Exhibit 4.2  REGISTRATION
RIGHTS AGREEMENT  This
REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of March 17,
2005 by and among Sports Entertainment Enterprises, Inc. (d/b/a CKX, Inc.),
a corporation organized and existing under the Business Corporation Act of the
State of Colorado (the Company), Simon Robert Fuller an individual
resident in England (Fuller), and Fuller Nominees Limited, a company
incorporated under the laws of England and Wales (FNL and together
with Fuller, the Sellers) (each a Party, and collectively,
the Parties).  RECITALS:  A.Concurrently
with the execution of this Agreement, the Parties, Ingenious Ventures Limited,
a company incorporated under the laws of England and Wales, and CKX UK Holdings
Limited, a a company incorporated under the laws of England and Wales, have
entered into that certain Share Purchase Agreement, dated March 17, 2005
(the Share Purchase Agreement), pursuant to which the Sellers have
received and may receive an amount of shares (the cumulative, aggregate amount
of such shares on an ongoing basis, the Common Shares) of Common Stock
of the Company, no par value (the Common Stock) in exchange for the
sale to the Company of a certain number of shares of 19 Entertainment Limited,
a company incorporated under the laws of England and Wales.  B.Pursuant
to the Share Purchase Agreement, the Company has agreed to grant the Holders
(as defined below) the registration rights set forth in this Agreement.  NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:  1.Definitions.  The following terms when used in
this Agreement, including its Preamble and Recitals, shall, except where the
context otherwise requires, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):  (a)Affiliate
as applied to any Person, means any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person. For purposes of this definition, control (including, with
correlative meanings, the terms controlling, controlled by and under
common control with), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise, and, in addition to the foregoing, a
Person shall be deemed to control another Person if the controlling Person owns
15% or more of any class of voting securities (or other ownership interest) of
the controlled Person.  (b)Agreement
has the meaning set forth in the Preamble.  (c)Closing
means the closing under the Share Purchase Agreement.


(d)Commission
means the Securities and Exchange Commission or any other Federal agency at the
time administering the Securities Act.  (e)Common
Shares has the meaning set forth in the Preamble.  (f)Common
Stock has the meaning set forth in the Recitals.  (g)Company
has the meaning set forth in the Preamble.  (h)Demand
Request means as of any date, a request from the Holder(s) owning at least
40% of the aggregate amount of Common Shares received by the Holders(s) in connection
with the Share Purchase Agreement to cause the Company to effect the
registration of such shares under the terms hereof.  (i)Exchange
Act means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder, all as the same shall be in effect at the
time.  (j)Form S-1
means such form under the Securities Act as in effect on the date hereof or any
registration form under the Securities Act subsequently adopted by the
Commission used for the initial public offering of securities.  (k)Form S-3
means such form under the Securities Act as in effect on the date hereof or any
registration form under the Securities Act subsequently adopted by the
Commission which permits inclusion or incorporation of substantial information
by reference to other documents filed by the Company with the Commission.  (l)Holder
means any Person owning or having the right to acquire Registrable Securities,
or any assignee thereof in accordance with Section 11 hereof. If the Company
receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable Securities, the Company may act
upon the basis of the instructions, notice or election received from the
registered owner of such Registrable Securities.  (m)Immediate
Family means any relationship by blood, marriage, or adoption, not more
remote than first cousin.  (n)Initiating
Holder(s) means the Holder(s), or any successor assignee thereof as
contemplated by Section 11 hereof, initiating a registration request under
Section 2(a) below.  (o)Person
means any individual, partnership, corporation, joint venture, limited
liability company, association, trust, unincorporated organization, or
government or agency or political subdivision thereof or any other entity of
whatever nature.  (p)Register,
registered, and registration refer to a registration effected
by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document by the Commission.  2


