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Exhibit 10.6

                            STOCK PURCHASE AGREEMENT

                               THE PLAYERS NETWORK

                                       AND

                                KO VENTURES, LLC

                                 MARCH 21, 2003



1. Sale and Purchase of Shares

2. Seven Closings; Deliveries; Conditions

3. Certain Definitions

4. Representations, Warranties and Covenants of Company

5. Representation, Warranties and Covenants of Purchaser

6. Governance; Board Membership; Corporate Mission

7. Registration Covenants

8. Indemnification of Purchaser Against REB Gaming, Inc. and Others

9. Miscellaneous

EXHIBITS
2.2      Stock Option Agreement

SCHEDULES
4.5      Company material agreements
4.6      Company litigation
4.9      Company material changes
5.10     Purchaser material agreements
5.12     Purchaser financial statements

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                            STOCK PURCHASE AGREEMENT

                  THIS STOCK  PURCHASE  AGREEMENT  is made as of March 21, 2003,
between The Players Network ("Company"), a Nevada corporation,  and KO Ventures,
LLC ("Purchaser"), a California limited liability company.

                  Company and Purchaser  entered into that certain  Binding Term
Sheet on January 7, 2003,  pursuant to which the parties  entered into a binding
commitment to sell and purchase,  respectively,  in five installments 13,636,363
shares (the  "SHARES") of Company  Common Stock,  par value $.001 per share (the
"COMMON STOCK") and an option (the "OPTION") to purchase  10,000,000  additional
shares of Common Stock.  The parties sold and purchased,  respectively,  303,303
Shares,  comprising the first of such  installments,  for $100,000 on January 7,
2003 (the "First Closing"). The Binding Term Sheet contemplates that the parties
enter into this  Agreement by January 31, 2003,  and the parties  extended  that
date until March 21, 2003. The board of directors of Company,  after considering
the potential  benefits to Company and its  shareholders,  and in particular the
synergies,  capital  resources,  continuity and enhancement of shareholder value
that may result from the contemplated transaction, have determined that it is in
the best  interests  of  Company  and its  shareholders  to proceed as set forth
below.

                  IN  CONSIDERATION  of the mutual  covenants  contained in this
Agreement and the Binding Term Sheet, Company and Purchaser agree as follows.

                  1. SALE AND PURCHASE OF THE SHARES. Company has authorized the
sale of  13,636,363  Shares of Common  Stock on the  terms  and  subject  to the
conditions set forth in this Agreement.  At the Second through Seventh  Closings
(as defined in Section  2.1),  Company  shall sell to  Purchaser,  and Purchaser
shall buy from Company for cash, upon the terms and conditions contained in this
Agreement,  the  number  of  Shares  specified  below  at a  purchase  price  of
Thirty-Three Cents ($.33) per Share (the "Purchase Price per Share"), subject to
adjustment in certain cases as provided in Section 2.1 (a) below.

                  2.       SEVEN CLOSINGS; DELIVERIES; CONDITIONS.

                  2.1 SECOND THROUGH  SEVENTH  CLOSINGS.  Company shall sell and
Purchaser  shall buy for the Purchase Price per Share on six occasions  (each, a
"CLOSING" on the date indicated and collectively, the "Closings") the balance of
the  Shares  not  previously  sold and  purchased  at the First  Closing  on the
following dates (each, a "CLOSING DATE") in the amounts indicated:

                   SHARES           CLOSING DATE     AGGREGATE PURCHASE PRICE
                   ------           ------------     ------------------------
Second Closing       606,060       March 21, 2003    $   199,999.99
Third Closing      1,515,152       March 31, 2003    $   500,000.16*
Fourth Closing     1,060,606       April 18, 2003    $   349,999.98*
Fifth Closing      1,060,607       May 2, 2003       $   350,000.32
Sixth Closing      4,545,455       May 30, 2003      $ 1,500,000.10
Seventh Closing    4,545,455       August 31, 2003   $ 1,500,000.10

*  Subject to adjustment

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Each Closing shall take place at the offices of Company at 11:00 a.m. local
time.

         (a) In the event all conditions  precedent to  Purchaser's  duty to buy
and pay for  Shares at the Third  and/or  Fourth  Closings  are  satisfied,  but
Purchaser  fails to buy and pay for the  Shares as  required  above on either or
both of the respective Closing Dates for such two Closings,  Purchaser shall not
be in default  hereunder for a period of three weeks following the Third Closing
Date or two weeks following the Fourth Closing Date, respectively, provided that
Purchaser  shall remain  obligated to purchase  the Subject  Shares  during said
three-week  period or said  two-week  period at a price  increased  by $.025 per
share (two and one-half cents per share) for each week or portion thereof beyond
the relevant Closing Date on which Purchaser failed to buy and pay for Shares as
required  hereunder (up a maximum  purchase  price of $.405 per share for Shares
purchasable  at the Third Closing and $.38 for Shares  purchasable at the Fourth
Closing).  In the event  Purchaser  fails to buy and pay for the subject  Shares
following either such three-week period or two-week period, or fails to purchase
the Shares  purchasable  at the Fifth  Closing (as to which no extension  period
applies),  then Purchaser shall have no further duty or right to buy and pay for
the subject  Shares that were  required to be  purchased  and sold at the Third,
Fourth or Fifth  Closing,  respectively,  and the Company  shall have no duty or
right to sell  them to  Purchaser,  and the  liquidated  damages  provisions  of
Section 2.1(b) below shall apply to the  purchase(s)  that  Purchaser  failed to
make by the expiration of the relevant three-week period,  two-week period or at
the Fifth  Closing  and the  Company  shall  have the  right to seek and  obtain
additional debt or equity capital without Purchaser's consent.

         (b) In the event all conditions  precedent to  Purchaser's  duty to buy
and pay for  Shares  at the  Sixth  and  Seventh  Closings  are  satisfied,  but
Purchaser  fails to buy and pay for the  Shares as  required  above on either of
both of the respective Closing Dates for such two Closings,  Purchaser shall not
be in default  hereunder  for a period of 30 calendar  days  following  any such
Closing Date. During each such 30-day period (each, a "Cure Period"),  and until
Purchaser has performed as required hereunder,  Purchaser shall remain obligated
to buy and pay for the subject Shares. The parties acknowledge that in the event
Purchaser  has a duty to buy and pay for the  Shares but fails to do so during a
Cure  Period,  the  damages to Company  will be  significant  but  difficult  to
determine; and therefore, as liquidated damages and not as a penalty,  Purchaser
shall promptly upon each such failure  following a Cure Period pay to Company an
amount  equal to 10% of the  Purchase  Price due and  payable but unpaid at each
such Closing but Purchaser shall have no duty or right to buy, and Company shall
have no duty or right to sell, the Shares not bought by Purchaser at the subject
Closing.  In the event Purchaser fails to pay any such liquidated damages within
three business days following  written demand  therefor,  Company shall have the
right (but not the duty) on  Purchaser's  behalf to  contribute  to capital  and
cancel that number of Shares previously  purchased that at the closing bid price
on the day of  delivery  of such  demand  comprise  said 10%  liquidated  damage
remedy. Purchaser grants to Company a power of attorney coupled with an interest
to  effect  such  contribution  and  cancellation,  as well  as a stop  transfer
notation in Company's  records with respect to the affected  stock  certificate.
Purchaser  shall return for  cancellation  and  reissuance  minus the  cancelled
shares as appropriate one or more stock certificates to evidence said remedy.

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                  2.2  DELIVERY  OF  THE  SHARES  AND  OPTION.  Subject  to  the
satisfaction of the conditions set forth below, at each of the Closings, Company
shall  deliver to Purchaser  one or more stock  certificates,  registered in the
name of  Purchaser,  representing  the number of Shares to be  purchased by such
Purchaser at each of such  Closings and bearing an  appropriate  legend  stating
that the Shares have not been  registered  under the  Securities Act (as defined
herein) and cannot be sold unless  registered  under the  Securities  Act, or an
exemption from registration is available.  Such deliveries shall be made against
payment of the aggregate  purchase price therefor (the "Purchase Price") by wire
transfers  to the  account  designated  in writing by  Company,  of  immediately
available  funds at or within two business  days prior to each  Closing.  At the
Seventh Closing (August 31, 2003), and provided that Purchaser has purchased the
required Shares at the Second through Sixth Closings,  Company shall deliver the
Option in the form of EXHIBIT 2.2 to Purchaser.

