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                                                                    EXHIBIT 10.1


CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR
CONFIDENTIAL TREATMENT; SUCH PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC

                             TICKET CENTER AGREEMENT

        THIS TICKET CENTER AGREEMENT ("Agreement") is entered into as of the 1st
day of August, 1998, by and between Ticketmaster-Oregon, an Oregon general
partnership of Tom Lasley, David Orkney, Duane Mellon, Wayne Jackson and Norm
Daniels, and G. I. Joe's, Inc., an Oregon corporation ("Ticket Center"), with
reference to the following facts:

        WHEREAS, Ticketmaster is in the business of, among other things,
designing, building, operating and servicing computerized systems for the
purposes of producing, selling, auditing and controlling sales of admission
tickets to public events;

        WHEREAS, Ticketmaster is engaged from time to time by, among others,
entertainment artists, concert promoters, theatrical groups, symphonies, operas,
ballets, radio stations, colleges and universities and professional athletic
clubs to produce and sell tickets to events promoted or sponsored by such
individuals or organizations; and

        WHEREAS, Ticket Center desires to, and Ticketmaster desires to permit
Ticket Center to, utilize certain aspects of the TM System (as defined in
Section 1.(j) below) and other services of Ticketmaster for the purposes of
producing, selling, auditing and controlling the sale of admission tickets to
such events, said sales being conducted from the Locations (as defined Section
1. (f) below).

        NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:

        1. Definitions: As used in this Agreement, the following terms shall
have the respective meanings indicated below unless the context otherwise
requires:

               (a) Attraction: A sporting event or other entertainment feature
        of any nature or description for which Tickets are sold.

               (b) Commission: The amount of compensation to Ticket Center
        determined in accordance with Section 4(d) of this Agreement.
        Commissions shall be the only portion of the total revenues the Ticket
        Center collects from the sale of Tickets which are not considered funds
        to be held in trust for remittance to Ticketmaster.

               (c) Customer Convenience Charge: The amount charged to a Ticket
        purchaser by Ticketmaster for the use of the TM System.

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               (d) Equipment: Those items of tangible personal property to be
        provided by Ticketmaster to Ticket Center pursuant to this Agreement.

               (e) Floor Space: The floor space supplied in each Location to
        Ticketmaster by Ticket Center for the installation of the Equipment.

               (f) Location: The business locations owned or controlled by
        Ticket Center. Locations may be added from time to time by mutual
        agreement. Locations shall be deleted if no longer owned or controlled
        by Ticket Center.

               (g) Location Employees: The employees of Ticket Center at a
        particular Location.

               (h) Payment Schedule: The schedule as set forth in Exhibit B
        [sic] attached hereto and incorporated herein, which governs the
        remittance of the proceeds of sales of Tickets by Ticket Center to 5.

               (i) TM System: The equipment and procedures established and
        maintained by Ticketmaster for the purpose of selling, auditing and
        controlling sales of Tickets for Attractions.

               (j) Ticket: A printed evidence of the right to occupy space at or
        participate in an Attraction.

               (k) User: Any natural person, partnership, corporation, joint
        venture or other entity which operates an Attraction for which Tickets
        are sold through the TM System.

        2.  Equipment and Software.

               (a) Ticketmaster shall supply, deliver, initially install,
        maintain and service the Equipment at each Location. The Equipment at
        each Location shall include such items as are required for the
        performance of Ticket Center's obligations hereunder, and such items may
        be supplemented or replaced by Ticketmaster in accordance with the
        provisions of this Agreement and the standard service procedures of
        Ticketmaster. With the exception of those costs paid by Ticket Center in
        accordance with the provisions of Section 3(a) hereof, Ticketmaster
        shall pay the cost of supplying, delivering and installing the Equipment
        at each of the Locations.

               (b) Ticketmaster shall provide supporting equipment at a central
        computer center at such location or locations as it shall deem necessary
        for the operation of the TM System which shall be connected by telephone
        lines to the Equipment at each of the Locations. The computer center
        equipment will be

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        available and operate during the Normal Business Hours of each Location.
        Ticket Center shall pay the cost of all telephone line connections
        between the central computer center and each of the Locations and all
        telephone monthly costs with respect to the operation of the Equipment
        during the term hereof.