(q)Registrable
Securities means, collectively, (i) the Common Shares received by the
Holders in connection with the Share Purchase Agreement, and (ii) any
shares of Common Stock hereafter distributed by the Company as a result of a
stock dividend, stock split, reclassification, recapitalization or otherwise by
virtue of the ownership of the Common Shares; provided, however,
that any such securities shall cease to be Registrable Securities when (A) such
securities shall have been registered under the Securities Act, the
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of pursuant to such effective registration statement; (B) such
securities shall have been otherwise transferred, if new certificates or other
evidences of ownership for them not bearing a legend restricting further
transfer and not subject to any stop transfer order or other restrictions on
transfer shall have been delivered by the Company and subsequent disposition of
such securities shall not require registration or qualification of such
securities under the Securities Act or any state securities law then in force; (C) such
securities shall cease to be outstanding; (D) the holding period that
would be applicable under Rule 144(k) of the Securities Act expires, such
securities are freely tradable by the Holder thereof under Rule 144(k)
without regard to volume limitations or other restrictions and the Company
shall have removed any restrictive legends and stop transfer restrictions with
respect to such securities; or (E) such securities are sold to the public
pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A)
under the Securities Act.  (r)Rule 144
means Rule 144 under the Securities Act, as such rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by
the Commission.  (s)Rule 144A
means Rule 144A under the Securities Act, as such rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by
the Commission.  (t)Securities
Act means the Securities Act of 1933, as amended, or any similar federal
statute and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the time.  (u)Sellers
has the meaning set forth in the Preamble.  (v)Series A
Preferred Stock means the Series A Convertible Redeemable Preferred
Stock, no par value, of the Company, having the number of votes per share equal
to the largest number of whole shares of Common Stock into which one share of Series A
Preferred Stock is convertible.  (w)Series A
Registration Rights Agreement is the registration rights agreement entered
into as of February 7, 2005, by and among the Company and the holders of Series A
Preferred Stock.  (x)Series B
Preferred Stock means the Series B Convertible Preferred Stock, no
par value, of the Company, having the number of votes per share equal to the
largest number of whole shares of Common Stock into which one share of Series B
Preferred Stock is convertible.  3


(y)Series B
Registration Rights Agreement is the registration rights agreement entered
into as of February 7, 2005, by and among the Company and the holders of Series B
Preferred Stock.  (z)Share
Purchase Agreement has the meaning set forth in the Recitals.  (aa)Violation
means any of the following statements, omissions or violations:  (i) any untrue statement or alleged
untrue statement of a material fact contained or incorporated by reference in a
registration statement filed under or referred to in this Agreement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto or any documents filed under state securities
or blue sky laws in connection therewith, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein,
including, without limitation, in any document incorporated by reference
therein, or necessary to make the statements therein, including, without
limitation, in any document incorporated by reference therein, not misleading,
or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any state
securities law arising from, relating to or in connection with the offer and
sale of Registrable Securities pursuant to this Agreement.  2.Demand Registration.  (a)Request
for Demand Registration.  Upon a
Demand Request seeking that the Company file a registration statement under the
Securities Act, the Company shall within ten (10) days of the receipt
thereof, give written notice (the Notice of Demand Request) of such request
to all Holders and any Holder desiring to have his or her Registrable
Securities included in such registration statement shall, within twenty (20)
days following the mailing of the Notice of Demand Request, so notify the
Company in writing in accordance with Section 18 below.  Subject to the limitations of Section 2(b) below,
the Company shall file (as expeditiously as practicable, and in any event
within sixty (60) days of the receipt of the Demand Request) and use
commercially reasonable efforts to effect, a registration statement under the
Securities Act with respect to all Registrable Securities requested to be
included by the Holders in accordance with this Section 2(a).  (b)If
the Initiating Holder(s) intend to distribute the Registrable Securities
covered by their request pursuant to Section 2(a) by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 2 and the Company shall include such information
in the written notice referred to in Section 2(a).  In such event, the right of any Holder to include
such Holders Registrable Securities in such registration shall be conditioned
upon such Holders participation in such underwriting and the inclusion of such
Holders Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority-in-interest of the Initiating Holder(s) and such Holder)
to the extent provided herein.  A
majority-in-interest of the Initiating Holder(s) of Registrable Securities
participating in the underwriting, in consultation with the Company, shall
select the managing underwriter or underwriters in such underwriting.  4