                  2.3      CLOSING CONDITIONS.

                           (a) Company's respective  obligations to complete the
sale of the Shares and deliver the stock certificates representing the Shares to
Purchaser at each Closing shall be subject to the following conditions,  any one
or more of which may be waived by Company:

                           (1) receipt by Company of same-day  funds in the full
amount of the Purchase Price for the Shares being purchased hereunder;

                           (2) no statute,  rule,  regulation,  executive order,
decree, ruling or order shall have been enacted, entered, promulgated,  enforced
or issued by any court or governmental authority of competent jurisdiction which
prohibits,  restrains, enjoins or restricts the consummation of the transactions
described herein;

                           (3) the  accuracy  in all  material  respects  of the
representations  and warranties made by Purchaser  hereunder and the fulfillment
in all material respects of those obligations of Purchaser to be fulfilled prior
to each Closing;

                           (4) all  covenants  of  Purchaser  to be performed or
complied  with by Purchaser  shall have been  performed or complied  with in all
material respects; and

                           (5) at or prior to the Third  Closing  Company  shall
have  entered  into an  employment  agreement  with  Mark  Bradley  in form  and
substance satisfactory to both parties.

                  (b)  Purchaser's  obligations  to complete the purchase of the
Shares and deliver the Purchase  Price therefor to Company at each Closing shall
be subject to the following  conditions,  any one or more of which may be waived
by Purchaser:

                           (1)  receipt  by  Purchaser  of  stock   certificates
representing the Shares being purchased hereunder;

                           (2) no statute,  rule,  regulation,  executive order,
decree, ruling or order shall have been enacted, entered, promulgated,  enforced
or issued by any court or governmental authority of competent jurisdiction which
prohibits,  restrains, enjoins or restricts the consummation of the transactions
described herein;


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                           (3) the  accuracy  in all  material  respects  of the
representations  and warranties made by Company hereunder and the fulfillment in
all material respects of those obligations of Purchaser to be fulfilled prior to
each Closing;

                           (4) all  covenants  of  Company  to be  performed  or
complied  with by Purchaser  shall have been  performed or complied  with in all
material respects;

                           (5) at or prior to the Third  Closing  Company  shall
have  entered  into an  employment  agreement  with  Mark  Bradley  in form  and
substance satisfactory to both parties; and

                           (6) at or prior to the  Third  Closing  Andrew  Orgel
shall have been appointed Chief Executive Officer of Company.

                  3. CERTAIN DEFINITIONS. Unless the context otherwise requires,
the terms defined in this Section 3 shall have the meaning herein  specified for
purposes of this Agreement.

                  "AGREEMENT"  means this agreement,  including the exhibits and
appendices hereto.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "EXCHANGE  ACT" means the Securities and Exchange Act of 1934,
as amended from time to time.

                  "MATERIAL  ADVERSE CHANGE" means a material  adverse change in
the condition  (financial or  otherwise),  properties,  business,  or results of
operations taken as a whole.

                  "MATERIAL  ADVERSE EFFECT" means a material  adverse effect on
the condition  (financial or  otherwise),  properties,  business,  or results of
operations taken as a whole.

                  "REGISTRATION  STATEMENT"  means a  registration  statement on
Form S-3 filed with the Commission covering the re-sale of the Shares.

                  "SECURITIES  ACT" means the Securities Act of 1933, as amended
from time to time.

                  "10-KSB"  means  the  Annual  Report on Form  10-KSB  filed by
Company with the Commission for the year ended December 31, 2001.

                  "10-QSB"  means the  Quarterly  Report on Form 10-QSB filed by
Company with the Commission for the quarterly period ended September 30, 2002.

                  4.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  COMPANY.
Company hereby represents and warrants to Purchaser as follows.

                  4.1 ORGANIZATION  AND GOOD STANDING.  Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Nevada. Company has no subsidiaries.


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                  4.2 AUTHORIZED AND OUTSTANDING  CAPITAL STOCK. An aggregate of
25,000,000  shares of Common Stock,  par value $.001 per share,  are  authorized
under Company's Articles of Incorporation.  No other class or series of stock is
so authorized. As of January 20, 2003, Company had outstanding 13,484,195 shares
of Common Stock, par value $.001 per share (including shares issued to Purchaser
at the First Closing and shares recently  issued to Peter Rona),  and options or
warrants  outstanding  for the  issuance of an  additional  1,772,000  shares of
Common Stock.

                  4.3 SHARES.  The Shares have been duly  authorized  and,  when
issued,  delivered and paid for in the manner set forth in this Agreement,  will
be duly authorized, validly issued, fully paid and nonassessable.  No preemptive
rights or other  rights to subscribe  for or purchase  exist with respect to the
issuance  and sale of the  Shares by  Company  pursuant  to this  Agreement.  No
further  approval or authority of the  stockholders or the Board of Directors of
Company  will be required  for the issuance and sale of the Shares to be sold by
Company as contemplated herein.

                  4.4  CORPORATE  ACTS AND  PROCEEDINGS.  Company has full legal
right,  corporate  power and authority to enter into this  Agreement and perform
the transactions  contemplated  hereby. This Agreement has been duly and validly
authorized,  executed and  delivered  by Company.  The  execution,  delivery and
performance  of  this  Agreement  by  Company  and  the   consummation   of  the
transactions   herein  contemplated  will  not  violate  any  provision  of  the
organizational  documents  of Company and will not result in the creation of any
lien,  charge,  security  interest  or  encumbrance  upon any  assets of Company
pursuant to the terms or provisions of, or will not conflict with, result in the
breach or violation  of, or  constitute,  either by itself or upon notice or the
passage of time or both, a default under any agreement, mortgage, deed of trust,
lease,  franchise,  license,  indenture,  permit  or other  instrument  to which
Company  is a party  or by  which  Company  or its  properties  may be  bound or
affected  and in each case which  would have a  Material  Adverse  Effect or, to
Company's knowledge,  under any statute or any authorization,  judgment, decree,
order,  rule or regulation of any court or any regulatory  body,  administrative
agency or other  governmental  body applicable to Company or its properties.  No
consent,  approval,  authorization or other order of any court, regulatory body,
administrative  agency or other  governmental body is required for the execution
and  delivery  of  this  Agreement  or  the  consummation  of  the  transactions
contemplated by this Agreement, except for compliance with the Blue Sky laws and
federal securities laws applicable to the offering of the Shares. Upon Company's
execution and delivery,  and assuming the valid  execution  thereof by Purchaser
and payment of the Purchase Price,  this Agreement will constitute the valid and
binding obligations of Company, enforceable in accordance with its terms, except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'   and   contracting   parties'   rights   generally   and  except  as
enforceability  may be subject to general  principles of equity  (regardless  of
whether such  enforceability  is considered in a proceeding in equity or at law)
and except as the indemnification  agreements of Company in Section 8 hereof may
be legally unenforceable.

                  4.5  CONTRACTS.  The  contracts  described  in SCHEDULE 4.5 as
being in effect on the date  hereof that are  material  to Company,  are in full

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force and effect on the date  hereof;  and neither  Company,  nor, to  Company's
knowledge,  any  other  party  is in  breach  of or  default  under  any of such
contracts which would have a Material Adverse Effect.

                  4.6 NO ACTIONS. Other than as described in SCHEDULE 4.6, there
are no legal or  governmental  actions,  suits or  proceedings  pending  or,  to
Company's knowledge, overtly threatened to which Company is or may be a party or
of which  property  owned or  leased by  Company  is or may be the  subject,  or
related to  environmental or  discrimination  matters,  which actions,  suits or
proceedings, individually or in the aggregate, might prevent or might reasonably
be expected to materially and adversely affect the transactions  contemplated by
this Agreement or result in a Material Adverse Change;  and no labor disturbance
by the employees of Company exists or, to Company's knowledge, is imminent which
might reasonably be expected to have a Material Adverse Effect. Company is not a
party to or subject to the  provisions  of any  material  injunction,  judgment,
decree or order of any court,  regulatory  body  administrative  agency or other
governmental  body.  Company  is  not  a  party  to  any  collective  bargaining
agreement.

                  4.7 PROPERTIES.  Company has good and marketable  title to all
personal  property  reflected  as owned by Company in the  financial  statements
included  in the 10-KSB and  10-QSB.  Such  property is not subject to any lien,
mortgage,  pledge,  charge or encumbrance of any kind except (i) those,  if any,
reflected in such financial  statements  (including the notes thereto),  or (ii)
those which are not  material in amount and do not  adversely  affect the use of
such  property by Company.  Any property or building held under lease by Company
is held under valid,  existing  and  enforceable  leases,  free and clear of all
liens,  encumbrances,  claims,  and  defects  except  such as  would  not have a
Material  Adverse  Effect.  Company  owns or leases all such  properties  as are
necessary to its operations as now conducted.

