STOCK PURCHASE AGREEMENT
                                     Between
                   ODYSSEY PICTURES CORPORATION, as Purchaser
                                       and
                          FLANDERS FILM S.A., as Seller

                            Relating to the Shares of
                           E3 Sports New Mexico, Inc.
                                       and
                                Media Trust S.A.





                              Dated: March 2, 1998






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                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE  AGREEMENT dated as of March 2, 1998 (this  "Agreement")
between ODYSSEY PICTURES  CORPORATION,  a Nevada  corporation  ("Purchaser") and
FLANDERS FILM S.A., a Luxembourg corporation ("Seller").

                               W I T N E S S E T H

     WHEREAS,  Seller is the record and  beneficial  owner of certain  shares of
common stock of E3 Sports New Mexico, Inc. ("E3");

     WHEREAS,  Seller is the record and  beneficial  owner of certain  shares of
common stock of Media Trust S.A. ("Media Trust"); and

     WHEREAS,  Seller  wishes to sell and transfer to  Purchaser,  and Purchaser
wishes  to  acquire  from  Seller,  (i)16,200  shares  of  common  stock  of  E3
representing  18% of the total issued and  outstanding  capital stock of E3 (the
"E3 Shares") and (ii) 27,000 shares of common stock of Media Trust  representing
18% of the total issued and outstanding capital stock of Media Trust (the "Media
Trust Shares," and together with the E3 Shares referred to  collectively  herein
as the "Shares").

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  and  undertakings  of the  parties  hereto,  it is  hereby  agreed as
follows:

1 Sale of Shares.

1.1 Seller shall sell,  transfer and deliver to Purchaser at the date,  time and
place indicated in Section 2, for the  consideration  provided in Section 3, the
Shares.  Share  certificates of each of E3 and Media Trust  evidencing  Seller's
ownership  of the Shares  (duly  endorsed  for  transfer  to Seller and with all
necessary transfer tax stamps affixed), shall be delivered to Purchaser free and
clear of all liens,  pledges  and  encumbrances  of every  kind,  character  and
description whatsoever.

2 Date, TIME and Place of Closing.

2.1 The Closing shall be held at the offices of Watson,  Farley & Williams,  New
York,  on such  time and date on or prior to March 31,  1998 as may be  mutually
agreed by Seller and Purchaser.

3 Purchase Price.

3.1 In consideration  for Seller's transfer and sale of the Shares to Purchaser,
Purchaser shall:  (a) Deliver to Seller at Closing two promissory  notes, one in
the amount of Three Hundred and Fifteen  Thousand  United  States  Dollars (U.S.
$315,000)(the  "Media  Trust  Note")  and one in the amount of One  Hundred  and
Thirty-Five  Thousand United States Dollars (U.S.  $135,000)(the  "E3 Note," and
collectively with the Media Trust Note, the "Notes"),  which Notes shall contain
the following terms:

     (i) the entire principal  amount,  together with any interest thereon shall
be paid twelve  months after the date of issuance,  and shall bear interest at a
rate of (a) 8% for the first three month  period,  (b) 12% for the second  three
month period, (c) 16% for the third three month period and (d) 20% for the final
three month period; and

     (ii) any  outstanding  amount of principal and interest may be prepaid,  in
whole or in part, at any time without penalty.

4 Representations and Warranties of Seller.
 
     Seller  represents and warrants to Purchaser that the following is true and
correct as of the date hereof:

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4.1 Seller is the lawful  owner of the Shares of common  stock of each of E3 and
Media Trust described in the first and second  recitals of this Agreement,  free
and clear of all liens,  encumbrances,  restrictions  and claims of every  kind.
Seller has full legal right,  power and  authority to enter into this  Agreement
and to sell,  assign,  transfer and convey the Shares pursuant to this Agreement
and the delivery to Purchaser of the Shares  pursuant to the  provisions  hereof
will transfer to Purchaser good and marketable title thereto,  free and clear of
all liens, encumbrances,  restrictions and claims of every kind. No other person
has any  agreement,  right or option to  acquire  the  Shares,  and there are no
actions,  suits,  or  proceedings  pending,  or  to  the  knowledge  of  Seller,
threatened against or affecting Seller's ownership of the Shares.