(c)All
Holders proposing to distribute their securities through such underwriting
shall (together with the Company as provided in Section 4(f)) enter into
an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by a majority-in-interest of such
Initiating Holder(s); provided, however, that no Holder participating in such
underwriting shall be required to make any representations, warranties or
indemnities except as they relate to such Holders ownership of shares and
authority to enter into the underwriting agreement and to such Holders
intended method of distribution, and the liability of such Holder shall be
limited to an amount equal to the net proceeds from the offering received by
such Holder.  (d)Notwithstanding
any other provision of this Section 2, if the underwriter advises the
Initiating Holder(s) in writing that market factors require a limitation of the
number of shares to be underwritten, then the Initiating Holder(s) shall so
advise the Company and the Company shall so advise all Holders of Registrable
Securities which would otherwise be underwritten pursuant hereto, and the
number of shares of Registrable Securities that may be included in the
underwriting shall be allocated as follows: 
(i) first, the aggregate amount of
Registrable Securities held by the Holders, until each such Holder has included
in the underwriting all shares requested by such Holder to be included, (ii) second, if the holders of the Series A Preferred Stock
or the holder of the Series B Preferred Stock have elected to participate
in such underwritten offering, the holders of the Series A Preferred Stock
and the holders of the Series B Preferred Stock shall be included on a pro
rata basis based upon the number of Registrable Securities requested to be
included in such underwritten offering, (iii) third,
the securities held by any other holders of securities of the Company having
registration rights, and (iv) fourth, the
securities to be sold for the account of the Company.  (e)The
Company shall not be required to cause a registration pursuant to Section 2(a) to
be declared effective within a period of ninety (90) days of the effective date
of any registration statement of the Company effected in connection with a
Demand Request, provided the Company has not breached its obligations under Section 2(a).
Additionally, the Company shall not be required to effect a demand registration
and, upon written notice from the Company, the holders of the Registrable
Securities will discontinue the disposition of their securities during any
blackout period (i) if the Board of Directors of the Company determines in
good faith that effecting such a registration or continuing such disposition at
such time would have a material adverse effect upon a proposed sale of all (or
substantially all) of the assets of the Company or a merger, reorganization,
recapitalization or similar current transaction materially affecting the
capital structure or equity ownership of the Company, or (ii) if the
Company is in possession of material information which the Board of Directors
of the Company determines in good faith it is not in the best interests of the
Company to disclose in a registration statement at such time; provided, however,
that the Company may only delay a demand registration pursuant to this Section 2(e) by
delivery of a blackout notice within fifteen(15) days of delivery of the notice
requesting a demand registration and, in any case, only for a period not
exceeding ninety (90) days (or until such earlier time as such transaction is
consummated or no longer proposed or the material information has been made
public) provided that the Company is actively employing in good faith
commercially reasonable efforts to cause such registration statement to be
declared effective.  There shall not be
more than one blackout period in any twelve (12) month period.  5


(f)The
Company shall not be obligated to effect in the case of a Demand Request
pursuant to Section 2(a), more than two (2) registrations (subject to
the next following sentence), and the Company shall not be required to register
an amount of securities that is less than 40% of the Registrable Securities. In
order to count as one of the two (2) demands permitted under Section 2(a),
the registration statement in respect thereof must have not been withdrawn or
materially interfered with by any governmental stop order, injunction or other
such decree (other than as attributable to actions or omissions of the Holders)
and not thereafter become effective, and all Registrable Securities which the
Holders requested to be registered pursuant to it must have been so included
pursuant to an effective registration statement.  (g)Subject
to the required minimum amount of securities to be registered contemplated by
the first sentence of 2(f) above, if the Company is eligible to use Form S-3
under the Securities Act (or any similar successor form) and shall receive from
the Initiating Holder(s) a Demand Request under Section 2(a), the
Initiating Holder(s) may request that the Company effect such registration on
such Form S-3 pursuant to Rule 415 of the Securities Act.  3.Piggyback Registration.  If (but
without any obligation to do so) the Company proposes to register (including
for this purpose a registration effected by the Company for stockholders other
than the Sellers) any of its stock or other securities under the Securities Act
in connection with the public offering of such securities solely for cash
(other than a registration on Form S-8 (or similar or successor form)
relating solely to the sale of securities to participants in a Company stock
option, stock purchase or other stock-based compensation arrangement to the
extent includable on Form S-8 (or similar or successor form), or a
registration relating solely to an transaction under Rule 145 of the
Securities Act on Form S-4 (or similar or successor form) or a
registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities or Common Stock comprising part of
a unit or otherwise sold in connection with the issuance or sale of debt securities
which are also being registered) (each such registration not withdrawn or
abandoned prior to the effective date thereof being herein called a Piggyback
Registration), the Company shall, at such time, promptly give each Holder
of Registrable Securities written notice of such registration not later than
forty-five (45) days prior to the anticipated filing date of such Piggyback
Registration.  Upon the written request
of each Holder of Registrable Securities given within twenty (20) days after
the delivery of such notice by the Company in accordance with Section 18,
the Company shall, subject to the provisions of Section 8, use
commercially reasonable efforts to cause to be registered under the Securities
Act all of the Registrable Securities that each such Holder of Registrable
Securities has requested to be registered. 
The Company shall have no obligation under this Section 3 to make
any offering of its securities, or to complete an offering of its securities
that it proposes to make.  Any selling
Holder of Registrable Securities shall be permitted to withdraw all or any part
of its Registrable Securities from any Piggyback Registration at any time prior
to the effective date of such Piggyback Registration.  4.Obligations of the Company.  Whenever
required under this Agreement to effect the registration of any Registrable
Securities, the Company shall use its commercially reasonable efforts to:  6


