LICENSE AGREEMENT

COMMENCEMENT DATE:  June 16, 2001

LICENSEE:         Ed Litwak, Cavalcade of Sports

ADDRESS:          12858 Via Latina
                  Del Mar, California  90214
                  858/481-2207 or 212/279-7100

PROGRAM: Telesports Digest Program

NUMBER OF EPISODE PROGRAM:  500

LICENSED MEDIA:  Telstar C-Band (41 footprints as per the attached)

TERM:    2 years from Commencement Date

LICENSE FEE:          $500 US per episode;
                      $45,000 for costs of tape and dubbing to Digi-Beta
                      with Cavalcade of Sports logo ghost; and Shipping
                      costs.

PAYMENT SCHEDULE:      Upon execution of agreement                  $59,000 US
                       Prior to delivery of episodes 1-125          $59,000 US
                       Prior to delivery of episodes 126-250        $59,000 US
                       Prior to delivery of episodes 251-375        $59,000 US
                       Prior to delivery of episodes 376-500        $59,000 US
------------------------------------------------------------------------

         The Standard Terms and Conditions attached hereto are incorporated into
this Agreement and Licenses expressly acknowledges and agrees to be bound by
same.

         Signatory fore Licensee warrants that he or she is authorized by
Licensee to act as Licensee's agent and bind Licensee to the terms and
conditions of this Agreements.

LICENSEE:  Ed Litwak and Cavalcade of Sports

By: ____/s/______________
    Name:  Ed Litwak
    Title:    President

LICENSOR:  Sekani, Inc.
By:         /s/                 .
  ------------------------------------------------
Name:
<PAGE>

                          STANDARD TERMS AND CONDITIONS

1.   AGREEMENT TO TERMS: The following actions by Licensee shall indicate
     Licensee's acceptance of the terms and conditions of this Agreement (a)
     acceptance of delivery of the Episode of the Program, (b) payment under the
     Agreement; and/or (c) signature of this Agreement.

2.   GRANT OF LIMITED LICENSE: upon receipt of an executed Agreement and
     payment, Licensee shall be granted a non-exclusive license to telecast the
     Episodes of the Program in the Licensed Media in the Territory, during the
     Term and subject to the terms and conditions contained herein. The grant of
     all rights hereunder is conditional upon payment of the Licensing Fee and
     all other sums required including without limitation delivery and dubbing
     costs. Use of any Episodes of the Program prior receipt of such payments or
     in an unauthorized manner constitutes copyright infringement and shall
     entitle Licensor to exercise all rights and remedies under applicable
     copyright law. Licensee recognized Sekani's ownership rights.

3.   DELIVERY AND RETURN. Licensor shall deliver to Licensee the Episodes of the
     Program as identified on the first page of this Agreement on Digi Beta (the
     "Tapes"). Delivery of such Tapes by Licensor to a common carrier to the
     post office or to any shipping agent designated by Licensee shall be deemed
     delivery to licensee, and Licensor shall not be liable for any action of
     any such party. All costs for the dubbing and delivery of the Tapes shall
     be borne by the Licensee and shall be due upon receipt of an invoice from
     Licensor. Licensee shall return all Tapes to Licensor at Licensee's cost,
     in good condition, normal wear and tear, due to proper use thereof
     excepted, within 10 days of the end of the Term. Licensee is solely and
     fully responsible for all loss and damage to the Tapes from the date of
     delivery by Licensor to the date of return to Licensor, regardless of the
     circumstances of said loss and/oar damage in the event of loss or damage
     to, or licensee's failure to return the Tapes, Licensee shall pay to
     Licensor, upon demand, all costs and charges (including, without
     limitation, labor and service) for reduplicating said Tapes (along with an
     affidavit destruction for all non returned Tapes.) In addition, all
     materials which Licensee shall cause or authorize to reproduce in
     connection with the...of the Program shall automatically become the
     property of Licensor. Within `0 days of the end of the Term, all such
     materials shall be delivered to Licensor. Further, at any time following,
     the production of such materials such materials shall be made available to
     Licensor for the purpose of reproduction. Licensor shall have unrestricted
     rights to subsequent distribution and use of such materials in any manner
     whatsoever. Payment(s) pursuant in this paragraph shall in no way confer
     upon Licensee any right, title or interest in the Episode of the Program,
     including without limitation, any rights under copyright.

4.   EXAMINATION OF TAPES: Licensee shall examine all Tapes immediately upon
     receipt. If an Tapes, when received, are so defective as to be unsuitable
     for telecast, Licensee shall notify licensor in writing of such alleged
     defect within three business days of the Licensee's receipt of such
     Tape(s), and shall return such Tape(s) to Licensor. Licensor, at its
     option, shall either: (i) deliver a physically suitable Tape of the Episode
     at issue; or (ii) terminate the license as to such Episode and reduce the
     License Fee the specified amount to that Episode. Licensor shall not be
     responsible for any defective Tapes of which Licensee notifies Licensor
     more than three business days after Licensee's receipt thereof.