4.2  Seller  is a  corporation  duly  organized,  validly  existing  and in good
standing  (to the extent  such  concept  exists)  under the laws of  Luxembourg.
Seller has all  necessary  corporate  power and authority to execute and deliver
this  Agreement,  and to carry out the  transactions  contemplated  hereby to be
performed by it. This Agreement has been duly authorized, executed and delivered
by Seller and is the legal, valid and binding obligation of Seller,  enforceable
in accordance with its terms except as the enforcement thereof may be limited by
bankruptcy and other laws of general  application  relating to creditors' rights
or general principles of equity.

4.3 The execution and delivery of this Agreement by Seller and the  consummation
by Seller of the  transactions  contemplated  hereby  will not:  (i) violate any
provision of the organizational  documents of Seller,  (ii) violate any statute,
ordinance,  rule,  regulation,  order or decree of any court or  governmental or
regulatory  authority  applicable  to Seller,  (iii) require any filing with, or
permit, consent or approval of, or the giving of any notice to, any governmental
or  regulatory  authority,  or (iv) except as would not have a material  adverse
affect on its ability to consummate the transactions contemplated hereby, result
in a violation or breach of, conflict with or constitute a default under, any of
the terms, conditions,  or provisions of any material agreement or instrument or
other obligation to which Seller is a party.
    
4.4 E3 is a corporation  duly organized,  validly  existing and in good standing
under the laws of the State of New  Mexico.  Media Trust is a  corporation  duly
organized, validly existing and in good standing under the laws of Belgium. Each
of E3 and  Media  Trust has the  power to own its  property  and to carry on its
business as now being conducted. Each of E3 and Media Trust is duly qualified to
do business and is in good standing in the  jurisdictions in which the character
or  location  of the  properties  owned or leased  by them or the  nature of the
business conducted by them makes such qualification necessary.
     
4.5  Neither  E3 nor Media  Trust has made any  assignment  for the  benefit  of
creditors  nor  has  it  filed  or  had  filed   against  it,  any   bankruptcy,
reorganization or insolvency  proceedings or other  proceedings  relating to the
relief of creditors.
    
4.6 There are no actions,  suits or proceedings pending or threatened against or
affecting  E3 or Media  Trust at law or in  equity  or before or by any court or
other   governmental   department,   commission,   board,   bureau,   agency  or
instrumentality,  domestic  or  foreign;  and  neither E3 nor Media  Trust is in
default with respect to any order,  writ,  injunction  or decree of any court or
other   governmental   department,   commission,   board,   bureau,   agency  or
instrumentality, domestic or foreign.
   
4.7 Each of E3 and Media Trust owns outright all the  respective  properties and
assets,  tangible and intangible,  of every nature and  description  used in its
business, all free and clear of all liens, claims and encumbrances of any nature
whatsoever.
       
4.8 Seller is not aware of any fact, condition,  contingency,  occurrence or any
other situation  whatsoever  relating to the business of E3 or Media Trust which
is reasonably likely to have a material adverse affect on either the business or
business prospects of either entity.
      
4.9 The sale of the Shares does not transfer control (or any indicia thereof) of
either E3 or Media Trust to Purchaser.  The Shares do not  represent  control of
either of E3 or Media Trust.  For purposes of this Section 4.9,  "control" shall
have the meaning  provided in Rule 405  promulgated  under the Securities Act of
1933, as amended.
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5 Representations and Warranties of Purchaser.
 
     Purchaser represents and warrants to Seller that:

5.1  Purchaser is a corporation  duly  organized,  validly  existing and in good
standing under the laws of Nevada.  Purchaser has all necessary  corporate power
and  authority  to execute  and  deliver  this  Agreement,  and to carry out the
transactions  contemplated hereby to be performed by it. This Agreement has been
duly authorized, executed and delivered by Purchaser and is the legal, valid and
binding obligation of Purchaser, enforceable in accordance with its terms except
as the  enforcement  thereof  may be  limited  by  bankruptcy  and other laws of
general  application  relating to  creditors'  rights or general  principles  of
equity.
  
5.2  The  execution  and  delivery  of  this  Agreement  by  Purchaser  and  the
consummation by Purchaser of the transactions  contemplated hereby will not: (i)
violate any provision of the organizational documents of Purchaser, (ii) violate
any  statute,  ordinance,  rule,  regulation,  order or  decree  of any court or
governmental or regulatory authority applicable to Purchaser,  (iii) require any
filing with, or permit,  consent or approval of, or the giving of any notice to,
any  governmental  or regulatory  authority,  or (iv) except as would not have a
material   adverse  affect  on  its  ability  to  consummate  the   transactions
contemplated  hereby,  result in a violation  or breach of,  conflict  with,  or
constitute a default under, any of the terms,  conditions,  or provisions of any
material  agreement,  instrument  or other  obligation  to which  Purchaser is a
party.
                                                        
6 Covenants of SELLER.

6.1 Seller  covenants and agrees unto  Purchaser that from the date hereof up to
and  including  the date of Closing,  Seller  shall not take any  action,  or by
inaction permit any action to be taken or event to occur,  which would cause any
representation  or  warranty  made by Seller in or pursuant to Section 4 of this
Agreement to be untrue as of the Closing Date.
    