               (c) Ticketmaster shall maintain the Equipment in good serviceable
        and operable condition. Maintenance and service costs shall be paid by
        Ticketmaster except under the terms and conditions specified herein.
        Ticketmaster shall make prompt and reasonable effort to repair or
        correct any problems which render the Equipment inoperable. In the event
        of the malfunction or inoperability of the Equipment, Ticket Center's
        exclusive remedy shall be that Ticketmaster make the necessary repairs,
        corrections or replacements. Ticketmaster shall have full and free
        access to the Equipment during Normal Business Hours at each of the
        Locations for the purpose of making service or maintenance calls. NO
        OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF
        MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,
        SHALL APPLY TO THE EQUIPMENT OR ANY SOFTWARE. UNDER NO CIRCUMSTANCES
        SHALL TICKETMASTER BE LIABLE FOR ECONOMIC, INCIDENTAL OR CONSEQUENTIAL
        DAMAGES RESULTING FROM EQUIPMENT FAILURE OR ANY CLAIM TICKETMASTER HAS
        BREACHED ITS DUTY TO REPAIR THE EQUIPMENT AS PROVIDED HEREIN.

               (d) Ticket Center shall use its best efforts to protect and keep
        the Equipment in good working condition. Ticket Center shall promptly
        notify Ticketmaster of any malfunction or damage to the Equipment or the
        TM System. In the event of damage to or malfunction of the Equipment
        caused by abuse, misuse or vandalism on the part of Ticket Center, its
        agents, servants, employees or representatives, Ticket Center shall be
        responsible for all costs of repairs or replacement.

               (e) Ticket Center shall not encumber or cause or permit any liens
        to be placed on any item of Equipment. Ticket Center shall give
        Ticketmaster immediate notice of any attachment or other judicial
        process affecting any item of Equipment and shall advise Ticketmaster of
        the exact location of the Equipment.

               (f) Neither Ticket Center nor its employees, agents, servants, or
        representatives shall alter, change, modify, copy, duplicate or add to
        the Equipment without the prior written consent of Ticketmaster. All
        alterations and improvements of whatsoever kind and nature shall belong
        to and become the property of Ticketmaster. Ticket Center acknowledges
        that the TM System and Equipment represent and contain certain
        proprietary and confidential data relating to the software and hardware
        configurations and the unique methods by which Ticketmaster utilizes the
        software and

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        hardware to accomplish the overall results of the TM System, and Ticket
        Center agrees that nothing of a technical or proprietary and
        confidential nature will be copied, duplicated or disclosed to any
        person or entity without the prior written consent of Ticketmaster.

               (g) Ticket Center shall use the Equipment only for the purposes
        specified in this Agreement and shall use and operate the Equipment in
        compliance with the laws of the jurisdiction governing the Locations.
        Ticket Center shall not move the Equipment from or between the Locations
        without the prior written consent of Ticketmaster.

               (h) Ticket Center acknowledges and agrees that it has not, and by
        the execution hereof, it does not have or will not obtain any title to
        the Equipment or any property right or interest, legal or equitable,
        therein, except its interest as Ticket Center under this Agreement. The
        Equipment and the TM System shall at all times be and remain the sole
        and exclusive property of Ticketmaster. Ticketmaster shall place labels
        or other identifying signs on each item of Equipment or other property
        of Ticketmaster in Ticket Center's possession. Ticket Center shall not
        remove, cover, alter or obliterate such labels or signs.

               (i) Upon termination of this Agreement or upon termination of a
        particular Location, Ticketmaster shall have the right to immediately
        remove Ticket Center or said Location, as applicable, from the TM
        System. Upon such a termination, Ticket Center shall immediately return
        the Equipment to Ticketmaster or make the Equipment available to be
        easily retrieved by Ticketmaster. The Equipment shall be in as good
        condition as when received by Ticket Center, ordinary wear and tear
        alone excepted. If the Equipment is not returned or made available in
        such manner, Ticket Center hereby agrees that Ticketmaster may enter any
        premises wherein the Equipment is located, remove the same without being
        in violation of any trespassing or similar laws, and charge the cost
        thereof to Ticket Center.

