Exhibit 10.9


                                                            [LOGO OF STATS INC.]

October 7, 2002

VIA E-mail: clive@silverstarholdings.com

Clive Kabatznik
Silverstar Holdings
dba Fantasy Sports Enterprises
6100 Glades Road
Suite 305
Boca Raton, FL  33434
Tel: 561-479-0040
Fax: 561-479-0757

RE:  Agreement  between  SPORTS TEAM ANALYSIS AND TRACKING  SYSTEMS OF MISSOURI,
     INC. ("STATS") and FANTASY SPORTS ENTERPRISES ("FSE")


Dear Mr. Kabatznik:

This  letter  sets  forth the  Agreement  ("Agreement")  between  STATS and FSE,
whereby STATS shall host,  maintain,  manage,  and operate  sports fantasy games
(collectively,  the  "Games") in an online  version on FSE' World Wide Web site,
including     the    following     URL     addresses:     http://fantasycup.com;
http://fantasycup.org;    http://fantasycup.net;     http://fantasystockcar.com;
http://fantasynhra.com; and http://fantasynascar.com (collectively, the "Site").
The parties agree as follows:

1.   Performance by STATS.

     (a) STATS shall provide all necessary  technical services required to host,
operate, and administer the Games, including but not limited to,
administering all customer interfaces for registrations,  e-mail,  message board
and web reports. A description of the Games and the relevant launch dates is set
forth on  Exhibit A attached  hereto.  STATS  agrees to use its best  efforts to
provide service to FSE error free.  STATS shall correct any errors in accordance
with the Service Level Agreement ("SLA") attached hereto as Exhibit C.

     (b) STATS shall license to FSE, on a non-exclusive basis, the use of STATS'
proprietary sports information and data (the "Licensed Information") as required
for use in the Games.

     (c) STATS shall host FSE's company email.

     (d)  STATS  shall  provide  to  FSE  with  access  to  the  production  and
development software code for the Games and an administrative tool to access all
user  registration  information  including names,  addresses,  phone numbers and
e-mail  addresses.  FSE  shall be  responsible  for all  errors  and/or  damages
resulting from the acts of FSE personnel.

     (e) STATS shall provide  personnel to interface with FSE'S customer service
staff to address technical/user experience issues.


                                                                               1
<PAGE>

2.   Performance by FSE:

     (a) FSE shall  timely  provide to STATS any  templates,  graphics and other
materials  required  in the  development  of the pages on which the Games  shall
reside.

     (b) FSE shall be responsible for all customer contact,  including,  without
limitation,  providing  telephone  and/or email  customer  service,  billing and
collection  matters,  and credit card  processing  and all  associated  fees and
charges.

     (c) FSE shall be responsible for the promotion,  marketing, and advertising
for the Games ("Marketing"),  including,  without limitation,  all expenses, and
costs associated with Marketing.

     (d) FSE shall acquire any and all necessary  permissions  and licenses from
players, coaches,  drivers,  leagues,  associations or their agents or any other
party  and  pay  any  associated  royalties  required  in  connection  with  the
operation,  marketing,  advertising,  sale, distribution,  or publication of the
Games ("Professional Licenses").

     (e) In the event any of the Games shall award  prizes,  FSE shall be solely
responsible  for: (i) obtaining  prizes and satisfying  any  applicable  bonding
requirements;   (ii)  satisfying  any  state,  federal,  or  other  governmental
regulations  regarding  registration of the Games; and (iii) distributing prizes
to the winners. The Site shall contain appropriate language regarding FSE'S sole
responsibility for paying prizes.


3.   Rights and Licenses.

     (a) Ownership by STATS.  FSE hereby  acknowledges  STATS' ownership of: (i)
the Licensed  Information and (ii) STATS'  trademarks,  trade names,  logos, etc
(collectively,   "STATS  Properties").   Nothing  in  this  Agreement  shall  be
interpreted  to  provide  for the  assignment  by STATS to FSE of any of  STATS'
Properties  or  any  of  STATS'  intellectual  property  rights  in  such  STATS
Properties.  Nothing  in  this  Agreement  shall  limit  STATS'  rights  to use,
reproduce,  enhance,  modify,  distribute  and  otherwise  exploit the  Licensed
Information.  Nothing in this  Agreement  shall  restrict  STATS'  rights to use
STATS' Properties.