6.2 Seller shall use all reasonable efforts, and take all such actions as may be
reasonably necessary or appropriate, to cause the satisfaction of all conditions
referred  to in  Section  8 of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  by this  Agreement.  Seller shall  cooperate in good
faith with Purchaser in  Purchaser's  efforts to cause the  satisfaction  of the
conditions referred to in Section 8 of this Agreement.
                                                       
7 COVENANTS OF PURCHASER.

7.1  Purchaser  covenants and agrees unto Seller that from the date hereof up to
and including the date of Closing,  Purchaser  shall not take any action,  or by
inaction permit any action to be taken or event to occur,  which would cause any
representation or warranty made by Purchaser in or pursuant to Section 5 of this
Agreement to be untrue as of the Closing Date.

7.2 Purchaser shall use all reasonable efforts, and take all such actions as may
be  reasonably  necessary  or  appropriate,  to cause  the  satisfaction  of all
conditions  referred to in Section 9 of this Agreement and the  consummation  of
the  transactions  contemplated by this Agreement.  Purchaser shall cooperate in
good faith with  Seller in  Seller's  efforts to cause the  satisfaction  of the
conditions referred to in Section 9 of this Agreement.
                                                   
8 Conditions of Closing - Seller.

8.1 The obligation of Seller to consummate the transactions contemplated by this
Agreement  are  subject  to  the  following  conditions  precedent  having  been
satisfied on or prior to the Closing Date:

     (a) Purchaser  shall have  delivered to Seller the Notes as provided  under
Section 3.1(a) of this Agreement.

     (b) All the terms,  covenants and conditions of this Agreement  required to
be complied  with and  satisfied  by  Purchaser  at or prior to the Closing Date
shall have been fully satisfied in all material respects.

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     (c) The  representations and warranties of Purchaser set forth in Section 5
shall be true and correct on and as of the Closing  Date with the same force and
effect as if such  representations and warranties had been made on and as of the
Closing Date,  and Seller shall have  received a certificate  from an officer of
Purchaser to such effect.
         
     (d) Seller shall have received from Purchaser  true and complete  copies of
resolutions of Purchaser's  Board of Directors  approving this Agreement and the
transactions contemplated hereby, certified by Purchaser's Secretary.
         
     (e) No statute,  rule or regulation  or order,  decree or judgment of or in
any  court  or  tribunal  of  competent  jurisdiction  shall be in  effect  that
prohibits Seller from consummating the transactions contemplated hereby.
         
     (f) All consents,  approvals,  orders or clearances of any  governmental or
regulatory authority,  the granting of which is required for the consummation of
the transactions  contemplated  hereby, shall have been obtained and all waiting
periods  specified under applicable law the expiration of which is necessary for
such consummation shall have passed.
         
               All of the conditions precedent contained in this Section 8.1 are
for the  sole benefit  of Seller  and Seller may waive any or all of them in its
sole discretion.
                                                
9 Conditions of Closing - Purchaser.

9.1  The    obligations   of  Purchaser  to    consummate    the    transactions
contemplated by this Agreement are subject to the following conditions precedent
having been satisfied at or prior to the Closing Date:
         
     (a)  Seller  shall  have  tendered  to  Purchaser  the Shares in the manner
provided under Section 1 of this  Agreement.  If requested by Purchaser,  Seller
shall have done,  executed,  acknowledged,  and  delivered to Purchaser all such
further acts, deeds, assignments, transfers, conveyances, powers of attorney and
instruments, whether from Seller or from third parties, as Purchaser in its sole
discretion may deem necessary or desirable to convey and transfer to and vest in
Purchaser all of the right, title and interest in and to the Shares.
         
     (b) All the terms,  covenants and conditions of this Agreement  required to
be complied  with and  satisfied by Seller at or prior to the Closing Date shall
have been satisfied in all material respects.
         