                  4.8  PROPRIETARY  RIGHTS.   Company  has  not  registered  any
trademarks  or  copyrights  used in Company's  business as  currently  conducted
(collectively,  the "INTELLECTUAL  PROPERTY");  and (ii) to Company's  knowledge
(for each of the following  subsections (a) through (e)): (a) there are no third
parties who have any ownership  rights to any  Intellectual  Property that would
preclude Company from conducting its business as currently conducted;  (b) there
are currently no sales of any products that would  constitute an infringement by
a third  party of any  Intellectual  Property  owned,  licensed  or  optioned by
Company; (c) there is no pending or threatened action, suit, proceeding or claim
by others  challenging the rights of Company in or to any Intellectual  Property
owned,  licensed or optioned  by Company,  other than claims  which would not be
reasonably  expected to have a Material Adverse Effect;  (d) there is no pending
or  threatened  action,  suit,  proceeding  or claim by others  challenging  the
validity or scope of any  Intellectual  Property owned,  licensed or optioned by
Company,  other than  claims  which would not be  reasonably  expected to have a
Material Adverse Effect; and (e) there is no pending or threatened action, suit,
proceeding or claim by others that Company  infringes or otherwise  violates any
patent, trademark, copyright, trade secret or other proprietary right of others,
other than  claims  which  would not be  reasonably  expected to have a Material
Adverse Effect.

                  4.9  NO  MATERIAL  ADVERSE  CHANGE.  Since  the  date  of  the
financial statements included in the 10-QSB, and except as disclosed in SCHEDULE
4.9, (i) other than the letter  agreement with REB Gaming,  Inc., dated July 22,
2002,  Company  has  not  incurred  any  material  liabilities  or  obligations,
indirect,  or  contingent,  or  entered  into any  material  verbal  or  written
agreement or other  transaction  which is not in the ordinary course of business

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or which could  reasonably be expected to result in a material  reduction in the
future earnings of Company;  (ii) Company has not sustained any material loss or
interference  with its  businesses or properties  from fire,  flood,  windstorm,
accident or other calamity not covered by insurance;  (iii) Company has not paid
or declared  any  dividends or other  distributions  with respect to its capital
stock and Company is not in default in the payment of  principal  or interest on
any  outstanding  debt  obligations;  (iv) except as disclosed in SCHEDULE  4.9,
there has not been any change in the  capital  stock of  Company  other than the
sale of the Shares  hereunder  and at the First  Closing  [and shares or options
issued pursuant to employee equity incentive plans or purchase plans approved by
Company's Board of Directors],  or indebtedness  material to Company (other than
in the  ordinary  course of  business);  and (v)  there has not been a  Material
Adverse Change.  Company has terminated  said letter  agreement with REB Gaming,
Inc. and has no duties thereunder.

                  4.10  FINANCIAL  STATEMENT.  Malone  &  Bailey,  PLLC (a) have
expressed  their  opinion with respect to the financial  statements  included in
Company's 10-KSB for the fiscal year ended December 31, 2001, (b) have not given
Company any indication that they will not include such opinion in the 10-KSB for
the fiscal year ended  December 31, 2002 and (c) have  confirmed to Company that
they are independent accountants as required by the Securities Act and the rules
and regulations promulgated thereunder.

                  4.11  NO  DEFAULTS.  Except  as to  defaults,  violations  and
breaches  which  individually  or in the  aggregate  would  not be  material  to
Company,  taken  as a whole,  Company  is not in  violation  or  default  of any
provision of its articles of  incorporation or bylaws,  or other  organizational
documents,  or in breach of, or default  with  respect to, any  provision of any
material agreement filed as an exhibit to Company's filings with the Commission,
any judgment, decree, order, mortgage, deed of trust, lease, franchise, license,
indenture,  or  permit  to  which  it is a party  or by  which  it or any of its
properties  are bound;  and there does not exist any state of fact  which,  with
notice or lapse of time or both,  would constitute an event of breach or default
on the part of Company as defined in such  documents,  except  such  breaches or
defaults  which  individually  or in the  aggregate  would  not be  material  to
Company, taken as a whole.

                  4.12 COMPLIANCE. Company has not been advised, and neither has
any reason to believe, that it is conducting its business in compliance with all
applicable  laws,  rules and  regulations  of the  jurisdictions  in which it is
conducting business,  including, without limitation, all applicable local, state
and federal environmental laws and regulations; except where failure to be so in
compliance therewith would not have a Material Adverse Effect.

                  4.13 TAXES. Company has filed all necessary federal, state and
foreign income and franchise tax returns which are required to be filed,  or has
received  extensions  thereof,  and has paid or accrued  all taxes  shown as due
thereon,  and Company has no  knowledge  of a tax  deficiency  which has been or
might be asserted or threatened  against it which could have a Material  Adverse
Effect.  On each  Closing  Date all stock  transfer or other  taxes  (other than
income  taxes)  which are  required to be paid in  connection  with the sale and
transfer of the Shares to be sold to Purchaser  hereunder  will be, or will have
been,  fully paid or provided  for by Company and all laws  imposing  such taxes
will be or will have been fully complied with.

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                  4.14  BOOKS,  RECORDS  AND  ACCOUNTS.  The books,  records and
accounts of Company  and its  Subsidiaries  accurately  and fairly  reflect,  in
reasonable  detail, the transactions in, and dispositions of, the assets of, and
the results of  operations  of,  Company.  Company and each of its  Subsidiaries
maintains  a system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurances  that (i)  transactions  are executed in accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in accordance  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization  and (iv) the recorded  accountability  for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

                  4.15 NO OFFERING  MATERIALS.  Although  Company  has  provided
substantial amounts of written and unwritten  information to Purchaser,  Company
has not  distributed  and will not  distribute  prior  to the  Closing  Date any
offering material in connection with the offering and sale of the Shares.

                  4.16 INSURANCE. Company maintains insurance of the type and in
the amount  that  Company  reasonably  believes is  adequate  for its  business,
including, but not limited to, insurance covering all real and personal property
owned or leased by Company against theft, damage, destruction, acts of vandalism
and all other risks customarily insured against by similarly situated companies,
all of which insurance is in full force and effect.

                  4.17  INVESTMENT  COMPANY.   Company  is  not  an  "investment
company" or an "affiliated person" of, or "promoter" or "principal  underwriter"
for an investment  company,  within the meaning of the Investment Company Act of
1940, as amended.

                  4.18  CONTRIBUTIONS.  At no time since its  incorporation  has
Company,  directly  or  indirectly,  (i) used any  corporate  or other funds for
gifts, entertainment or other unlawful contributions to any candidate for public
office,  or failed to disclose  fully any  contribution  in violation of law, or
(ii) made any payment to any federal or state governmental  officer or official,
or other person charged with similar public or quasi-public  duties,  other than
payments  required  or  permitted  by the  laws  of  the  United  States  or any
jurisdiction thereof.

                  4.19 ADDITIONAL  INFORMATION.  Company represents and warrants
that the information  contained in the 10-KSB and 10-QSB,  which the Company has
furnished to Purchaser, is and will be true and correct in all material respects
as of the respective  dates that they were filed with the  Commission,  and does
not and  contain  any untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading,

                  5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER.

                  5.1 INVESTMENT INTENT AND EXPERIENCE. Purchaser represents and
warrants to, and covenants with,  Company that: (i) Purchaser is  knowledgeable,
sophisticated  and  experienced in making,  and is qualified to make,  decisions

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with respect to investments in shares  representing an investment  decision like
that involved in the purchase of the Shares, including investments in securities
issued by Company,  and has  requested,  received,  reviewed and  considered all
information  it deems  relevant in making an informed  decision to purchase  the
Shares;  (ii)  Purchaser is acquiring  the Shares in the ordinary  course of its
business and for its own account for  investment (as defined for purposes of the
Securities  Act  and the  regulations  thereunder)  only  and  with  no  present
intention of distributing any of such Shares or any arrangement or understanding
with any other  persons  regarding  the  distribution  of such Shares within the
meaning  of Section  2(11) of the  Securities  Act;  (iii)  Purchaser  will not,
directly or indirectly,  offer, sell,  pledge,  transfer or otherwise dispose of
(or solicit any offers to buy,  purchase or  otherwise  acquire or take a pledge
of) any of the  Shares  except  in  compliance  with the Act and the  Rules  and
Regulations; (iv) Purchaser has, in connection with its decision to purchase the
number  of  Shares,  relied  as to  information  from  Company  solely  upon the
documents provided to Purchaser in the course of its due diligence investigation
of Company and the  representations  and warranties of Company contained herein;
and (v)  Purchaser  has  assets  of at least  $5  million  and is an  accredited
investor  within the meaning of  Regulation D promulgated  under the  Securities
Act.

