headline
                             Notes for inclusion in the Fantasy Center news area
                             as follows : (a) for baseball and football as of
                             the Effective Date, and (b) for hockey and
                             basketball as of the next hockey and basketball
                             season (including, without limitation, the
                             shortened 1999 NBA basketball season),
                             respectively, after the Effective Date. During the
                             baseball and football Seasons, ICP shall provide at

CONFIDENTIAL                           18


[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

                             least five daily Headline Notes for each of these
                             sports. During the hockey and basketball Seasons
                             and the football and baseball Off-Seasons, ICP
                             shall provide Headline Notes for each of these
                             sports on an as-needed basis, but no less often
                             than once per week or as mutually agreed upon by
                             the Parties.

                        (B)  Fantasy Articles.  Fantasy articles ("Fantasy
                             Articles") written by Bob Nightengale or Tracy
                             Ringolsby or by a writer of similar caliber
                             approved by AOL for baseball, football, hockey and
                             basketball for inclusion in the Fantasy Center
                             analysis area as follows: (a) during the baseball
                             and football Seasons, ICP shall provide at least
                             one (1) Fantasy Article for each of these sports
                             per day, (b) during the hockey and basketball
                             Seasons and the football and baseball Off-Seasons,
                             ICP shall provide Fantasy Articles for each of
                             these sports on an as-needed basis, but no less
                             often than once per week or as mutually agreed upon
                             by the Parties.

               A.1.1.5  Kids Programming and Content.  ICP shall program an area
                        on the AOL Service Kids Only Channel ("ICP Kids Area")
                        consisting of the Content set forth in Exhibit G,
                        Paragraph (b) "Kids Channel." The ICP Kids Area shall be
                        a part of the Online Area. ICP shall comply with AOL's
                        policies regarding Content targeted to children under
                        twelve years of age ("AOL Kids Policies").

        A.1.2  Talent and Athletes.  ICP shall provide at least twenty-five (25)
               athletes, including without limitation ten (10) Star Athletes per
               year, and other talent for regular chats and live events in the
               AOL Sports Live Online Area, based upon a mutually agreed upon
               schedule. ICP agrees to work with AOL to create appropriate
               promotional plans with respect to such chat and live events. ICP
               agrees to use best efforts to give AOL at least twenty-four (24)
               hours notice to cancel any scheduled athlete appearance on the
               AOL Service.

        A.1.3. Feeds.  ICP shall provide to AOL the following data feeds as
               defined herein (collectively, the "Feeds") via FTP, email or
               other AOL-designated method: (i) Pro Sports Xchange Feed ("PSX
               Feed"), and (ii) College Sports Xchange Feed ("CSX Feed").
               Subject to all terms of this Agreement, including without
               limitation Sections 1.3.1 and 2, ICP shall be entitled to promote
               and market Premium Information Products through the inclusion of
               a promotional link to http://www.psx.com at the end of each story
               as mutually agreed upon by the Parties. Other than such
               promotion, the Feeds shall contain no advertising, promotion or
               merchandising. The Feeds shall consist of in-depth, team-by-team
               information in a quality and delivered on a schedule similar to
               the Feeds currently being delivered and displayed on the AOL
               Service. The Feeds shall comply with the Operating Standards set
               forth in Exhibit E-1 to the extent that the Feeds are delivered
               via FTP. The Content of the Feeds shall be as currently being
               provided as generally set forth in Exhibit H hereto. The Feeds as
               described in Exhibit H shall be the best quality feeds for that
               specific Content that ICP offers or provides to any third party
               (e.g., the PSX NFL Football Team Reports shall be the best such
               Content offered or provided by ICP to any third party). The Feeds
               shall be one of the top two (2) sports feeds in terms of quality,
               breadth and depth. If such Feeds are not one of the top two (2)
               sports feeds in terms of quality, breadth and based upon a cross-
               section of mutually agreed upon independent third-party reviewers
               who are recognized authorities in such industry, without limiting
               any right or remedy AOL may have pursuant to this Agreement, AOL
               shall have the right to terminate this Agreement upon written
               notice thereof to ICP; provided that, ICP shall have sixty (60)
               days in which to cure by improving the Feeds so that they are one
               of the top two (2) sports feeds as described above.

        A.1.4  Supplemental Reports.  ICP shall use commercially reasonable
               efforts to make the PSX writer network available to AOL for
               additional columns and features on a per-assignment basis (the

CONFIDENTIAL                           19
<PAGE>

               "Supplemental Reports"), the content and nature of which would be
               determined at AOL's sole discretion. The cost of the Supplemental
               Reports shall be no higher than the lowest commercially
               reasonable cost offered to any other third party for
               substantially similar columns and features.

A.2 --  Exclusivity Restrictions

The AOL Pages shall be owned by AOL and 100% exclusive to AOL in all media in
perpetuity.

A.3 --  Rights and Licenses in and related to Athlete Online Areas and Columns.
ICP represents and warrants that it shall have all necessary licenses to
distribute each individual Athlete Online Area and the Columns (as defined in
Exhibit H) and to grant AOL and AOL's successors, Affiliates, licensees, and
assigns the licenses set forth in Section 1.2 of the Agreement with respect to
each Athlete Online Area and the Columns.

In addition to, and without limiting the other rights in this Agreement, ICP
represents and warrants that it shall have all necessary licenses to grant to
AOL and AOL's successors, Affiliates, licensees, and assigns, for the Term, the
right to use the name, likeness, image, biography, and voice of the Athletes
through the AOL Network in and in connection with the Online Area and in
advertising and promotion of one or more Athlete Online Areas in any and all
forms of media now known or hereafter devised, including but not limited to the
Internet, broadcast, non-broadcast, pay, cable and network television, satellite
and closed circuit transmission, in-flight video, home entertainment (including
home video, CD-ROM in current and future formats, and online services, both
commercial and non-commercial) linear, digital and interactive formats and
printed transcripts as AOL deems appropriate in its sole discretion.  Such
rights shall include [*].

A.4. -- Placements.  AOL shall provide to ICP the following Placements subject
to ICP's payment obligations as set forth in Section 1.4 of the
Agreement:

CONFIDENTIAL                           20



[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
    Promotion                 Screens on the AOL                           Placements*                          Annual impressions
                                   Service                                                                         Commitment**
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                          <C>                                    <C>
                            AOL Sports Category Screens: AOL             [*] to the applicable Teams
                            Sports Pro Football, AOL Sports              Aggregate Screen (e.g., AOL Sports
(1)  Team Online Area       College Football, AOL Sports Pro             Pro Football Screen will link to       [*]
                            Basketball, AOL Sports College               the NFL Teams Aggregate Screen)
                            Basketball, AOL Sports Hockey, AOL
                            Sports Baseball, AOL Sports Soccer
-----------------------------------------------------------------------------------------------------------------------------------
                             AOL Sports Category Screens: AOL            [*] to the applicable Stars
                             Sports Pro Football, AOL Sports             Aggregate Screen (e.g., AOL
(2)  Stars Online Area       College Football, AOL Sports Pro            Sports Pro Football screen will        [*]
                             Basketball, AOL Sports College              link to the NFL Stars Aggregate
                             Basketball, AOL Sports Hockey, AOL          Screen)
                             Sports Soccer, AOL Sports Auto
                             Racing, AOL Sports Golf
-----------------------------------------------------------------------------------------------------------------------------------
(3)  ICP Memorabilia         Run of AOL Service Sports Channel           Banner Advertisements linking to       [*]
     Products*****           (i.e., series of daily servings on          an ICP commerce area for ICP
                             the AOL Service Sports Channel)             Memorabilia Products in an
                                                                         AOL-approved  Linked ICP
                                                                         Interactive Site subject to the
                                                                         terms of this Agreement, including
                                                                         without limitation, Sections 1.3.1
                                                                         and 2
-----------------------------------------------------------------------------------------------------------------------------------
(4)  ICP Memorabilia          Any screen in AOL Sports Channel           [*] to an ICP commerce area for        [*]
     Products                 chosen by AOL in AOL's sole                ICP Memorabilia Products in an
                              discretion                                 AOL-approved Linked ICP
                                                                         Interactive Site subject to the
                                                                         terms of this Agreement, including
                                                                         without limitation, Sections 1.3.1
                                                                         and 2
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

CONFIDENTIAL                           21

[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

<TABLE>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                          <C>                                    <C>
(5)  ICP Kids Area          AOL Kids Only Channel "News and                                                     [*]
                            Sports" Screen
-----------------------------------------------------------------------------------------------------------------------------------
(6)  Online Area            AOL Sports Fan Central (or any               [*] to an AOL-selected page of         [*]
                            successor thereto)                           the Online Area
-----------------------------------------------------------------------------------------------------------------------------------
(7) Premium Information    AOL Sports Center Fantasy screen              [*] to an ICP  commerce area for       [*]
    Products****           containing Headline Notes                     ICP Premium Information Products
                                                                         in an AOL-approved Linked ICP
                                                                         Interactive Site subject to the
                                                                         terms of this Agreement, including
                                                                         without limitation Sections 1.3.1
                                                                         and 2.
-----------------------------------------------------------------------------------------------------------------------------------
(8) Premium Information    Fantasy Articles (not screens)                [*] at bottom of Fantasy Articles      [*]
    Products ****                                                        to an ICP commerce area for ICP
                                                                         Premium Information Products in
                                                                         an AOL-approved Linked ICP
                                                                         Interactive Site subject to the
                                                                         terms of this Agreement, including
                                                                         without limitation Sections 1.3.1
                                                                         and 2 sold
-----------------------------------------------------------------------------------------------------------------------------------
(9) Teams Online Area      Main Screen of AOL Sports                     [*]                                    [*]

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*  the exact form, placement, size and nature of all placements, including [*],
banner advertisements and [*] (as defined below), shall be determined by AOL in
its reasonable editorial discretion.

CONFIDENTIAL                           22

[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

**  Both parties understand that, there is [*] above. AOL shall deliver
the Annual Impressions Commitment for Promotions (3) and (4) on the AOL Service
Sports Channel and for Promotion (5) from anywhere on the AOL Network as
provided below; provided that, in the last six months of the Initial Term, AOL
shall deliver half of each Annual Impressions Commitment. In the event that the
sum of all Annual Impressions Commitments ("Total Impressions Commitment") is
not met (or will not, in AOL's reasonable judgment, be met) during the Term, at
AOL's option either (a) AOL may provide the remaining Impressions to ICP for up
to six (6) months without additional carriage fees payable by ICP until the
Total Impressions Commitment is met, (b) AOL may, from time to time, provide ICP
with the remaining Impressions in the form of advertising space within the AOL
Network of comparable value to the undelivered Impressions (as reasonably
determined by AOL), or (c) some combination thereof. If ICP does not meet the
Guidelines, including without limitation, providing daily dynamic updates as set
forth in Exhibit K within the first year of the Term, then in addition to any
other rights or remedies AOL may have under this Agreement, AOL shall not be
obligated to provide the Annual Impressions Commitments or the Placements
related to Promotions [*], ICP shall not be entitled to a refund or reduction of
any of the amounts set forth in Section 1.5 of this Agreement, and AOL shall
have the right to engage a third party to provide such daily dynamic updates. In
the event AOL notifies ICP in writing that ICP has failed to follow the
Editorial Guidelines, the Operating Standards or the requirements of any other
Exhibit to this Agreement, including without limitation, providing the Content
specified therein, [*].