     (b) Ownership by FSE. STATS hereby acknowledges FSE'S ownership of: (i) the
Games (but excluding any STATS' Properties) and that STATS development work with
respect to the Games shall  constitute  "works made for hire" for FSE within the
meaning of the copyright  laws of the United  States and (ii) FSE'S  trademarks,
trade  names,  logos,  etc  (collectively,  "FSE  Properties").  Nothing in this
Agreement  shall be  interpreted  to provide for the assignment by FSE of any of
FSE'S  Properties  or any of  FSE'S  intellectual  property  rights  in such FSE
Properties.  Nothing in this  Agreement  shall  restrict FSE'S rights to use FSE
Properties.

     (c)  Non-Exclusive  License.  During the Term, STATS hereby grants to FSE a
non-exclusive,  worldwide  license to  reproduce,  market,  and  distribute  the
Licensed Information solely for use with the Games.

4.   Consideration: In consideration for the services performed by STATS for FSE
in connection with this  Agreement,  the parties agree to pay the sums set forth
on Exhibit B attached hereto.


                                                                               2
<PAGE>

5.   Term.  The term of this  Agreement  shall  commence upon its execution (the
"Effective  Date") and shall terminate on October 31, 2003 (the "Term"),  unless
sooner   terminated  as  provided  in  this   Agreement.   The  Agreement  shall
automatically  renew  for a period  of one (1) year  upon  the  same  terms  and
conditions unless either party notifies the other party in writing of its desire
not to renew the Agreement no less than sixty (60) days prior to the  expiration
of the Term.

6.   Trademarks, Trade Names and Related Matters.

     (a) STATS Name and  Trademarks.  Subject to  approval of such use by STATS,
STATS hereby grants to FSE a non-exclusive license to use STATS' name, logo, and
any other applicable trademarks in connection with Marketing.

     (b) FSE's Name and Trademarks.  Subject to approval of such use by FSE, FSE
hereby grants to STATS a non-exclusive  license to use FSE's name, logo, and any
other applicable trademarks in connection with the Games on the Site.

     (c) STATS Logo.  The STATS logo shall be displayed on all pages of the Site
that introduce the Games and/or  Licensed  Information.  On pages that introduce
the  Games,  the  logo  shall  be  preceded  by  language  crediting  STATS  and
acknowledging that the Games are "Powered by STATS, Inc." The size and placement
of the STATS logo on the Site shall be  mutually  agreed upon by the parties but
in no event shall the size of the logo be less than 102 x 27 pixels.

     (d) STATS  Copyright.  The following  copyright  notice shall appear on all
pages of the Site that  display  the  Licensed  Information:  "Statistical  Data
Copyright  xxxx (where xxxx denotes the current year) by STATS,  Inc. All rights
reserved.  Any  commercial  use or  distribution  without  the  express  written
permission of STATS, Inc. is strictly prohibited."

7.   Confidential Information.  The parties agree that during and after the Term
they shall not, except for purposes of this Agreement, use for their own benefit
or for the benefit of any person, firm,  corporation or other entity, any secret
or  confidential   information,   solicitation  methods,   confidential  pricing
information or any other data pertaining to their respective businesses,  or any
affiliates thereof,  their respective financial affairs or any other information
obtained  hereunder  regarding  each  other not  generally  known  within  their
respective  trades,  or as a matter of public  knowledge  or patent,  trademark,
trade name, service mark, copyright or other intellectual  property of the other
except as authorized by this Agreement.

8.   Termination.  Notwithstanding  anything in this  Agreement to the contrary,
this Agreement shall immediately terminate (i) upon the insolvency or bankruptcy
of  either  party,  if either  party  makes an  assignment  for the  benefit  of
creditors  or a  receiver,  trustee  or  liquidator  is  appointed  for all or a
substantial  portion  of either  party's  properties  or (ii) upon the breach by
either party of any of their  obligations  under this Agreement  which breach is
not cured within thirty (30) days after written  notice thereof to the breaching
party.