                  5.2 RESTRICTIONS ON TRANSFER.  Purchaser hereby covenants with
Company not to make any sale of the Shares  without  satisfying  the  prospectus
delivery  requirement  under the Securities Act, and Purchaser  acknowledges and
agrees that such Shares are not  transferable on the books of Company unless the
certificate submitted to the transfer agent evidencing the Shares is accompanied
by a separate officer's  certificate:  (i) in any reasonable form, (ii) executed
by an officer of, or other authorized person designated by, Purchaser, and (iii)
to the  effect  that  (A) the  Shares  have  been  sold in  accordance  with the
Registration  Statement,  all federal laws and  requirements,  including without
limitation  the  Securities  Act  and  the  rules  and  regulations  promulgated
thereunder  and any  applicable  state  securities  or blue sky laws and (B) the
requirement  of delivering a current  prospectus has been  satisfied.  Purchaser
acknowledges  that there may  occasionally be times when Company  determines the
use of the prospectus  forming a part of the  Registration  Statement  should be
suspended  until such time as an amendment  or  supplement  to the  Registration
Statement or the  Prospectus has been filed by Company and any such amendment to
the  Registration  Statement is declared  effective by the Commission,  or until
such  time as  Company  has  filed an  appropriate  report  with the  Commission
pursuant to the Exchange Act.  Purchaser  hereby covenants that it will not sell
any Shares pursuant to said prospectus  during the period commencing at the time
at which Company gives Purchaser  written notice of the suspension of the use of
said  prospectus and ending at the time Company gives  Purchaser  written notice
that  Purchaser may  thereafter  effect sales  pursuant to said  prospectus  and
Purchaser hereby  covenants that it will thereafter  solely utilize said amended
or supplemented  prospectus for the sale of Shares.  Purchaser further covenants
to notify Company promptly of the sale of any or all of its Shares.

                  5.3  AUTHORIZATION.  Purchaser further represents and warrants
to, and  covenants  with,  Company  that (i)  Purchaser  has full right,  power,
authority  and  capacity  to enter into this  Agreement  and to  consummate  the
transactions contemplated hereby and has taken all necessary action to authorize

                                       9
<PAGE>

the execution,  delivery and  performance of this  Agreement,  and (ii) upon the
execution and delivery of this  Agreement,  this  Agreement  shall  constitute a
valid and binding  obligation of Purchaser  enforceable  in accordance  with its
terms,  except  as  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency, reorganization,  moratorium or similar laws affecting creditors' and
contracting  parties'  rights  generally  and  except as  enforceability  may be
subject  to  general   principles   of  equity   (regardless   of  whether  such
enforceability  is considered in a proceeding in equity or at law) and except as
the  indemnification  agreements of Purchaser in Section 9 hereof may be legally
unenforceable.

                  5.4   RESTRICTION   ON  SALES,   SHORT   SALES   AND   HEDGING
TRANSACTIONS.  Purchaser  represents  and agrees  that during the period of five
business days immediately prior to the execution of this Agreement by Purchaser,
Purchaser  did  not,  and  from  such  date  through  the  effectiveness  of the
Registration Statement,  Purchaser will not, directly or indirectly,  execute or
effect or cause to be executed or effected any short sale, option or equity swap
transactions  in or with  respect  to the Common  Stock or any other  derivative
security transaction the purpose or effect of which is to hedge or transfer to a
third party all or any part of the risk of loss associated with the ownership of
the Shares by Purchaser.

                  5.5 NO LEGAL, TAX OR INVESTMENT ADVICE.  Purchaser understands
that nothing in this Agreement,  the Company Counsel Opinion Letter or any other
materials presented to Purchaser in connection with the purchase and sale of the
Shares constitutes legal, tax or investment advice. Purchaser has consulted such
legal,  tax and investment  advisors as it, in its sole  discretion,  has deemed
necessary or appropriate in connection with its purchase of the Shares.

                  5.6      FURTHER AGREEMENTS OF PURCHASER.

                  (a)  Purchaser  understands  that the Shares are being offered
and sold to it in  reliance  upon  specific  exemptions  from  the  registration
requirements  of the  Securities  Act,  the  rules and  regulations  promulgated
thereunder, and state securities laws and that Company is relying upon the truth
and  accuracy  of,  and  Purchaser's   compliance  with,  the   representations,
warranties,  agreements,  acknowledgments  and  understandings  of Purchaser set
forth herein in order to determine the  availability  of such exemptions and the
eligibility of Purchaser to acquire the Shares.

                  (b) Purchaser  understands  that its  investment in the Shares
involves a  significant  degree of risk and that the market  price of the Common
Stock  has been  volatile  and that no  representation  is being  made as to the
future value of the Common Stock.  Purchaser has the knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of an  investment  in the Shares and has the ability to bear the  economic
risks of an investment in the Shares.

                  (c) Purchaser  understands  that no United  States  federal or
state agency or any other  government or governmental  agency has passed upon or
made any recommendation or endorsement of the Shares.

                  (d)  Purchaser  understands  that,  until  such  time  as  the
Registration  Statement  has been  declared  effective or the Shares may be sold
pursuant to Rule 144 under the Securities Act without any  restriction as to the

                                       10
<PAGE>

number of securities as of a particular date that can then be immediately  sold,
the Shares will bear a restrictive  legend in  substantially  the following form
(and a stop-transfer  order may be placed against  transfer of the  certificates
for the Shares):

                   The securities  represented by this  certificate have
                   not been registered under the Securities Act of 1933,
                   as  amended.   The   securities   may  not  be  sold,
                   transferred   or   assigned  in  the  absence  of  an
                   effective  registration  statement for the securities
                   under said Act,  or an opinion of  counsel,  in form,
                   substance and scope reasonably acceptable to Company,
                   that  registration  is not required under said Act or
                   unless sold pursuant to Rule 144 under said Act.

                  (e) Purchaser's principal executive offices are in California.

                  (f) Purchaser  hereby  covenants  with Company not to make any
sale of the Shares under the Registration  Statement without effectively causing
the prospectus  delivery  requirement  under the Securities Act to be satisfied,
and Purchaser  acknowledges  and agrees that such Shares are not transferable on
the books of Company  unless the  certificate  submitted to the  transfer  agent
evidencing the Shares is accompanied by a separate Purchaser's Certificate:  (i)
in the form of  Appendix  II hereto,  (ii)  executed  by an officer of, or other
authorized person designated by, Purchaser, and (iii) to the effect that (A) the
Shares  have  been  sold in  accordance  with the  Registration  Statement,  the
Securities Act and any applicable  state securities or blue sky laws and (B) the
requirement  of delivering a current  prospectus has been  satisfied.  Purchaser
acknowledges  that there may occasionally be times when Company must suspend the
use of the prospectus  forming a part of the  Registration  Statement until such
time as an amendment to the Registration Statement has been filed by Company and
declared effective by the Commission, or until such time as Company has filed an
appropriate  report with the Commission  pursuant to the Exchange Act. Purchaser
hereby  covenants that it will not sell any Shares  pursuant to said  prospectus
during  the  period  commencing  at the time at which  Company  gives  Purchaser
written notice of the suspension of the use of said prospectus and ending at the
time Company gives Purchaser written notice that Purchaser may thereafter effect
sales pursuant to said prospectus. Purchaser further covenants to notify Company
promptly of the sale of any or all of its Shares and Purchaser  hereby covenants
that it will thereafter  solely utilize said amended or supplemented  prospectus
for the sale of Shares.

                  (g) Notwithstanding anything to the contrary contained herein,
at any time after the effectiveness of the Registration  Statement,  Company may
refuse to permit  Purchaser  to resell any Share  pursuant  to the  Registration
Statement for a period not to exceed ninety (90) days (the  "Blackout  Period");
PROVIDED  HOWEVER,   that  to  exercise  this  right,  Company  must  deliver  a
certificate  in writing to  Purchaser to the effect that a delay in such sale is
necessary  because  a  sale  pursuant  to  such  Registration  Statement  in its
then-current  form  would  not be in the  best  interests  of  Company  and  its
stockholders  due to  disclosure  obligations  of Company.  Notwithstanding  the
foregoing,  Company  shall not be entitled  to exercise  its right to block such
sales more than three (3) times  during the  effectiveness  of the  Registration
Statement or more than one (1) time in any  four-month  period.  Each  Purchaser
hereby covenants and agrees that it will not sell any Securities pursuant to the
Registration Statement during such Blackout Periods.