        3. Installation and Operation of Equipment and Software.

               (a) Ticket Center shall supply Floor Space to Ticketmaster in
        each Location for the proper installation and operation of the Equipment
        and the TM System. Ticketmaster shall have the right to approve such
        Floor Space, which approval shall not be unreasonably withheld. Floor
        Space shall be wired for electricity and telephone services in
        accordance with the specifications of Ticketmaster, and Ticket Center
        shall pay the cost of providing and maintaining such services during the
        term hereof Ticket Center shall equip each Location with suitable

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        counter space, partitioning and/or other fixtures necessary to present
        an attractive and easily accessible Ticket sales office, and Ticket
        Center shall pay the cost of equipping and maintaining such Ticket sales
        office. Ticket Center shall have the right to relocate Floor Space upon
        giving written notification to Ticketmaster prior to such relocation.

               (b) Ticketmaster shall use its best efforts to have each Location
        operational as quickly as possible. The date on which the first Location
        becomes operational is referred to hereinafter as the "Installation
        Date."

               (c) During the Normal Business Hours at each Location, Ticket
        Center shall staff the Ticket sales office at each Location with
        employees for the proper operation of the Equipment and the TM System.
        Ticketmaster shall, at its cost, train each Location Employee as to the
        operation and care of the Equipment and shall assist in training new
        Location Employees if and when needed. Further, Ticketmaster agrees to
        provide additional training to Location Employees should additional
        training become necessary due to changes in or a modification of the
        Equipment or Ticketmaster's method of operation.

               (d) Ticket Center shall use its best efforts to sell Tickets and
        shall make Tickets accessible to the public during the Normal Business
        Hours at each Location of Ticket Center. All sales of Tickets shall be
        made by Ticket Center to the general public only, and Ticket Center
        shall not utilize the TM System to obtain Tickets for the benefit of
        Ticket Center's officers, agents, employees or shareholders.

               (e) Ticket Center may only sell Tickets to customers physically
        present at a Location. Ticket Center may not accept orders for Tickets
        or effect sales of Tickets by telephone.

               (f) Ticketmaster shall give Ticket Center reasonable notice of
        the date on which Tickets for each Attraction will be available for sale
        through the TM Systems.

               (g) Scalping or brokering of Tickets by Ticket Center or any
        employee or agent of Ticket Center, or the providing of Tickets to third
        party scalpers or brokers through preferential sale or otherwise, or the
        providing of inside information concerning Attractions, will be
        considered to be a material breach of this Agreement and, in the event
        of such activity, Ticketmaster may terminate this Agreement immediately.

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               (h) Ticket Center shall comply with all policies and procedures
        reasonably promulgated by Ticketmaster in relation to sales of Tickets
        at ticket centers, and in the event of any breach of any such policy or
        procedure, Ticket Center shall be in default under this Agreement.

        4.  Accounting Procedure for Tickets.

               (a) Ticket Center agrees, as Ticketmaster's agent, to produce and
        sell Tickets to all Attractions, collect the proceeds from such sales
        and remit all proceeds, less commissions to Ticketmaster in accordance
        with the provisions of this Agreement and the Payment Schedule set forth
        in Exhibit A hereto.