                                                                               3
<PAGE>

9.   Obligations Upon Termination.

     (a) Post-Termination  Payments. The termination of this Agreement shall not
relieve  either party of its  obligations to account for and pay sums due to the
other party  hereunder  relating to any period prior to the  termination of this
Agreement.  In addition, if this Agreement is terminated as a result of a breach
hereof by FSE,  the fees set  forth on  Exhibit B shall  accelerate  and  become
immediately due and payable in full to STATS.

     (b) Additional  Post-Termination  Obligations.  Following the expiration of
the Term of this  Agreement or the earlier  termination of the Agreement for any
reason,  each party shall  return to the other or shall  destroy all  documents,
material  and  information  with  respect  to any  confidential  or  proprietary
information of the other.  Immediately  upon  destruction of any confidential or
proprietary  information,  FSE/STATS  shall provide  STATS/FSE with an affidavit
signed  by an  officer  or  legal  representative  of  FSE  denoting  the  items
destroyed, the manner of destruction, and the date of the destruction. Upon such
expiration or termination, each party shall cease any and all use, reproduction,
marketing,  and  distribution  of the  trademarks,  trade names,  service marks,
patents or other  intellectual and personal  property of the other. In the event
of termination  of this agreement for any reason,  STATS shall download all game
code and user database  files and other data on the hosted site to a DAT Tape or
CD and deliver such  materials to FSE within 5 business  days.  STATS shall keep
the site  publicly  accessible  for a period  of 14 days  following  the date of
termination of this agreement.  If the transfer  requires a change in the domain
name,  immediately  upon the date that the  hosted  site is no  longer  publicly
accessible,  and for a period of one month thereafter  maintain the hosted sites
URL,  provide  one page that FSE may use to direct  its users to its new  hosted
site or some other URL of FSE's choosing; and if the transfer does not require a
change in the domain name,  cooperate  with FSE in assigning a new IP address to
the domain name as FSE may request and transferring all operations of the hosted
site to new  provider.  On FSE's written  demand within five days  following the
termination  of this  agreement,  STATS shall  maintain one complete  electronic
version  of FSE's  hosted  site and  shall  delete  all  other  versions.,  Upon
notification by FSE to STATS in writing that the transferred  files appear to be
complete,  STATS  shall  delete its final copy of FSE's  hosted site from STATS'
computers.

10.  Representations  and Warranties.  Each party represents and warrants to the
other  that it is  authorized  to enter  into this  Agreement  and  perform  its
obligations hereunder. FSE represents that it shall be responsible for obtaining
any and all  Professional  Licenses in connection with the operation of the Site
and FSE's use of the Games and Licensed Information.

11.  Disclaimer  of  Implied  Warranties.   EXCEPT  AS  PROVIDED  HEREIN,  STATS
DISCLAIMS  ALL  WARRANTIES  WITH  RESPECT  TO ITS  WORK  UNDER  THIS  AGREEMENT,
INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

12.  Indemnification.  Notwithstanding  anything  contained in this Agreement to
the contrary, the parties hereby agree to defend,  indemnify and hold each other
harmless  from and  against  any and all  claims,  demands,  lawsuits,  damages,
injuries,   losses,   expenses  (including   reasonable  attorney's  fees),  and
liabilities to the extent  resulting from or related to any  third-party  claims
arising out of or relating to any breach by either party of any  representation,
warranty, duty or obligation contained herein.

                                                                               4
<PAGE>

13.  Relationship  Created. The relationship of the parties created hereby shall
be that of independent contractors and not as partners or joint venturers.

14.  Limitation of Liability.  Notwithstanding  anything herein to the contrary,
under no circumstances  shall STATS be liable for any special,  consequential or
incidental damages in connection with its obligations under this Agreement,  and
in any event, the liability of STATS for any act of negligence or breach of this
Agreement  shall not exceed the amount paid by FSE to STATS in  connection  with
this  Agreement  during the twelve (12) month period  immediately  preceding the
date of any claim.

15.  Equitable Remedies. In the event of any breach of the provisions of Section
7 hereof, the parties hereto agree that remedies at law will not be adequate and
each shall be entitled,  in addition to damages,  to  preliminary  and permanent
injunctive  relief  (without the necessity of posting of bond) to prevent a then
occurring or an about to occur breach, as well as an equitable accounting of all
profits or benefits arising out of such breach,  which rights and remedies shall
be  cumulative  and in  addition  to any other  rights or  remedies to which the
parties may be entitled.