                                       11
<PAGE>

                  5.7  ORGANIZATION  AND GOOD  STANDING.  Purchaser is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of California. Purchaser has no subsidiaries.

                  5.8  OUTSTANDING  MEMBERSHIP  UNITS.  As of January 20,  2003,
Purchaser had outstanding  1,000,000  units of membership  interest held by four
persons and no options or warrants  outstanding  for the issuance of  additional
membership units.

                  5.9 COMPANY  ACTS AND  PROCEEDINGS.  Purchaser  has full legal
right,  power  and  authority  to enter  into this  Agreement  and  perform  the
transactions  contemplated  hereby.  This  Agreement  has been duly and  validly
authorized,  executed and delivered by Purchaser.  The  execution,  delivery and
performance  of  this  Agreement  by  Purchaser  and  the  consummation  of  the
transactions   herein  contemplated  will  not  violate  any  provision  of  the
organizational documents of Purchaser and will not result in the creation of any
lien,  charge,  security  interest or  encumbrance  upon any assets of Purchaser
pursuant to the terms or provisions of, or will not conflict with, result in the
breach or violation  of, or  constitute,  either by itself or upon notice or the
passage of time or both, a default under any agreement, mortgage, deed of trust,
lease,  franchise,  license,  indenture,  permit  or other  instrument  to which
Purchaser  is a party or by which  Purchaser or its  properties  may be bound or
affected  and in each case which  would have a  Material  Adverse  Effect or, to
Purchaser's knowledge, under any statute or any authorization, judgment, decree,
order,  rule or regulation of any court or any regulatory  body,  administrative
agency or other governmental body applicable to Purchaser or its properties.  No
consent,  approval,  authorization or other order of any court, regulatory body,
administrative  agency or other  governmental body is required for the execution
and  delivery  of  this  Agreement  or  the  consummation  of  the  transactions
contemplated by this Agreement, except for compliance with the Blue Sky laws and
federal  securities  laws  applicable  to  the  offering  of  the  Shares.  Upon
Purchaser's execution and delivery,  and assuming the valid execution thereof by
Company and payment of the Purchase  Price,  this Agreement will  constitute the
valid and binding  obligations of Purchaser,  enforceable in accordance with its
terms,  except  as  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of  creditors'  and  contracting   parties'  rights   generally  and  except  as
enforceability  may be subject to general  principles of equity  (regardless  of
whether such  enforceability  is considered in a proceeding in equity or at law)
and except as the  indemnification  agreements  of Purchaser in Section 8 hereof
may be legally unenforceable.

                  5.10  CONTRACTS.  The contracts  described in SCHEDULE 5.10 as
being in effect on the date hereof that are material to  Purchaser,  are in full
force and effect on the date hereof; and neither Purchaser,  nor, to Purchaser's
knowledge,  any  other  party  is in  breach  of or  default  under  any of such
contracts which would have a Material Adverse Effect.

                  5.11 NO ACTIONS.  There are no legal or governmental  actions,
suits or proceedings pending or, to Purchaser's knowledge, overtly threatened to
which  Purchaser  is or may be a party or of which  property  owned or leased by
Purchaser  is  or  may  be  the  subject,   or  related  to   environmental   or
discrimination matters, which actions, suits or proceedings,  individually or in
the aggregate,  might prevent or might  reasonably be expected to materially and

                                       12
<PAGE>

adversely affect the transactions  contemplated by this Agreement or result in a
Material Adverse Change;  and no labor disturbance by the employees of Purchaser
exists or, to  Purchaser's  knowledge,  is imminent  which might  reasonably  be
expected  to have a  Material  Adverse  Effect.  Purchaser  is not a party to or
subject to the provisions of any material injunction,  judgment, decree or order
of any court,  regulatory body administrative agency or other governmental body.
Purchaser is not a party to any collective bargaining agreement.

                  5.12  PROPERTIES.  Purchaser has good and marketable  title to
all personal property  reflected as owned by Purchaser in Purchaser's  financial
statements attached hereto as SCHEDULE 5.12. Such property is not subject to any
lien, mortgage,  pledge,  charge or encumbrance of any kind except (i) those, if
any, reflected in such financial  statements  (including the notes thereto),  or
(ii) those which are not material in amount and do not adversely  affect the use
of such  property by  Purchaser.  Any  property or building  held under lease by
Purchaser is held under valid,  existing and enforceable  leases, free and clear
of all liens, encumbrances,  claims, and defects except such as would not have a
Material  Adverse  Effect.  Purchaser owns or leases all such  properties as are
necessary to its operations as now conducted.

                  5.13  NO  MATERIAL  ADVERSE  CHANGE.  Since  the  date  of the
financial  statements  included in SCHEDULE 5.12, (i) Purchaser has not incurred
any material  liabilities or obligations,  indirect,  or contingent,  or entered
into any material verbal or written  agreement or other transaction which is not
in the  ordinary  course of business or which  could  reasonably  be expected to
result in a  material  reduction  in the  future  earnings  of  Purchaser;  (ii)
Purchaser  has  not  sustained  any  material  loss  or  interference  with  its
businesses or properties from fire, flood, windstorm, accident or other calamity
not covered by insurance; (iii) Purchaser has not paid or declared any dividends
or other distributions with respect to its capital stock and Purchaser is not in
default  in the  payment  of  principal  or  interest  on any  outstanding  debt
obligations;  (iv) there has not been any  change in the  capital  structure  of
Purchaser  or  indebtedness  material to  Purchaser  (other than in the ordinary
course of business); and (v) there has not been a Material Adverse Change.

                  5.14  NO  DEFAULTS.  Except  as to  defaults,  violations  and
breaches  which  individually  or in the  aggregate  would  not be  material  to
Purchaser,  taken as a whole,  Purchaser  is not in  violation or default of any
provision of its articles of organization or other organizational  documents, or
in breach  of, or  default  with  respect  to,  any  provision  of any  material
agreement,  any  judgment,  decree,  order,  mortgage,  deed  of  trust,  lease,
franchise,  license,  indenture, or permit to which it is a party or by which it
or any of its properties  are bound;  and there does not exist any state of fact
which, with notice or lapse of time or both, would constitute an event of breach
or default on the part of  Purchaser as defined in such  documents,  except such
breaches  or  defaults  which  individually  or in the  aggregate  would  not be
material to Purchaser, taken as a whole.

                  5.15 COMPLIANCE.  Purchaser has not been advised,  and neither
has any reason to believe, that it is conducting its business in compliance with
all applicable laws,  rules and regulations of the  jurisdictions in which it is
conducting business,  including, without limitation, all applicable local, state
and federal environmental laws and regulations; except where failure to be so in
compliance therewith would not have a Material Adverse Effect.


                                       13
<PAGE>

                  5.16 TAXES.  Purchaser has filed all necessary federal,  state
and foreign income and franchise tax returns which are required to be filed,  or
has received extensions thereof,  and has paid or accrued all taxes shown as due
thereon,  and Purchaser has no knowledge of a tax  deficiency  which has been or
might be asserted or threatened  against it which could have a Material  Adverse
Effect.  On each  Closing  Date all stock  transfer or other  taxes  (other than
income  taxes)  which are  required to be paid in  connection  with the sale and
transfer of the Shares to be sold to Purchaser  hereunder  will be, or will have
been,  fully paid or provided for by Purchaser  and all laws imposing such taxes
will be or will have been fully complied with.

                  5.17  BOOKS,  RECORDS  AND  ACCOUNTS.  The books,  records and
accounts of Purchaser  accurately and fairly reflect,  in reasonable detail, the
transactions  in,  and  dispositions  of,  the  assets  of,  and the  results of
operations of, Purchaser.  Purchaser  maintains a system of internal  accounting
controls  sufficient to provide reasonable  assurances that (i) transactions are
executed in accordance  with  management's  general or specific  authorizations,
(ii)  transactions are recorded as necessary to permit  preparation of financial
statements in accordance with generally  accepted  accounting  principles and to
maintain  asset  accountability,  (iii)  access to assets is  permitted  only in
accordance  with  management's  general or specific  authorization  and (iv) the
recorded  accountability  for assets is  compared  with the  existing  assets at
reasonable  intervals  and  appropriate  action  is taken  with  respect  to any
differences.