(a)Prepare
and file with the Commission a registration statement with respect to such
Registrable Securities and use commercially reasonable efforts to cause such
registration statement to become effective, keep such registration statement
effective for up to one hundred eighty (180) days (other than a shelf registration
under Rule 415 of the Securities Act, in which case the Company will use
commercially reasonable efforts to keep such registration statement effective
until all Registrable Securities registered thereunder have been sold) until
the Holders have completed the distribution referred to in such registration
statement, whichever occurs first (but in any event for at least any period
required under the Securities Act); provided
that before filing such registration statement or any amendments thereto,
the Company will furnish to the Holders copies of all such documents proposed
to be filed.  (b)Prepare
and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement.  (c)Furnish
to the Holders such number of copies of such registration statement and of each
amendment and supplement thereto (in each case including all exhibits), such
number of copies of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and any
other prospectus filed under Rule 424 under the Securities Act, in
conformity with the requirements of the Securities Act, and such other
documents as Holders may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.  (d)Use
commercially reasonable efforts to register and qualify the securities covered
by such registration statement for offer and sale under such other securities
or blue sky laws of such states or jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in
connection therewith or as a condition thereto (i) to qualify to do
business in any state or jurisdiction where it would not otherwise be required
to qualify but for the requirements of this clause (d), or (ii) to file a
general consent to service of process in any such state or jurisdiction.  (e)Use
diligent efforts to cause all Registrable Securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
Companys business or operations to enable the seller or sellers thereof to
consummate the disposition of such Registrable Securities.  (f)In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering, and take such other actions as are
prudent and reasonably required in order to facilitate the disposition of such
Registrable Securities.  (g)Notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the Securities Act of the happening of any event of which it has knowledge as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or  7


necessary to make the statements therein not misleading in the light of
the circumstances then existing.  (h)Notify
each Holder of Registrable Securities covered by such registration statement
and such Holders underwriters, if any, and confirm such advice in
writing:  (i) when the registration
statement has become effective, (ii) when any post-effective amendment to
the registration statement becomes effective and (iii) of any request by
the Commission for any amendment or supplement to the registration statement or
prospectus or for additional information.  (i)Cooperate
with the selling holders of Registrable Securities and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and enable such Registrable Securities to be in such
dominations and registered in such names as the managing underwriters may
request at least two (2) business days prior to any sale of Registrable
Securities to the underwriters.  (j)If
any fact contemplated by clause (g) above shall exist, prepare a
supplement or post-effective amendment to the Registration Statement or the
related prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of the Registrable Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading.  (k)Notify
each Holder of Registrable Securities if at any time the Commission should
institute or threaten to institute any proceedings for the purpose of issuing,
or should issue, a stop order suspending the effectiveness of the Registration
Statement.  Upon the occurrence of any of
the events mentioned in the preceding sentence, the Company will use
commercially reasonable efforts to prevent the issuance of any such stop order
or to obtain the withdrawal thereof as soon as possible.  The Company will advise each Holder of
Registrable Securities promptly of any order or communication of any public
board or body addressed to the Company suspending or threatening to suspend the
qualification of any Registrable Securities for sale in any jurisdiction.  (l)Furnish
to any Holder requesting registration of Registrable Securities pursuant to
this Agreement, (i) on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration
pursuant to this Agreement, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters,
on the date that the registration statement with respect to such securities
becomes effective, an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holders requesting registration of
Registrable Securities.  (m)On
the date that the registration statement with respect to such securities
becomes effective, a comfort letter dated such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by  8


independent certified public
accountants to underwriters in an underwritten public offering, addressed to
the underwriters, if any, and to the Holders requesting registration of
Registrable Securities, and, if such securities are being sold through
underwriters, a reaffirmation of such letter on the date that such Registrable
Securities are delivered to the underwriters for sale.  (n)As
soon as practicable after the effective date of the registration statement, and
in any event within sixteen (16) months thereafter, have made generally
available to its security holders (within the meaning of Rule 158 under
the Securities Act) an earning statement (which need not be audited) covering a
period of at least twelve (12) months beginning after the effective date of the
registration statement and otherwise complying with Section 11(a) of
the Securities Act.  (o)Cause
all such Registrable Securities registered pursuant hereunder to be listed on
each securities exchange or quotation system on which similar securities issued
by the Company are then listed.  (p)Provide
a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration and provide the transfer
agent with printed certificates for Registrable Securities in a form eligible
for deposit with The Depositary Trust Company.  (q)Make
available for inspection by a representative of the holders of a majority in
number of the Registrable Securities, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney or
accountant retained by the sellers or underwriter all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Companys officers, directors and employees to supply all information
reasonably requested by any such representative, underwriter, attorney or
accountant in connection with the registration, with respect to each at such
time or times as the Company shall reasonably determine; subject to reasonable
restrictions and agreements to safeguard the confidentiality of confidential
information.  (r)Cooperate
and assist in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter (including
any qualified independent underwriter that is required to be retained in
accordance with the rules and regulations of the NASD).  5.Obligations of the Holders.  (a)It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Agreement with respect to the Registrable Securities of
any selling Holder that such Holder shall furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as shall be required to effect
the registration of such Holders Registrable Securities.  If any registration statement or comparable
statement under the Securities Act refers to the Sellers or any of their
respective affiliates, by name or otherwise, as the holder of any securities of
the Company then, unless counsel to the Company advises the Company that the
Securities Act  9