16.  Notices. All notices and other  communications  required hereunder shall be
in writing and deemed to have been given when  personally  delivered,  three (3)
days after being mailed by  certified  mail,  return  receipt  request,  postage
prepaid,  one (1) day after  being sent by Federal  Express or other  nationally
recognized overnight courier with guaranteed next day delivery, or upon delivery
by facsimile with confirmed  receipt and  confirmation  via regular mail, to the
address  or fax  number,  as the case,  may be set forth  below,  or such  other
address  or fax number as either  party may direct by notice  given to the other
party as provided below:

If to STATS:

Sports Team Analysis and Tracking Systems, Inc.
8130 Lehigh Avenue
Morton Grove, IL  60053
Attn:  Alan Leib
Fax:  (847) 470-9183

with a copy to:

Sports Team Analysis and Tracking Systems, Inc.
8130 Lehigh Avenue
Morton Grove, IL  60053
Attn:  Legal Dept.
Fax:  (847) 470-9177


                                                                               5
<PAGE>


If to Licensee:

Fantasy Sports Enterprises
c/o 6100 Glades Road
Suite 305
Boca Raton, FL  33434
Attn:  Clive Kabatznik
Fax:  561-479-0757

17.  Force  Majeure.  Neither of the parties  shall be deemed in default of this
Agreement  to the extent  that  performance  of its  respective  obligations  or
attempts  to cure any breach are  delayed or  prevented  by reason of any act of
God, fire, natural disaster, accident, act of government,  shortage of materials
or  supplies,  or any other cause beyond the  reasonable  control of such party;
provided that the party  interfered  with gives the other party  written  notice
thereof within ten (10) business days of any such event or occurrence.

18.  Press Release. STATS and FSE shall, within thirty (30) days after launch of
the  Games,  issue a press  release  containing  language  agreed  upon by a the
parties  announcing  that the parties have entered into a business  relationship
with respect to the Games and the Site as contemplated herein.

19.  Limited Exclusivity. During the Term, STATS shall not operate other NASCAR,
Busch, NHRA or College Football and Basketball fantasy games; provided, however,
that STATS shall not be restricted from (i) providing data feeds for such sports
or (ii) operating other College Pickem and Bracket Games.

20.  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of  Illinois.  The courts of the state of
Illinois shall have  jurisdiction over any disputes arising from this Agreement,
and venue for any  action or  proceeding  involving  such  disputes  shall be in
Chicago,  Illinois.  The  prevailing  party or parties in any disputes  shall be
entitled  to  recover  from the other  party all costs and  expenses,  including
without limitation  reasonable  attorneys' and paralegals' fees incurred by such
party.  The waiver by a party of a breach of any provision of this  Agreement by
the other party shall not operate or be construed as a waiver of any  subsequent
breach.   This   Agreement   supersedes   any  and  all  other   agreements  and
understandings  heretofore  existing  between  the parties  with  respect to the
subject  matter  hereof.  This  Agreement  contains the entire  agreement of the
parties  concerning the subject matter hereof and may be amended,  modified,  or
changed  only by an  agreement  in writing  signed by each of the  parties.  The
provisions  of this  Agreement  shall be  severable,  and the  invalidity of any
provision shall not affect the validity of the other provisions.  This Agreement
may be  executed  in two (2)  counterparts,  each of which  shall be  deemed  an
original but both of which shall  constitute one and the same  agreement,  which
shall be binding on the parties.

                                       6
<PAGE>

If the above  reflects our mutual  understanding,  please execute both copies of
this Agreement and return to my attention along with the appropriate payments.

Regards,


Jennifer Manicki
Contracts Administrator


ACCEPTED AND AGREED:

SPORTS TEAM ANALYSIS       FANTASY SPORTS ENTERPRISES
AND TRACKING SYSTEMS
OF MISSOURI, INC.