***  Provided ICP is in full compliance with the terms of this Agreement,
beginning on the launch date of the [*], AOL shall (a) [*] on the AOL Service
Kids Only Channel "News and Sports" Screen (or any specific successor thereof)
which [*] shall link to the ICP Kids Area. AOL shall provide ICP with the Annual
Impressions Commitment for Promotion (5) as provided above from ICP's Presence
on the AOL Network. For the purposes of this Agreement, an "ICP's Presence" on
an AOL screen shall mean a presence comprised of the following (other than from
Promotions (1), (2), (3) (4) (6) (7) (8) and (9)): (i) any ICP trademark or
logo, (ii) any headline or picture from ICP content, (iii) any teaser, icon,
link to the ICP Kids Area, and (iv) any other Content which originates from,
describes or promotes ICP or ICP's Content; provided that, only screens that
contain a link to the ICP Kids Area will count against the Annual Impressions
Commitment for Promotion (5). AOL shall have no obligation to provide Promotion
(5) if ICP does not perform its obligations pursuant to Exhibit.A.1.1.5. If AOL
does not provide Promotion (5), there shall be no refund or reduction of the
payments due to AOL pursuant to Section 1.5 of this Agreement.

****  AOL shall have no obligation to provide Promotion (7) if ICP does not
perform its obligations pursuant to Exhibit A.1.1.4.  AOL shall  have no
obligation to provide Promotion (8) if ICP does not perform its obligations
pursuant to Exhibit A.1.1.4.  If AOL does not provide  Promotions (7) and/or
(8), there shall be no refund or reduction of the payments due to AOL pursuant
to Section 1.5 this Agreement.

*****  All banner advertisements shall be for purposes of promoting ICP's
Memorabilia Products, subject to the terms of this Agreement, AOL's standard
advertising and commerce policies, and AOL's standard insertion order for
advertisements on the AOL Network, including all terms contained and
incorporated therein.

A.5. -- Keywords.  Subject to the terms of this Agreement, AOL shall provide to
ICP the following Keyword Search Term : "Athlete Direct".  AOL shall also
initially provide ICP with the Keyword Search Term "AD" subject to AOL's right
to revoke such Keyword Search Term at any time.  In addition, subject to the
terms of this

CONFIDENTIAL                           23


[*] Portions have been omitted pursuant to a confidential treatment request.
<PAGE>

Agreement, AOL shall provide AOL Keyword Search Terms for all professional teams
and AOL-approved athletes covered in the Online Area so long as ICP promotes
such Keyword Search Terms and the relevant Online Area (i.e., the Teams Online
Area for Team Keyword Search Terms and the Stars Online Area for Athlete Keyword
Search Terms) as set forth in Section 4. All Athlete Keyword Search Terms shall
link to the main Rainman page of the Athlete Online Area on the AOL Service.

A.6 -- Local and International Team and Star Content [*]. Prior to entering into
any arrangement with any [*].

CONFIDENTIAL                           24

[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

                                   EXHIBIT B
                                   ---------

DEFINITIONS.  The following definitions shall apply to this Agreement:

Advertisement.  Any button, banner, promotion, advertisement, link, pointer,
sponsorships or similar service or right.

Advertising Revenues.  Aggregate amounts collected by ICP, AOL or either Party's
agents, as the case may be, arising from the license or sale of AOL
Advertisements.

Affiliate.  Any agent, distributor or franchisee of AOL, or an entity in which
AOL holds at least a nineteen percent (19%) equity interest.

AOL Advertisements.  Any promotion, advertisement, link, pointer, sponsorships
or similar service or right on or through the Online Area and the Stars Web
Area.

AOL Look and Feel.  The distinctive and particular elements of graphics, design,
organization, presentation, layout, user interface, navigation, trade dress and
stylistic convention (including the digital implementations thereof) which are
associated with online areas within the AOL Network and the total appearance and
impression substantially formed by the combination, coordination and interaction
of these elements.

AOL Member(s).  Authorized users of the AOL Network, including any sub-accounts
using the AOL Network under an authorized master account.

AOL Purchaser.  (i) AOL Members generating Transaction Revenues in the Online
Area, (ii)  any person or entity who enters the Linked ICP Interactive Site
(including without limitation the Stars Web Area) from the AOL Network
including, without limitation, from any third party area therein (to the extent
entry from such third party area is traceable through both Parties' commercially
reasonable efforts), and generates Transaction Revenues (regardless of whether
such person or entity provides an e-mail address during registration or entrance
to the Linked ICP Interactive Site which includes a domain other than an
"AOL.com" domain); and (iii) any other person or entity who, when purchasing a
product, good or service through a Linked ICP Interactive Site (including
without limitation, the Stars Web Area), provides an AOL.com domain name as part
of such person or entity's e-mail address and provided that any person or entity
who has previously satisfied the definition of AOL Purchaser will remain an AOL
Purchaser, and any subsequent purchases by such person or entity (e.g., as a
result of e-mail solicitations or any off-line means for receiving orders
requiring purchasers to reference a specific promotional identifier or tracking
code) will also give rise to Transaction Revenues hereunder (and will not be
conditioned on the person or entity's satisfaction of clauses (i) or (ii)
above).

AOL Service.  The narrow-band U.S. version of the America Online brand service,
specifically excluding (a) AOL.com or any other AOL Interactive Site, (b) the
international versions of an America Online service (e.g., AOL Japan), (c) the
CompuServe(R) brand service and any other CompuServe products or services, (d)
"ICQ," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "Digital City(TM)",
"NetMail" , "Real Fans", Love@AOL, "Entertainment Asylum," "Hometown AOL" or any
similar independent product or service which may be offered by, through or with
the U.S. version of the America Online brand service, (e) any programming or
content area offered by or through the U.S. version of the America Online brand
service over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by other parties and
member-created Content areas), (f) any yellow pages, white pages, classifieds or
other search, directory or review services or Content offered by or through the
U.S. version of the America Online brand service, (g) any property, feature,
product or service which AOL or its Affiliates may acquire subsequent to the
Effective Date and (h) any other version of an America Online service which is
materially different from the narrow-band U.S. version of the America Online
brand service, by virtue of its branding, distribution, functionality, Content
and services, including, without limitation, any co-branded version of the
service and any version distributed through any broadband distribution platform
or through any platform or device other than a desktop personal computer.

AOL Network.  (i) The AOL Service and (ii) any other product or service owned,
operated, distributed or authorized to be distributed by or through AOL or its
Affiliates worldwide through which such party elects to offer the Licensed
Content (which may include, without limitation, AOL-related Internet sites,
"offline" information browsing products, international versions of the AOL brand
service, and CompuServe).

Athlete Online Area.  The area within the Stars Online Area which is designated
as pertaining to an individual Athlete as determined and programmed by ICP.

Change of Control.  (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
ICP; or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1933,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of ICP; or (ii) the combined voting power of the then
outstanding voting securities of ICP entitled to vote generally in the election
of directors.

Confidential Information.  Any information relating to or disclosed in the
course of negotiating and implementing the Agreement, which is, or should be
reasonably understood to be, confidential or proprietary to the disclosing
Party, including, but not limited to, the content of negotiations between the
Parties, the material terms of this Agreement, information about AOL Members,
technical processes and formulas, source codes, product designs, sales, cost and
other unpublished financial information, product and business plans, projections
and marketing data.  "Confidential Information" shall not include information
(a) already lawfully known to or independently developed by the receiving Party,
(b) disclosed in published materials, (c) generally known to the public, (d)
lawfully obtained from any third party or (e) required or reasonably advised to
be disclosed by law.

Content.  Text, images, video, audio (including, without limitation, music used
in time relation with text, images, or video), and other data, products,
services, advertisements, promotions, links, pointers, technology and software.

Deeper Content.  Collectively, Team Deeper Content and Deeper Stars Content.

CONFIDENTIAL                           25
<PAGE>

Headline Notes.  Player-specific editorial notes, approximately 25-50 words in
length, which cover the latest news most important to fantasy players, in ICP's
reasonable judgment, on a given day.

ICP Interactive Site.  Any interactive site or area (other than the Online Area)
which is managed, maintained or owned by ICP or its agents or to which ICP
provides and/or licenses Content , including, by way of example and without
limitation, (i) an ICP site on the World Wide Web portion of the Internet or
(ii) a channel or area delivered through a "push" product such as the Pointcast
Network or interactive environment such as Microsoft's proposed "Active
Desktop."

Impression.  User exposure to (i) a page containing a Placement and, in the case
of the Anchor Tenant Button, an ICP Presence or the Anchor Tenant Button, or
(ii) a page of the ICP Kids Area or an ICP Interactive Site, as the context may
require, as such exposure may be reasonably determined and measured by the
reporting Party in accordance with its standard methodologies and protocols

Interactive Service.  An entity offering one or more of the following: (i)
online or Internet connectivity services (e.g., an Internet service provider);
(ii) an interactive site or service featuring a broad selection of aggregated
third party interactive content or navigation thereto (e.g., an online service
or search and directory service) and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); and (iii) communications software
capable of serving as the principal means through which a user creates, sends
and receives electronic mail or real time online messages.

Keyword Search Terms.  The Keyword online search terms made available on the AOL
Service for use by AOL Members, combining AOL's Keyword online search modifier
with a term or phrase specifically related to ICP (and determined in accordance
with the terms of this Agreement).

Launch Date.  The earliest date upon which the Online Area is made available
through the AOL Network.

Licensed Content.  All Content provided by ICP or its agents to AOL or its
Affiliates for distribution through the AOL Network in connection with the
subject matter of this Agreement, including without limitation, the Teams
Content, the Stars Content, and the Feeds.

Linked Interactive Site.  Any site or area outside of the AOL Service which is
linked to the Online Area (through a "pointer" or similar link) in accordance
with the terms and conditions of this Agreement.

Linked ICP Interactive Site.  Any ICP Interactive Site which is also a Linked
Interactive Site.

Memorabilia Products.  Products consisting of (i) Authentically autographed
(e.g., autograph not provided by machine or facsimile) sports products deriving
a portion of their value from the autograph, and (ii) commemorative, unique or
limited sports products related to a sport, sporting event, league, team,
players association or athlete.

New Member.  Any person or entity (a) who registers for the AOL Network using
ICP's special promotion identifier and (b) who remains an AOL Member for two
paid billing cycles.

Notebook.  An ICP standard product called the "Notebook."

Off Season.  The period of the year which does not comprise the Season.

Online Area.  The specific area within the AOL Network, as described in Exhibit
A, which shall be developed, managed or marketed by ICP pursuant to this
Agreement, including but not limited to the Licensed Content, message boards,
chat and other AOL Member-supplied content areas contained therein (but
excluding any Linked Interactive Sites other than sites which are exclusively
available to AOL Members).

Other Screens.  All pages of the Online Area directly linked to from a Top Level
Screen.

Post-Season.  Period of the Season which is comprised of playoff games after the
regular season.

Premium Information Products.  Specialized electronic sports information
Products offered, licensed or sold for an amount charged by ICP to AOL
Purchasers in addition to the base membership fee charged by AOL to AOL Members.
Premium Information Products may include, but shall not be limited to,
electronically distributed informational items such as special event products
(e.g., special Super Bowl reports), special fantasy reports, team fan clubs,
seasonal specials, which Products shall be created and marketed to specialized
audiences subject to the restrictions, terms and conditions contained in this
Agreement. ICP shall be solely responsible for the Content of the Premium
Information Products. ICP hereby acknowledges that the Feeds, or any information
contained therein, shall not be considered a Premium Product.

Products.  Any product, good or service which ICP offers, sells or licenses to
AOL Members and/or AOL Purchasers through (i) the Online Area, (ii) any Linked
ICP Interactive Site or (iii) an "offline" means (e.g., toll-free number) for
receiving orders related to specific offers within the Online Area requiring
purchasers to reference a specific promotional identifier or tracking code,
including, without limitation, products sold through surcharged downloads (to
the extent permitted hereunder).

