Exhibit 4.1

                       RESTRICTED STOCK PURCHASE AGREEMENT
                       -----------------------------------

         This Restricted Stock Purchase Agreement (the "Agreement") is made as
of this 20th day of July, 2001, by and between WOW ENTERTAINMENT, INC., a
Delaware corporation with its principal place of business at Bank One Tower, 111
Monument Circle, Suite 4600, Indianapolis, Indiana 46204 (the "Company"), and
DOUGLAS E. MAY (the "Employee").

         WHEREAS, the following fact is true:

         1. In connection with the Employee's employment the Company has agreed
to issue and sell to Employee a total of 200,000 shares of its voting common
stock (the "Common Stock"), par value $.01 per share, subject to the terms and
conditions of this Agreement.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants of the parties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Employee hereby agree as follows:

         1. Purchase and Sale of Shares. The Company hereby issues and sells to
the Employee, and the Employee hereby purchases from the Company, 200,000 shares
of Common Stock of the Company (hereinafter the "Shares") for the aggregate
purchase price of $30,000 (for a purchase price per Share of $.15) (the
aggregate purchase price for the Shares sometimes referred to as the "Purchase
Price" and the Purchase Price per Share sometimes referred to as the "Per Share
Purchase Price"). Employee has paid the Purchase Price for the Shares in the
manner described in Section 2 below. The parties acknowledge that the market
value of each Share as of the date of execution of this Agreement is $.15.

         As of the date hereof, all Shares are Unvested Shares as defined below
in this Section 1. Except if and to the extent such Shares become Vested Shares
as defined below in this Section 1, the Shares shall be unvested and shall be
subject to the terms and conditions of this Agreement applicable to Unvested
Shares, including without limitation restrictions on transfer and obligations of
the Company to repurchase such Unvested Shares in certain events. (Any Shares
which are at any time vested under the terms of this Agreement are sometimes
referred to herein as "Vested Shares." Any Shares that are not vested at any
time in accordance with this Agreement are sometimes referred to herein as
"Unvested Shares.") Company has this date issued one or more certificates for
the Shares registered in the name of the Employee with a restrictive legend on
each such certificate as described in Section 8 of this Agreement.

         2. Payment for Shares; Security for Note. Employee has paid the
Purchase Price to the Company by executing and delivering to the Company on the
date hereof a Recourse Promissory Note for the amount of the Purchase Price (the
"Note"), a copy of which is attached hereto and made a part hereof by reference
as Exhibit A. To secure the performance of his obligations under the Note, the
Employee has also executed and delivered to the Company on the date hereof a
Stock Pledge Agreement (the "Pledge Agreement"), a copy of which is attached
hereto and made a part hereof by reference as Exhibit B. Under the terms of the
Pledge Agreement, the Employee has pledged the Shares and certain other
collateral in respect of the Shares to the Company as security for the
performance of the obligations of the Employee under the Note. Employee
represents to the Company that he is acquiring the Shares for the purpose of
investment and not with a view to the distribution or sale thereof.

         3. Restrictions on Unvested Shares. So long as Shares shall remain
Unvested Shares, such Shares may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Employee or any successor or assignee thereof,
whether voluntarily or by operation of law, and such Unvested Shares shall be
subject to repurchase by the Company in accordance with Section 6 below.

         4. Vesting of Shares. Subject to the provisions of this Agreement, the
Unvested Shares shall become Vested Shares when, as, and if the Company's voting
common stock trades at a price (based upon the daily closing price) equal to or
greater than one dollar ($1.00) per share for a period of forty five (45)
consecutive, calendar days.


<PAGE>

         Vesting of Shares as provided above shall expire on October 31, 2006
(hereinafter the "Expiration Date"), or such earlier date as provided in Section
5 below.

         The Company shall notify the Employee promptly when any Shares become
Vested Shares, and shall promptly issue one or more certificates for such Vested
Shares to the Employee as provided in Section 8 below.

         5. Termination of Vesting in Certain Events. Vesting of Shares in
accordance with Section 4 shall expire prior to the Expiration Date upon
termination by the Company or the Employee of the employment of the Employee for
any reason or for no reason, including the death or permanent disability of
Employee, as determined by the Company.

         On the earlier of the Expiration Date or a date eighteen (18) months
after Shares become Vested Shares under this Agreement, Employee shall prepay
the outstanding principal balance of the Note together with the accrued interest
allocable to such prepaid principal amount prorated on a daily basis to the date
of such payment.

         6. Repurchase of Unvested Shares by the Company. Upon the expiration of
vesting under Sections 4 or 5 above, as applicable, Employee, or his personal
representative, shall sell, and the Company shall purchase, all Unvested Shares
at a price per Share equal to the lesser of the Per Share Purchase Price or the
fair market value per Share of the Unvested Shares as of such date, as
determined by the Company. Such sale and purchase shall take place at the
principal office of the Company within thirty (30) days subsequent to the
effective date of expiration of vesting under this Agreement; provided, however,
that if the Company is prohibited from repurchasing Unvested Shares pursuant to
Section 160 of the Delaware General Corporation Law as amended from time to time
(or any successor provision) then the time period within which such closing
shall occur shall be extended until twenty (20) days after the Company is first
not so prohibited. At such closing, the Employee or his personal representative
shall transfer all such Unvested Shares to the Company. Any amounts payable to
the Employee for the Unvested Shares shall first be applied to pay or prepay, as
applicable, the unpaid balance of the Note, with any such amounts applied first
to attorneys' fees and costs (if any), then to accrued interest under the Note,
and then to the principal balance of the Note. The balance of the purchase
price, if any, due by the Company in connection with a repurchase of Unvested
Shares under this Section shall then be paid to the Employee or his personal
representative by wire transfer to one or more accounts designated by Employee
or his personal representative. The balance of the Note, if any, due by the
Employee subsequent to the repurchase of Unvested Shares shall be paid by
Employee to the Company at closing by wire transfer to one or more accounts
designated by the Company.

