EXHIBIT 10.3

                                    AGREEMENT

This AGREEMENT ("Agreement"), made as of this 2nd day of July, 2001, by and
between WOW ENTERTAINMENT, INC., a Delaware corporation ("Entertainment"), Women
of Wrestling, Inc. ("WOW"), an Indiana corporation, and CARTER M. FORTUNE (
"Fortune").

                              W I T N E S S E T H :

WHEREAS, Fortune owns 20,000 shares of Series A Preferred Stock, $100.00 par
value, in WOW, a wholly-owned subsidiary of Entertainment; and

WHEREAS, Fortune holds promissory notes and other indebtedness ("Debt") from WOW
in the total principal amount of Five Million Two Hundred and Fifty Thousand
Dollars, with accrued interest of One Hundred Eighteen Thousand Five Hundred and
Eighty Dollars and Thirty Five Cents ($118,580.35); and with accrued dividends
of Fifty Five Thousand Four Hundred and Two Dollars and Sixty Six Cents
($55,402.66);

WHEREAS, on June 28, 2001 Fortune agreed to exchange all of his WOW Series A
Preferred Stock and the Debt, for the Entertainment common shares as described
below; and

WHEREAS, the Board of Directors of Entertainment and WOW have approved and
adopted this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions and conditions contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

As used in this Agreement, the following terms shall have the following
meanings, unless the context shall otherwise require:

          (a)  WOW Preferred Stock shall mean the 20,000 shares of Series A
               Preferred Stock, $100.00 par value, of WOW owned by Fortune.

          (b)  Debt shall mean the WOW promissory notes and other indebtedness
               held by Fortune in the total principal amount of Five Million Two
               Hundred and Fifty Thousand Dollars ($5,250,000), with accrued
               interest of One Hundred Eighteen Thousand Five Hundred and Eighty
               Dollars and Thirty Five Cents ($118,580.35) and with accrued
               dividends of Fifty Five Thousand Four Hundred and Two Dollars and
               Sixty Six Cents ($55,402.66).

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          (c)  Entertainment Common Stock shall mean the 16,250,000 shares of
               Common Stock, $0.01 par value, of Entertainment, to be issued to
               Fortune in accordance with this Agreement at the June 28, 2001
               closing price of $0.20 per share.

          (d)  Closing shall mean the consummation of this Agreement in
               accordance with the provisions hereof to be held on or before
               July 2, 2001 unless changed by the mutual agreement of the
               parties hereto.

                                   ARTICLE II
                         EXCHANGE OF DEBT AND SECURITIES

At the Closing, the WOW Preferred Stock and the Debt shall be exchanged for the
Entertainment Common Stock. Upon the exchange, the WOW Preferred Stock and the
Debt shall no longer be outstanding and shall automatically be canceled and
retired and shall cease to exist. Fortune as holder of the certificate
previously evidencing the WOW Preferred Stock shall cease to have any rights
with respect to the WOW Preferred Stock. Fortune as holder of the Debt shall
cease to have any rights with respect to the Debt. Such certificate previously
evidencing the WOW Preferred Stock and the Debt shall be exchanged for a
certificate evidencing the Entertainment Common Stock.

The Entertainment Common Stock certificate shall bear the usual restrictive
legend pertaining to Rule 144 of the General Rules and Regulations promulgated
under the Securities Act of 1933. At the Closing, all transactions shall be
deemed to have been simultaneous and none shall become effective until all have
been completed.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF FORTUNE

The following representations and warranties are hereby made by Fortune to
Entertainment and WOW:

3.01     Authorization. Fortune has full power and authority to enter into this
         Agreement and to carry out the transaction contemplated herein. This
         Agreement constitutes the valid and legally binding obligation of
         Fortune, enforceable in accordance with its terms and conditions.

