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                                 USER AGREEMENT

This AGREEMENT is entered into as of JANUARY 10, 2000, by and between
TICKETS.COM, Inc., a Delaware Corporation and ANGEL CITI FILM AMD MUSIC MARKET
("User") at 1680 N. VINE STREET, SUITE 904, HOLLYWOOD, CALIFORNIA 90028
323-978-0032.

IN CONSIDERATION OF THE MUTUAL PREMISES AND COVENANTS SET FORTH HEREIN, THE
PARTIES AGREE AS FOLLOWS:

1.       LICENSE: User hereby licenses TICKETS.COM to act as its exclusive agent
         for the sale of User's tickets to all of User's events that are
         available for sale to the general public. Exclusive is herein defined
         to mean that TICKETS.COM will act as User's only off premises ticket
         agency, only telephone ticket agency, only telephone ticket sales
         operation for single tickets except those sold to season ticket
         customers, and only service offering, User's tickets for sale via any
         and all computer-based systems to any other remote technology as the
         same is set forth in definition of Ticket System. User retains the
         right to sell User's tickets at User's Box Office to customers
         appearing in person or ordering by mail. If user's Box Office is
         computerized by TICKETS.COM, all tickets "open" for sale to the general
         public will be "open" for sale through the Ticket System as well as the
         Box Office.

2.       TERM: The initial term of this Agreement shall be 2 YEARS commencing on
         the date hereof. The term of this Agreement shall be extended in
         accordance with the provisions of Section II of the Additional Terms
         and Conditions included herein.

3.       PRICES:

         a)       User shall establish the face price of all tickets sold
                  through the TICKETS.COM System.

         b)       TICKET.COM's Customer Convenience Fee shall be consistent with
                  convenience fees now charged to TICKETS.COM's customers or as
                  otherwise mutually agreed upon.

         c)       BASSCHARGE per order fee shall be consistent with BASSCHARGE
                  per order now charged to TICKETS.COM's customers.

4.       INSIDE CHARGES: TICKETS.COM shall be entitled to the following
         per-ticket inside charges from User, to be deducted from settlement:

         a)       Ticket Center Sales: $ per ticket sold at a Ticket Center 0.0%
                  OF THE GROSS TICKET PROCEEDS COLLECTED AT THE TICKET CENTER.

         b)       Telephone Sales: $ per ticket sold by telephone 2.7 % OF THE
                  GROSS TICKET PROCEEDS COLLECTED THROUGH BASSCHARGE. Note: This
                  amount or rate may be changed up or down upon 30-days written
                  notice if TICKETS.COM credit cards rates are changed.

         c)       Advance Ticket Printing: $0.10 per ticket printed by
                  TICKETS.COM in advance, $50.00 minimum per order. For all
                  ticket printing orders TICKETS.COM requires advance notice of
                  seven (7) business days. d) See VIII f.

5.       SET-UP PROCESSING FEE: $350.00 (ONE TIME INITIAL FEE) IS WAIVED.

6.       SETTLEMENT: TICKETS.COM shall collect the proceeds from sales of
         tickets, deposits such proceeds due to User less the amounts
         TICKETS.COM is entitled to retain pursuant to this Agreement. Such
         payment shall be made on Friday of each week for ticket sales to
         Performances occurring during Monday through Sunday of the week
         proceeding such payment date.

7.       ADVERTISING: In all print advertising or other promotional material
         which User creates, causes to be produced, controls or recommends
         relating to any Performance, User shall include the current and
         approved TICKETS.COM logo and wording. All broadcast copy should
         include the following wording: "Tickets available through
         WWW.TICKETS.COM OR, (888) 464-2468. Tickets are subject to a
         convenience fee." User is obligated to include phone number for
         appropriate market only. If user maintains a site on an on-line
         computer service, or any portion of the Internet, User agrees as
         follows: If its site provides information concerning sale of User's
         Tickets which are subject to this Agreement, User will arrange for a
         hyperlink to the appropriate TICKETS.COM on-line or internet site to
         accomplish all on-line ticket sale transactions or information.
         TICKETS.COM will furnish address as applicable and required. See also
         VI of the Additional Terms and Conditions.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.