     (c) The representations and warranties of Seller with respect to itself, E3
and Media  Trust set forth in Section 4 hereof  shall be true and correct on and
as of the Closing Date with the same force and effect as if such representations
and warranties  had been made on and as of the Closing Date and Purchaser  shall
have  received a  certificate  from an officer or  managing  director  of Seller
certifying to such effect.
         
     (d) Purchaser  shall have received from Seller true and complete  copies of
(i)  resolutions  of its  Board  of  Directors  or  equivalent  governing  body,
approving this Agreement and the transactions contemplated hereby.
         
     (e) Purchaser shall have been provided (a) a certificate from an officer of
E3, and (b) a certificate  from an officer or managing  director of Media Trust,
certifying  that such person  maintains  the stock and  transfer  records of the
respective entity and declares that the Shares being sold to Purchaser represent
18% of the outstanding capital stock of each such entity.
         
     (f) No statute,  rule or regulation  or order,  decree or judgment of or in
any  court  or  tribunal  of  competent  jurisdiction  shall be in  effect  that
prohibits Purchaser from consummating the transactions contemplated hereby.
         
     (g) All consents,  approvals,  orders or clearances of any  governmental or
regulatory authority,  the granting of which is required for the consummation of
the transactions  contemplated  hereby, shall have been obtained and all waiting
periods  specified under applicable law the expiration of which is necessary for
such consummation shall have passed.

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     All of the conditions  precedent  contained in this Section 9.1 are for the
sole benefit of Purchaser and Purchaser may waive any or all of them in its sole
discretion.
                                      
10 Survival of Representations and warranties; Indemnities.

10.1      The respective  representations and warranties of Seller and Purchaser
contained in this Agreement or in any Schedule attached hereto shall survive the
purchase  and sale of the  Shares  pursuant  to this  Agreement  until the first
anniversary  of the Closing Date,  except the  warranties of title and "free and
clear" ownership, which shall continue to survive.

10.2       Seller  agrees  to  indemnify  and  hold  Purchaser  and  Purchaser's
officers,  directors  and agents  harmless  from any and all damages,  losses or
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
expenses) in the aggregate ("Losses"), suffered or paid, directly or indirectly,
through  application of E3's, Media Trust's or Purchaser's  assets or otherwise,
as a result of or arising out of the failure of any  representation  or warranty
made by Seller in this  Agreement  to be true and correct in all  respects as of
the date of this Agreement and as of the Closing Date; provided,  however,  that
the total  aggregate  amount  indemnified  under this  Section 10.2 for any such
Losses shall not exceed $500,000.
   
10.3      Purchaser  agrees to indemnify and hold Seller and Seller's  officers,
directors  and agents  harmless  from any Losses  suffered or paid,  directly or
indirectly,  as a result of or arising out of the failure of any  representation
or warranty  made by Purchaser  in this  Agreement to be true and correct in all
respects as of the date of this Agreement and as of the Closing Date;  provided,
however, that the total aggregate amount indemnified under this Section 10.3 for
any such Losses shall not exceed $500,000.

10.4      If any claim or demand is made, or any suit or proceeding  (including,
without limitation, an audit by any taxing authority) is instituted, against any
person which, if valid or prosecuted successfully,  would entitle any person (an
"Indemnified Party") to indemnification  under this Agreement (a "Claim"),  such
Indemnified  Party  shall  promptly  notify the other  party (the  "Indemnifying
Party") in writing  thereof.  The  Indemnifying  Party may,  at its own cost and
expense, and at its sole option, assume the defense of such Claim or participate
either directly or through its counsel,  which shall be reasonably acceptable to
the  Indemnified  Party,  with  the  Indemnified  Party  in the  resolution,  by
litigation or otherwise, of any Claim. The Indemnified Party agrees to cooperate
with  the  Indemnifying  Party  in  determining  the  validity  of any  Claim or
assertion  of  any  Losses.  The  Indemnifying  Party  shall  not  consent  to a
settlement  of, or the entry of any  judgment  arising  from,  any such Claim or
legal  proceedings,  without the prior written consent of the Indemnified  Party
(which consent shall not be unreasonably withheld) except for settlements solely
for the payment of money.  Indemnified Party shall be entitled to participate in
(but not  control) the defense of any such claim or legal  proceeding,  with its
own counsel and at its own expense,  provided  however,  that if Purchaser is in
the  position  of  Indemnified   Party  as  a  result  of  the  failure  of  any
representation  or  warranty  made by  Seller in this  Agreement  to be true and
correct in all respects as of the date of this  Agreement  and as of the Closing
Date,  Purchaser shall have the right to offset amounts due under the Notes from
the total amount due by Seller as  Indemnifying  Party  pursuant to this Section
10.4.