3.02     Noncontravention. Neither the execution and the delivery of this
         Agreement, nor the consummation of the transactions contemplated hereby
         and thereby, will (a) violate any constitution, statute, regulation,
         rule, injunction, judgment, order, decree, ruling, charge or other
         restriction of any government, governmental entity, or court to which
         Fortune is subject or (b) conflict with, result in a breach of,
         constitute a default under, result in the acceleration of, create in
         any party the right to accelerate, terminate, modify or cancel, or
         require any notice under any agreement, contract, lease, license,
         instrument or other arrangement to which Fortune is a party.

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3.03     Lack of Restrictions. Fortune holds of record and owns beneficially the
         WOW Preferred Stock and the Debt, free and clear of any restrictions on
         transfer (other than any restrictions under the Securities Act and
         state securities laws) encumbrances, security interests, options,
         warrants, purchase rights, contracts, commitments and/or equities.
         Fortune is not a party to any option, warrant, purchase right or other
         contract or commitment that could require Fortune to sell, transfer or
         otherwise dispose of the WOW Preferred Stock or the Debt (other than
         this Agreement).

3.04     Accredited Investor. Fortune is an "accredited investor" as that term
         is defined in Regulation D of the Securities Act and has sufficient
         knowledge and experience in financial and business matters that he is
         capable of evaluating the merits and risks of the transaction
         contemplated by this Agreement and making an informed business
         decision.

3.05     Investment  Intention.  Fortune has no present intention to dispose of
         any shares of Entertainment  Common Stock, except for sales of shares
         pursuant to Rule 144 promulgated under the Securities Act.

3.06     No Brokerage Fees. No agent, broker, investment banker, person or firm
         acting on behalf of Fortune to the best of his knowledge, is or will be
         entitled to any broker's or finder's fee or any other commission or
         fee, directly or indirectly, in connection with any of the transactions
         contemplated hereby.

3.07     Representations True. No representation or warranty contained herein,
         nor any statement or certificate furnished hereunder or in connection
         herewith, contains or will contain any untrue statement of a material
         fact or omits or will omit to state a material fact necessary to make
         the statements contained herein or therein not misleading.

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF ENTERTAINMENT

The following representations and warranties are hereby made by Entertainment to
Fortune and WOW:

4.01     Organization; Authorization. Entertainment is a corporation duly
         organized, validly existing and in good standing under the laws of its
         state of incorporation and has full power and authority to enter into
         this Agreement and to carry out the transaction contemplated herein.
         This Agreement constitutes the valid and legally binding obligation of
         Entertainment, enforceable in accordance with the terms and conditions.

4.02     Noncontravention. Neither the execution and the delivery of this
         Agreement, nor the consummation of the transactions contemplated hereby
         and thereby, will (a) violate any constitution, statute, regulation,
         rule, injunction, judgment, order, decree, ruling, charge or other
         restriction of any government, governmental entity, or court to which
         Entertainment is subject or (b) conflict with, result in a breach of,
         constitute a default under, result in the acceleration of, create in
         any party the right to accelerate, terminate, modify or cancel, or

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         require any notice under any agreement, contract, lease, license,
         instrument or other arrangement to which Entertainment is a party.

4.03     Capital Stock. Entertainment's authorized capital stock consists of
         150,000,000 shares of Common Stock, $.01 par value, and 1,000,000
         shares of Preferred Stock, $0.01 par value. Entertainment has full
         right and authority to issue to Fortune, upon the terms and conditions
         set forth in this Agreement, the shares specified by this Agreement
         and, subject to the receipt of the consideration therefor pursuant to
         the terms and conditions hereof, the shares will be duly and validly
         issued as fully paid and nonassessable shares of Entertainment common
         stock.

4.04     No Brokerage Fees. No agent, broker, investment banker, person or firm
         acting on behalf of it to the best of its knowledge, is or will be
         entitled to any broker's or finder's fee or any other commission or
         fee, directly or indirectly, in connection with any of the transactions
         contemplated hereby.

4.05     Representations True. No representation or warranty contained herein,
         nor any statement or certificate furnished hereunder or in connection
         herewith, contains or will contain any untrue statement of a material
         fact or omits or will omit to state a material fact necessary to make
         the statements contained herein or therein not misleading.