               (b) Ticketmaster shall furnish Ticket Center with blank tickets
        for sale to customers ("Ticket Stock"). Ticket Center shall be
        responsible for the security of the Ticket Stock and risk of loss of the
        Ticket Stock shall shift to Ticket Center upon the delivery to Ticket
        Center or Ticket Center's authorized representative, agent or employee.
        For all ticket sales made through the TM System, Ticket Center shall use
        exclusively the Ticket Stock. Ticket Center shall make an accounting to
        Ticketmaster for all unused Ticket Stock upon Ticketmaster's request,
        and Ticketmaster shall have the right to inspect Ticket Center's
        inventory of Ticket Stock during then normal business hours of each
        Location as Ticketmaster deems necessary; provided, however, the
        inspection shall not be conducted in a manner or during a time that
        unreasonably interrupts Ticket Center's sales of Tickets. Ticket Center
        shall return to Ticketmaster all Tickets which are returned to or voided
        on the TM System or are canceled, defaced, mutilated or otherwise
        rendered unsalable. Ticket Center shall be responsible for any and all
        damages arising out of or resulting from missing or unaccounted for
        Tickets, including, but not limited to, costs of Ticket Stock, printing,
        and the face value of any such Tickets, if the face value is known, or
        $20.00 per Ticket, if the face value is not known.

               (c) Ticket Center shall, as Ticketmaster's agent, charge each
        Ticket purchaser the face value of the Ticket as prescribed by
        Ticketmaster plus a Customer Convenience Charge as specified by
        Ticketmaster. Ticketmaster may change the amount of the Customer
        Convenience Charge from time to time by giving Ticket Center notice
        thereof in writing or via the TM System, whereupon Ticket Center shall
        charge each Ticket purchaser such Customer Convenience Charge, as
        adjusted, immediately upon such effective date. Ticket Center may not
        change the amount of the Customer Convenience Charge otherwise than at
        the direction of Ticketmaster and may not assess any other charge
        against a Ticket purchaser.

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               (d) Ticket Center agrees its sole compensation for producing,
        selling and accounting for Tickets pursuant hereto shall be Commissions
        of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC]
        percent of the Customer Convenience Charge collected on each Ticket sold
        by Ticket Center, but in no event more than $[CONFIDENTIAL PORTION
        OMITTED AND FILED SEPARATELY WITH THE SEC] per Ticket. Ticket Center's
        Commission may be deducted by it concurrently with the remittance by
        Ticket Center of Ticket proceeds to Ticketmaster in accordance with the
        terms of the Payment Schedule.

               (e) Ticket Center shall accept only cash (not checks or credit
        cards) in payment of Tickets for all Attractions. Notwithstanding the
        foregoing, Ticketmaster may permit payment to be made by major credit
        card with respect to any Attraction, on notice to the Ticket Center via
        the TM System. Ticket Center shall bear any loss occasioned by
        acceptance of checks or credit cards in violation of this provision.

               (f) All receipts and proceeds from the sale of Tickets except for
        Commissions shall remain the property of Ticketmaster, shall be
        segregated from Ticket Center's other assets and shall be held in trust
        by Ticket Center on behalf of Ticketmaster. Except for commissions,
        Ticket Center shall have no right, title or interest in or to the Ticket
        proceeds or receipts. Ticket Center shall deposit all proceeds less
        commissions once a week in an account to be designated by Ticketmaster.
        Ticket Center shall not use any amounts due Ticketmaster as its own
        property, or to make loans to itself, or as collateral for loans from
        third parties to itself or otherwise, and such funds shall not be
        subject to assignment or alienation by Ticket Center or to the claims of
        creditors of Ticket Center.

               (g) Ticket Center acknowledges and agrees its obligations to
        remit and pay to Ticketmaster all receipts or monies due from sold or
        unaccounted for Tickets, less the Commission, and the rights of
        Ticketmaster in and to such remittance and payment, shall be absolute
        and unconditional and shall not be subject to any abatement, reduction,
        set off, defense, counterclaim or recoupment due or alleged to be due
        to, or by reason of, any past, or present or future claims which Ticket
        Center may have against Ticketmaster, or against any person for any
        reason whatsoever.

               (h) In the event of the cancellation of an Attraction, Ticket
        Center shall refund Tickets through its Locations in a manner and in an
        amount to be determined by Ticketmaster at the time of refund. Ticket
        Center shall not be required to make refunds unless directed in writing
        by Ticketmaster to do so.

