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Ultimate Sports Entertainment, Inc.

                       ULTIMATE SPORTS DISTRIBUTION AGREEMENT

This agreement (the "Agreement") is made and entered into as of November 30,
1999 between Ultimate Sports Entertainment, Inc. ("Ultimate Sports") and
Comic Cavalcade ("Cavalcade").

1.   ORDER PROCESSING AND RELATED CHARGES.

      (a) There is a monthly guatantee of $2,000 that is the floor minimum
          charge. This is for Cavalcade having the staff on hand to handle the
          orders and our warehousing of your merchandise (in quantities of 2000
          units at a time). This charge also covers all customer service costs
          for the month (order complaints and re-ships, phone call questions,
          address corrections) and there will not be any additional customer
          service costs for each month.

      (b) For each incoming order, Ultimate Sports will be charged a minimum of
          $2.25 per order. That charge will cover up to three (3) products
          in that order and costs associated with taking the call, processing
          the order, and shipping the order. Cavalcade will bill the consumer
          $3.95 per order for shipping and handling, all of which is kept by
          Cavalcade, that will be used to pay for the actual cost of postage,
          packaging, and bagging and boarding each product. Cavalcade will
          charge the consumer more for International shipping, but the full
          costs of that have not yet been determined. For each additional book
          in any given single order, above the first three, Ultimate Sports will
          be charged an additional $0.50. The consumer will be charged an
          additional $3.00 for shipping and handling if their order exceeds ten
          (10) products.

      (c) For any given "premium" book sold, Ultimate Sports will be charged
          $5.00 additional for special processing, tracking and handling. A
          "premium" book is defined as one that has a retail price of greater
          than $50.00 or is of significant replacement value cost or limited
          nature (such as 1 of 100 copies signed by a famous athlete). These
          "premium" books will be fully tracked via UPS or Federal Express and
          given special packaging to prevent damage. The consumer will also be
          charged an additional $3.95 for shipping and handling on these orders.

      (d) Orders will be fulfilled via USPS unless they contain a "premium"
          book. These orders will not be insured and certainly some will be
          lost or damaged in transit. It is understood that in the case of a
          lost or damaged order, Cavalcade will simply send a new one out with
          a minimum of questions asked. Ultimate Sports will be responsible for
          the cost of the merchandise in these cases, but will not be charged
          any additional processing charges from Cavalcade. These customer
          service charges are built into the monthly minimum. Orders of
          "premium" product will be sent fully tracked and insured. In the
          event of a loss, an insurance/damage claim will be submitted to the
          carrier that will cover the cost of the merchandise and processing
          the order again.

      (e) All orders and business by Cavalcade relating to this deal will be
          processed under the Ultimate Sports name. Phone calls will be answered
          with "Ultimate Sports" and all address labels will be marked with
          Ultimate Sports. The end consumer will have the complete illusion of
          dealing only with Ultimate Sports. Phones will be manned from 10 AM
          until 6 PM and the fax machine will be on all the time. Hours may be
          adjusted as traffic warrants.

      (f) Cavalcade reserves the right to adjust the shipping and handling
          charges as needed or in the event of price increases by the delivery
          agents.

2. FINANCIAL TRACKING. Cavalcade will set up an entirely separate bank
account for all Ultimate Sports business through Cavalcade. All bank deposits
as well as electronic credit card deposits will go into this account, and
will be held in trust for Ultimate Sports. All charges related to financial
transactions (bank charges, credit card processing charges, bounced checks,
charge backs on credit cards) will be paid by, and


Initials: Ultimate Sports        Cavalcade

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ULTIMATE SPORTS ENT. DISTRIBUTION AGREEMENT

     deducted from, Ultimate Sports' funds in the account. Cavalcade will work
     on monthly cycles for reconciliation of charges and payments. Cavalcade
     will send Ultimate Sports an accounting of all expenses and charges along
     with a check to Ultimate Sports for its sales minus Cavalcade's expenses
     and charges. For the first few months, Ultimate Sports may actually be
     cuffing Cavalcade checks if sales are not sufficient to cover the floor
     minimum.

  3. SHIPPING TO STADIUMS.  Cavalcade will handle shipping to stadiums from the
     commencement of this Agreement or Ultimate Sports can have Cavalcade handle
     that after it has full warehouse capabilities.  Cavalcade will ship ground
     UPS to stadiums unless otherwise requested.  Cavalcade will charge exact
     shipping cost (as billed to its UPS account) plus 20% to cover labor and
     new packaging required.  All of these shipments will be fully insured and
     trackable.

  4. TIME TABLE.  An 888 phone line and fax line are being installed at this
     time and will be operational on September 1, 1999. As of now, Cavalcade has
     an Internet connection and address (ultsports@net66.com) operational and
     will have a system in place to begin fulfillment by September 1, 1999.

  5. START UP COSTS.  Cavalcade will need $1,000 in on-refundable start up costs
     upon acceptance of this deal.  This will handle bringing in new phone
     lines, setting up bank accounts, credit card terminals, fax machines, of
     fice space, etc.  Cavalcade will also ask for the last month of service
     guarantee paid in advance ($2,000) as well as September's guarantee of
     $2,000 on September 1, 1999.

  6. LENGTH OF DEAL.  The Agreement is for a two-year deal, commencing September
     1, 1999.  Early termination can be done by Ultimate Sports with 30 days
     notice. Upon early termination by Ultimate Sports, Ultimate Sports shall
     pay Cavalcade a kill fee equal to $250 times the number of months remaining
     in the two-year term.  Obviously, Cavalcade expects any problems or
     concerns to be worked through easily, but colossal issues should be
     resolved through binding arbitration conducted under the rules of the
     American Arbitration Association.



ULTIMATE SPORTS ENTERTAINMENT, INC.      COMIC CAVALCADE

By:  /s/Paul Fairchild                   By:  /s/William Christensen
   --------------------------               ---------------------------
Paul Fairchild, Publisher                William Christensen, President
2444 Wilshire Blvd. #414                 9 Triumph Dr.
Santa Monica, CA 90403                   Urbana, IL 61802
Phone: (310) 829-9590                    Phone: (217) 384-2211
Fax: (323) 939-7327                      Fax: (217) 384-2216


Initials: Ultimate Sports     Cavalcade