requires that such reference be
included in any such statement, each such holder shall have the right to require
the deletion of such reference to itself and its Affiliates.  (b)Upon
receipt of any notice from the Company of the happening of any transaction or
occurrence of any event of the kind specified in Sections 4(g) or 4(j),
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to any registration statement at issue until such Holders receipt of
copies of a supplemented or amended prospectus contemplated by Section 4(c) and
receives notice that any post-effective amendment (if required) has become
effective or until it is advised in writing by the Company that the use of the
applicable prospectus and registration statement may be resumed, and, if so
directed by the Company, such Holder will deliver to the Company (at the Companys
expense) all copies in such Holders possession, other than permanent file
copies then in such Holders possession, of the registration statement and
prospectus covering such Registrable Securities current at the time of receipt
of such notice.  6.Expenses of Demand Registration.  All
expenses, other than underwriting discounts and commissions relating to
Registrable Securities, incurred in connection with registrations, filings or
qualifications pursuant to Section 2, including, without limitation, all
registration, filing and qualification fees, printers and accounting fees,
fees and disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel (selected by the Initiating Holder(s)) for the
selling Holders shall be borne by the Company.  7.Expenses of Company Registration.  The
Company shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect to
the registrations pursuant to Section 3 for each Holder, including without
limitation all registration, filing and qualification fees, printers and
accounting fees relating or apportionable thereto and the fees and
disbursements of one counsel for the selling Holders (selected by the Holders
of a majority-in-interest of the Registrable Securities being registered), but
excluding underwriting discounts and commissions relating to Registrable
Securities.  8.Underwriting Requirements.  In
connection with any offering initiated by the Company involving an underwriting
of shares being issued by the Company, the Company shall not be required under
Sections 2 or 3 to include any Holders securities in such underwriting
(whether pursuant to a Demand or other right of participation) unless such Holder
accepts the terms of the underwriting as agreed upon between the Company and
the underwriters selected by it, and then only in such quantity as will not, in
the written opinion of the underwriters, exceed the largest number of
securities requested to be included in such offering which can be sold without
having an adverse effect on such offering by the Company; provided,however, that no
Holder participating in such underwriting shall be required to make any
representations, warranties or indemnities except as they relate to such Holders
ownership of shares and authority to enter into the underwriting agreement and
to such Holders intended method of distribution, and the liability of such
Holder shall be limited to an amount equal to the net proceeds from the
offering received by such Holder.  If the
total number of securities, including Registrable Securities, requested by
stockholders to be included in such offering (or in any other offering in which
Holders shall have the right to include Registrable Securities pursuant to
Sections 2 or 3) exceeds the largest number of securities that, in the written
opinion  10