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        5. Term. The term of this Agreement shall commence August 26, 1998, and
shall end on the tenth anniversary thereof. This Agreement shall be renewed for
additional five (5) year terms without any action necessary to be taken by the
parties hereto, unless either party notifies the other party, in writing, no
less than 60 days nor more than 120 days prior to the expiration hereof, of such
party's desire not to renew this Agreement.

        6.  Exclusivity and Restrictive Covenants.

               (a) During the term of this Agreement, Ticket Center shall sell
        only Tickets made available to it on the TM System, and no other tickets
        of any kind.

               (b) During the term of this Agreement, Ticket Center, any
        affiliate of Ticket Center, or any corporation, firm, partnership,
        company or entity which Ticket Center controls or is controlled by or is
        under common control with Ticket Center shall not compete in any manner
        whatsoever, directly or indirectly, with Ticketmaster or with any
        subsidiary or affiliate of Ticketmaster with respect to the TM System or
        any business or activity of Ticketmaster or of any subsidiary or
        affiliate of Ticketmaster, which is of a type which Ticketmaster was
        engaged in at the time of the execution hereof or of a type which it may
        engage in during the term hereof, in those counties in which a TM System
        is currently in operation or which may be in operation during the term
        hereof.

               (c) In the event Ticketmaster or Ticket Center shall cease to do
        business, this Agreement may be terminated by Ticketmaster upon full and
        complete settlement of all obligations between the parties hereto.

               (d) Termination of this Agreement by either party shall not
        terminate the continuing confidentiality obligations imposed upon Ticket
        Center by the terms of this Agreement.

               (e) If any provision hereof is adjudicated invalid or illegal or
        otherwise unenforceable, but such provision may be made enforceable by a
        limitation or reduction of its scope, Ticket Center agrees to abide by
        such limitation or reduction as may be necessary to make such provision
        enforceable to the fullest extent permitted by applicable law.

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        7.  Default by Ticket Center.

               (a) If Ticket Center shall fail in the performance of any term,
        covenant or condition described herein, other than those terms,
        covenants and conditions described in Section 7(b), and such failure to
        perform shall continue for a period of ten (10) days after Ticket Center
        has received written notice thereof from Ticketmaster of such failure,
        then any such failure shall constitute an ordinary default. Further,
        from and after the date on which Ticketmaster shall have notified Ticket
        Center of its default, the obligations of Ticketmaster hereunder shall
        be suspended until such time as Ticket Center cures such default.

               (b) If Ticket Center assigns, mortgages or encumbers, in any
        manner whatsoever, its interest under this Agreement, or if Ticket
        Center or any Location makes a bulk transfer of inventory and equipment,
        or if Ticket Center shall dissolve or commence winding up its activities
        to effect dissolution, liquidation or termination, or shall make an
        assignment for the benefit of creditors, or shall admit, in writing, its
        inability to pay its debts as they become due or shall file a voluntary
        petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent
        or shall file any petition or answer seeking any reorganization,
        arrangement, composition, readjustment, liquidation, dissolution or
        similar relief under any present or future statute, law or regulation,
        or shall file any answer admitting or not contesting the material
        allegations of a petition filed against it in any such proceeding, or
        shall seek, consent to, or acquiesce in, the appointment of any trustee,
        receiver or liquidator of Ticket Center or of all or any substantial
        part of the properties of Ticket Center, then and in any of such events,
        Ticket Center shall be in immediate default hereunder, and Ticketmaster
        shall not be required to give written notice to Ticket Center of such
        default.

               (c) In the event of any ordinary or immediate default by Ticket
        Center, Ticketmaster may, at its option, seek any one or more of the
        following remedies:

                      (i) Disconnect all terminals, Equipment and services from
        the central computer center to any or all Locations.

                      (ii) Take immediate peaceful possession of the Equipment
        wherever same may be located without demand, notice, or court order.

                      (iii) Sue for and recover any and all damages and losses
        resulting from Ticket Center's failure to perform the requirements of
        this Agreement.

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                      (iv) Obtain injunctive relief for any breach or threatened
        breach of the covenants contained in Section 2(f) or Section 6 hereof

                      (v) Terminate this Agreement.