<TABLE>
<S>                                                  <C>

By: Alan Leib                                        By: _________________________________

Its: President                                       Its: ________________________________

Date: ______________________________________         Date: _______________________________


Signature: _________________________________         Signature: __________________________
</TABLE>


                                                                               7
<PAGE>


                                    EXHIBIT A
                              Games & Launch Dates

1.       Description of Games:
NCAA Football
-------------
2002 College Bowl Challenge
2003 College Football Challenge

Drag Racing
-----------
2003 Drag Racing Spring Challenge
2003 Drag Racing Fall Challenge

Golf
----
2003 British Open Golf Challenge

NASCAR
------
2003 Winston Cup SPRING Challenge
2003 Winston Cup FALL Challenge

2003 SPRING Busch Series
2003 FALL Busch Series

One-Race  Challenges
--------------------
2003 Pocono One Race Challenge
2003 Bud Shootout One Race Challenge
2003 The Winston One Race Challenge
2003 Brickyard One Race Challenge
2003 Bristol One Race Challenge
2003 Homestead One Race Challenge

NCAA Basketball
---------------
2003 College Basketball Tournament Challenge

2002/2003 Prize Redemption System



                                                                               8
<PAGE>

2.       Launch Dates for STATS' Services hereunder:

Game                                                 Launch Date    Start Date
--------------------------------------------------------------------------------
2002 College Bowl Challenge                            11/1/02      Early 12/02
2003 College Football Challenge                        06/01/03     Late 8/03
2003 Drag Racing Spring Challenge                      01/01/03     Mid 2/03
2003 Drag Racing Fall Challenge                        5/01/03      Mid 6/03
2003 British Open Golf Challenge                       06/01/03     Mid 7/03
2003 Winston Cup SPRING Challenge                      12/01/02     Mid 2/03
2003 Winston Cup FALL Challenge                        06/01/03     Mid 7/03
2003 SPRING Busch Series                               12/01/02     Mid 2/03
2003 FALL Busch Series                                 06/01/03     Early 7/03
2003 Pocono One Race Challenge                         05/01/03     Early 6/03
2003 Bud Shootout One Race Challenge                   01/01/03     Early 2/03
2003 The Winston One Race Challenge                    03/01/03     Mid 5/03
2003 Brickyard One Race Challenge                      07/01/03     Early 8/03
2003 Bristol One Race Challenge                        07/01/03     Late 8/03
2003 College Basketball Tournament Challenge           01/30/03     Mid 3/03
2002 Winston Cup, Busch & College football
          prize redemption site                        11/01/02     Mid 11/02
2003 Homestead One Race Challenge                      10/01/03     Mid 11/03
2003 Dana Corp. Club House for WC                      01/01/03     Mid 01/03



                                                                               9
<PAGE>

                                    EXHIBIT B
                                  Compensation


1.   In consideration  for the rights and licenses granted under this Agreement,
FSE shall pay to STATS a technical  service  and  license  fee for the  hosting,
administration  and operation of the Games (the  "Technical  Service and License
Fee").  The Technical  Service and License Fee shall be due and payable to STATS
as follows:

         Amount            Due and Payable
         ------            ---------------
         $26,666           Upon Execution of this Agreement
         $26,666           February 17, 2003
         $13,333           March 1, 2003
         $13,333           April 1, 2003
         $13,333           May 1, 2003
         $13,333           June 1, 2003
         $13,333           July 1, 2003
         $13,333           August 1, 2003
         $13,333           September 1, 2003
         $13,333           October 1, 2003

2.   If, through no fault of FSE, STATS does not launch by December 1, 2002, all
of the Games which,  in accordance with Exhibit A, are scheduled to launch on or
before  December 1, 2002,  STATS shall pay to FSE a penalty fee in the amount of
twelve  thousand  five hundred  dollars  ($12,500) for the month of December and
each  subsequent  month  thereafter  during  the time  which the Games  have not
launched through no fault of FSE.

3.   FSE shall  have the right to  request  development  of up to an  additional
three  (3)  game  engines  (the  "Additional  Game")  throughout  the Term at no
additional charge. Upon STATS' acceptance of such request or requests, FSE shall
pay STATS a  development  and  license  fee in the amount of $10,000 per game in
consideration  for the  development  and operation of each  Additional Game (the
"Additional  Games Fee") beyond the first three.  The Additional Games fee shall
be due and payable upon execution of a written addendum hereto setting forth the
specifications  for any such Additional Games.  Furthermore,  STATS will develop
any private label games based on FSE's current games for no additional charges.

4.   Revenue Sharing Provisions

     (a) FSE shall pay STATS 30% of the net  revenues  received  by FSE from new
customers of the Games and/or  Additional Games directly or indirectly  referred
to by STATS ("Referral Fee").