of the
underwriters, the underwriters reasonably believe can be sold without having an
adverse effect on such offering, then the Company shall be required to include
in the offering only that number of such securities, including Registrable
Securities, which the underwriters believe will not have an adverse effect on
such offering, in the following priority:  (a)if
initiated by the Company: (i) first,
securities of the Company to be sold for the account of the Company; and (ii) second, in the event the holders of the Series A
Preferred Stock and Series B Preferred Stock have, pursuant to rights granted
to them under the Series A Registration Rights Agreement and the Series B
Registration Rights Agreement, indicated that they will participate in such
offering, then allocated (if necessary) pro rata on the basis of the number of
shares of Series A Preferred Stock and/or Series B Preferred Stock,
as applicable, and the shares of Common Stock underlying the Series A
Preferred Stock and the Series B Preferred Stock, as applicable, that each
such party has requested to be included in such offering; and (iii) third, the Registrable Securities requested to be included
by the Holders of the Common Shares and any securities requested to be included
by other holders of securities of the Company with registration rights; or  (b)if
initiated by the holders of Series A Preferred Stock or the holders of Series B
Preferred Stock: (i) first, the
securities requested to be included by the initiating party; (ii) second, the securities requested to be included by the
holders of Series A Preferred Stock or Series B Preferred Stock,
whichever is the non-initiating party; (iii) third,the
Registrable Securities requested to be included by the Holders of the Common
Shares and any securities held by any other holders of securities of the
Company with registration rights; and (iv) fourth,
the securities to be sold for the account of the Company; or  (c)if
initiated by another Person other than the Company, the Holders hereunder or
the holders of Series A Preferred Stock or Series B Preferred Stock: (i) first, the securities requested to be
included by such other Person; (ii) second,
in the event the holders of the Series A Preferred Stock and/or Series B
Preferred Stock have, pursuant to rights granted to them under the Series A
Registration Rights Agreement and/or the Series B Registration Rights
Agreement, as applicable indicated that they will participate in such offering,
then allocated (if necessary) pro rata on the basis of the number of Series A
Preferred Stock and/or Series B Preferred Stock, as applicable, and shares
of Common Stock underlying the Series A Preferred Stock and/or the Series B
Preferred Stock, as applicable, that each such party has requested to be
included in such offering; (iii) third, the
Registrable Securities requested to be included by the holders of the Common
Shares and securities held by any other holders of securities of the Company
with registration rights; and (iv) fourth, the
securities to be sold for the account of the Company.  (d)If
pursuant to a Demand Request by the Initiating Holder(s), as provided in Section 2(d) but
further subject to the other requirements of this Section 8.  For
purposes of this Section 8 for any selling stockholder which is a Holder
of Registrable Securities and which is a partnership, limited liability company
or corporation, the partners, retired partners, members and shareholders of
such Holder, or the estates and family members of any such partners, retired
partners and members and any trusts for the benefit of any of the foregoing
persons shall be deemed to be a single selling Holder, and any pro rata
reduction  11


with
respect to such selling Holder shall be based upon the aggregate amount of
shares carrying registration rights owned by all entities and individuals
included in such selling Holder, as defined in this sentence.  9.Indemnification.  In the event any Registrable
Securities are included in a registration statement under this Agreement:  (a)To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder, its heirs, personal representatives, successors and assigns, each of
such Holders partners, officers, directors, members, employees and affiliates,
any underwriter (as defined in the Securities Act) for such Holder and each
Person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act or the Exchange Act against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon a Violation; and the Company will pay to each such
indemnified party, as incurred, any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
damage, liability, or action; in enforcing this Section 9; provided,
however, that the indemnity agreement contained in this Section 9(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld, delayed or
conditioned), nor shall the Company be liable in any such case to a particular
indemnified party for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by such indemnified party; provided,
further, that the indemnity agreement contained in this Section 9(a) shall
not apply to any underwriter to the extent that any such loss is based on or
arises out of an untrue statement or alleged untrue statement of a material
fact, or an omission or alleged omission to state a material fact, contained in
or omitted from any preliminary prospectus if the final prospectus shall
correct such untrue statement or alleged untrue statement, or such omission or
alleged omission, and a copy of the final prospectus has not been sent or given
to such Person at or prior to the confirmation of sale to such Person.  (b)To
the extent permitted by law, each selling Holder, will indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each Person, if any, who controls the
Company within the meaning of the Securities Act, any underwriter, any other
Person selling securities in such registration statement and any controlling
Person of any such underwriter or other Person, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing Persons
may become subject, under the Securities Act, the Exchange Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon a Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred
by any Person intended to be indemnified pursuant to this Section 9(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity
agreement contained in this Section 9(b)  12


shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; and provided further, that, in no event shall the
liability of any Holder under this Section 9(b) exceed the net
proceeds from the offering received by such Holder; provided, further, that the
indemnity agreement contained in this Section 9(b) shall not apply to
any underwriter to the extent that any such loss is based on or arises out of
an untrue statement or alleged untrue statement of a material fact, or an
omission or alleged omission to state a material fact, contained in or omitted
from any preliminary prospectus if the final prospectus shall correct such
untrue statement or alleged untrue statement, or such omission or alleged
omission, and a copy of the final prospectus has not been sent or given to such
Person at or prior to the confirmation of sale to such Person.  (c)Promptly
after receipt by an indemnified party under this Section 9 of notice of
the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 9, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties, acting
reasonably; provided,however, that an indemnified party shall have the right to retain
its own counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. 
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the indemnified party under this Section 9
except if, and only to the extent that, the indemnifying party is actually
prejudiced thereby; and such failure to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 9.  An indemnifying party may settle any action
or claim under this Section 9 at any time without the consent of the
indemnified party so long as such settlement involves no cost or liability to
the indemnified party and includes an unconditional release of the indemnified
party from all liability with respect to such claim or action.  (d)The
obligations of the Company and Holders under this Section 9 shall survive
the completion of any offering of Registrable Securities in a registration
statement under this Agreement, and otherwise.  (e)Any
indemnity agreements contained herein shall be in addition to any other rights
to indemnification or contribution which any indemnified party may have
pursuant to law or contract and shall remain operative and in full force and
effect regardless of any investigation made or omitted by or on behalf of any
indemnified party.  (f)If
a court of competent jurisdiction holds that the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to
reflect the relative benefits received by the  13