                                    ARTICLE V
                      REPRESENTATIONS AND WARRANTIES OF WOW

The following representations and warranties are hereby made by WOW to Fortune
and Entertainment:

5.01     Organization; Authorization. WOW is a corporation duly organized,
         validly existing and in good standing under the laws of its state of
         incorporation and has full power and authority to enter into this
         Agreement and to carry out the transaction contemplated herein. This
         Agreement constitutes the valid and legally binding obligation of WOW,
         enforceable in accordance with the terms and conditions.

5.02     Noncontravention. Neither the execution and the delivery of this
         Agreement, nor the consummation of the transactions contemplated hereby
         and thereby, will (a) violate any constitution, statute, regulation,
         rule, injunction, judgment, order, decree, ruling, charge or other
         restriction of any government, governmental entity, or court to which
         WOW is subject or (b) conflict with, result in a breach of, constitute
         a default under, result in the acceleration of, create in any party the
         right to accelerate, terminate, modify or cancel, or require any notice
         under any agreement, contract, lease, license, instrument or other
         arrangement to which WOW is a party.

5.03     No Brokerage Fees. No agent, broker, investment banker, person or firm
         acting on behalf of it to the best of its knowledge, is or will be
         entitled to any broker's or finder's fee or any

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         other commission or fee, directly or indirectly, in connection with
         any of the transactions contemplated hereby.

5.04     Representations True. No representation or warranty contained herein,
         nor any statement or certificate furnished hereunder or in connection
         herewith, contains or will contain any untrue statement of a material
         fact or omits or will omit to state a material fact necessary to make
         the statements contained herein or therein not misleading.

                                   ARTICLE VI
                                  MISCELLANEOUS

6.01     Tax Consequences. Each party represents that it/he has consulted with
         its/his own tax advisors and has made has made its/his own independent
         conclusion regarding the tax consequences of the intended transaction.

6.02     Survival. All agreements, representations and warranties made hereunder
         or in connection with the transactions contemplated hereby shall
         survive the Closing and remain effective in accordance with the terms
         hereof regardless of any investigation at any time made by or on behalf
         of any of the parties.

6.03     Assignment. This Agreement may not be assigned nor any of the
         performances hereunder delegated by operation of law or otherwise by
         any party hereto, and any purported assignment or delegation shall be
         void.

6.04     Binding Effect. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective heirs, successors,
         legal representatives, assigns and transferors.

6.05     Entire Agreement. This Agreement constitutes the entire agreement of
         the parties hereto with respect to the subject matter hereof. There are
         no representations, warranties, conditions or other obligations except
         as specifically provided. Any waiver, amendment or modification hereof
         must be in writing. A waiver in one instance shall not be deemed to be
         a continuing waiver or waiver in any other instance.

6.06     Arbitration. Any and all disputes, claims and controversies arising
         under or by reason of this agreement shall be settled by arbitration in
         accordance with the rules of the American Arbitration Association and
         any award rendered in such arbitration shall be binding and conclusive
         upon the parties. The arbitrators may decree specific performance or
         grant injunctions or any other equitable relief deemed proper by the
         arbitrators under the circumstances. Such arbitration shall be held in
         Indianapolis, Indiana. Judgment on any award may be entered and
         enforced in any court located in Indianapolis, Indiana.

6.07     Governing Law. This Agreement shall be construed and interpreted in
         accordance with the laws of the State of Indiana.

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6.08     Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument. This
         Agreement may be deemed executed upon receipt of a facsimile copy
         bearing signatures of the parties, provided that a complete document
         bearing original signatures is assembled within five business days of
         such execution.

6.09     Effective Date. The Effective date of the Closing shall be July 2,
         2001.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.


                                       WOW ENTERTAINMENT, INC.



                                       By: /s/ Douglas E. May
                                           -------------------------------
                                           Douglas E. May, CFO


                                       WOMEN OF WRESTLING, INC.




                                       By: /s/ Douglas E. May
                                           -------------------------------
                                           Douglas E. May, CFO



                                       /s/ Carter Fortune
                                       -----------------------------------
                                       Carter Fortune, Individually



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