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USER:    ANGEL CITI FILM FESTIVAL AND MUSIC MARKET            TICKETS.COM

<S>                                                          <C>
By: _____________________________________                     By: _____________________________________

Printed Name:     Larry Hartman                               Title: _____________________Date:___________

CEO               Date: ________________                       Representative: Susan Forbes

Federal ID # _________________________________

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WWW. TICKETS.COM 1855 Gateway Boulevard, Suite 630, Concord, CA 94520 main
925-671-4000 fax 925-671-4044 BASS Tickets Protix Fantastix Advantix SQL
Prologue PASS Art Soft TicketMaker Professional Access Control System 2100

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

         a)       BASSCHARGE: The service TICKETS.COM has established which
                  enables the public to call a phone number, use on-line
                  services or other remote technology and charge the purchase of
                  User's tickets.

         b)       BOX OFFICE: The ticket locations at the facility that are
                  operated by User or by the facility management.

         c)       CUSTOMER CONVENIENCE FEE: The per-ticket amount charged to a
                  ticket purchaser for the convenience of using the TICKETS.COM
                  System and the charge per telephone order assessed for
                  BASSCHARGE telephone orders, which covers postage and
                  handling.

         d)       FACILITY: The building or venue at which a Performance
                  sponsored or promoted by a User is held.

         e)       INSIDE CHARGE: The amount charged by TICKETS.COM to User for
                  services rendered by TICKETS.COM under this Agreement.

         f)       PERFORMANCE: A sporting event or other entertainment feature
                  sponsored or promoted by User and with respect to which User
                  has authority to sell tickets to the public.

         g)       SET-UP FEE: The amount charged by TICKETS.COM for inauguration
                  of User into the TICKETS.COM System.

         h)       TICKET CENTER: A retail ticket selling agency licensed by
                  TICKETS.Com to sell tickets to a Performance as made available
                  through the TICKETS.COM System and are offered for sale to the
                  public.

         i)       TICKET SYSTEM: The ticket centers, box offices and BASSCHARGE
                  department established and operated by or contracted by
                  TICKETS.COM for the purpose of selling and / or printing
                  tickets; including but not limited by this reference to the
                  computer system and any other remote electronic technology
                  such as fax, on-line services, Internet, kiosks, interactive
                  TV or any other remote ticket selling and delivering equipment
                  or devices and methods used to sell, deliver or make tickets
                  available.

II.      TERM: The initial term of this Agreement is set forth in Paragraph 2 on
         the first page of this Agreement. This Agreement shall be automatically
         renewed for successive one (1) year terms following the initial term
         hereof, unless either party notifies the other party in writing, not
         less than ninety (90) nor more than one hundred-twenty (120) days prior
         to the end of the initial term or the current renewal term, of its
         intention not to renew this Agreement.

II.      SALES/PRICES:

         a)       User hereby authorizes TICKETS.COM to establish any policy
                  that TICKETS.COM Shall Determine in connection with the
                  acceptance of cash and credit cards for the payment of tickets
                  by consumers.

         b)       User hereby authorizes TICKETS.COM to collect the face price
                  of each ticket and the Customer Convenience Fee and The
                  BASSCHARGE per order fee as applicable from each ticket
                  purchaser. TICKETS.COM shall be entitled to retain the full
                  amount of the Customer Convenience Fee in partial
                  consideration for the services it performs hereunder and any
                  and all interest earned thereon.

         c)       TICKETS.COM may deduct the inside charges and Customer
                  Convenience Fees set forth under paragraph 4 of this Agreement
                  from the settlements paid to User.

         d)       The set-up fee shall be non-refundable and shall be due and
                  payable upon execution of this Agreement by User.

         e)       Upon User's request, TICKETS.COM may, but shall not be
                  obligated to, provide tickets to User at the Box Office at the
                  price set forth in Paragraph 4 ( c ) of this Agreement.