                  5.18 INSURANCE.  Purchaser maintains insurance of the type and
in the amount that Purchaser  reasonably  believes is adequate for its business,
including, but not limited to, insurance covering all real and personal property
owned or  leased  by  Purchaser  against  theft,  damage,  destruction,  acts of
vandalism and all other risks customarily  insured against by similarly situated
companies, all of which insurance is in full force and effect.

                  5.19  CONTRIBUTIONS.  At no time  since its  organization  has
Purchaser,  directly or  indirectly,  (i) used any  corporate or other funds for
gifts, entertainment or other unlawful contributions to any candidate for public
office,  or failed to disclose  fully any  contribution  in violation of law, or
(ii) made any payment to any federal or state governmental  officer or official,
or other person charged with similar public or quasi-public  duties,  other than
payments  required  or  permitted  by the  laws  of  the  United  States  or any
jurisdiction thereof.

                  5.20 ADDITIONAL INFORMATION. Purchaser represents and warrants
that  the  information  which  Purchaser  has  furnished  to  Company  regarding
Purchaser  and its  principals,  is and will be true and correct in all material
respects as of the date of their  delivery to Company,  and does not and contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading,

                  6. GOVERNANCE: BOARD MEMBERSHIP; CORPORATE MISSION.

                  6.1 APPOINTMENT OF THREE PURCHASER NOMINEES TO BOARD;  ACTIONS
IN ORDINARY COURSE. Concurrent with completion of the purchase and sale required
at the Third Closing,  or as soon thereafter as Purchaser  identifies a nominee,
Company shall cause a vacancy to exist on its board of directors and shall cause

                                       14
<PAGE>

such vacancy to be filled by Purchaser's nominee.  Concurrent with completion of
the purchase and sale required at the Fifth  Closing,  or as soon  thereafter as
Purchaser  identifies a nominee,  Company  shall cause a vacancy to exist on its
board of  directors  and shall  cause such  vacancy to be filled by  Purchaser's
nominee.  Concurrent  with  completion  of the purchase and sale required at the
Sixth Closing, or as soon thereafter as Purchaser identifies a nominee,  Company
shall  cause a vacancy to exist on its board of  directors  and shall cause such
vacancy  to be filled by  Purchaser's  nominee,  leaving  five duly  elected  or
appointed  members  of the board of  directors  in  office,  three of whom being
Purchaser's  nominees.  Company shall cause its board of directors to consist of
five  members  (three of whom members are  nominated by Purchaser in  accordance
with this  Agreement)  until August 31, 2003,  or the earlier  completion of the
Seventh Closing.

                  (a)      It is expressly agreed that without the prior written
                           consent of Purchaser  Company (i) will not  undertake
                           any action out of the  ordinary  course of  business,
                           including  but not  limited  to  granting  bonuses or
                           substantial  increases in compensation for employees,
                           financings,  reorganizations or divestitures and (ii)
                           will not  terminate  Andrew Orgel as Chief  Executive
                           Officer of Company,  during the period from execution
                           of this  Agreement  and the  completion  of the Sixth
                           Closing,  scheduled for May 30, 2003.  The obligation
                           expressed  in  this  paragraph  is  conditioned  upon
                           Purchaser  not  being  in  default  under  the  terms
                           hereof.

                  (b)      The  following  are not  deemed  out of the  ordinary
                           course for purposes of the preceding  paragraph  (a):
                           raises  of up to 22% for  three  of  Company's  staff
                           members  and  granting  to each a  one-time  12-month
                           employment  contract  providing for 6-month severance
                           in the event of termination without cause; compliance
                           with federal  securities  laws; and entering into the
                           employment agreement referred to in Section 2.3(a)(4)
                           and (b)(4) above.

                  6.2 CORPORATE  MISSION FOCUS.  The parties intend to use their
respective best efforts to enhance and expand the business,  good will and brand
name  recognition of Company as a gaming industry  specialty  company in several
broadcast and publication  media.  The parties intend that Company not engage in
other  industries  or lines of business  and to that end shall  cause  Company's
Bylaws to be amended  concurrent with the Second Closing to provide that Company
shall not engage in any such other  industries or lines of business  without the
vote of 80% of the directors then in office or 80% of the shareholders.

                  7.       REGISTRATION COVENANTS.

                  7.1      DEMAND REGISTRATION PROCEDURES AND EXPENSES.

                  (a) Company shall:

                           (1)      no  earlier  than six months  following  the
                                    Seventh  Closing,  and on one occasion  upon
                                    approval  of  Company's  Board of  Directors
                                    following a  recommendation  of a nationally
                                    or  regionally  recognized  investment  bank
                                    that is  prepared  to act as an  underwriter
                                    for the  subject  Shares,  prepare  and file

                                       15
<PAGE>

                                    with the Commission a Registration Statement
                                    relating  to the sale of the (a)  Shares  by
                                    Purchaser  and  (b)  all  other   Restricted
                                    Shares (as  defined in Rule 144  promulgated
                                    by the Commission  under the Securities Act)
                                    of  Company  Common  Stock  held by  Company
                                    directors,   officers  and  10%  or  greater
                                    stockholders   (collectively,   "REGISTRABLE
                                    SECURITIES") through the automated quotation
                                    system  of the  Over  the  Counter  Bulletin
                                    Board,  the  NASDAQ  National  Market or the
                                    facilities   of  any   national   securities
                                    exchange on which Company's  Common Stock is
                                    then   traded  or  in   privately-negotiated
                                    transactions;  PROVIDED  that the  aggregate
                                    number of shares so  registered  shall be no
                                    greater than the number  recommended by such
                                    investment bank; and PROVIDED FURTHER,  that
                                    if any limitation of the number of shares of
                                    Registrable  Securities  to be registered by
                                    the  Holders is  required  pursuant  to this
                                    Section  7.1,  the  number  of  shares to be
                                    included  shall be  determined on a pro rata
                                    basis (based upon the respective holdings of
                                    Registrable  Securities  by such the persons
                                    making demand under this Section 7.1).

                           (2)      use  its  reasonable   efforts   subject  to
                                    receipt  of   necessary   information   from
                                    Purchaser, to cause the Commission to notify
                                    Company of the  Commission's  willingness to
                                    declare the Registration Statement effective
                                    within  60  days   after  the   Registration
                                    Statement is filed by Company;

                           (3)      prepare  and file with the  Commission  such
                                    amendments    and    supplements    to   the
                                    Registration  Statement  and the  prospectus
                                    used  in  connection  therewith  as  may  be
                                    necessary to keep the Registration Statement
                                    effective   until   the   earlier   of   (i)
                                    twenty-four  (24) months after the effective
                                    date of the  Registration  Statement or (ii)
                                    the date on which the  Shares  may be resold
                                    by Purchaser without  registration by reason
                                    of Rule 144(k) under the  Securities  Act or
                                    any other rule of similar effect;

                           (4)      furnish  to  Purchaser  with  respect to the
                                    Shares  registered  under  the  Registration
                                    Statement (and to each underwriter,  if any,
                                    of such  Shares) such  reasonable  number of
                                    copies   of   prospectuses   in   order   to
                                    facilitate   the   public   sale  or   other
                                    disposition  of all or any of the  Shares by
                                    Purchaser;   PROVIDED,   HOWEVER,  that  the
                                    obligation  of Company to deliver  copies of
                                    prospectuses  to Purchaser  shall be subject
                                    to the  receipt  by  Company  of  reasonable
                                    assurances  from  Purchaser  that  Purchaser
                                    will comply with the  applicable  provisions
                                    of the  Securities  Act  and of  such  other
                                    securities  or  blue  sky  laws  as  may  be
                                    applicable  in  connection  with  any use of
                                    such prospectuses;

                                       16

<PAGE>

                           (5)      file  documents   required  of  Company  for
                                    normal   blue  sky   clearance   in   states
                                    specified in writing by Purchaser; PROVIDED,
                                    HOWEVER,  that Company shall not be required
                                    to  qualify  to do  business  or  consent to
                                    service of process  in any  jurisdiction  in
                                    which it is not now so  qualified or has not
                                    so consented; and

                           (6)      bear all  expenses  in  connection  with the
                                    procedures in paragraphs  (1) through (5) of
                                    this Section 7.1 and the registration of the
                                    Shares   pursuant   to   the    Registration
                                    Statement,  other than fees and expenses, if
                                    any,   of  counsel  or  other   advisers  to
                                    Purchaser   or  the   Other   Purchaser   or
                                    underwriting  discounts,  brokerage fees and
                                    commissions  incurred by  Purchaser  or such
                                    directors,   officers  and  10%  or  greater
                                    stockholders, if any.