Prohibited Party.  (i) Any online service (e.g. Microsoft Network, AT&T WorldNet
and Prodigy Services Company), (ii) any Internet service provider,  (iii) any
portal accessed by more than 1,000,000 Collective Users per month (e.g. Yahoo!
Inc., Infoseek, SNAP, Lycos and Excite), (iv) any party or entity who owns,
operates, manages or offers a commerce area marketing a broad selection of
products and/or services across numerous interactive commerce categories and
accessed by more than 1,000,000 Collective Users per month (e.g., online malls,
Amazon.com), or (v) any party offering, or having the technology to offer, cable
internet access services (e.g. @Home), email or instant messaging.  As used
herein, "Collective Users" shall mean the aggregate number of users on all of a
party's web-based properties and interactive sites.

Season or In-Season.  The regular season and the post-season playoffs in any
given Sports Category.

CONFIDENTIAL                           26
<PAGE>

Sports Entertainment Products.  Audio-based and or video-based sports-related
content offerings, (i.e., chats, broadcasts, interviews or shows) which feature
athletes, sports writers or other sports personalities.

Star Athlete.  An Athlete who has been (a) selected as an All-Star/All-Pro or
similar recognition, (b) ranked as one of the top fifty Q-rated athletes, or (c)
paid among the top fifty athletes in endorsement income or salary, in each case
as it relates to his or her respective league or sport in the previous three-
year period, or an Athlete who was drafted in the first round of his or her
respective professional league, or any other Athlete mutually agreed upon by the
Parties.

Stars Content.  Content provided by ICP at the Stars Online Area.

Teams Content.  Content provided by ICP at the Teams Online Area.

Term.  The period beginning on the Effective Date and ending upon the expiration
or earlier termination of the Agreement.

Top Level Screens.  The AOL Pages and any other page of the Online Area linked
to directly from an AOL-based permanent promotion and/or used as a navigational
page.

Transaction Revenues.  For Premium Information Products and Sports Entertainment
Products, aggregate amounts paid by AOL Purchasers in connection with the sale,
licensing, distribution or provision of  Products, including, in each case,
handling, shipping, service charges, and excluding, in each case, (a) amounts
collected for sales or use taxes or duties and (b) credits and chargebacks for
returned or canceled goods or services, but not excluding cost of goods sold or
any similar cost.  For all other Products, including without limitation,
Memorabilia Products, aggregate amounts received by ICP from the sale,
licensing, distribution or provision of any Products  less amounts paid to third
parties for the development, manufacture (or the cost of goods sold when ICP
manufactures the Products), distribution and sale of Products, selling expenses,
order processing expenses, returns, taxes and other fees incurred in connection
with the sale, licensing, distribution or provision of the Products. In either
case, Transaction Revenues shall not  include amounts received by ICP from the
sale, licensing, distribution or provision of any Products on a Linked ICP
Interactive Site to certain AOL Purchasers ("Excluded AOL Purchasers") if, and
only if (a) such AOL Purchaser did not access such Linked ICP Interactive Site
through the AOL Network but through a link from a third party site not on the
AOL Network, and (b) ICP has a Commercial Relationship with such third party
("ICP Marketing Partner").  As used herein, "Commercial Relationship" shall mean
a written agreement establishing a paid or significant barter marketing
relationship between ICP and the ICP Marketing Partner pursuant to which ICP
must pay or provide significant barter consideration (i.e., of a fair market
value at least equal to five percent (5%) of Transaction Revenues generated by
Excluded AOL Purchasers) to the ICP Marketing Partner.

Two Clicks.  Two clicks from a given page shall mean (i) any page directly
linked to such page ("Directly Linked Page"), including without limitation, any
pop-ups or other Content viewed from a Directly Linked Page, and (ii) any page
directly linked to a Directly Linked Page ("Indirectly Linked Page") and any
pop-ups or other Content viewed from an Indirectly Linked Page.

CONFIDENTIAL                           27
<PAGE>

                                   EXHIBIT C
                                   ---------

I.  ONLINE AREA

AOL Terms of Service; Unspecified Content.  AOL shall have the right to remove,
or direct ICP to remove any Content from the Online Area which, as reasonably
determined by AOL: (i) violates AOL's then-standard Terms of Service (as set
forth on the America Online brand service), the terms of this Agreement or any
other standard, written AOL policy; or (ii) is not specifically described on
Exhibit A.  To the extent ICP wishes to implement any rules of conduct or terms
of service related to the Online Area which are separate from or supplementary
to AOL's Terms of Service, ICP must obtain the prior written approval of the AOL
Legal Department.

Changes to AOL Service.  AOL reserves the right to redesign or modify the
organization, structure, "look and feel," navigation and other elements of the
AOL Service.  If AOL eliminates or modifies the screen(s) specified in Exhibit A
in a manner that substantially modifies the nature of the placements for ICP
described in Exhibit A in a material adverse fashion, AOL will work with ICP in
good faith to provide ICP with a comparable package of placements which are
reasonably satisfactory to ICP.

Contests.  ICP shall take all steps necessary to ensure that any contest,
sweepstakes or similar promotion conducted or promoted through the Online Area
(a "Contest") complies with all applicable federal, state and local laws and
regulations.  ICP shall provide AOL with (i) at least thirty (30) days prior
written notice of any Contest and (ii) upon AOL's request, an opinion from ICP's
counsel confirming that the Contest complies with all applicable federal, state
and local laws and regulations.

AOL Look and Feel.  ICP acknowledges and agrees that AOL shall own all right,
title and interest in and to the AOL Look and Feel.  In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the Licensed Content (the "AOL Frames").  AOL may, at its discretion,
incorporate navigational icons, links and pointers or other Content into such
AOL Frames.

Management.  ICP shall review, delete, edit, create, update and otherwise manage
all Content available on or through the Online Area, including but not limited
to the Licensed Content and message boards, in a timely and professional manner
and in accordance with the terms of this Agreement, AOL's then-standard Terms of
Service and any generally applicable guidelines and service standards for
interactive content providers published by AOL.  In managing the Online Area,
ICP agrees to refrain from editing or altering any opinion expressed by an AOL
Member within the Online Area, except in cases when ICP (i) has a good faith
belief that the Content in question violates an applicable law, regulation,
third party right or portion of AOL's Terms of Service or (ii) obtains AOL's
prior approval.  ICP shall ensure that the Online Area is reasonably current and
well-organized, and shall employ all necessary procedures to insure the accuracy
of the Licensed Content.  ICP warrants that the Online Area, the Licensed
Content, and any Linked ICP Interactive Sites:  (i) will conform to AOL's
applicable Terms of Service; (ii) will not infringe on or violate any copyright,
trademark, U.S. patent or any other third party right, including without
limitation, any music performance or other music related rights; and (iii) will
not contain any Content which violates any applicable law or regulation.  AOL
shall have no obligations with respect to the Content available on or through
the Online Area, including, but not limited to, any duty to review or monitor
any such Content.

Operations.  AOL shall be entitled to require reasonable changes to Licensed
Content to the extent such Licensed Content will, in AOL's good faith judgment,
adversely affect technical operations of the AOL Network.

Duty to Inform.  ICP shall promptly inform AOL of any information related to the
Licensed Content which could reasonably lead to a claim, demand or liability of
or against AOL and/or its Affiliates by any third party.

Response to Questions/Comments; Customer Service.  ICP shall respond promptly
and professionally to questions, comments, complaints and other reasonable
requests regarding the Licensed Content by AOL Members or on request by AOL, and
shall cooperate and assist AOL in promptly answering the same.

Classifieds.  To the extent ICP desires to implement any classifieds listing
features through the Online Area, ICP shall obtain AOL's prior written approval.
Such approval may be conditioned upon, among other things, ICP's conformance
with any then-applicable service-wide technical or other standards related to
online classifieds.

Message Boards.  Any Content submitted by ICP or its agents within message
boards or any comparable vehicles will be subject to the license grant relating
to submissions to "public areas" set forth in the Proprietary Rights section of
the Terms of Service.  ICP acknowledges that it has no rights or interest in AOL
Member submissions to message boards within the Online Area.

Statements Through AOL Network.  ICP shall not make, publish, or otherwise
communicate through the AOL Network any deleterious remarks concerning AOL or it
Affiliates, directors, officers, employees, or agents (including, without
limitation, AOL's business projects, business capabilities, performance of
duties and services, or financial position) which remarks are based on the
relationship established by this Agreement or information exchanged hereunder.
This section is not intended to limit good faith editorial statements made by
ICP based upon publicly available information, or information developed by ICP
independent of its relationship with AOL and its employees and agents.

Accounts.  ICP shall be granted two (2) accounts per athlete, plus twenty (20)
additional accounts for production purposes, for the exclusive purpose of
enabling ICP and its agents to perform ICP's duties hereunder.  The accounts
shall be of the type determined by AOL to be necessary for ICP to perform its
duties hereunder.  The twenty (20) accounts granted for production purposes
shall be free of charge, but the two (2) accounts per athlete shall be subject
to such monthly subscription charges as AOL shall determine shall be applied to
similarly-situated interactive service providers (not to exceed monthly
subscription charges generally available to the public for a similar type of
account).  In any event,  ICP shall be responsible for the actions taken under
or through its accounts, which actions are subject to AOL's then-standard Terms
of Service, and for any surcharges, including, without limitation, all premium
charges, transaction charges and any applicable communication charges incurred
by any such account.   Upon the termination of

CONFIDENTIAL
<PAGE>

this Agreement, all accounts, related screen names and any associated usage
credits or similar rights shall automatically terminate. AOL shall have no
liability for loss of any data or content related to the proper termination of
any account.

Keyword.  Any Keyword Search Terms granted to ICP hereunder  shall be (i)
subject to availability for use by ICP (other than Keyword Search Terms "Athlete
Direct" and "AD") and (ii) limited to the combination of the Keyword search
modifier combined with a registered trademark of ICP.  AOL reserves the right to
revoke at any time ICP's use of any Keyword Search Terms which do not
incorporate registered trademarks of ICP, including without limitation, the
Keyword Search Term "AD".  ICP acknowledges that its utilization of a Keyword
Search Term will not create in it, nor will it represent it has, any right,
title or interest in or to such Keyword Search Term, other than the right, title
and interest ICP holds in ICP's registered trademark independent of the Keyword
Search Term.  Without limiting the generality of the foregoing, ICP will not:
(a) attempt to register or otherwise obtain trademark or copyright protection in
the Keyword Search Term; or (b) use the Keyword Search Term, except for the
purposes expressly required or permitted under this Agreement. This Section
shall survive the completion, expiration, termination or cancellation of this
Agreement.

Launch Date.  In the event that any terms contained herein relate to or depend
on the launch date of the online area or other property contemplated by this
Agreement, then it is the intention of the Parties to record such Launch Date in
a written instrument signed by both Parties promptly following such Launch Date.

II.  TRADEMARKS

Trademark License.  In designing and implementing the Promotional Materials and
subject to the other provisions contained herein, ICP shall be entitled to use
the following trade names, trademarks and service marks of AOL:  the "America
Online" brand service, "AOL" service/software and AOL's triangle logo; and AOL
and its Affiliates shall be entitled to use the trade names, trademarks and
service marks of ICP associated with the Online Area (collectively, together
with the AOL marks listed above, the "Marks"); provided that each Party:  (i)
does not create a unitary composite mark involving a Mark of the other Party
without the prior written approval of such other Party and (ii) displays symbols
and notices clearly and sufficiently indicating the trademark status and
ownership of the other Party's Marks in accordance with applicable trademark law
and practice.

