<PAGE>

                                   [Material marked with an asterisk has been
                                   omitted from this document pursuant to a
                                   request for confidential treatment and has
                                   been filed separately with the Securities and
                                   Exchange Commission.]

MAJOR LEAGUE BASEBALL

August 30, 1999

Mr. Frederick R. Licht, Esq.
Ultimate Sports Entertainment, Inc.
 2444 Wilshire Blvd.
 Suite 414
 Santa Monica, CA 90403

Dear Rick:

Major League Baseball Properties, Inc. ("MLBP"), on its own behalf and on behalf
of the Major League Clubs has agreed to grant Ultimate Sports Entertainment,
Inc. ("Licensee") a nonexclusive license to publish a series of baseball comics,
subject to approval by the Major League Clubs (the "Clubs"), and the execution
of a licensing agreement agreeable to both parties (the "License Agreement"):

Term:          The license period shall run from: August 1, 1999 - November 30,
               2000; unless sooner terminated in accordance with the terms
               hereof, provided, however, that the license period shall be
               extended through December 31, 2001, unless sooner terminated in
               accordance with the terms hereof, in the event the agreement
               pursuant to which MLBP (or MLBP's successor hereunder) is
               authorized by the Clubs to grant the rights and assume the
               obligations herein is extended through such date and continues to
               authorize MLBP (or MLBP's successor hereunder) to so grant such
               rights and assume such obligations.

               Prior to the expiration of the license period, MLBP and Licensee
               agree to discuss in good faith renewing or extending the license
               period for an additional period (if authorized as set forth
               above) under mutually agreeable terms and conditions.
               Notwithstanding the foregoing, neither party shall have any
               obligation to extend or renew this licensing arrangement.

Product Description:

               A series of baseball comic books featuring the likenesses of
               current Major League Baseball players in Club uniforms (the
               "Publication").

               Publication Specifications:

               Comic book titles:         TBD
               size:             6-5/8 x 10-1/4

MAJOR LEAGUE BASEBALL Properties       paper stock:  Cover  10 Point Card Stock
                                                            Glossy

245 Park Avenue                                      Text     40#
                                       print order:             TBD
New York, New York 10 167              suggested retail price:  $3.95

Phone 2 1 2~93 1 ~7900

www-majorleaquebaseball.corn
-2

<PAGE>

                                   [Material marked with an asterisk has been
                                   omitted from this document pursuant to a
                                   request for confidential treatment and has
                                   been filed separately with the Securities and
                                   Exchange Commission.]

Territory:               Worldwide.

Official Designation:    MLBP grants the right for Licensee to designate the
                         Publication an "Official Publication of Major League
                         Baseball" and to use the "Major League Baseball
                         silhouetted batter" logo and/or "Official Publication"
                         logo on the cover of the Publication. MLBP shall
                         determine in its sole discretion which logo Licensee
                         shall use on the-cover of the Publication.

Services:                Licensee agrees to develop and produce, at its own cost
                         and expense, the Publication. Licensee responsibilities
                         in connection therewith shall include, but not be
                         limited to, developing and producing the layout,
                         design, illustrations, photographs, graphics, charts
                         and any editorial and statistical content. Licensee
                         shall also be responsible for manufacturing the
                         Publication, including but not limited to, ink, paper,
                         printing, binding and shipping to distribution
                         locations, or may subcontract such manufacturing (i.e.,
                         producing and printing) responsibilities to a third
                         party, provided MLBP provides written approval of such
                         third party.

MLB Marks:               MLBP grants the rights to names, characters, symbols,
                         designs, likenesses, visual representations and such
                         other similar or related identifications of the
                         following noted organizations to be used in connection
                         with the Publication and with the marketing, promotion
                         and sale of the Publication: (1) Major League Baseball
                         Properties, Inc. (including the Major League Baseball
                         silhouetted batter and logos), (2) the American League,
                         (3) the National League, and (4) All-Star Game,
                         Division Series, League Championship Series, World
                         Series, other names given to such games or events and
                         other names given to other Major League Baseball
                         playoff games and (5) all current Major League Baseball
                         Clubs (hereinafter collectively referred to as the "MLB
                         Marks"). Licensee acknowledges that the authorization
                         granted hereunder does not include authorization to
                         utilize the names and/or likenesses of any Major League
                         Baseball player or other individual.

Minimum Guarantee:       As an advance payment against all monies earned under
                         the terms of this Agreement, Licensee shall pay to MLBP
                         the following amounts: * due upon execution of this
                         Agreement; * due August 15, 2000. And if the license
                         period is extended pursuant to Term above: * due
                         August 15,2001.

Percentage Compensation: MLBP shall receive a royalty of * on net sales (as
                         defined below) of the Publication.