                  (b) Company shall file the reports  required to be filed by it
under the  Securities  Act and the  Exchange  Act and the rules and  regulations
adopted by the  Commission  thereunder  (or, if Company is not  required to file
such  reports,  it will,  upon  the  request  of any  Purchaser,  make  publicly
available  other  information),  and it will  take  such  further  action as any
Purchaser may reasonably  request,  all to the extent required from time to time
to enable  such  Purchaser  to sell the Shares  without  registration  under the
Securities Act within the limitation of the exemptions  provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or (ii)
any similar rule or regulation  hereafter  adopted by the  Commission.  Upon the
request  of any  Purchaser,  Company  will  deliver  to such  holder  a  written
statement as to whether it has complied with such requirements.

                  7.2 TRANSFER OF SHARES AFTER REGISTRATION. Purchaser shall not
effect any  disposition  of the Shares or its right to purchase  the Shares that
would  constitute  a sale within the meaning of the  Securities  Act,  except as
contemplated in the Registration  Statement referred to in Section 7.1, and that
it shall promptly  notify Company of any changes in the information set forth in
the Registration Statement regarding Purchaser or its plan of distribution.

                  7.3   TERMINATION   OF   CONDITIONS   AND   OBLIGATIONS.   The
restrictions  imposed by Section 5 or this Section 7 upon the transferability of
the Shares shall cease and terminate as to any  particular  number of the Shares
upon  the  passage  of  twenty-four  months  from  the  effective  date  of  the
Registration  Statement  covering  such  Shares or at such time as an opinion of
counsel  satisfactory  in form and substance to Company shall have been rendered
to the effect that such conditions are not necessary in order to comply with the
Securities Act.

                  7.4  INFORMATION  AVAILABLE.   So  long  as  the  Registration
Statement is effective covering the resale of Shares owned by Purchaser, Company
will furnish to Purchaser:

                           (1)      upon request,  as soon as practicable  after
                                    available  (but  in the  case  of  Company's
                                    Annual  Report to  Stockholders,  within 120
                                    days  after the end of each  fiscal  year of
                                    Company),  one copy of (i) its Annual Report
                                    to  Stockholders  (which Annual Report shall
                                    contain  financial   statements  audited  in
                                    accordance    with    generally     accepted

                                       17
<PAGE>

                                    accounting  principles by a national firm of
                                    certified public  accountants),  (ii) if not
                                    included in substance  in the Annual  Report
                                    to  Stockholders,  its Annual Report on Form
                                    10-KSB,  (iii) if not  included in substance
                                    in its  Quarterly  Reports to  Shareholders,
                                    its  quarterly  reports on Form 10-QSB,  and
                                    (iv)  a   full   copy   of  the   particular
                                    Registration  Statement  covering the Shares
                                    (the  foregoing,  in  each  case,  excluding
                                    exhibits);

                           (2)      upon the reasonable request of Purchaser,  a
                                    reasonable   number   of   copies   of   the
                                    prospectuses  to supply  to any other  party
                                    requiring such prospectuses;

and Company, upon the reasonable request of Purchaser,  will meet with Purchaser
or a  representative  thereof at Company's  headquarters to discuss  information
relevant  for  disclosure  in the  Registration  Statement  covering  the Shares
subject to appropriate confidentiality limitations.

                  7.5 PIGGYBACK REGISTRATIONS. If at any time or times after the
date hereof  Company shall seek to register any shares of its Common Stock under
the  Securities Act for sale to the public for its own account or on the account
of others  (except with respect to  registration  statements on Form S-4, S-8 or
another form not generally available for registering the Registrable  Securities
for sale to the public),  Company shall  promptly give written notice thereof to
all holders of Registrable  Securities (the "HOLDERS").  If within 20 days after
their  receipt of such notice one or more Holders  request the inclusion of some
or all of the Registrable Securities owned by them in such registration, Company
will use its best efforts to effect the registration under the Securities Act of
such  Registrable  Securities.  In the case of the  registration  of  shares  of
capital  stock  by the  Company  in  connection  with  any  underwritten  public
offering,  if the  underwriter(s)  determines  that marketing  factors require a
limitation on the number of Registrable Securities to be offered, subject to the
following  sentence,  the Company shall not be required to register  Registrable
Securities  of the  Holders in excess of the  amount,  if any,  of shares of the
capital  stock which the principal  underwriter  of such  underwritten  offering
shall reasonably and in good faith agree to include in such offering in addition
to any amount to be registered for the account of the Company. If any limitation
of the  number of shares  of  Registrable  Securities  to be  registered  by the
Holders is required  pursuant to this  Section  7.5,  the number of shares to be
excluded shall be determined in the following  sequence:  (i) first,  securities
held  by  any  persons  not  having  any  contractual,   incidental  "piggyback"
registration  rights, (ii) second securities held by any Persons (other than the
Holders)  having  contractual,  incidental  "piggyback"  rights  pursuant  to an
agreement which is not this Agreement,  and (iii) third,  Registrable Securities
sought to be included by the Holders as  determined  on a pro rata basis  (based
upon the respective holdings of Registrable Securities by such Holders).

                  7.6 THIRD PARTY  BENEFICIARIES  OF  REGISTRATION  RIGHTS.  The
parties jointly and severally agree that Company directors,  officers and 10% or
greater  stockholders  are  and at all  relevant  times  shall  be  third  party
beneficiaries  of the  covenants of this Section 7 as and to the extent they are
provided for herein.


                                       18
<PAGE>

                  8.  INDEMNIFICATION OF PURCHASER AGAINST REB GAMING,  INC. AND
OTHERS.  Company  shall  indemnify and hold  harmless  Purchaser,  including the
provision  of legal  defense,  against  any and all  claims  or causes of action
brought by REB Gaming,  Inc.,  Northfield,  Inc., Stuart  Broadcasting or any of
their  affiliates or successors  based upon  termination of the letter agreement
described  in  Section  4.9 above and  failure  to  consummate  the  transaction
contemplated by such letter agreement, whether based on theories of interference
with prospective business advantage or otherwise.

                  9.       MISCELLANEOUS

                  9.1 NO BROKER'S OR FINDER'S  FEE.  Each party  represents  and
warrants to the other that there are no brokers, finders,  financial advisors or
similar  persons  entitled to  compensation  in connection  with the sale of the
Shares to  Purchaser.  Each party shall  indemnify  and hold  harmless the other
party  from  and  against  any such  compensation  claimed  as a  result  of any
agreement or understanding entered into or allegedly entered into by each party,
respectively.

                  9.2  NOTICES.  All  notices,  requests,   consents  and  other
communications  hereunder  shall be in writing,  shall be mailed by  first-class
registered or certified airmail,  confirmed  facsimile or nationally  recognized
overnight  express  courier postage  prepaid,  and shall be deemed given when so
mailed and shall be delivered as addressed as follows:

                           (1) if to Company, to:

                                            The Players Network
                                            4620 Polaris Avenue
                                            Las Vegas, Nevada 89103
                                            Attn:  President

                                    with a copy to:

                                            Joel M. Bernstein
                                            McDermott, Will & Emery
                                            2049 Century Park East
                                            34th Floor
                                            Los Angeles, California 90067

                                    or to such other person at such other
                                    place as Company  shall  designate
                                    to Purchaser in writing; and

                           (2) if to Purchaser, to

                                            KO Ventures, LLC
                                            9000 Crow Canyon Road
                                            Suite 221
                                            Danville, California 94506

                                       19
<PAGE>

                                            Attn:  Andrew Orgel

                                    with a copy to:

                                            William Evers, Esq.
                                            Foley & Lardner
                                            One Maritime Plaza, Sixth Floor
                                            San Francisco, California 94111

                                    or to such other  person at such other place
                                    as Company  shall  designate to Purchaser in
                                    writing.

                  9.3  CHANGES.  This  Agreement  may not be modified or amended
except   pursuant  to  an  instrument   in  writing   signed  by  an  authorized
representative of Company and Purchaser.

                  9.4  HEADINGS.  The  headings of the various  sections of this
Agreement have been inserted for  convenience of reference only and shall not be
deemed to be part of this Agreement.

                  9.5  SEVERABILITY.  In case any  provision  contained  in this
Agreement  should be  invalid,  illegal or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be affected or impaired thereby.