     (b) FSE shall pay to STATS 10% of the a net  revenues  received by FSE from
customers  once the total  number of annual  paid  teams  exceeds  the  baseline
threshold of 61,115 paid teams.  Paid team refers to an individual fee paid by a
participant  playing one of FSE's games but does not include any participants in
private label games that may be

                                                                              10
<PAGE>

developed by FSE or STATS.  The net revenues are defined as fees received  minus
credit card fees, minus rev share participation.

     (c) STATS shall secure revenues for any private label games ("Private Label
Revenues")  based on  FSE's  current  games as  defined  herein.  Private  Label
Revenues from such games shall be shared 50/50.

5.   FSE shall pay to STATS all amounts due pursuant to this  paragraph 3 within
twenty  five  (25)  days of the end of the  month in  which  such  amounts  were
collected.  When making a payment, FSE shall provide STATS a written report that
identifies the transactions giving rise to such payment.

6.   In the event FSE obtains  the right to run  free-to-play  fantasy  games on
NASCAR.com  ("NASCAR.com  Games"),  FSE  shall so notify  STATS and STATS  shall
perform  services  with respect to such  NASCAR.com  Games  consistent  with the
services  provided with respect to the Games. In consideration for such services
with respect to the NASCAR.com  Games,  FSE shall pay to STATS (i) an Additional
Technical  Services and License Fee in the amount of $75,000,  payable  prior to
the launch of such NASCAR.com Games and (ii) an incremental fee of $.10 per user
for each user above a threshold of 125,000 users.

7.   Any late  payments of the above noted fees shall bear  interest at the rate
per annum equal to the lesser of (i) one and one-half percent (1 1/2%) per month
or (ii) the highest rate permitted under applicable law.

8.   Reporting Requirements.

     (a) Reporting Requirements.  FSE shall forward to STATS, within twenty five
(25) days after the end of each month,  monthly  statements  accounting  for all
transactions  that are subject to payments to STATS.  STATS shall forward to FSE
statements  setting  forth the  number of paid  teams each month for each of the
Games,  and shall  include a  calculation  of the amounts of any  Referral  Fees
and/or Incremental Fees due and owing to STATS by FSE.

     (b) Books and Records.  FSE shall maintain separate accounts and records at
their  principal  place of  business  for  revenues  generated  pursuant to this
Agreement as are necessary for the  determination of all amounts due STATS under
this Agreement.  STATS shall also have the right to hire an independent  auditor
to inspect  FSE's  records and books of account for the purpose of verifying the
sums due to STATS  hereunder.  STATS  shall  give  FSE not  less  than  five (5)
business  days  advance  written  notice of any  audit.  The  auditor  shall not
disclose to STATS or any other third party the contents of the books and records
being audited other than the information  necessary to determine whether FSE has
paid all amounts  due to the STATS  pursuant  to this  Agreement.  If such audit
reflects  that FSE has  underpaid  the STATS any amounts due  hereunder  by five
percent (5%) or more,  FSE being audited shall bear the cost of such audit.  Any
underpaid  amounts shall be immediately  due and payable and shall bear interest
at the rate of ten  percent  (10%) per annum from the date such  amounts  should
have been paid.


                                                                              11
<PAGE>

                                    EXHIBIT C
                             Service Level Agreement


     This  Service  Level   Agreement  (the  "SLA")  sets  forth  the  level  of
maintenance, customer support, and technical support to be provided by STATS for
the Games during the Term as described in the Agreement.

     1.  Definitions.  In addition to the capitalized terms defined elsewhere in
this SLA, the following terms have the meanings ascribed to them below:

          (a) "Correction" shall mean a modification or addition that, when made
in response to an Error,  establishes  material  conformity to the definition of
the delivery of the Games as set forth in the Agreement.

          (b)  "Error"  shall mean the  failure  of any  portion of the Games to
substantially  perform in  accordance  with the  Agreement  or any  reproducible
defect in a feature or function of the  delivery  of licensed  material  for the
Fantasy Games that results in data loss, data corruption,  abnormal  termination
of a  program  (i.e.,  a crash,  quit,  exit or other  similar  phenomenon),  an
infinite  loop or "hang,"  and  arithmetic  or logic  error or similar  manifest
malfunction.  For purposes of assigning  priority to handling of calls received,
all Errors shall be classified as one of the following:

               (i)  "Class 1 Error"  shall mean any  condition  where any of the
Games that should be operating as set forth in the  Agreement  are not operating
or available to users (e.g. outage, software,  server or devices down that cause
FSE customers not to be able to access site and causing  critical  impact to the
business).