                      (vi) Pursue any other remedy at law, in equity or
        otherwise.

               No remedy referred to herein is intended to be exclusive, but
        each shall be cumulative and in addition to any other remedy above or
        otherwise available to Ticketmaster at law, in equity or otherwise.

        8.  Default by Ticketmaster.

               (a) If Ticketmaster shall fail in the performance of any term,
        covenant or condition described herein and such failure to perform shall
        continue for a period of ten (10) days after Ticketmaster has received
        prior written notice thereof from Ticket Center of such failure, then
        such failure shall constitute a default.

               (b) In the event of any default by Ticketmaster, Ticket Center
        may, at its option, seek any one or more of the following as its sole
        remedies:

                      (i)  Terminate this Agreement.

                      (ii) Notify Ticketmaster to pick up the Equipment from the
        Locations and cease all services hereunder.

        9.  Insurance.

               (a) Ticket Center shall, at its own expense, provide and
        maintain, at all times during the term hereof, insurance to protect the
        Equipment against loss caused by fire, extended coverage, vandalism,
        malicious mischief and theft, with a policy limit of at least $5,000 per
        Equipment set-up per Location, or if greater, the full replacement value
        of the Equipment as determined by Ticketmaster. Should Ticket Center
        become unable to provide or maintain such insurance coverage, Ticket
        Center shall promptly notify Ticketmaster in writing prior to the
        expiration of any such coverage, and, thereafter, Ticketmaster shall
        have the right, but is not obligated, to provide insurance coverage for
        the occurrences specified above and charge Ticket Center the costs of
        such insurance coverage.

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               (b) Ticket Center shall provide, at its sole expense, any and all
        other forms of insurance, including, but not limited to, public
        liability and property damage insurance, required for its protection and
        the protection of Ticketmaster. Ticket Center shall indemnify and hold
        Ticketmaster harmless from and against any and all risks, claims,
        liabilities, expenses (including reasonable attorneys' fees) or causes
        of action arising from Ticket Center's use, possession or operation of
        the Equipment, except to the extent of damages caused by the negligence
        of Ticketmaster in the repair or maintenance of the Equipment.

               (c) All insurance provided and maintained by Ticket Center shall
        be in such amounts, under such forms of policies, upon such terms, for
        such periods and written by such companies or underwriters as
        Ticketmaster may approve, in all cases naming Ticketmaster as an
        additional named insured under the policy. All policies of insurance
        shall provide for at least ten days prior written notice of cancellation
        to Ticketmaster. Ticket Center shall furnish Ticketmaster with
        certificates of such insurance or other evidence satisfactory to
        Ticketmaster as to its compliance with the provisions of this Section.
        Ticketmaster may act as attorney for Ticket Center in making, adjusting
        and settling claims under and canceling such insurance and endorsing
        Ticket Center's name on any drafts drawn by insurers. Notwithstanding
        the foregoing, Ticketmaster may not settle any claim which would result
        in the imposition of additional liability on Ticket Center without the
        consent of Ticket Center.

               (d) Ticket Center shall, in the event of loss, damage, theft or
        destruction of Equipment covered by insurance pursuant to the terms of
        this Section 9, promptly remit to Ticketmaster all proceeds received on
        account thereof. In the event that such loss, damage, theft or
        destruction of Equipment is not covered by insurance pursuant to the
        terms of this Section 9, or to the extent of any deficiency in such
        insurance coverage, Ticket Center shall bear the risk of loss, damage,
        theft or destruction of such Equipment.

        10.  Advertising.

               (a) Ticket Center agrees to permit Ticketmaster to use Ticket
        Center's business name, logo and symbol and/or the business names of the
        Locations in any advertising or promotion which Ticketmaster may do to
        promote Ticket sales at such Locations.