<PAGE>

                         The term "net sales" shall mean gross sales less
                         quantity discounts and actual returns, but no deduction
                         shall be made for uncollectible accounts, commissions,
                         taxes or any other amount. No costs incurred in the
                         promotion, advertisement, production, distribution or
                         sale of the Publication shall be deducted from any
                         Percentage Compensation payable by Licensee.

Advertising Sales:       During each year of the license period, MLBP will
                         receive, free of cost, one full -advertising page in
                         the Publication. MLBP may sell this page, and shall be
                         entitled to retain all revenue derived therefrom. All
                         other advertising pages may be sold by either party, in
                         Licensee's case, subject to MLBP'S approval of the
                         identity of the purchaser and content of advertisement.
                         Licensee acknowledges that MLBP will have a protected
                         list of accounts consisting of licensees, sponsors and
                         publishing accounts to whom Licensee is prohibited from
                         selling advertising pages. Should MLBP sell advertising
                         pages in addition to the one complimentary advertising
                         page specified in the previous paragraphs, collected
                         net revenues from such advertising pages shall be
                         apportioned between Licensee and MLBP as 75% and 25% of
                         such net revenues respectively.

Distribution:            Licensee shall be responsible for distribution of the
                         Publication.

                         The Publication may be sold globally through
                         traditional newsstand channels as well as to jobbers,
                         wholesalers, distributors or retailers for sale or
                         resale and distribution to retail stores and merchants
                         for their resale and distribution directly to the
                         public. However, Licensee shall not permit the use of
                         the Publication as a premium (as defined below), except
                         with the prior written consent of MLBP and pursuant to
                         the provisions relating to the premium or special
                         sales. The term "premium" shall be defined as
                         including, but not limited to, free or self-liquidating
                         items offered to the public in conjunction with sale or
                         promotion of a product or service, including traffic
                         building or continuity visits by a customer, or any
                         similar scheme or device, the prime intent of which is
                         to use the Publication in such a way as to promote,
                         publicize and/or sell the products, services or
                         business image of the third party company.

Copyright:               MLBP shall be the sole and exclusive owner of the
                         copyright rights to and in the MLB Marks, statistical
                         information compiled (including, without limitation,
                         the format, display and compilation of such statistics)
                         by MLBP and/or affiliates (the "Statistics") and any
                         editorial matter contributed by MLBP. Licensee
                         acknowledges the proprietary nature of the Statistics
                         and acknowledges that all copyrights in such Statistics
                         belong to MLBP and/or the Office of the Commissioner of
                         Baseball, as the case may be. Any use Licensee makes of
                         the Statistics shall confer no benefit upon it
                         whatsoever and any such use shall

<PAGE>
                         inure to the benefit of MLBP and/or the Office of the
                         Commissioner of Baseball.

                         Licensee is solely responsible for determining whether
                         the consent of (i) any individuals depicted or referred
                         to, in the materials, including Major League Baseball
                         players, coaches, managers and other personnel, former
                         and current is required; and (ii) any third party in
                         connection with any copyright, trademark, or other
                         property or identified in MLB Marks above, is required.
                         If Licensee determines that such consents are required,
                         Licensee is solely responsible for obtaining such
                         consents directly from such individuals, entity and/or
                         third party.

Insurance:               Licensee shall provide to MLBP evidence of
                         comprehensive general liability insurance of no less
                         than one million dollars ($1,000,000).

Indemnity:               MLBP hereby agrees to indemnify, defend and hold
                         Licensee and its owners, shareholders, directors,
                         officers, employees, agents, representatives,
                         successors and assigns harmless from any claims, suits,
                         damages or costs (including reasonable attorneys' fees
                         and expenses) arising from (i) challenges to MLBP's
                         authority as agent for and pursuant to authority
                         granted by the Clubs to license the ML13 Marks (as
                         defined below) in connection with the manufacture,
                         distribution, promotion, advertisement and sale of the
                         Publication or (ii) assertions to any claim of right or
                         interest in or to the MLB Marks as authorized and used
                         in the Publication, provided in each case that Licensee
                         shall give prompt written notice, cooperation and
                         assistance to MLBP relative to any such claim or suit,
                         and provided further in each case that MLBP shall have
                         the option to undertake and conduct the defense of any
                         suit so brought (including, without limitation,
                         selecting in its sole discretion, counsel therefore)
                         and to engage in settlement thereof at its sole
                         discretion. MLBP shall give Licensee notice of the
                         making of any claim or the institution of any action
                         hereunder against MLBP and MLBP shall direct Licensee
                         as to whether MLBP chooses to defend the action and
                         select counsel therefor, or whether Licensee is to
                         handle the defense of the action (subject to MLBP's
                         approval as to counsel, court filings, discovery,
                         correspondence, general strategies, costs, and the
                         settlement or disposition of the action).