5.   PAYMENT/TAXES: Payment or the License Fee is due as provided in the Payment
     Schedule on the first page of this Agreement. Licensee shall be charged an
     agrees to pay, 11/2% per month or the maximum interest rate allowed by law
     on all overdue balances. It is the essence of the Agreement that the
     Licensee pay the total License Fee in the manner..cited, whether or not the
     Episodes are telecast without any deduction of offset, regardless of any
     claim Licensee may have or claim to have. Licensee is responsible for the
     payment of all taxes and charges imposed or based upon the License,
     telecast or use hereunder by Licensee. The License Fee constitutes payment
     solely for Licensee's right to originals of the telecast of the Program,
     only as authorized herein, and does not include any compensation to
     Licensor for the...transmission thereof by other facilities. Any royalty or
     loss which becomes payable to or shall be received by Licensee by virtue of
     any statue, governmental regulation or operation of law in any of the
     manner, as a result of retransmission of the Program by or over cable
     television systems, network simultaneous transmission or otherwise shall
     belong to Licensor and if received by Licensor, shall belong to Licensor
     and if received by Licensee, shall be held by Licensee as agent and trustee
     for Licensor and shall be promptly paid over to Licensor.
<PAGE>

6.   OWNERSHIP OF PROGRAM: All rights, title and interest in and to the Program
     and all Episodes thereof, including, without limitation Tapes and all other
     materials related thereto and the title or titles, names, stories, plots,
     incidents, ideal, formulas, general content of the Program and all Episodes
     thereof and any other literary, musical, artistic or creative material
     included therein and all copyrights and other rights in the same, shall
     remain the property of Licensor or other rights owners(s) if any.

7.   ADVERTISING/RESTRICTIONS ON EDITING: Licensee agrees to insert commercial
     announcements within the Program if any, only at points designated by
     Licensor for such purpose and in a manner such that it shall be clear to
     the audience that such commercial messages are not part of the Program. No
     advertising of cr in the Program shall be done in a manner that constitutes
     an express or implied endorsement of any product, service or sponsor by the
     Program or Licensor. Licensee shall telecast the Program as delivered
     without any alterations or deletions except those specifically permitted by
     Licensor in writing or required by Licensor. Licensee shall telecast all
     credits, trademarks, copyright notices, trace names and other symbols of
     the Program, including without limitation, the Cavalcade of Sports logo
     ghost, feature on the Tapes furnished by Licensor. Licensee shall not
     authorize or permit any copying or duplication of the Program.

8.   WITHDRAWAL OF PROGRAM: Licensor, in its sole discretion, may withdraw the
     Program or any Episodes thereof if Licensor determines that the telecasting
     thereof shall or may: (a) infringe upon the rights of others; (b) violate
     any law, court order, government regulation or another ruling of any
     governmental agency; or (c) subject Licensor to any liability. If the
     Program or any Episodes thereof are withdrawn for nay of the foregoing
     reasons, Licensor may substitute another program it deems comparable or
     grand a proportionate reduction in the License Fee.

9.   MUSICAL COMPOSITION: Licensor represents that the performing rights in the
     music contained in the Program are(a) controlled by BMI, ASCAP, SESAC, or
     any other performing rights society having jurisdiction; (b) in the public
     domain; or (c) controlled by Licensor to the extent necessary to permit
     Licensee's use of the Program hereunder. Licensee shall, at the sole cost
     and expense of Licensee, be solely responsible for securing all performing
     rights licensee necessary for the telecasting of each musical composition
     contained in each Episode of the Program, the performing rights to which
     fall within paragraph 9(A), and shall defend, indemnify and hold harmless
     Licensor, its officers, agents, employees, successors and assigns, from any
     liability, loss, damage or expense arising from Licensee's failure to do
     so.