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               (b) Ticketmaster shall have the right to advertise or to sell
        advertising to be placed on the back side of the Tickets and/or Ticket
        envelopes. Advertising printed on Tickets or Ticket envelopes shall be
        solely at the discretion of Ticketmaster; provided, however, the
        advertiser(s) and advertising shall not, directly, be in competition
        with Ticket Center. Ticketmaster shall receive the income derived from
        such advertising, and Ticket Center shall have no claim or interest in
        such income.

               (c) Ticket Center may, during the term hereof, provide and place
        advertisements in any form of media Ticket Center shall desire,
        advertising the availability of Tickets utilizing the TM System at each
        of the Locations. In all such advertisements, Ticket Center shall ensure
        that the name "Ticketmaster", the logo of Ticketmaster then in use and
        the central telephone number of Ticketmaster are displayed in the
        advertisement, as well as the address of all Locations where the Tickets
        may be purchased.

        11. Indemnity. Ticket Center shall indemnify Ticketmaster against, and
hold Ticketmaster harmless from, any and all claims, actions, damages, expenses
(including reasonable attorneys' fees), obligations, liabilities and liens
imposed on or incurred by or asserted against Ticketmaster or its successors or
assigns, or any joint venturer in Ticketmaster occurring as a result of Ticket
Center's management, operation, or use of the Equipment or the TM System.
Ticketmaster shall indemnify Ticket Center against, and hold Ticket Center
harmless from, any and all claims, actions, damages, expenses (including
reasonable attorneys' fees), obligations, liabilities and liens imposed on or
incurred by, or asserted against Ticket Center or its successors or assigns
arising out of any claim for patent, trademark or copyright infringement on the
Equipment or the TM System or arising out of negligent maintenance or repair of
the Equipment by Ticketmaster.

        12. No Joint Venture. The relationship of Ticketmaster and Ticket Center
hereunder shall in no way be construed to create a joint venture or partnership,
or to constitute Ticketmaster or Ticket Center as an agent or employee of the
other for any purpose other than as set forth herein.

        13. Assignment and Sublease. Without the prior written consent of
Ticketmaster, Ticket Center shall not (a) assign, transfer, pledge or
hypothecate, the Equipment or any part thereof, or any interest therein or (b)
permit the Equipment or any part thereof to be used by anyone other than Ticket
Center or the Location Employees. Provided, however, upon giving prior written
notice to Ticketmaster, Ticket Center may assign its rights hereunder to any
other party with the prior written consent of Ticketmaster, which consent shall
not be unreasonably

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withheld, provided such assignment shall not relieve Ticket Center of any of its
obligations hereunder. Any assignment, transfer, pledge or hypothecation for
which consent is required hereby and which is made without such consent shall be
void.

        14.  Miscellaneous.

               (a) Notices. Any notices permitted or required under this
        Agreement shall be given by personal delivery, deposited in the United
        States mail, postage fully prepaid, return receipt requested, addressed
        to the parties at the addresses set forth below or any other address as
        any party may, from time to time, designate by notice given in
        compliance with this section, facsimile transmission or any other means
        which results in actual notice.

               (b) Effect of Waiver. No delay or omission to exercise any right
        or remedy accruing to Ticketmaster upon any breach or default of Ticket
        Center shall impair any such right or remedy or be construed to be a
        waiver of any such breach or default; nor shall any waiver of any single
        breach or default be deemed a wavier of any other breach or default
        theretofore or thereafter occurring. Any waiver, permit, consent or
        approval on the part of Ticketmaster of any breach or default under this
        Agreement, or of any provision or condition hereof, shall be in writing
        and shall be effective only to the extent specifically set forth in such
        writing. All remedies, either under this Agreement, or by law or in
        equity or otherwise afforded Ticketmaster, shall be cumulative and not
        exclusive.

               (c) Attorneys' Fees. In the event of any action at law or in
        equity in relation to this Agreement, the prevailing party shall be
        entitled to a reasonable sum for its attorneys' fees.

               (d) Severability. In the event any one or more of the provisions
        contained in this Agreement shall for any reason be held to be invalid,
        illegal or unenforceable in any respect, such invalidity, illegality or
        unenforceability shall not affect any other provision of this Agreement,
        but this Agreement shall be construed as if such invalid, illegal or
        unenforceable provision had never been contained herein.