               (ii) "Class 2 Error"  shall mean any  condition  where any of the
Games that should be operating as set forth in the  Agreement  are not operating
according to  specifications  for that  particular Game (e.g. one or more of the
services are down, such that FSE is experiencing degraded performance).

               (iii) "Class 3 Error" shall also mean any condition  where any of
the Games that should be operating as set forth in the  Agreement do not receive
up date or accurate data files for access by users in playing the Game.

          (c) "FSE Error" shall mean the  disposition  of a service call whereby
it was established that the Games were functioning as designed,  but that a Game
may not be operating or operating properly because of some action or omission by
FSE.

          (d)  "Normal   Working  Hours"  shall  mean  STATS'  normal  hours  of
operation,  currently  between  9 AM and  6PM PM  CST,  Monday  through  Friday,
excluding  US  holidays.  Normal  Working  Hours are those  periods of time when
STATS' office is fully staffed.

          (e) "Support"  shall mean telephone and remote  diagnostic  support to
FSE (not  directly  with end users) with regard to support of the  operation the
Games and maintenance modifications, error corrections or bug fixes necessary to
bring the Games into conformance with the Agreement.

                                                                              12
<PAGE>

          (f) "Workaround" shall mean a procedure or routine that, when observed
in regular  operation  of the  delivery of  licensed  material,  eliminates,  or
mitigates the practical adverse effect of an Error in a commercially  reasonable
manner.

All other  capitalized  terms used in this SLA and not otherwise  defined herein
shall have the meanings ascribed to them in the Agreement.

     2. STATS'  Customer  Support  Obligations.  STATS shall provide  reasonable
support to FSE Customer  Service  Personnel during the Term,  including  without
limitation, STATS shall be responsible for all Game registrations,  reports (web
and/or  e-mail),  and  response  via e-mail to FSE  Customer  Service  Personnel
inquiries generally within one (1) business day of STATS' receipt of inquiry.

          (a) Telephone  Support to FSE.  STATS shall provide FSE with access to
STATS'  technical  support  personnel  with  the  objective  of  maintaining  or
restoring the operational  capabilities of the Games. Support personnel shall be
available for telephone  contact during Normal Working Hours.  Where restoration
cannot be promptly  effected,  STATS shall use reasonable  commercial efforts to
provide a Workaround as a temporary  solution while continuing to work towards a
Correction.  STATS shall provide FSE with telephone access to support  personnel
outside   of  Normal   Working   Hours  via   STATS'   customer   service   line
(1-888-633-2910).

          (b)  Response Times.

               (i) STATS shall respond in a commercially  diligent manner to all
requests for assistance  within fifteen (15) minutes of notification of an Error
by a FSE Contact,  communicated  to it by telephone  during the normal  business
hours set forth in  paragraph  2(a)  above.  STATS  shall  endeavor to provide a
Correction quickly and keep FSE informed of its resolution efforts.

               (ii) STATS shall respond in a commercially diligent manner to all
requests for assistance  within fifteen (15) minutes of notification of an Error
by a FSE Contact, communicated to it by telephone after 6 PM CST weekdays or any
hour on weekends and holidays.

               (iii) In order to provide effective  service  consistent with the
severity of the  problem to FSE,  STATS  shall use all  commercially  reasonable
efforts  to  supply  FSE  with a  Workaround  or  Correction  for the  Error  in
accordance with the following  table;  provided  however,  that FSE acknowledges
that infrequent and isolated  instances  (e.g., one or two instances every other
month) of STATS  failure to meet the time  deadlines  set forth in the following
tables shall not constitute a material breach of this SLA.