Rights.  Each Party acknowledges that its utilization of the other Party's Marks
will not create in it, nor will it represent it has, any right, title or
interest in or to such Marks other than the licenses expressly granted herein.
Each Party agrees not to do anything contesting or impairing the trademark
rights of the other Party.

Quality Standards.  Each Party agrees that the nature and quality of its
products and services supplied in connection with the other Party's Marks shall
conform to quality standards communicated in writing by the other Party for use
of its trademarks.  Each Party agrees to supply the other Party, upon request,
with a reasonable number of samples of any Materials publicly disseminated by
such Party which utilize the other Party's Marks.  Each Party shall comply with
all applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.

Promotional Materials/Press Releases.  Each Party will submit to the other
Party, for its prior written approval, which shall not be unreasonably withheld
or delayed, any marketing, advertising, press releases or other promotional
materials related to the Online Area and/or referencing the other Party and/or
its trade names, trademarks and service marks (the "Promotional Materials");
provided, however, that, following the initial public announcement of the
business relationship between the Parties in accordance with the approval and
other requirements contained herein, either Party's subsequent factual reference
to the existence of a business relationship between AOL and ICP, including,
without limitation, the availability of the Online Area on the AOL Network, or
use of screen shots of the Online Area (so long as the AOL Network is clearly
identified as the source of such screen shots) for promotional purposes shall
not require the approval of the other Party. Once approved, the Promotional
Materials may be used by a Party and its affiliates for the purpose of promoting
the Online Area and the content contained therein and reused for such purpose
until such approval is withdrawn with reasonable prior notice.  In the event
such approval is withdrawn, existing inventories of Promotional Materials may be
depleted.

Infringement Proceedings.  Each Party agrees to promptly notify the other Party
of any unauthorized use of the other Party's Marks of which it has actual
knowledge.  Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation and assistance
with respect to any such infringement proceedings.

III.  REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) such Party's
Promotional Materials will neither infringe on any copyright, U.S. patent or any
other third party right nor violate any applicable law or regulation and (v)
such Party acknowledges that the other Party makes no representations,
warranties or agreements related to the subject matter hereof which are not
expressly provided for in this Agreement.  E-Sport, PSX and Athlete Direct shall
be jointly and severally liable for any breach of ICP's obligations hereunder.

IV.  CONFIDENTIALITY

Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement.  Each Party agrees that it will
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own proprietary information, during the term of this Agreement,
and for a period of three years following expiration or termination of this
Agreement, to prevent the disclosure of Confidential Information of the other
Party, other than to its employees, or its other agents who must have access to
such Confidential Information for such Party to perform its obligations
hereunder, who will each agree

CONFIDENTIAL
<PAGE>

to comply with this section. Notwithstanding the foregoing, either Party may
issue a press release or other disclosure containing Confidential Information
without the consent of the other Party, to the extent such disclosure is
required by law, rule, regulation or government or court order. In such event,
the disclosing Party will provide at least five (5) business days prior written
notice of such proposed disclosure to the other Party. Further, in the event
such disclosure is required of either Party under the laws, rules or regulations
of the Securities and Exchange Commission or any other applicable governing
body, such Party will (i) redact mutually agreed-upon portions of this Agreement
to the fullest extent permitted under applicable laws, rules and regulations and
(ii) submit a request to such governing body that such portions and other
provisions of this Agreement receive confidential treatment under the laws,
rules and regulations of the Securities and Exchange Commission or otherwise be
held in the strictest confidence to the fullest extent permitted under the laws,
rules or regulations of any other applicable governing body.

V.  MEMBER INFORMATION/SOLICITATION

(a)  During the term of the Agreement and for a two year period thereafter, ICP
will not use the AOL Network (including, without limitation, the e-mail network
contained therein) to solicit AOL Members on behalf of another Interactive
Service.  More generally, ICP will not send unsolicited, commercial e-mail
(i.e., "spam") through or into AOL's products or services, absent a Prior
Business Relationship. For purposes of this Agreement, a "Prior Business
Relationship" will mean that the AOL Member to whom commercial e-mail is being
sent has voluntarily either (i) engaged in a transaction with ICP or (ii)
provided information to ICP through a contest, registration, or other
communication, which included clear notice to the AOL Member that the
information provided could result in commercial e-mail being sent to that AOL
Member by ICP or its agents.  Any commercial e-mail to be sent through or into
AOL's products or services shall also be subject to AOL's then-standard
restrictions on distribution of bulk e-mail (e.g., related to the time and
manner in which such e-mail can be distributed through or into the AOL product
or service in question).

(b)  ICP shall ensure that its collection, use and disclosure of information
obtained from AOL Members under this Agreement ("Member Information") complies
with (i) all applicable laws and regulations and (ii) AOL's standard privacy
policies, available on the AOL Service at the keyword term "Privacy" (or, in the
case of ICP's Linked Interactive Site, ICP's standard privacy policies so long
as such policies are prominently published on the site and provide adequate
notice, disclosure and choice to users regarding ICP's collection, use and
disclosure of user information).  ICP will not disclose Member Information
collected hereunder to any third party in a manner that identifies AOL Members
as end users of an AOL product or service or use Member Information collected
under this Agreement to market another Interactive Service.

(c)  Any e-mail newsletters sent to AOL Members by ICP or its agents shall (i)
be subject to AOL's policies on use of the e-mail functionality, including but
not limited to AOL's policy on unsolicited bulk e-mail, (ii) be sent only to AOL
Members requesting to receive such newsletters, (iii) not contain Content which
violates AOL's Terms of Service, and (iv) not contain any advertisements,
marketing or promotion for any other Interactive Service.

(d)  To the extent ICP is otherwise permitted to send communications to AOL
Members (in accordance with the other requirements contained herein): (i) any
solicitations in such communications to purchase products or services shall
promote the Online Area as the principal means through which to purchase any
such products or services; (ii) any direct links to specific offers within such
communications shall link to the Online Area or to AOL-approved Linked ICP
Interactive Sites where Products are sold and are subject to the revenue sharing
set forth in Section 2.5 of the Agreement; (iii) any sales arising from such
communications shall be subject to any revenue sharing provisions which may be
contained herein; and (iv) ICP shall limit the subject matter of such
communications to those categories of products, services and/or content which
are specifically contemplated by this Agreement.

VI.  TREATMENT OF CLAIMS

Liability.  EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY" SECTION, UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OF OR
INABILITY TO USE THE AOL NETWORK OR ONLINE AREA OR ANY OTHER PROVISION OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS.  EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY" SECTION, AOL
SHALL NOT BE LIABLE TO ICP FOR MORE THAN THE AGGREGATE AMOUNTS PAYABLE BY AOL
HEREUNDER AS OF THE DATE LIABILITY ACCRUED.  EXCEPT AS PROVIDED BELOW IN THE
"INDEMNITY" SECTION, ICP SHALL NOT BE LIABLE TO AOL FOR MORE THAN THE AGGREGATE
AMOUNTS PAYABLE BY ICP HEREUNDER AS OF THE DATE LIABILITY ACCRUED.

No Additional Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK,
THE ONLINE AREA OR ANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
THE PROFITABILITY OF THE ONLINE AREA.

Indemnity.  Either Party will defend, indemnify, save and hold harmless the
other Party and the officers, directors, agents, affiliates, distributors,
franchisees and employees of the other Party from any and all third party
claims, demands, liabilities, costs or expenses, including reasonable attorneys'
fees ("Liabilities"), resulting from the indemnifying Party's material breach of
any duty, representation, or warranty of this Agreement.

If a Party entitled to indemnification hereunder (the "Indemnified Party")
becomes aware of any matter it believes is indemnifiable hereunder involving any
claim, action, suit, investigation, arbitration or other proceeding against the
Indemnified Party by any third party (each an "Action"), the Indemnified Party
shall give the other Party (the "Indemnifying Party") prompt written notice of
such Action.  Such notice shall (i) provide the basis on which indemnification
is being asserted and (ii)

CONFIDENTIAL
<PAGE>

be accompanied by copies of all relevant pleadings, demands, and other papers
related to the Action and in the possession of the Indemnified Party. The
Indemnifying Party shall have a period of ten (10) days after delivery of such
notice to respond. If the Indemnifying Party elects to defend the Action or does
not respond within the requisite ten (10) day period, the Indemnifying Party
shall be obligated to defend the Action, at its own expense, and by counsel
reasonably satisfactory to the Indemnified Party. The Indemnified Party shall
cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party
and its counsel in the defense and the Indemnified Party shall have the right to
participate fully, at its own expense, in the defense of such Action. If the
Indemnifying Party responds within the required ten (10) day period and elects
not to defend such Action, the Indemnified Party shall be free, without
prejudice to any of the Indemnified Party's rights hereunder, to compromise or
defend (and control the defense of) such Action. In such case, the Indemnifying
Party shall cooperate, at its own expense, with the Indemnified Party and its
counsel in the defense against such Action and the Indemnifying Party shall have
the right to participate fully, at its own expense, in the defense of such
Action. Any compromise or settlement of an Action shall require the prior
written consent of both Parties hereunder, such consent not to be unreasonably
withheld or delayed.

Acknowledgment.  AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS
AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
CONTEMPLATED HEREUNDER.  THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES
AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AND EXTENT OF LIABILITY.  THE PROVISIONS OF THIS SECTION VI SHALL
BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT.

VII.  MISCELLANEOUS

Auditing Rights.  Each Party shall maintain complete, clear and accurate records
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("Records").  All such Records shall be maintained for a minimum of five (5)
years following termination of this Agreement.  For the sole purpose of ensuring
compliance with this Agreement, each Party shall have the right, at its expense,
to direct an independent certified public accounting firm subject to strict
confidentiality restrictions to conduct a reasonable and necessary copying and
inspection of portions of the Records of the other Party which are directly
related to amounts payable to the Party requesting the audit pursuant to this
Agreement.  Any such audit may be conducted after twenty (20) business days
prior written notice, subject to the following.  Such audits shall not be made
more frequently than once every twelve months.  No such audit of AOL shall occur
during the period beginning on June 1 and ending October 1.  In lieu of
providing access to its Records as described above, a Party shall be entitled to
provide the other Party with a report from an independent certified public
accounting firm confirming the information to be derived from such Records.

Excuse.  Neither Party shall be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

Independent Contractors.  The Parties to this Agreement are independent
contractors.  Neither Party is an agent, representative or partner of the other
Party.  Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party.  This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

Notice.  Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network (to screenname
"AOLNotice@AOL.com" in the case of AOL) or by confirmed facsimile; (ii) on the
delivery date if delivered personally to the Party to whom the same is directed;
(iii) one business day after deposit with a commercial overnight carrier, with
written verification of receipt; or (iv) five business days after the mailing
date, whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available.  In the case of AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (fax no. 703-
265-1206) and the Deputy General Counsel (fax no. 703-265-1105), each at the
address of AOL set forth in the first paragraph of this Agreement.  In the case
of ICP, such notice will be provided to both the President and the Vice
President of Business and Legal Affairs (both at fax no. 310.996.1092), each at
the address of ICP set forth in the first paragraph of this Agreement.

No Waiver.  The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.

Return of Information.  Upon the expiration or termination of this Agreement,
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all Confidential Information,
documents, manuals and other materials specified the other Party.

Survival.  Sections 1.2.3 ,1.3.2, 6.7.1 and 6.7.2 of this Agreement, and
Sections IV, V, VI, and VII of this Exhibit C, shall survive the completion,
expiration, termination or cancellation of this Agreement.  Additional sections
shall survive as set forth in Section 6.7.1 and 6.7.2.