III.     REPRESENTATIONS AND WARRANTIES: User hereby represents and warrants to
         TICKETS.COM as follows:

         a)       This Agreement has been duly authorized, executed and
                  delivered by User and constitutes the valid, legal and binding
                  agreement of User, enforceable in accordance with its terms.

         b)       The entering into and performance of this Agreement will not
                  result in any breach of, or constitute a default under, any
                  other agreement to which User is a party, including, without
                  limitations thereby, any agreement for the sale or other
                  disposition of tickets for the performance.

         c)       There is no existing exclusive agreement or understanding
                  between User, and/or the facility's owners or operators and
                  any third party respecting the sale of tickets for any
                  Performance held at the facility that would invalidate this
                  Agreement.

         d)       User is an agent of each facility at which any of its
                  Performances are held and is duly authorized in such capacity
                  to execute and deliver this Agreement for ticketing services.

         e)       User warrants that the number of tickets put on sale does not
                  exceed legal, fire or other restrictions of the facility or
                  governmental agencies or laws.

         f)       User shall indemnify, hold harmless and deferred TICKETS.COM
                  from any and all claims, losses, damages, actions, causes of
                  action, liabilities, costs and expenses of any kind, including
                  attorney's fees, arising from any actual or claimed breach by
                  User of any and all of User's obligations under this Agreement
                  or under applicable law.

IV.      SETTLEMENT: Settlement payments shall be made by check payable only to
         User and delivered by mail to User. Delivery of said check shall
         constitute full performance by TICKETS.COM of its obligation to make
         such a settlement payment to User or to any person whatsoever.
         TICKETS.COM shall be entitled to retain for a period up to one hundred
         eighty (180) days an amount of not more than ten percent (10%) of
         proceeds from tickets priced at fifty dollars ($50.00) or over and sold
         by BASSCHARGE service. Such withheld funds will be used to offset any
         customer credit card "charge-backs" which occur during the withheld
         period. TICKETS.COM will remit the withheld amount plus interest at
         TICKETS.COM's earnings rate less any charge-backs at the end of the
         withheld period. TICKETS.COM will furnish User with all documentation
         concerning customer's "charge-backs" pertaining to User's events.


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VI.      ADVERTISING: In the event that available advertising space does not
         permit the full inclusion of the wording appearing in the other
         provision of this Agreement, then a condensation thereof must be
         approved by TICKETS.COM. However, with the exception of collateral
         material, the failure to include TICKETS.COM in any advertising or
         promotion of a Performance shall be a material breach of this Agreement
         and cause for immediate termination by TICKETS.COM

VII.     TAXES: If any city, county, municipality, district, state or federal
         statute subsequently enacted imposes a sales, excise, use, or other tax
         or assessment or charge which is placed upon the admission, ticket, or
         right to occupy a seat at a performance, event, or game, it is
         understood and agreed that such tax will be imprinted on the ticket and
         be exclusive of the ticket price or convenience charge and shall be
         collected by TICKETS.COM as a portion of the price of admission.
         TICKETS.COM shall remit the same to the entity involved and make,
         execute, and complete any and all reports or returns required by any
         such law, ordinance, or regulation, and shall be have no further
         liability or obligation. Any other additional charges or costs shall be
         borne by User. In the event TICKETS.COM is to be held responsible for
         any such taxes or assessments, TICKETS.COM at its sole option may
         cancel and terminate this Agreement on ten (10) days written notice
         unless User shall, in writing, agree to reimburse TICKETS.COM for the
         amount of any such taxes.

VIII.    MISCELLANEOUS:

         a)       AMENDMENTS: This Agreement shall not be changed, modified or
                  amended in any respect without mutual consent of the parties
                  hereto, which consent shall be evidenced by a written
                  amendment to this Agreement executed by the parties hereto.

         c)       APPLICABLE LAW: This Agreement shall be governed by, and
                  construed I accordance with, the laws of the State of
                  California.

         d)       BINDING EFFECT: The terms, conditions, provisions and
                  undertakings contained in this Agreement shall be binding upon
                  and inure to the benefit of each of the parties and their
                  respective successors and assigns. User shall not assign this
                  Agreement without the prior written approval of TICKETS.COM.

         e)       CONFIDENTIAL: User and TICKETS.COM agree that the terms of
                  this Agreement shall be maintained by the parties on a
                  confidential basis and shall not be disclosed to any third
                  party without User or TICKETS.COM's prior written approval.