<TABLE>
<CAPTION>
------------------------------------------------------- -----------------------------------------------------
Types of Error                                          Workaround or Correction
------------------------------------------------------- -----------------------------------------------------
<S>                                                     <C>
Class 1 Error or Emergency Call related to operations   If initial notification is made to STATS
of Games                                                during Normal  Working Hours , no longer
                                                        than 1 hour If initial  notification  is
                                                        made to STATS outside of Normal  Working
                                                        Hours, no longer than 3 hours
------------------------------------------------------- -----------------------------------------------------
Class 2 Error                                           As soon as  possible,  but in any event,
                                                        no longer than 12 hours
------------------------------------------------------- -----------------------------------------------------
Class 3 Error                                           No longer than 24 hours
------------------------------------------------------- -----------------------------------------------------
</TABLE>

                                                                              13
<PAGE>

          (c) Critical  Time Periods.  In order to provide an effective  service
level,  STATS shall  provide a fully alert staff  during  critical  time periods
("Key Revenue  Generating  Time Frames" or "Key Customer  Service Time Frames"),
where economic or customer  satisfaction is critical to FSE. A STATS  designated
representative  will know about these  critical  time periods by either  written
communication  in this contract,  or written  communication as soon as possible,
but no later than 3 days prior to the  critical  time period from FSE. The STATS
representative  will be responsible for communicating the specific critical time
frames  to  this  fully  alert  staff  and  the  criticality  of  specific  site
functionality and availabilty,  after having discussed this with FSE. STATS will
provide the "emergency"  contact numbers to FSE.

          (d) Key Revenue  Generating Time Frames.

              (i.)  The  Days  of  Advertising  Placement  on mass  media,  i.e.
Television  Commercial Airings,  Television Feature Story Airings,  Television &
Radio Interviews,  Internet Launches i.e.  NASCAR.com ad banners or link buttons
initially launching on a secondary website.

              (ii.) Two weeks  prior to the start date on Winston Cup Spring and
Fall Challenges.

              (iii.) One week prior to the start date on all other challenges.

          (e) Key Customer  Service Time  Frames.

              (i.) The first trade window,  i.e. the second weekend changes made
to initial team selections.

              (ii.) The  Results  Day,  when all  results  are  promised  to the
participant, i.e. Wednesday 9 AM EST.

          3.   Infrastructure.

          (a) Bandwidth. STATS will provide commercially reasonable bandwidth on
the Internet at all time.  STATS will  provide a redundant  link to the Internet
where  FSE's  bandwidth  will be  carried.  STATS  will have two  different  ISP
carriers to eliminate single points of failure.  FSE is currently using 512kb of
bandwidth.

          (b) Hosted Site Backups. STATS shall make an incremental/differential,
daily backup of the Hosted site.  STATS will  maintain  these daily  backups for
thirty (30) days. Additionally a full backup will be performed weekly and stored
at a secure off site location.

          (c) Maintenance. STATS shall from time to time have scheduled downtime
to perform maintenance.  STATS shall notify FSE a minimum of 24 hours in advance
of any such scheduled downtime. STATS shall use its best efforts to schedule any
such downtime during off-peak usage hours of the site.

          (d) Security. STATS shall use its best efforts to prevent unauthorized
access to the Hosted Site,  other  restricted  areas of the Hosted Site, and any
databases or other sensitive material generated from or used in conjunction with
the Hosted Site. STATS shall notify FSE with in 8 hours of any security breaches
or holes known by STATS.

          (e) Server Response Time. STATS will via reasonable commercial efforts
to provide optimal system performance with respect to page displays, information
searches and financial transactions.

          (f) System  Monitoring.  STATS will  monitor  key  variables  on FSE's
systems 24X7. If a problem is detected, STATS will notify FSE of the problem.

                                                                              14
<PAGE>

     4. FSE  Cooperation.  FSE shall be cooperative in providing access to data,
personnel,  etc. that may be pertinent to the diagnosis of any problem STATS has
been  requested  to  correct.  For FSE Errors,  STATS shall  assist FSE with the
courtesy and diligence of good service,  but the obligations to remedy the Error
rests solely with FSE. FSE shall use commercially  reasonable  efforts to remedy
any FSE Error of which FSE  becomes  or is made  aware of within a  commercially
reasonable time frame.

     5.   Support Fees.

          All Support is provided for the  consideration  in the  Agreement  and
included at no  additional  charge.  Any  additional  costs in  providing  added
bandwidth,  server  capacity,  etc. to meet the requirements of this SLA will be
borne by STATS.

                                                                              15