Entire Agreement.  Except as set forth in Section 6.1, this Agreement sets forth
the entire agreement and supersedes any and all prior agreements of the Parties
with respect to the transactions set forth herein.  Neither Party shall be bound
by, and each Party specifically objects to, any term, condition or other
provision which is different from or in addition to the provisions of this
Agreement (whether or not it would materially alter this Agreement) and which is
proffered by the other Party in any correspondence or other document, unless the
Party to be bound thereby specifically agrees to such provision in writing.

CONFIDENTIAL
<PAGE>

Amendment.  No change, amendment or modification of any provision of this
Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment.

Further Assurances.  Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.

Assignment.  ICP shall not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of AOL.
Assumption of this Agreement by any successor to ICP (including, without
limitation, by way of merger, consolidation or sale of all or substantially all
of ICP's stock or assets)  shall be subject to AOL's prior written consent.
Subject to the foregoing, this Agreement shall be fully binding upon, inure to
the benefit of and be enforceable by the Parties hereto and their respective
successors and assigns.

Construction; Severability.  In the event that any provision of this Agreement
conflicts with the law under which this Agreement is to be construed or if any
such provision is held invalid by a court with jurisdiction over the Parties to
this Agreement, (i) such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in accordance with
applicable law, and (ii) the remaining terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.

Remedies.  Except where otherwise specified, the rights and remedies granted to
a Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.

Applicable Law.  This Agreement shall be interpreted, construed and enforced in
all respects in accordance with the laws of the Commonwealth of Virginia except
for its conflicts of laws principles. Each Party irrevocably consents to the
jurisdiction of the federal and state courts in the Commonwealth of Virginia and
the State of California.  In addition, any action to enforce the provisions of
this Agreement, to recover damages or other relief for breach or default (i)
initiated by ICP against AOL shall be brought in the Commonwealth of Virginia,
and (ii) initiated by AOL against ICP shall be brought in the State of
California.

Export Controls.  Both parties shall adhere to all applicable laws, regulations
and rules relating to the export of technical data and shall not export or re-
export any technical data, any products received from the other Party or the
direct product of such technical data to any proscribed country listed in such
applicable laws, regulations and rules unless properly authorized.

Headings.  The captions and headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document.

CONFIDENTIAL
<PAGE>

                                   EXHIBIT D

                 CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
                     REGARDING PROMOTIONS AND EXCLUSIVITY

Pursuant to Section 4 of the Interactive Services Agreement between E-Sport,
Inc., Athlete Direct, Inc. and Pro Sports Xchange, Inc. (collectively, "ICP")
and America Online, Inc. ("AOL"), dated as of January 1, 1999 (the "Agreement"),
the following report is delivered to AOL for the month ending __________ (the
"Month"):

I.   Promotional Commitments

ICP hereby certifies to AOL that ICP completed the following promotional
commitments during the Month:

     Type of        Date(s) of      Duration/Circulation       Relevant
     Promotion      Promotion       of Promotion               Contract
                                                               Section
--------------------------------------------------------------------------------
 1.
--------------------------------------------------------------------------------
 2.
--------------------------------------------------------------------------------
 3.
--------------------------------------------------------------------------------

II.  Exclusivity Commitments

ICP hereby certifies to AOL that ICP was in full compliance with the exclusivity
restrictions (if applicable) specified in Exhibit A of the Agreement throughout
the Month.


IN WITNESS WHEREOF, this Certificate has been executed this ________ day of
__________________, 199__.

___________________________________

By: _______________________________

Print Name:  ______________________

Title: ____________________________

Date: _____________________________

CONFIDENTIAL
<PAGE>

                                  Exhibit E-1

                         Operating Standards for Feeds
                         -----------------------------


1.   ICP Site Infrastructure.  ICP will be responsible for all communications,
hosting and connectivity costs and expenses associated with the distribution of
data. ICP will provide all hardware, software, telecommunications lines and
other infrastructure necessary to meet any traffic demands.

2.   Service Level Response.  ICP agrees to use commercially reasonable efforts
to address material technical problems (over which ICP exercises control)
affecting AOL Members (an "ICP Technical Problem") promptly following notice
thereof. In the event that ICP is unable to promptly resolve an ICP Technical
Problem following notice thereof from AOL (including, without limitation,
infrastructure deficiencies producing user delays), AOL will have the right to
regulate the promotions it provides hereunder until such time as ICP corrects
the ICP Technical Problem at issue.

3.   Monitoring.  ICP will ensure that the performance and availability of the
FTP mechanism is monitored on a continuous basis. ICP will provide AOL with
contact information (including e-mail, phone, pager and fax information, as
applicable, for both during and after business hours) for ICP's principal
business and technical representatives, for use in cases when issues or problems
arise with respect to the FTP system.

4.   Security.  ICP will facilitate periodic reviews of the FTP system by AOL in
order to evaluate the security risks of such system. ICP will promptly remedy
any security risks or breaches of security as may be identified by AOL's
Operations Security team.

5.   AOL Internet Services ICP Support.  AOL will provide ICP with access to the
standard online resources, standards and guidelines documentation, technical
phone support, monitoring and after-hours assistance that AOL makes generally
available to similarly situated web-based ICPs. AOL support will not, in any
case, be involved with content creation on behalf of ICP or support for any
technologies, databases, software or other applications which are not supported
by AOL or are related to any ICP area other than the files received via FTP.

CONFIDENTIAL
<PAGE>

                                  EXHIBIT E-2

             OPERATING STANDARDS FOR LINKED ICP INTERACTIVE SITES
             ----------------------------------------------------

1.   Customization.  ICP shall customize each Linked ICP Interactive Site for
     AOL Members as follows:

     (a)  upon AOL's request, create a customized, co-branded home page "welcome
     mat" for the AOL audience for each area on the Linked ICP Interactive Site
     linked to from the AOL Network on a continuous basis (each a "Welcome
     Mat"), which Welcome Mat(s) shall be subject to AOL approval;

     (b)  ensure that AOL Members linking to the Linked ICP Interactive Site do
     not receive advertisements, promotions or links for any entity reasonably
     construed to be in competition with AOL or otherwise in violation of AOL's
     then-standard advertising policies or exclusivity or premier commitments to
     third parties as provided in Section 2.2.2 of the Agreement; and

     (c)  provide continuous navigational ability for AOL Members to return to
     an agreed-upon point on the AOL service (for which AOL shall supply the
     proper address) from Linked ICP Interactive Site (e.g., the point on the
     AOL service from which the Linked ICP Interactive Site is linked), which,
     at AOL's option, may be satisfied through the use of a hybrid browser
     format.

2.   Links on Linked ICP Interactive Site.  The Parties will work together on
     mutually acceptable links (including links back to AOL) within the Linked
     ICP Interactive Site in order to create a robust and engaging AOL member
     experience. ICP shall use commercially reasonable efforts to ensure that
     AOL traffic is generally either kept within a Linked ICP Interactive Site
     or channeled back into the AOL Network. To the extent that AOL notifies ICP
     in writing that, in AOL's reasonable judgment, links from the Linked ICP
     Interactive Site cause an excessive amount of AOL traffic to be diverted
     outside of such site and the AOL Network in a manner that has a detrimental
     effect on the traffic flow of the AOL audience, then ICP shall immediately
     reduce the number of links out of such site(s). In the event that ICP
     cannot or does not so limit diverted traffic from the Linked ICP
     Interactive Site, AOL reserves the right to terminate the links from the
     AOL Network to the Linked ICP Interactive Site at issue if such failure
     remains uncured after thirty (30) days written notice thereof, and ICP
     shall only be responsible to pay a pro rata share of the carriage fees
     otherwise owed by ICP hereunder for the period for which the links are in
     place.

3.   Hosting; Capacity.  ICP will provide all computer hardware (e.g., servers,
     routers, network devices, switches and associated hardware) in an amount
     necessary to meet anticipated traffic demands, adequate power supply
     (including generator back-up) and HVAC, adequate insurance, adequate
     service contracts and all necessary equipment racks, floor space, network
     cabling and power distribution to support the Linked ICP Interactive Site.
     ICP is fully responsible for the maintenance and the day-to-day operation
     of the Linked ICP Interactive Site. ICP will provide AOL with a detailed
     Network diagram. In addition, ICP will provide AOL with detailed
     information regarding separate file downloads available from the Linked ICP
     Interactive Site, including file size, type and download/installation
     procedures.

4.   Speed; Accessibility.  ICP will ensure that the performance and
     availability of the Linked ICP Interactive Site (a) is monitored on a
     continuous, 24/7 basis and (b) remains reasonably competitive in all
     material respects with the performance and availability of other similar
     sites based on similar form technology. ICP will use commercially
     reasonable efforts to ensure that: (a) the functionality and features
     within the Linked ICP Interactive Site are optimized for the client
     software then in use by AOL Members; and (b) the Linked ICP Interactive
     Site is designed and populated in a manner that minimizes delays when AOL
     Members attempt to access such site. At a minimum, ICP will ensure that
     Linked ICP Interactive Site's data transfer initiates within fewer than
     fifteen (15) seconds on average. Prior to launch of any promotions
     described herein, ICP will permit AOL to conduct performance and/or load
     testing of the Linked ICP Interactive Site (in person or through remote
     communications) until AOL is reasonably satisfied that launch can occur, to
     include but not be limited to the following areas:
     AOL Compatibility Testing (AOL Client V3.0, Windows 95/Macintosh, Browser:
     MSIE 3.X/MSIE 2.1; AOL Client V4.0, Windows 95/Macintosh, Browser: MSIE
     3.X); Caching Implementation; Graphics Quality; User Interface and
     Functional Testing; Review of Advanced Web Technologies; Load Testing;
     Website Architecture (Hardware, Network Configuration Software - Web
     Servers, Databases, etc.); Network Redundancy and Reliability; Performance
     Thresholds (Network Bandwidth, Web Server Capacity, Simultaneous Users);
     and Electronic Commerce (Encryption Validation, Encryption Technology -SSL
     V2/V3, PCT, Commerce Implementation Review - Cookies, iCat, Webforce, etc.,
     Facility Physical Security, Safeguards Related to Private Customer
     Information).

5.   User Interface.  ICP will maintain a graphical user interface within the
     Linked ICP Interactive Site that is competitive in all material respects
     with interfaces of other similar sites based on similar form technology.
     AOL reserves the right to review and approve the user interface and site
     design prior to launch of any link to the ICP Internet Site and to conduct
     focus group testing to assess compliance with respect to such consultation
     and with respect to ICP's compliance with the preceding sentence.

6.   Service Level Response.  ICP agrees to use commercially reasonable efforts
     to provide the following service levels in response to problems with or
     improvements to the Linked ICP Interactive Site:
(a)  For material functions of software that are or have become substantially
     inoperable (e.g., inability to access website or conduct transactions), ICP
     will provide a bug fix or workaround within four (4) hours after the first
     report of such error to AOL and the ICP.
(b)  For functions of the software that are impaired or otherwise fail to
     operate in accordance with agreed upon specifications (e.g., search
     engine), ICP will provide a bug fix or workaround within twenty-four (24)
     hours after the first report of such error to AOL and the ICP.
(c)  For errors disabling only certain non-essential functions (e.g., broken
     links or noncritical applications), ICP will provide a bug fix or
     workaround within fourteen (14) days after the first report of such error
     to AOL and the ICP.
(d)  For all other errors, ICP will address these requests on a case-by-case
     basis as soon as reasonably feasible.