indemnifying party on the one
hand and the indemnified party on the other (taking into consideration, among
other things, the fact that the provision of the registration rights and
indemnification hereunder was a material inducement to the Sellers to receive
Common Stock pursuant to the [Share Purchase Agreement]) or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law
or provides a lesser sum to the indemnified party than the amount hereinafter
calculated, in such proportion as is appropriate to reflect not only the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other (taking into consideration, among other things, the
fact that the provision of the registration rights and indemnification
hereunder is a material inducement to the Sellers to receive Common Stock
pursuant to the [Share Purchase Agreement]) but also the relative fault of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations.  The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by or
on behalf of the indemnifying party or the indemnified party and the parties
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. 
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.  Notwithstanding anything to the contrary in
this Section 9, no Holder shall be required, pursuant to this Section 9,
to contribute any amount in excess of the net proceeds received by such
indemnifying party from the sale of securities in the offering to which the
losses, claims, damages, liabilities or expenses of the indemnified party
relate.  10.Reports Under the Exchange Act.  With a
view to making available to the Holders the benefits of Rule 144 under the
Securities Act and any other rule or regulation of the Commission that may
at any time permit a Holder to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-3, the
Company agrees at all times after 90 days after any registration statement
covering a public offering of securities of the Company under the Securities
Act shall have become effective, to:  (a)make
and keep public information available, as those terms are understood and
defined in Rule 144 under the Securities Act;  (b)use
commercially reasonable efforts (without unreasonable expense) to enable the
Holders to utilize Form S-3 for the sale of their Registrable Securities;  (c)file
with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and  (d)furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144 under the Securities Act (at
any time after the effective date of the first registration statement filed by
the Company) and the Securities Act and Exchange Act (at any time after it has
become subject to such reporting requirements) or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any
time it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be  14


reasonably requested in
availing any Holder of any rule or regulation of the Commission which
permits the selling of any such securities without registration or pursuant to
such form.  11.Assignment of Registration Rights.  The
rights to cause the Company to register Registrable Securities pursuant to this
Agreement may be assigned in whole or in part by a Holder to one or more of its
Affiliates or to one or more transferees or assignees of the Registrable
Securities owned by such Holder, provided that (in each case) such
transferee or assignee delivers to the Company a written instrument by which
such transferee or assignee agrees to be bound by the obligations imposed on
Holders under this Agreement to the same extent as if such transferee or
assignee was a party hereto; provided, further, such assignment
shall not require registration under the Securities Act.  Except as specifically permitted in the
preceding sentence, neither this Agreement nor any Holders rights or privileges
under this Agreement can be assigned or transferred in whole or in part without
the prior written consent of the other parties.  12.Market Stand-Off Agreement.  Each Holder hereby agrees that, during the
period of ninety (90) days following the effective date of a registration
statement of the Company filed under the Securities Act in connection with an
underwritten offering in which securities owned by such Holder are registered
for sale, it shall not, if requested by the Company and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including,
without limitation, any short sale), grant an option to purchase or otherwise
transfer or dispose of any Common Stock or any securities of the Company
convertible into Common Stock held by it except Common Stock included in such
registration or to an Affiliate in accordance with Section 11.  No Holder shall be bound by this Section 12
unless each officer, director and other stockholder of the Company holding in
excess of 5% of the then outstanding common share equivalents of the Company
shall have entered into and complied with an agreement substantially to the
effect of this Section 12.  In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of the
Holders (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.  Notwithstanding the foregoing, the obligations described in this Section 10
shall not apply to a registration relating solely to employee benefit plans on Form S-1
or Form S-8 or similar forms which may be promulgated in the future, or a
registration relating solely to a transaction under Rule 145 of Securities
Act on Form S-4 or similar forms which may be promulgated in the future.  13.Amendment; Waiver.  Any term
of this Agreement may be amended only with the written consent of the Company
and the Holders holding a majority-in-interest of the Registrable Securities
then held by such Holders.  The
observance of any provision of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively) only
with the written consent of the party to be charged, provided that the Holders
of a majority-in-interest of the Registrable Securities then outstanding may
act on behalf of all Holders of Registrable Securities.  Any amendment or waiver effected in
accordance with this Section 13 shall be binding upon each Holder of
Registrable Securities at the time outstanding, each future Holder of all such
securities, and the Company.  15