               (e) Binding Effect. The terms, conditions, provisions and
        undertakings of this Agreement shall bind and benefit each of the
        parties and their respective successors and permitted assigns.

PAGE 13 - TICKET CENTER AGREEMENT

<PAGE>   14




               (f) Applicable Law. This Agreement shall be governed by and
        construed in accordance with the laws of the State of Oregon.

               (g) Additional Documents. Each of the parties hereto agrees to
        execute and deliver such additional and further documents and
        instruments as may be necessary or appropriate to carry out the intent
        and purposes of this Agreement.

               (h) Amendments. This Ticket Center Agreement shall not be amended
        without the mutual consent of the parties hereto, which consent shall be
        evidenced by a written amendment to this Agreement executed by the
        parties.

               (i) Counterparts. This Agreement may be executed in any number of
        counterparts, each of which, when executed, shall be an original and all
        of which together shall constitute one and the same agreement.

               (j) Suspension. The obligations of the parties hereunder shall be
        suspended or, if applicable, of no further force or effect, to the
        extent that they are hindered or prevented from complying therewith
        because of labor disturbances, including strikes and lockouts, acts of
        God, fires, storms, accidents, failure of the manufacturer to deliver
        any unit of Equipment, shortage of parts for the repair and maintenance
        of the Equipment, governmental regulations or interference or any cause
        whatsoever not within the sole control of the party who is unable to
        perform.

               (k) No Representations Regarding Attractions. Ticketmaster does
        not, by the execution of this Agreement and the delivery of the
        Equipment and Tickets, make any representations or warranties of any
        kind whatsoever with respect to the number and/or the nature of
        Attractions for which Tickets are or will be sold through the TM System.

               (l) Representations Regarding Authority. Ticket Center represents
        and warrants to Ticketmaster Ticket Center has all requisite authority
        and has taken all requisite action to execute and perform this Agreement
        and the execution and performance of this Agreement by Ticket Center
        will not (with or without the giving of notice or the passage of time)
        conflict with, violate or breach any law, statute, rule or regulation,
        Ticket Center's governing instruments or any agreement or contract to
        which Ticket Center is a party or by which it or its assets are bound.

PAGE 14 - TICKET CENTER AGREEMENT

<PAGE>   15



               (m) Effective Date. This Agreement is effective as of August 1,
        1998.


TICKETMASTER-OREGON, INC., G. I. JOE'S, INC. an Oregon General Partnership an
Oregon Corporation


By:  /s/ Tom Lasley                 By:     /s/  Norm Daniels
   --------------------------            --------------------------------
      TOM LASLEY                             NORM DANIELS
Its:  Managing Partner              Its:  President

Address:                            Address:

1700 S.W. Fourth Avenue             9805 Boeckman Road
Suite 100                           Wilsonville, OR  97070
Portland, OR  97201

                                    Facsimile (503) 682-7200
Facsimile (503) 274-8937
                                    with a copy to:

                                    Terry DeSylvia, Esq.
                                    Brownstein, Rask, Arenz,
                                     Sweeney, Kerr & Grim, LLP
                                    1200 S.W. Main Building
                                    Portland, OR  97205

                                    Facsimile (503) 221-1074

PAGE 15 - TICKET CENTER AGREEMENT

<PAGE>   16


                                    EXHIBIT A

                                PAYMENT SCHEDULE

        Ticket Center shall make a daily accounting for Ticket sales and
unaccounted for Tickets based on computer, cash and related sales reports for
each Location. During the term of this Agreement, Ticket Center shall remit to
and pay Ticketmaster in cash the aggregate amount for all Ticket sales, plus the
Customer Convenience Charge for all such Ticket sales pursuant to Section 4(c),
plus the aggregate amount due for unaccounted for Tickets calculated pursuant to
Section 4(b), less the amount which Ticket Center is entitled to deduct pursuant
to Section 4(d), no later than Friday of each week for sales generated during
the week ending on the previous Saturday.