7.   Monitoring.  ICP will provide AOL with ICP's detailed escalation procedures
     (e.g., contact names and notification mechanisms such as email, phone,
     page, etc.) and notification of any scheduled or unscheduled downtimes. AOL
     Network Operations Center will work with ICP's designated

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<PAGE>

     technical contacts in the event of any performance malfunction or other
     emergency related to the Linked ICP Interactive Site and will either assist
     or work in parallel with ICP's contact using ICP tools and procedures, as
     applicable. The Parties will develop a process to monitor performance and
     member behavior with respect to access, capacity, security and related
     issues both during normal operations and during special promotions/events.

8.   Telecommunications.  The Parties agree to explore encryption methodology to
     secure data communications between the Parties' data centers such that no
     private member information requested by the ICP will be transferred
     unencrypted. The network between the Parties will be configured such that
     no single component failure will significantly impact AOL Members. The
     network will be sized such that no single line runs at more than 70%
     average utilization for a 5-minute peak in a daily period.

9.   Security Review.  ICP and AOL will work together to perform an initial
     security review of, and to perform tests of, the ICP system, network, and
     service security in order to evaluate the security risks and provide
     recommendations to ICP, including periodic follow-up reviews as reasonably
     required by ICP or AOL. ICP will use commercially reasonable best efforts
     to fix any security risks or breaches of security as may be identified by
     AOL's Operations Security. Specific services to be performed on behalf of
     AOL's Operations Security team will be as determined by AOL in its sole
     discretion.

10.  Technical Performance.  ICP will perform the following technical
     obligations (and any reasonable updates thereto from time to time by AOL):
(a)  ICP will design the Linked ICP Interactive Site to support the Windows
     version of the Microsoft Internet Explorer 3.0 and 4.0 browser, the
     Macintosh version of the Microsoft Internet Explorer 2.1 and 3.0, and make
     commercially reasonable efforts to support all other AOL browsers listed
     at: "http://webmaster.info.aol.com/BrowTable.html."
(b)  ICP will configure the server from which it serves the site to examine the
     HTTP User-Agent field in order to identify the "AOL Member-Agents" listed
     at: "http://webmaster. info.aol.com/Brow2Text.html."
(c)  ICP will design its site to support HTTP 1.0 or later protocol as defined
     in RFC 1945 (available at "http://ds.internic.net/rfc/rfc1945.text") and to
     adhere to AOL's parameters for refreshing cached information listed at
     http://webmaster.info.aol.com/CacheText.html.

11.  AOL Internet Products Partner Support.  AOL will provide ICP with access to
     the standard online resources, standards and guidelines documentation,
     technical phone support, monitoring and after-hours assistance that AOL
     makes generally available to similarly situated web-based partners. AOL
     support will not, in any case, be involved with content creation on behalf
     of ICP or support for any technologies, databases, software or other
     applications which are not supported by AOL or are related to any ICP area
     other than the Linked ICP Interactive Site. Support to be provided by AOL
     is contingent on ICP providing to AOL demo account information (where
     applicable), a detailed description of the Linked ICP Interactive Site's
     software, hardware and network architecture and access to the Linked ICP
     Interactive Site for purposes of such performance and load testing as AOL
     elects to conduct. As described elsewhere in this Agreement, ICP is fully
     responsible for all aspects of hosting and administration of the Linked ICP
     Interactive Site and must ensure that the site satisfies the specified
     access and performance requirements as outlined in this Exhibit E-2.

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<PAGE>

                                   EXHIBIT F
                                   ---------
                          Sample Editorial Guidelines
                          ---------------------------

The following is for purposes of general agreement & discussion only and shall
be used as the basis for creating definitive "Editorial Guidelines" as called
for in the Agreement  between AOL and ICP. Notwithstanding the forgoing, the
definitive "Editorial Guidelines" shall in no way be limited to the following.

AOL SPORTS PROGRAMMING GUIDELINES: OUTLINE OF KEY COMPONENTS FOR AOL/ICP
INTEGRATED EDITORIAL RELATIONSHIP

Sports coverage must stress immediacy, depth, and interactivity. That is,
screens must be regularly updated to reflect game and news coverage; appropriate
links must be added to provide background and context to the stories; and
opportunities for interactivity must be linked to the stories.

1.  Maintenance of Areas and Frequency of Programming

The Team Pages and Star Pages need to be changed as often as determined by AOL.
In general, this means for In-Season coverage of the major sports (Pro and
College Football, Pro and College Basketball, Baseball, Hockey), all promo slots
will be fresh each day by 7 a.m. and the top promo slots will change throughout
the day as mutually agreed by both parties. The top promo slots also will be
updated throughout the daytime as events or news warrant. During the off-season,
all sport-by-sport screens will change at least once daily.

The Team Pages and Star Pages should be checked by copy editors to make sure
that everything is accurate and that the links are working properly. The sports
screens need to be perfect when it comes to details such as scores, names of
teams, players and events, dates, spelling, grammar, and links to content and
photos. When a mistake is identified, it must be corrected immediately,
regardless of the time of day.

All screens must be checked constantly to make sure that the information is
timely and accurate. Changes must be made before something becomes outdated.

2.  Promotions/Style and Guidelines

The text, headlines and captions should be written in a direct newspaper style
that is consistent with what is currently on the AOL Sports site. The writing
will reflect a consistent editorial attitude determined by AOL. It is important
that the AP editorial style guide be followed. There should never be more than
two hyperlinks within a story text field. The hyperlinks need to be written in a
clear manner and go directly to what is being promoted. Blind hyperlinks are not
acceptable; the member must always have a good idea of where the link will take
him before he clicks on it.

Links to commerce opportunities will not be inserted ad hoc. Instead, they will
be used in contextually appropriate areas as identified by AOL and ICP.

3.  Escalation Procedures and Disputes

AOL Sports has final say on all editorial decisions.

4.  Linking

ICP will receive the wingdings on the Team Pages and Star Pages that have been
agreed to in the Agreement. ICP cannot hyperlink or link to other ICP content or
commerce within a story without the approval of AOL Sports.

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<PAGE>

5.  Editorial Calls

There will be consistent, daily communication regarding editorial direction.

6.  Timelines of Changes

Any changes to links should be made immediately by ICP.

7.  Right to Modify Links

ICP does not have the right to modify the copy for AOL Sports or AOL Sports News
links. ICP does not have the right to update the links AOL Sports owns (unless
requested by AOL Sports). AOL Sports can modify the language on ICP links when
needed to conform to the AOL Sports style as indicated above.

8.  Minimum Standards

At a minimum, the Programming Guidelines will provide that ICP shall not
include, without AOL's prior approval, any Content that (i) is sexually
explicit, (ii) contains profanity, (iii) is slanderous or libelous, (iv)
denigrates a particular group based on gender, race, creed, religion, sexual
preference or handicap, (v) violates AOL's terms of Service, or (vi) does not
comply with any provision of this Agreement.

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<PAGE>

                                   EXHIBIT G
                           Star Online Area Content
                           ------------------------

(A)  Athlete Online Areas.  Each Athlete Online Area shall contain the following
     at a minimum:

     .  Athlete Journals: Regular journals for each Athlete (during the Season
        and the Post-Season), posted on a regular and timely basis. Journal
        content shall be fresh, entertaining, and innovative, giving the
        athlete's perspective on sports DIRECTLY to the fan. Whenever possible,
        certain fans (AOL Members) will be highlighted to heighten the
        interactivity of the Journals.

     .  Bulletin Boards and Chat Rooms: ICP shall produce, manage, and maintain
        Athlete bulletin boards and Athlete Chat Rooms in which fans can
        communicate to each other and in which Athletes (via ICP) will respond
        to member questions within their own folders or chat room.

     .  Athlete "Themed Nights" and Regular Athlete Programming: Athletes will
        be participants in regularly scheduled online programming as set forth
        in this Agreement. These programs may involve live chats, question and
        answer sessions, and unique content material submitted by the Athletes,
        such as analyzing highlights from the past week's games while the
        footage is shown on AOL. All "themed nights" and Athlete programming
        must be pre-approved by AOL, which approval shall not be unreasonably
        withheld or delayed.

     .  Content Links to other AOL sports sites: Links with other AOL sports
        sites. Such links shall first be approved by both parties hereto, which
        approval shall not be unreasonably withheld or delayed.

     .  Athlete Direct Fan Club: Online membership clubs, which may include but
        not be limited to offering discounted Memorabilia Products, ticket
        discounts to special events only accessible by the members, special one-
        on-one chats, etc... to members based on usage and contest promotions.

     .  Athlete Buddy Lists: ICP shall use commercially reasonable efforts to
        encourage each Athlete to log into the America Online brand service
        under a published screenname (available by Buddy List), during which
        time the Athlete can attend a chat room or auditorium chat event with
        AOL members.

     ICP warrants and represents that its failure to provide AOL with [*] within
     one hundred eighty (180) days of execution shall be deemed a material
     breach of this Agreement. In addition to any rights or remedies AOL may
     have under this Agreement, if ICP fails to secure such Athletes within one
     hundred eighty (180) days from execution of this Agreement, AOL shall be
     entitled to immediately terminate this Agreement and recoup from ICP within
     ten days (i) the entire (i.e. not pro-rated) amount of any fees paid by AOL
     to ICP hereunder, and (ii) all reasonable production costs associated with
     AOL's development of the Online Area to date.

(B)  Other Programming.  In addition, the Stars Online Area shall include
     programming geared toward crossover usage with other AOL Channels.  ICP and
     AOL (to the extent its participation is required) shall use commercially
     reasonable efforts to cause the Stars Online Area to include content which
     will be suitable for links to and from the following channels:

     .  Kids Channel -- ICP shall produce and manage kids programming and
        content, subject to the terms and conditions of the Kids Channel.
        Subject to this condition, ICP shall provide to the AOL Kids Channel the
        following features, at a minimum: an Aggregated Min Screen, updated
        weekly;

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[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

        twelve (12) Athlete Journals, updated weekly; The Favre Files (or
        similar slideshow-oriented fun series), updated weekly; the Sports
        Station for Kids (scores, headlines, etc.), updated daily; Message
        Boards for all Athlete Journals, screened daily; a Sports Stars section
        which will contain a permanent link or links to Athlete Direct Athlete
        Areas and programming designed for kids. ICP acknowledges that all such
        Content is content targeted towards children aged 12 and under and ICP
        agrees that such Content, including any advertising, commerce and
        promotions, shall fully comply with AOL's Kids Policies. In addition,
        there shall be public relations support for the Kids Only Channel from
        the Athletes featured therein.

        ICP agrees to use commercially reasonable efforts to create content and
        programming which is suitable for other AOL channels upon the request of
        AOL, subject to appropriate links from these channels to the Online
        Area.

(C)  Updates.  ICP shall update the Stars Online Area in a commercially
     reasonable manner so that the site is continually fresh on a daily basis as
     agreed to by AOL.

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<PAGE>

                                   EXHIBIT H
                               Content of Feeds
                               ----------------

A.   PSX Feed.  ICP shall provide the PSX Feed in general conformity with
     the following description:

     (I)    PSX Team Reports.  The following reports ("PSX Team Reports") shall
            be approximately 1000 words per team in length. Each of the PSX Team
            Reports will be provided two times each week during the Season and
            once each week during the Off-Season. Each PSX Report shall include
            a Season preview for each team (the "Season Preview"), a Post-Season
            review for each team (the "Post Season Review") and a Draft Special
            for NFL football in April and for NBA Basketball in June (the "Draft
            Specials").