         f)       PERFORMANCE INFORMATION: Prior to any Performance or the sale
                  of any tickets to the same, User shall, in a timely manner,
                  furnish TICKETS.COM with any and all information that
                  TICKETS.COM may request in order for TICKETS.COM to program
                  the Performance into the TICKETS.COM System, including, but
                  not limited to, the names of the performers, the dates of the
                  performances and the face price of all tickets. TICKETS.COM
                  shall enter such information given into the TICKETS.COM System
                  within five (5) working days after receipt thereof and will
                  notify User when event information is ready to verify. User
                  accepts all responsibility for such information after such
                  verification.

         f)       INFORMATION CHANGE:

                  i)       If User elects to change the information contained on
                           its ticket header or changes pricing categories or
                           other event information and has been fully informed
                           by TICKETS.COM of the possible confusion or problems
                           that could result, User agrees that it will be solely
                           responsible and liable in the event of any misstated
                           information or claimed losses. User agrees to assume
                           all risks related thereto, including but not limited
                           by this designation to claimed losses of ticket
                           sales, losses of revenues or income, damages, or
                           claims of any kind or nature whatsoever.

                  ii)      If User requests a major change to the initial
                           information submitted by User and entered by
                           TICKETS.COM into the Ticket System, TICKETS.COM
                           reserves the right to assess an additional processing
                           charge. Such change and subsequent charge will not be
                           assessed by TICKETS.COM until TICKETS.COM has
                           notified User and User has agreed to accept the
                           charge.

                  iii)     If User requests a change of payee, TICKETS.COM
                           reserves the right to assess a twenty-five dollar
                           ($25.00) charge for each change, which shall be
                           withheld from settlement.

                  iv)      If User requests a change of address, TICKETS>COM
                           reserves the right to assess a ten dollar ($10.00)
                           charge for each change, which shall be withheld from
                           settlement.

         g)       LIMITATION OF LIABILITY: In the event of any breach of this
                  Agreement by TICKETS.COM, and because of the impracticability
                  and difficulty in being able to assess damages, the limitation
                  of any claim of loss by User shall be no greater than the
                  proven financial loss sustained by User by virtue of such
                  breach, and in no event greater than three hundred fifty
                  dollars ($350.00). In no event shall TICKETS.COM or User be
                  liable for incidental or consequential damages arising out of
                  this Agreement.

         h)       NO MINIMUM SALES: It is understood that TICKETS.Com does not
                  guarantee (I) that any minimum or fixed number of tickets will
                  be sold through the TICKETS.COM System, (ii) that short term
                  interruptions of service will not occur during the term hereof
                  or (iii) that each person processing ticket orders will be
                  fully familiar with each or all of the Performances.

         i)       NOTICES: Any notice required or permitted to be given by the
                  provisions hereof shall be conclusively deemed to have been
                  received by a party hereto on the day it is delivered to such
                  party at the address indicated under said party's signature on
                  the reverse side hereof (or at such other address as such
                  party shall specify to the other party I writing) or if, sent
                  by registered or certified mail, on third business day on
                  which it is mailed to such party at said address. Unless
                  specifically stated to the contrary herein, all notices
                  required under this Agreement must be in writing.

         j)       PROMOTION: It is understood that TICKETS.COM does not
                  guarantee to create or undertake any specific advertising or
                  promotions, nor does TICKETS.COM guarantee any specific
                  distribution or dissemination of User's materials or
                  promotional matters.

         k)       REFUNDS/EXCHANGES: User agrees to comply with TICKETS.COM's
                  reasonable business practices concerning the return,
                  refunding, and/or exchange of tickets.

         l)       User warrants that it conducts its operations in a
                  nondiscriminatory manner in compliance with applicable legal
                  requirements, including and without limitation the Americans
                  With Disabilities Act and California's Unruh Civil Rights Act
                  and Disabled Persons Act, Civil Code SS 51et seq. User agrees
                  to indemnify and hold TICKETS.COM free and harmless from any
                  loss, claim, cause of action or damage which may occur as a
                  result of any claim of breach of any such obligation, pursuant
                  to paragraph IV. (f.) of this Agreement.

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