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11 MISCELLANEOUS

11.1 Expenses.  Except as otherwise specifically provided in this Agreement, the
parties  hereto  shall  each pay all  costs  and  expenses  of their  respective
performance of, and compliance  with, the terms and conditions of this Agreement
and all  documents  contemplated  hereby,  including  all fees of counsel.  11.2
Publicity. Except as otherwise required by law, none of the parties hereto shall
issue  any  press  release  or make any  other  public  statement,  in each case
relating  to,  connected  with or arising out of this  Agreement  or the matters
contained herein, without obtaining the prior approval of the other party to the
contents and the manner of presentation and publication  thereof.  11.3 Notices.
Any and all notices or  communications  given hereunder to any party may be sent
by registered or certified mail (postage prepaid), telefacsimile or telex to the
recipient  at the  address set forth  below.  All such  communications  shall be
deemed given upon dispatch.
         
To Seller:
                               Flanders Film S.A.
                               39 route de Remick
                            L-5650 Mondorf-les-Bains
                            Grand-Duchy of Luxembourg
                                 011-352-677-310
                               fax 011-352-677-311
To Purchaser:
                          Odyssey Pictures Corporation
                             1875 Century Park East
                          Los Angles, California 90067
                                  310-229-2430
                                fax 310-229-2434

         Any party may change its address  for  purposes  of this  paragraph  by
giving notice of such change to any other party in the manner provided above.

11.4     Governing Law; Jurisdiction.

     (a) This Agreement  shall be governed and construed in accordance  with the
laws of New York.
                  
     (b) In relation to any dispute  arising out of or in  connection  with this
Agreement, each of the parties hereto irrevocably and unconditionally submits to
the  jurisdiction  of New York and  waives any  objection  to  proceedings  with
respect to this Agreement in such Courts on the grounds of venue or inconvenient
forum.  Purchaser irrevocably and unconditionally  appoints Howard Kerker, Esq.,
and Seller irrevocably and unconditionally  appoints Watson,  Farley & Williams,
as its respective agent for service of process in respect of proceedings  before
such  Courts  (and each  agrees  that  service on such agent shall be deemed due
service for the purposes of proceedings in such Courts).

11.5      Benefit. This Agreement shall be binding upon and inure to the benefit
of all the parties hereto, and their respective successors and assigns.

11.6      Counterparts.  This Agreement may be executed in several counterparts,
each of  which  shall  be an  original,  and such  counterparts  shall  together
constitute but one and the same instrument.

11.7      Captions  and  Severability.  The captions in this  Agreement  are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning of the  provisions  hereof.  If any  provision of this  Agreement or the
application   thereof  shall  to  any  extent,  be  determined  to  be  invalid,
unenforceable  or contrary to law, the validity of the  remaining  provisions of
this Agreement  shall in no way be affected  thereby and shall be enforceable to
the fullest extent possible.

11.8      Amendment and Assignment.  This Agreement,  including the Exhibits and
Schedules attached hereto,  constitutes the entire agreement of the parties with
respect to this  transaction and may not be amended,  modified or changed in any
manner except upon the written consent of the parties hereto. This Agreement may
not be assigned except upon the written consent of Purchaser and Seller.

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11.9      Termination of Agreement. If any precondition to the completion of the
transactions contemplated hereby is not fulfilled on or prior to March 31, 1998,
this Agreement shall be null and void and have no further force or effect.

11.10     Entire  Agreement.   This  Agreement,  including  the other  documents
referred to herein which form a part hereof,  contains the entire  understanding
of the parties  hereto with respect to the subject matter  contained  herein and
therein.  This  Agreement  supersedes all prior  agreements  and  understandings
between the parties with respect to such subject matter.





         IN WITNESS  WHEREOF,  the parties  hereto have caused their  respective
duly authorized  officers or representatives to execute this Agreement as of the
date first mentioned above.
                                            FLANDERS FILM S.A.

                                            By: __________________________
                                            Name: Johan Schotte
                                            Its:

                                            ODYSSEY PICTURES CORPORATION

                                            By: /s/ Stephen Greenwald
                                            -------------------------
                                            Name: Stephen R. Greenwald
                                            Its: Chief Executive Officer



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