           (A)  PSX NFL Football Team Reports.  Team-by-team reports for each
                team in the NFL ("PSX NFL Football Team Reports") sorted as
                follows:

                (i)     National Football Conference
                (ii)    American Football Conference

           (B)  PSX MLB Baseball Team Reports.  Team-by-team reports for each
                team in MLB ("PSX MLB Baseball Team Reports") sorted as follows:

                (i)     National League
                (ii)    American League

           (C)  PSX NBA Basketball Team Reports.  Team-by-team reports for each
                team in the NBA ("PSX NBA Basketball Team Reports") sorted as
                follows:

                (i)     Eastern Conference
                (ii)    Western Conference

           (D)  PSX NHL Hockey Team Reports.  PSX reports focusing on NHL inside
                information, including insights into strategy and personnel in
                the NHL ("PSX NHL Hockey Team Reports") during the NHL Season.
                The PSX NHL Hockey Team Reports will be delivered in six weekly
                conference files sorted as follows:

                (i)     Eastern Conference-Northeast
                (ii)    Eastern Conference-Atlantic
                (iii)   Eastern Conference-Southeast
                (iv)    Western Conference-Central
                (v)     Western Conference-Pacific.
                (vi)    Western Conference-Northwest

                The PSX NHL Hockey Team Reports will not be as extensive as the
                team-by team information found in PSX standard Reports, but will
                provide analysis on all NHL teams on a weekly basis by PSX's
                conference writers.

     (II)   PSX Editorial Package. Through its special feature columnists, ICP
            shall provide to AOL, via the Feeds, seven (7) mutually agreed-upon
            editorial columns ("Columns") per week from mutually agreed-upon
            respected sports columnists ("Columnists"), including without
            limitation, [*], and shall also include specials from nationally
            known insiders ("PSX Editorial Package"). The Columns shall

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[*] Portions have been omitted pursuant to a confidential treatment request.
<PAGE>

            cover various mutually agreed-upon topics/issues in professional
            sports. Certain of these Columns will be devoted to a mutually
            agreed-upon consistent subject matter (such as fantasy) each week
            during the course of the year, and others will highlight the key
            topics of that week, with an emphasis on the sports then In-Season.
            ICP will cover breaking stories and submit these if, in its
            editorial judgment, they are newsworthy. The PSX Editorial Package
            shall generally include, but not be limited to, the following
            additional coverage for each professional sport, in a form
            substantially similar to that which ICP and/or Pro Sports Xchange,
            Inc. has previously produced for AOL:mid-season reports by sport,
            all star game Notebooks by sport, playoff and championship coverage
            by sport, Season review by sport, draft coverage by sport, and
            additional breaking stories.

B.   CSX Feed. ICP shall provide the CSX Feed in general conformity with the
     following description ("CSX Team Reports"):

     (I)    NCAA Football Reports.  The following reports which shall be
            approximately 1000 words per team in length:

            (A)  NCAA Football Team Reports.  Team-by-team reports for each team
                 in the following conferences ("NCAA Football Team Reports"),
                 which NCAA Football Team Reports shall be provided twice per
                 each week during the Season and once each week during the Off-
                 Season:

                 (i)     ACC
                 (ii)    Big East
                 (iii)   Big Twelve
                 (iv)    Big Ten
                 (v)     Pac Ten
                 (vi)    SEC
                 (vii)   WAC
                 (viii)  Conference USA conferences
                 (ix)    Independent teams (e.g.,Notre Dame)

            (B)  College Football Conference Reports.  Reports provided on a
                 weekly basis during the NCAA college football regular season
                 covering the six remaining NCAA Division I-A independent
                 schools and the Mid-American and Big West conferences on a
                 conference-by-conference basis ("College Football Conference
                 Report").

            (C)  Ivy Reports.  Reports provided weekly covering the Ivy League
                 on a team-by-team basis during the Ivy League regular season
                 ("Ivy Reports").

     (II)   CSX Football Editorial Package.  CSX shall provide, on a regularly
            scheduled basis, an editorial package ("CSX Football Editorial
            Package"), which shall include from time to time:

            (A)  National Columns.  National Columns focusing on current events
                 and topics in NCAA football. The columns shall be provided a
                 minimum of four (4) times per week during the NCAA college
                 football regular season ("NCAA Football Season"). When events
                 warrant (i.e., Bowl Games, recruiting results, etc.), ICCP will
                 supplement its Special Events Coverage (defined below) with
                 additional

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<PAGE>

                 National Columns. National Columns will run twice a week in the
                 Off-Season.

            (B)  Game Previews.  Game Previews analyzing the major upcoming
                 Division I-A college football games during each week of the
                 NCAA Football Season.

            (C)  Game Day Feature.  During the NCAA Football Season, a CSX
                 column highlighting a game(s) from that week.

            (D)  Top 112.  Every week during the NCAA Football Season, ICP shall
                 create a Top 112 Column, ranking every Division 1-A team in the
                 country.

            (E)  Special Reports.  ICP will provide seven special reports that
                 focus on key events in NCAA football formatted on a team-by-
                 team or conference-by-conference basis. These Special Reports
                 shall include:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
Name                                    Coverage                                 Date
------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                      <C>
Season Previews                         Preview of all 11 conferences and        Late August
                                        independents (122 teams)
------------------------------------------------------------------------------------------------------------------------
Season Reviews                          A review of all 122 teams                Early January
------------------------------------------------------------------------------------------------------------------------
Recruiting Preview                      Update on recruit's short lists          Late January
------------------------------------------------------------------------------------------------------------------------
Recruiting Review                       Rating team and conference recruits      Mid February
------------------------------------------------------------------------------------------------------------------------
Spring Football Preview                 Each team's primary focus                Early April*
------------------------------------------------------------------------------------------------------------------------
Spring Football Review                  Spring practice review                   February
------------------------------------------------------------------------------------------------------------------------
Recruiting Features                     Focus on individual recruits             April
------------------------------------------------------------------------------------------------------------------------
</TABLE>

*  The actual dates for Spring Practice have not yet been determined by the
teams.  These reports will begin in April and run until all conferences have
been reviewed.

            (F)  Special Events Coverage.  ICP shall cover the NCAA Division 1-A
                 Bowl Games, including team-by team reports on bowl teams on a
                 weekly basis until their bowl game is concluded. ICP shall also
                 provide in-depth analysis of the Kick-Off Classic, Pigskin
                 Classic, Blue-Gray Game, East-West Shrine, Senior Bowl and Hula
                 Bowl.

            (G)  Regional Recruiting News.  In addition to the recruiting
                 previews and reviews, ICP shall provide a weekly column on
                 Regional Recruiting News once a week May through July.

     (III)  NCAA Basketball Reports. The following reports  which shall be
            approximately 1000 words per team in length:

            (A)  NCAA Basketball Teams Reports.  Team-by-team reports for each
                 team in the following conferences ("NCAA Basketball Team
                 Reports"),

                 (i)     ACC
                 (ii)    Big East
                 (iii)   Big Twelve
                 (iv)    Big Ten
                 (v)     Pac Ten

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                 (vi)    SEC
                 (vii)   Atlantic 10
                 (viii)  Conference USA
                 (ix)    Ivy League
                 (x)     Big West
                 (xi)    Colonial
                 (xii)   Missouri Valley
                 (xiii)  WAC
                 (xiv)   MAC

            Under the current schedule, which is subject to PSX modification
            with AOL's reasonable approval, the NCAA Basketball Team Reports for
            teams (i) through (viii) above shall be provided each Monday
            throughout the Season, with each team covered until it is eliminated
            from post-season and weekly during the Post-Season. The NCAA
            Basketball Team Reports shall be provided on Tuesday throughout the
            Season, which each team covered until it is eliminated from Post-
            Season and weekly during the Post-Season.

            (B)  Conference Reports.  Team-by-Team reports for the remaining
                 sixteen (16) conferences and 156 Division I teams on a once-
                 per-week basis ("Basketball Conference Reports"). While
                 following the same editorial approach as the NCAA Basketball
                 Team Reports, these Conference Reports will not cover each team
                 as extensively. However, teams in this group that qualify for
                 the NCAA and/or NIT tournaments will be covered as extensively
                 as the NCAA Basketball Team Reports with twice weekly coverage
                 during the period from qualification until elimination in the
                 above tournaments. The Conference Reports shall be provided for
                 each team in the following conferences:

                 (i)     Sun Belt
                 (ii)    Midwest Collegiate
                 (iii)   West Coast
                 (iv)    Metro Atlantic
                 (v)     Big Sky
                 (vi)    America East
                 (vii)   Ohio Valley
                 (viii)  Southern
                 (ix)    Big South
                 (x)     TAAC
                 (xi)    Northeast
                 (xii)   SWAC
                 (xiii)  Southland
                 (xiv)   Mid-continent
                 (xv)    Patriot
                 (xvi)   MEAC

     (IV)   CSX Basketball Editorial Package.  ICP shall provide CSX
            perspectives by college basketball writers seven days per week
            during the Season ("CSX Basketball Editorial Package"), including
            the following:

            (A)  National Columns.  CSX's National Columns focus on current
                 events and topical issues in college basketball. The National
                 Columns will appear throughout the week (a minimum of four
                 files per week during the Season). The National

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<PAGE>

                 Columns will be bylined by college basketball writers from
                 across the country. Additional regional columns will be
                 delivered during the NCAA tournament and periods of increased
                 news activity (see NCAA/NIT Tournament Coverage). National
                 Columns will be delivered weekly during the Off-Season.

            (B)  Game Previews.  CSX Game Previews will provide a profile of
                 major games during the season. Top weekday games will be
                 previewed in capsules delivered on Mondays. Top weekend games
                 will be profiled in capsules delivered on Thursdays.

            (C)  Top 100.  Each Sunday, ICP will deliver the CSX Top 100 Column,
                 ranking the top Division I teams in the country, with
                 appropriate comments.

            (D)  Special Team Reports.  Five Special Team Reports during the
                 year that focus on key events in college basketball,
                 particularly in the off-season, on a team-by-team basis. These
                 Special Team Reports include:

-------------------------------------------------------------------------------
Name                       Coverage                               Date
-------------------------------------------------------------------------------
Season Preview             A preview of all teams covered by      Mid-November
                           NCAA Basketball Team Reports and
                           CSX Basketball Conference Reports
                           ("Basketball Teams")
-------------------------------------------------------------------------------
Season Review              A look back on the season for all      April
                           Basketball Teams
-------------------------------------------------------------------------------
Recruiting Review          Analysis of every team and             May
                           conference
-------------------------------------------------------------------------------
Off-Season Spotlight       Up close focus on an interesting       May-October
                           coach, player or recruit from
                           major teams
-------------------------------------------------------------------------------
Summer Update              Report on progress of team and         July, August
                           players during the Off-Season;
                           look ahead to Season
-------------------------------------------------------------------------------

            (E)  NCAA/NIT Tournament Coverage.  ICP will provide CSX analysis
                 and perspective on all teams remaining in both the NCAA and NIT
                 Tournament, with weekly coverage. Tournament coverage will
                 include the following elements:

--------------------------------------------------------------------------------
Name                       Coverage
--------------------------------------------------------------------------------
Team Reports               Weekly Team Reports for all teams in each tournament
--------------------------------------------------------------------------------
Live Notebooks             Notebooks from writers at NCAA tournament sites
--------------------------------------------------------------------------------
Special Columns            Added columns for duration of tournaments
--------------------------------------------------------------------------------
Match-Up Analysis          Evaluation of personnel and strategies that will
                           decide each game
--------------------------------------------------------------------------------
Historical Perspective     Anthology of records, statistics and highlights
                           from previous NCAA tournaments
--------------------------------------------------------------------------------

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<PAGE>

            (F)  November and December Tournaments.  CSX analysis of the regular
                 season tournaments, including Notebooks, from key tournaments
                 such as the Maui Invitational, Great Eight and Preseason NIT.