14.Changes in Registrable Securities.  If, and
as often as, there are any changes in the Registrable Securities by way of
stock split, stock dividend, combination or reclassification, or through
merger, consolidation, reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the provisions of this
Agreement, as may be required, so that the rights and privileges granted hereby
shall continue with respect to the Registrable Securities as so changed.  Without limiting the generality of the
foregoing, the Company will require any successor by merger or consolidation to
assume and agree to be bound by the terms of this Agreement, as a condition to
any such merger or consolidation.  15.Entire Agreement.  This Agreement constitutes the
entire understanding and agreement among the parties relating to the subject
matter hereof and supersedes any and all prior agreements or understandings
with respect to the subject matter hereof. 
Nothing in this Agreement, express or implied, is intended to confer
upon any Person, other than the parties hereto and their respective successors
and assigns, any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided herein.  16.Governing Law.  (a)This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York as applied to agreements among New York residents entered
into and to be performed entirely within New York.  (b)The
jurisdiction and venue in any action brought by any party hereto pursuant to
this Agreement shall properly lie in any federal or state court located in the
State of New York.  By execution and
delivery of this Agreement, each party hereto irrevocably submits to the
jurisdiction of such courts for himself or itself and in respect of his or its
property with respect to such action. 
The parties irrevocably agree that venue would be proper in such court,
and hereby waive any objection that such court is an improper or inconvenient
forum for the resolution of such action. 
The parties further agree that the mailing by certified or registered
mail, return receipt requested, of any process required by any such court shall
constitute valid and lawful service of process against them, without necessity
for service by any other means provided by statute or rule of court.  (c)WAIVER OF JURY TRIAL  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY OR DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT
(I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY  16


HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 16(C).  17.Successors and Assigns.  The
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, permitted assigns (as provided in Section 11), heirs,
executors and administrators of the parties hereto.  18.Notices.  Unless otherwise provided, any
notice required or permitted under this Agreement shall be given in writing and
shall be deemed effectively given or delivered upon receipt by the party to be
notified (including by telecopier, receipt confirmed) or five (5) days
after deposit with the United States Post Office, by registered or certified
mail, postage prepaid and addressed to the party to be notified (a) if to
a party other than the Company, at such partys address set forth at the end of
this Agreement or at such other address as such party shall have furnished the
Company in writing, or, until any such party so furnishes an address to the
Company, then to and at the address of the last holder of the shares covered by
this Agreement who has so furnished an address to the Company, or (b) if
to the Company, at its address set forth at the end of this Agreement, or at
such other address as the Company shall have furnished to the parties in
writing.  19.Severability.  The holding of any provision of
this Agreement to be invalid or unenforceable by a court of competent
jurisdiction shall not affect any other provision of this Agreement, which
shall remain in full force and effect. If any provision of this Agreement shall
be declared by a court of competent jurisdiction to be invalid, illegal or
incapable of being enforced in whole or in part, such provision shall be
interpreted so as to remain enforceable to the maximum extent permissible
consistent with applicable law and the remaining conditions and provisions or
portions thereof shall nevertheless remain in full force and effect and
enforceable to the extent they are valid, legal and enforceable, and no
provisions shall be deemed dependent upon any other covenant or provision
unless so expressed herein.  20.Descriptive Headings, etc.  The
descriptive headings herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of
this Agreement.  All references herein to
Sections shall refer to corresponding provisions of this Agreement unless
otherwise expressly noted.  21.Delays or Omissions; Remedies Cumulative.  It is
agreed that no delay or omission to exercise any right, power or remedy
accruing to the parties shall impair any such right, power or remedy, nor shall
it be construed to be a waiver of any such breach or default, or any
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring.  It is further agreed that any waiver, permit,
consent or approval of any kind or character by a party of any breach or
default under this Agreement, or any waiver by a party of any provisions or conditions
of this Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.  17


22.Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of
which together shall constitute one instrument. 
Facsimile counterpart signatures shall be acceptable.  [SIGNATURE PAGES FOLLOW]  18


IN WITNESS
WHEREOF, the parties hereto have executed this Registration Rights Agreement as
of the date first above written.  SPORTS
  ENTERTAINMENT ENTERPRISES, INC.By:
  /s/ Howard
  TytelName:
  Howard TytelTitle:
  Senior
  Executive Vice PresidentSELLERS:SIMON
  ROBERT FULLER/s/ Simon
  FullerFULLER
  NOMINEES LIMITEDBy:
  /s/ Simon
  FullerName: Simon
  FullerTitle:  19