                         Licensee shall assist MLBP, to the extent necessary, in
                         the procurement of any protection or to protect any of
                         MLBP's rights to the MLB Marks, and MLBP, if it so
                         desires and in its sole discretion, may commence or
                         prosecute any claims or suits in its own name or in the
                         name of Licensee or join Licensee as a party thereto.
                         Licensee shall notify MLBP in writing of any
                         infringements or imitations by others of the MLB marks
                         of which it is aware. MLBP shall have the sole right to
                         determine

<PAGE>

                         whether or not any action shall be taken on account of
                         such infringements or imitations. Licensee shall not
                         institute any suit or take any action on account of
                         any such infringements or imitations without first
                         obtaining the written consent of MLBP to do so.
                         Licensee agrees that it is not entitled to share in any
                         proceeds received by MLBP (by settlement or otherwise)
                         in connection with any formal or informal action
                         brought by MLBP hereunder.

                         Licensee hereby agrees to indemnify, defend and hold
                         MLBP, MLBE, the Clubs, the Leagues and BOC, Major
                         League Baseball Properties Canada Inc. ("MLBPC") and
                         Baseball Television International, Inc. ("BTI") and
                         their respective owners, shareholders, directors,
                         officers, employees, agents, representatives,
                         successors and assigns harmless from any claims, suits,
                         damages and costs (including reasonable attorneys' fees
                         and expenses) arising out of (i) any unauthorized use
                         of or infringement of any trademark, service mark,
                         copyright, patent, process, method or device by
                         Licensee in connection with the Publication covered by
                         this Agreement and the License Agreement, (ii) alleged
                         defects or deficiencies in said Publication or the use
                         thereof, or false advertising, fraud, misrepresentation
                         or other claims related to the Publication not
                         involving a claim of right to the MLB Marks, (iii) the
                         unauthorized use of the MLB Marks or any breach by
                         Licensee of this Agreement and the License Agreement,
                         (iv) libel or slander against, or invasion of the right
                         of privacy, publicity or property of, or violation or
                         misappropriation of any other right of any third party,
                         (v) agreements or alleged agreements made or entered
                         into by Licensee to effectuate the terms of this
                         Agreement and the License Agreement, (vi) Licensee's
                         distribution methods, practices, or policies relating
                         to the Publication and/or (vii) Licensee's promotional,
                         marketing, or advertising activities involving or
                         related to the Publication, MLBP, or any of its
                         affiliates. MLBP shall give Licensee notice of the
                         making of any claim or the institution of any action
                         hereunder against MLBP and MLBP may at its option
                         participate in any such action or allow Licensee to
                         handle MLBP's defense (subject to MLBP's approval as to
                         counsel, court filings, discovery, correspondence,
                         general strategies, and the settlement of the action).
                         The indemnifications hereunder shall survive the
                         expiration or termination of this Agreement and the
                         License Agreement.

                         Licensee agrees to promptly notify MLBP in writing of
                         any actions commenced against it in any forum relating
                         to the Publication (irrespective of whether the MLB
                         Marks are implicated thereby) and shall afford MLBP the
                         opportunity to (i) take on the defense of such action
                         on behalf of Licensee or (ii) consult with Licensee in
                         the defense of such action. In either

<PAGE>

                         case, subject to the provisions of the preceding
                         paragraph, MLBP shall bear the costs of such
                         participation.

Quality Control:         Licensee shall submit all materials, including text,
                         design, images and layout for all components of the
                         Publication and all promotional and display materials
                         related to the publication to MLBP for MLBP's approval.

Product Credit:          Licensee shall provide MLBP with 150 free copies of
                         each Publication, for use by MLBP at its sole
                         discretion.

Miscellaneous:           During each year of the license period, Licensee agrees
                         to purchase one four-color full-page advertisement in
                         Little League Magazine, not to exceed the net purchase
                         price of $45,000. Licensee guarantees that MLBP, the
                         Clubs, official Club and/or MLBP retail stores, and
                         Club in-stadium concessionaires will obtain the
                         Publication for retail sale at lowest possible
                         wholesale prices applicable to the channel of
                         distribution through which the Publication will be sold
                         and shall receive prompt shipments and/or deliveries of
                         the Publication, without regard to the relatively small
                         volume their orders may represent MLBP and the Clubs
                         may obtain the Publication for their use, but not
                         resale, at the manufacturer's lowest possible price,
                         which shall in no event be greater than its lowest
                         wholesale price.

Additional specific terms and conditions will be included in the agreement to
follow. Please review and arrange for an authorized representative to sign below
to demonstrate Licensee agreement to these terms and conditions and return to my
attention. Upon execution by MLBP, we will forward to you a copy for your files.

Sincerely,


/s/Donald S. Hintze
Donald S. Hintze
Director of Publishing






  AGREED AND ACCEPTED:

Name: /s/ Frederick R. Licht

Signature: /s/Frederick R. Licht

Title: Pres./CEO

Date: 10/01/99