            (G)  Conference Tournaments.  CSX Team Reports and Conference
                 Reports will analyze the conference tournaments on a team by
                 team basis for all teams playing in the 28 conference
                 tournaments. Additional coverage will include regional columns
                 and on-site Notebooks analyzing the major conference
                 tournaments.

            (H)  Recruiting Coverage.  CSX Basketball Recruiting Updates will be
                 included in the weekly Team Reports and analyzed in Special
                 Team Reports after the late-signing period in May. During the
                 Off-Season, the CSX Off-Season Spotlight will focus on notable
                 recruits, delving into their lives on and off the court as well
                 as their significance to their respective college programs.
                 Throughout the year, ICP shall provide a bi-monthly National
                 Column covering regional recruiting news, including reports
                 from major high school all-star games and camps.

            (I)  Breaking Stories.  Utilizing the exclusive CSX writer network,
                 updates of breaking NCAA basketball stories.

CONFIDENTIAL
<PAGE>

                                   EXHIBIT I
                                 AOL Approval
                                 ------------

A.   AOL-Approved Links

     AOL hereby approves the following links, subject to all terms and
conditions contained in the Agreement, including without limitation, AOL's right
to withdraw its approval pursuant to the Agreement, including but not limited
to, Section 1.3 of the Agreement:

     1.   each Athlete Online Area at http://www.athlete direct.com for Athletes
          approved by AOL pursuant to Exhibit A.1.1.2(C)
     2.   Stars Online Area Content set forth in Exhibit G located on the Star
          Web Area at http://www.athletedirect.com in accordance with the terms
          of this Agreement
     3.   commerce areas on, or through subpages on,
          http://www.athletedirect.com and http://www.psx.com where only the
          Products approved by AOL subject to this Agreement are offered, sold
          and/or licensed by ICP in accordance with the terms of this Agreement
     4.   http://www.athletedirect.com home page
     5.   http:www.psx.com home page

The Content contained in http://www.athletedirect.com and http://www.psx.com, or
to be contained in such sites upon commercial launch of such sites or a
reasonable time thereafter, shall be as described below in Paragraph C.  Without
limiting any other rights or remedies AOL may have under this Agreement, AOL
reserves the right to withdraw its approval to links to such site(s) if such
site(s) do not conform to the descriptions set forth below in Paragraph C.

B.   AOL-Approved Product Categories*

     AOL hereby approves ICP's offer or sale of the following categories of
sports-related Products in or through the Online Area:

     [*]

[*]: Mass-produced, generally available team or league branded headgear,
footwear, swimwear, and apparel (i.e. sweaters, sweatshirts, jackets, shirts,
shorts, pants, sweatpants, and undergarments).

*  Notwithstanding AOL's approval of the above categories of Products, the
Placements and any Content or Links on the AOL Network (including the Welcome
Mats and the hybrid browsers) shall not advertise or promote music or books,
without AOL's prior approval.

**  Notwithstanding the foregoing, these categories of Products which are
licensed and sold on a Linked ICP Interactive Sites in accordance with the terms
of this Agreement shall not be subject to AOL's right to revoke its  approval
for ICP to sell or license such Products in or through such Linked ICP
Interactive Site based upon exclusivities or other contractual commitments
granted by AOL after the Effective Date.

***  Each of the categories of sports merchandise shall be subject to AOL's
right to revoke its approval based upon its exclusivity or other contractual
commitments, including without limitation, those granted by AOL after

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[*] Portions have been omitted pursuant to a confidential treatment request.
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the Effective Date, but AOL shall not exercise such right with respect to all
such categories.

C.   Description of Content

A.   http://www.athletedirect.com

     1.   General Description of Content and Commerce

          Athlete-oriented content, including content designed to provide
          Athlete-user interaction
          Athlete-related commerce

          Member Generated Content: None. Intent to include content such as:
          chat rooms; live participation by athletes through text, audio, and
          video by athletes; interaction between athletes and fans in real-time
          application; message boards featuring questions from users and answers
          from athletes to a limited number of posts; member-designed web pages
          and content; member-designed contests and activities; fan clubs
          centered around athletes including community activities; member-driven
          commerce.

          Premium Content: Intent to include content such as: audio, video, and
          text programming involving athletes on a pay-per-view, pay-per-use, or
          subscription basis; fan clubs which may involve registration fees;
          information and other special content which may be charged for.

          Update Frequency: No less than on a day-part basis on many screens;
          daily on most screens, no less than weekly on all non-generic screens.

     2.   Features

          Integrated Features or Links to Such Features: Intent for features to
          include: official home pages of athletes; other athlete-related and
          sport-related content; content directly from athletes; celebrity
          related content. Regular features include first-person account from
          athletes, Q and A, chats, games, contests, news, and sports
          information. Multimedia content. Sports stores.

          Integrated Search Engines: Intent for site to contain internal search
          features (not search capacity for other interactive areas).  To the
          extent the site contains external search features, such features shall
          be Two Clicks away from the AOL Network.  No integrated search engine
          shall contain the branding of any other Interactive Service or any
          entity reasonably construed to be in competition with AOL component
          products.

          Integrated Community: Intent to operate communities using chat,
          message boards, fan clubs, and other interactivities.

          Instant Messaging or Other Integrated Communications: Intent for site
          to contain integrated communication features; provided that, ICP shall
          use AOL products for all instant messaging services and other
          integrated communications features viewed by, available to or utilized
          by AOL Members. ICP shall not enter into any contractual arrangement
          with any third party for the provision of instant messaging services
          or other integrated communications features to be viewed by, available
          to or utilized by non-AOL Members without giving prior written notice
          thereof to AOL and, for a period of thirty (30) days thereafter,
          negotiating in good faith with AOL the terms and conditions upon which
          AOL would provide such services to ICP.

          Free Email: None.

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<PAGE>

     3.   Technologies Employed: Server & Operating System:  The operating
          system and database of choice for the Athlete Direct system is planned
          to be UNIX operating system (Solaris) on Sun hardware with an Oracle
          relational database design.

          Application Server: The application server for the Athlete Direct
          system is planned to be implemented in an open systems design using
          open standards, a mature technology which provides API's for third
          party vendor solutions, is scalable, customizable and supports
          standard commerce and encryption requirements.

B.   http://www.psx.com

     1.   General Description of Content and Commerce

          Sports league, game, team and player information
          Sale and promotion of Premium Information Products
          Sports-related commerce

          Member Generated Content (e.g., chat, live events, message boards,
          personals and classifieds): Intent for site to include content such
          as: member-driven team clubs centered around specific sports teams or
          groups; chat rooms; member-driven commerce live participation by
          sports personalities through text, audio, and video by athletes;
          interaction between sports personalities and fans in real-time
          application; message boards featuring questions from users and answers
          from sports personalities to a limited number of posts; member-
          designed web pages and content; member-designed contests and
          activities.

          Premium Content: Intent to include content such as: audio, video, and
          text programming involving sports personalities on a pay-per-view,
          pay-per-use, or subscription basis; clubs which may involve
          registration fees; information and other special content which may be
          charged for, to include such products as My Baseball Daily, My
          Football Daily, derivatives of such products in other sports; Fred
          Edelstein's Football Insider; derivatives of such products involving
          other sports and/or sports personalities.

          Update Frequency: Premium Content offerings will be updated, dependent
          upon the nature of the offering, intra-daily, daily, weekly, monthly,
          as a one-time product, or any variable therein. The main page will be
          updated no less than weekly.

     2.   Features

          Integrated Features or Links to Such Features: Intent to include
          sports editorial information, columns, news, scores, statistics, links
          to relevant sports information or sites of interest, links to all
          premium content offerings available by or through PSX. Sports stores

          Integrated Search Engines:  Intent for site to contain internal search
          features (not search capacity for other interactive areas). To the
          extent the site contains external search features, such features shall
          be Two Clicks away from the AOL Network.  No integrated search engine
          shall contain the branding of any other Interactive Service or any
          entity reasonably construed to be in competition with AOL component
          products.

          Integrated Community: Intent to establish communities including team
          fan clubs and related offerings using chat, message boards, and other
          interactivities and involving participation by sports personalities
          and deep editorial information

          Instant Messaging or Other Integrated Communications: Intent for site
          to contain integrated communication features; provided that, ICP shall
          use AOL products for all instant messaging services and

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<PAGE>

          other integrated communications features viewed by, available to or
          utilized by AOL Members. ICP shall not enter into any contractual
          arrangement with any third party for the provision of instant
          messaging services or other integrated communications features to be
          viewed by, available to or utilized by non-AOL Members without giving
          prior written notice thereof to AOL and, for a period of thirty (30)
          days thereafter, negotiating in good faith with AOL the terms and
          conditions upon which AOL would provide such services to ICP.

          Free Email: None.

     3.   Technologies Employed: Server & Operating System:  The operating
          system and database of choice for the PSX system is intended to be
          UNIX operating system (Solaris) on Sun hardware with an Oracle
          relational database design.

          Application Server: The application server for the PSX system is
          intended to be implemented in an open systems design using open
          standards, a mature technology which provides API's for third party
          vendor solutions, is scalable, customizable and supports standard
          commerce and encryption requirements.

          In addition, PSX uses commercial software such as Netscape Publishing
          System to create its subscription products.

CONFIDENTIAL
<PAGE>

                                   EXHIBIT J
                                   ---------


                                      [*]



[*] Portions have been omitted pursuant to a confidential treatment request.

<PAGE>

                                   Exhibit K
                                   ---------
                        AOL Team Pages Update Schedule
                        ------------------------------

I.    All Teams in Three Major Professional Sports plus Key (up to 10) Hockey
      Teams

      In-Season:    Editorial: Daily, plus day-part programming for breaking
                    stories of major import as reasonably determined by AOL with
                    consultation of E-Sport .
                    Photos: Daily, plus in conjunction with breaking stories
                    above.
                    Links: Daily

      Off-season:   Editorial: Three times per week, plus breaking stories of
                    major import as reasonably determined by AOL with
                    consultation of E-Sport
                    Photos: Three times per week, plus in conjunction with
                    breaking stories above.
                    Links: Daily sweep


II.   Major College Pages - One combined page per major college team - (Up to
      60)

      August 1 - April 7:  Editorial: Daily, plus day-part programming for
                           breaking stories of major import as reasonably
                           determined by AOL with consultation of E-Sport
                           Photos: Daily, plus in conjunction with breaking
                           stories above.
                           Links: Daily

      April 7 - August 1:  Editorial: Twice per week, plus breaking stories of
                           major import as reasonably determined by AOL with
                           consultation of E-Sport
                           Photos: twice per week, plus in conjunction with
                           breaking stories above.
                           Links: Four times per week


III.  Minor College Pages -- One combined page per minor college team -remaining
      Division I football and selected Division I basketball (Up to 60)

      August 1 - April 7:  Editorial: Three times per week, plus breaking
                           stories of major import as reasonably determined by
                           AOL with consultation of E-Sport
                           Photos: Three times per week, plus in conjunction
                           with breaking stories above.
                           Links: Four times per week

*  non major hockey teams will use this schedule in-season

      April 7 - August 1:  Editorial: Once per week, plus breaking stories of
                           major import as reasonably determined by AOL with
                           consultation of E-Sport
                           Photos: Once per week, plus in conjunction with
                           breaking stories above.
                           Links: Three times per week

*  non major hockey teams will use this schedule off-season