                  9.6 GOVERNING LAW;  ATTORNEYS'  FEES.  This Agreement shall be
governed by and  construed  in  accordance  with the laws of the State of Nevada
without  regard to the conflict of laws and the federal law of the United States
of America.  In the event any action is brought to enforce the covenants of this
Agreement,  the losing party shall pay the prevailing  party its attorneys' fees
and other  direct costs  incurred to enforce this  Agreement or seek damages for
its breach.

                  9.7  COUNTERPARTS.  This  Agreement  may be executed in two or
more counterparts, each of which shall constitute an original, but all of which,
when taken  together,  shall  constitute  but one  instrument,  and shall become
effective  when one or more  counterparts  have been signed by each party hereto
and delivered to the other parties.

                  9.8 ASSIGNMENT.  Purchaser may assign its rights  hereunder to
any entity  controlled by Purchaser,  provided that such  assignee(s)  makes all
representations and covenants incumbent upon Purchaser hereunder.

                  9.9  COOPERATION.  In  addition to and  without  limiting  the
foregoing  covenants  the parties shall use their best efforts to take, or cause
to be taken,  all  actions,  and to do, or cause to be done,  and to assist  and
cooperate with each other in doing all things necessary,  proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.


                                       20
<PAGE>

                  9.10 PROFESSIONAL FEES. Each party hereto shall be responsible
for the fees and expenses of legal  counsel and other  professional  advisors in
connection  with the  preparation of this  Agreement and the  performance of the
parties required at each Closing.

                  9.11  CONFIDENTIALITY;  PRESS  RELEASES,  PUBLIC  REPORTS  AND
ANNOUNCEMENTS.  The parties have entered into and shall continue to abide by the
terms of a confidentiality  agreement entered into as of January 7, 2003. Except
as is required by  applicable  law or court  order,  through  completion  of the
Seventh Closing,  or September 30, 2003,  whichever occurs first,  Company shall
consult with Purchaser and offer it a reasonable  opportunity to review, comment
upon and edit any  proposed  press  release or other  public  announcement  with
respect to the transactions that are the subject matter of this Agreement.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed by their duly authorized  representatives as of the day
and year first above written.

                                      THE PLAYERS NETWORK


                                      By:____________________________

                                      Its:


                                      KO VENTURES, LLC


                                      By:_____________________________

                                      Its:



                                       21
<PAGE>



                                  SCHEDULE 4.5
                                       TO
    STOCK PURCHASE AGREEMENT BETWEEN THE PLAYERS NETWORK AND KO VENTURES, LLC

                                         COMPANY MATERIAL CONTRACTS


<TABLE>
<CAPTION>
------------------------------- ------------------------ --------------- ---------------- -----------------------
                                                             START       EXPIRATION DATE         COMMENTS
      NAME OF AGREEMENT               OTHER PARTY             DATE          (IF ANY)
------------------------------- ------------------------ --------------- ---------------- -----------------------
<S>                             <C>                      <C>             <C>              <C>
Affiliate Services Agreement    Four Queens Hotel &      1/1/98          Ongoing          In-room & online
                                Casino                                                    service
------------------------------- ------------------------ --------------- ---------------- -----------------------
Master Services Agreement &     Station Casinos, Inc.    5/4/01          5/3/03           In-room & online
Addendum                                                                                  service
------------------------------- ------------------------ --------------- ---------------- -----------------------
Master Services Agreement       Trump Marina Hotel       3/4/02          3/3/04           In-room & online
                                Casino                                                    service
------------------------------- ------------------------ --------------- ---------------- -----------------------
Standard                        Grove Family Limited     9/1/01          8/31/04          Polaris facility
Industrial/Commercial           Partnership                                               rental agrmt.
Multi-Tenant Lease
------------------------------- ------------------------ --------------- ---------------- -----------------------
Fixed Sum Promissory Note       McDermott, Will & Emery  6/1/01          6/1/05 (or       Beginning balance
(Corporate)                                                              sooner)          $88,152.85
------------------------------- ------------------------ --------------- ---------------- -----------------------
Agreement                       Stella Productions       1/22/02         1/21/04          Studio rental revenue
                                                                                          share
------------------------------- ------------------------ --------------- ---------------- -----------------------
Marketing / Sales /             Uproar                   11/19/02        Ongoing          Outside non-gaming
Operations Agreement                                                                      hotel in-room sales
                                                                                          (commission deal only)
------------------------------- ------------------------ --------------- ---------------- -----------------------
Not named                       Mark Bradley             Not dated       Ongoing until    Deferment of salary
                                                                         settled          (approx. $32,000 as
                                                                                          of 12/31/03
------------------------------- ------------------------ --------------- ---------------- -----------------------
Sponsorship Advertising         E-Net Marketing          TBD             12 months from   Commercial
Agreement                                                                start date       advertising on PN
                                                                                          television
------------------------------- ------------------------ --------------- ---------------- -----------------------

</TABLE>


                                       22
<PAGE>



                                  SCHEDULE 4.6
                                       TO
    STOCK PURCHASE AGREEMENT BETWEEN THE PLAYERS NETWORK AND KO VENTURES, LLC

                               COMPANY LITIGATION

In August 2000, Company retained Nevada legal counsel with respect to NetBooth's
failure to meet its responsibilities under a (verbal) joint venture agreement to
create and market  interactive  kiosks.  A Complaint  was filed in the  District
Court of Clark County,  NV. No further  actions have been taken by Company since
2000.


                                       23
<PAGE>



                                  SCHEDULE 4.9
                                       TO
    STOCK PURCHASE AGREEMENT BETWEEN THE PLAYERS NETWORK AND KO VENTURES, LLC

                    COMPANY CHANGES SINCE SEPTEMBER 30, 2002

1.  Company  entered  into a Binding  Term Sheet with KO  Ventures,  LLC,  dated
January 7, 2003.

2. Company issued  600,000 shares of Common Stock,  par value $.001 per share to
Peter Rona for services rendered.




                                       24
<PAGE>



                                  SCHEDULE 5.10
                                       TO
    STOCK PURCHASE AGREEMENT BETWEEN THE PLAYERS NETWORK AND KO VENTURES, LLC

                          PURCHASER MATERIAL CONTRACTS


KO Ventures,  LLC Limited  Liability  Operating  Agreement  among Messrs.  Kole,
Orgel, Brukman and Fish, dated ________, 2002.


                                       25
<PAGE>




                                  SCHEDULE 5.12
                                       TO
    STOCK PURCHASE AGREEMENT BETWEEN THE PLAYERS NETWORK AND KO VENTURES, LLC

                        PURCHASER FINANCIAL STATEMENTS
                        KO VENTURES, LLC - BALANCE SHEET
                        05-MAR-03

ASSETS
         CURRENT ASSETS
         CHECKING/SAVINGS
                Citibank Checking                                 794,641.25

         TOTAL CHECKING/SAVINGS                                   794,641.25

         ACCOUNTS RECEIVABLE
                Accounts Receivable                                20,000.00

         TOTAL ACCOUNTS RECEIVABLE                                 20,000.00

         OTHER CURRENT ASSETS
                Deposits                                          105,800.00
                Stock Held for Investment                         684,177.06
                Partner Loans                                     125,000.00
                Tri-Valley Convertible Loan                       425,000.00

         TOTAL OTHER CURRENT ASSETS                             1,339,977.06

         TOTAL CURRENT ASSETS                                   2,154,618.31

         OTHER ASSETS
                Yosemite Plaza                                  8,100,000.00
                Malibu Land                                     6,500,000.00

         TOTAL OTHER ASSETS                                    14,600,000.00

         TOTAL ASSETS                                          16,754,618.31
                                                               =============

LIABILITIES & EQUITY
         LIABILITIES
         CURRENT LIABILITIES
         OTHER CURRENT LIABILITIES
                Short Term Loan                                    28,089.92
                Short Term Liabilities                             40,000.00
         TOTAL OTHER CURRENT LIABILITIES                           68,089.92

         TOTAL CURRENT LIABILITIES                                 68,089.92

         LONG TERM LIABILITIES
                Real Estate Loans                               9,528,000.00
         TOTAL LONG TERM LIABILITIES                            9,528,000.00

         TOTAL LIABILITIES                                      9,596,089.92
                                                               =============

EQUITY
                Appreciation of Assets                          1,500,000.00
                Partner Equity Accounts                         7,700,000.00
                Retained Earnings                                 217,884.19
                Net Income                                      1,823,587.42
         TOTAL EQUITY                                           7,158,528.39

         TOTAL LIABILITIES & EQUITY                            16,754,618.31

                                                               =============


<PAGE>