10.  LICENSEE'S DEFAULTS: Licensor, in addition to its other rights under this
     Agreement or in law or equity, may immediately terminate this Agreement if:
     (a) License becomes insolvent or bankrupt or makes an assignment for the
     benefit of creditors; (b) Licensee files any petition for relief under any
     law or statues relating to the relief of debtors: (c) a petition is filed
     against Licensee under the bankruptcy laws of an country and the petition
     is not vacated within 20 days after filing; (d) any property of Licensee is
     attached an if such attachment is not released within 10 days after the
     date of attachment, or a receiver, liquidator, or trustee is appointed for
     any Licensee's property, or; (e) Licensor breaches any of the material
     terms or conditions of this Agreement and such breach is not cured within
     10 days of notice. If this Agreement is terminated pursuant in this
     paragraph, all unpaid amounts payable to Licensor hereunder shall
     immediately become due and payable, and all Tapes delivered to and all
     materials related to the Program shall be immediately returned to Licensor.
<PAGE>

11.  WARRANTIES AND INDEMNIFICATION: Licensor warrants that it has the right to
     grant this license and that the use of the Program as expressly authorized
     herein shall not infringe upon the property rights of any person. Licensor
     shall defend, indemnify and hold harmless Licensee, and its officers,
     agents, employees, successors and assigns from and against any and all
     liability, damages and loss, costs and expenses (including without
     limitation attorney's fees and costs), arising from or related to
     Licensor's breach of its warranties hereunder. Licensee warrants that any
     commercial or other material shown in connection with the Program shall no
     infringe upon or violate the property rights of any person. License shall
     defend, indemnify and hold harmless Licensor, its affiliates an their
     respective officers, agents, employees, successors and assigns, and any
     other holder(s) of rights in the Program, from and against any and all
     liability, damages, and loss, costs and expenses (including without
     limitation attorney's fees and costs), arising from or related to
     Licensee's breach of any of its warranties and/or Licensee's use of the
     Program beyond the scope of the Agreement.

12.  LIMITATION OF LIALBILITY: Except for any liability which cannot be law be
     excluded or limited neither Licensor nor its affiliates shall be liable to
     Licensee or any other third part claiming through it for direct, indirect,
     incidental special or consequential damages arising out of or relating to
     the use of the Program, whether framed as a breach of warranty of
     merchantability or fitness for a particular purpose. Inn tort, contract, or
     otherwise. IN addition, Licensor dies not guarantee the performance of any
     vendor/third party (e.g. courier and/or messenger service(s), lab(s) relied
     upon by Licensor and/or Licensor for delivery of the Tapes. No failure on
     the part of any vendor/third party shall be deemed a breach of this
     Agreement by Licensor. IN no event shall licensor or its affiliates
     liability arising from usage of the Program provided hereunder exceed the
     License Fee, which of Licensee acknowledges to be fair and reasonable.

13.  FORCE MAJEURE: Neither party shall be liable to the other for any delay or
     failure to perform, which is due to causes beyond the control of said
     party, including, but not limited to, acts of God, acts of any governmental
     authority, fires, floods, power outages, hurricanes, earthquakes, strikes
     or other labor disputes and xxxxx; provided, however, that failure to make
     any payments provided for herein shall not be excused of any of the
     foregoing reasons.

14.  NOTICES: All notice hereunder shall be in writing and sent by hand, third
     class US mail, certified or registered mail, confirmed facsimile or major
     commercial rapid delivery courier service to the addresses set forth
     herein. Notice shall be deemed to be given upon receipt.

15.  MISCELLANEIOUS: The parties hereto acknowledge that they have read this
     Agreement and understand it, and they agree to be bound by all of its terms
     and conditions. This Agreement contains the entire agreement between the
     parties and supersedes all prior understandings and/or agreements, whether
     written or oral. The terms and conditions of this Agreement may both be
     waived, changed or modified except by a writing signed by all parties
     hereto. Licensee shall no assign this Agreement I whole or in part of any
     third party without the prior written consent of Licensor. Licensor may
     assign, pledge, or convey this Agreement and any or all of its rights
     hereunder in whole or in part to any third party. No waiver of any of the
     provisions of this Agreement shall constitute or be deemed a waiver of any
     other provision hereof (whether or not similar) nor shall such waiver
     constitute or be deemed a continuing waiver. No failure of either party
     shall operate as a waiver of, or estpopel with respect to any subsequent or
     other failure in compliance. The headings herein are for the convenience of
     the parties and shall not be deemed to limited or afford any of the
     provisions of this Agreement. This assignment shall inure to the benefit of
     and be binding on the parties, their successors and assigns, except that
     Licensee may not assign of transfer this Agreement without Licensor's prior
     written consent.
<PAGE>

     a.   ARBITRATION/CHOICE OF LAW: The parties hereto agree that any dispute
          between them arising in connection with the Agreement, Invoice and/or
          Contract, or any alleged breach thereof, shall be submitted to
          arbitration to be held in New York City by and under the rules and
          regulations of the American Arbitration Association, the parties
          further agree to be bound to the determination of a single arbitrator
          and an judgment on an award may be entered in the highest court of the
          forum, state or federal, having jurisdiction. THIS AGREEMENT SHALL BE
          GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO NEW
          YORD'S CHOICE OF LAWS RULES.