         Employee has this date executed and delivered to the Company a stock
power in blank with respect to the Shares, and hereby further authorizes the
Company and its authorized officers to execute on his behalf any and all
documents and to perform on his behalf any and all other actions which may be
required in connection with the transactions described in this Section 6.


<PAGE>

         7. Effect of Vesting. Subject to the provisions of this Section, the
Employee may own and dispose of Vested Shares without restriction. However, any
Vested Shares shall remain subject to the restrictions under the Pledge
Agreement until and unless Employee shall pay or prepay the Note in accordance
with Section 5 above. In addition, any transfer or assignment of the Vested
Shares shall remain subject to the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), and any rules and regulations thereunder, and of
any applicable state securities laws.

         8. Certificates for Shares. The Company shall issue one or more
certificates with respect to the Unvested Shares in the name of Employee and
shall hold such certificates on deposit for the account of the Employee until
and except to the extent that such Unvested Shares shall become Vested Shares.
Each such certificate for the Unvested Shares shall bear the following legend:

                  The Shares represented by this Certificate are subject to
                  restrictions set forth in a certain Restricted Stock Purchase
                  Agreement dated July 20, 2001, entered into by and between WOW
                  Entertainment, Inc. and Douglas E. May, a copy of which
                  Agreement is available for inspection at the offices of the
                  Company or will be made available upon request.

         Upon vesting of Shares in accordance with this Agreement, the Company
shall exchange the previously issued certificates in respect of the Unvested
Shares which have become vested for a new certificate or certificates in respect
of the Vested Shares that shall not bear the legend described above in this
Section applicable to Unvested Shares. Notwithstanding any other provisions of
this Section 8, however, any certificates for Shares shall at the option of the
Company bear a legend satisfactory to the Company relating to compliance with
requirements under the Securities Act and other applicable federal and state
securities laws, and shall at the option of the Company also bear a legend
satisfactory to the Company relating to any applicable restrictions under the
Pledge Agreement.

         9. Voting; Cash Dividends. Except as otherwise provided in this
Agreement or under the Pledge Agreement, the Employee, as owner of Shares
(including but not limited to Unvested Shares) shall have all the rights of a
shareholder of the Company, including but not limited to the right to receive
all cash dividends paid with respect to the Shares and the right to vote the
Shares.

         10. Adjustments for Changes in Capitalization of the Company and
Distributions with Respect to Shares. In event of any change in the outstanding
shares of common stock of the Company subsequent to the date hereof by reason of
any reorganization, recapitalization, stock split, reverse stock split, stock
dividend, combination or exchange of shares, merger, consolidation, or any
change in the corporate structure of the Company or in the shares of Common
Stock, the number and class of Shares covered by this Agreement shall be
appropriately adjusted by the Company to reflect any such change, or the
securities issued in any such transaction, the determination by the Company of
which shall be conclusive.


<PAGE>

If the Company shall pay a stock dividend or declare a stock split or reverse
stock split, or otherwise distribute securities of the Company to the holders of
its Common Stock, the number of shares of stock or other securities of the
Company issued with respect to the Shares then subject to the restrictions
contained in this Agreement shall be added to (or, if applicable, substituted
for) the Shares subject to this Agreement. If the Company shall distribute to
its shareholders securities of another corporation, the securities of such other
corporation shall be deemed as part of the Shares with respect to which they are
distributed for purposes of this Agreement.

         11. No Assurance of Employment. Nothing in this Agreement shall be
deemed to create any obligation of the Employee to continue in the service of
the Company, or any obligation of the Company to continue the employment of
Employee.

         12. Tax Liabilities of Employee. Upon vesting of Shares (or at such
earlier time as an election is made by the Employee under Section 83(b) of the
Internal Revenue Code of 1986, as amended, or any successor provision thereto,
to include the value of the Shares in taxable income), the Company shall have
the right to require the Employee or other person receiving the Shares to pay
the Company the amount of any taxes which it is required to withhold with
respect to the Shares or, in lieu thereof, to retain, or sell without notice, a
sufficient number of the Shares to cover the amount required to be withheld. The
Company shall have the right to deduct from all dividends paid on the Shares the
amount of any taxes which the Company or any Affiliate is required to withhold
with respect to such dividend payments.

<PAGE>

         13. Notices. Any notices provided for in this Agreement shall be given
in writing and shall be deemed served when delivered personally to the person or
entity for whom intended or two (2) days after deposit in the United States
Mail, Certified Mail, Return Receipt Requested, addressed to the person or
entity for whom intended. The address of the Company shall be its principal
place of business, and the address for the Employee shall be the last known
address of the Employee in the records of the Company. Either party may change
his or its address for the purpose of notice hereunder by written notice to the
other party in the manner provided in this Section.

         14. Assignment. The Company may assign in whole or in part to any
person or entity any of its rights or obligations under this Agreement. The
Employee may not assign to any person or entity any of his rights or obligations
hereunder.

         15. Successors and Assigns. This Agreement shall inure to the benefit
of the Company, its successors and assigns, and shall be binding upon the
Employee, his administrator, executor, personal representative, successors,
heirs, and permitted assigns.

         16. Entire Agreement; Waivers. This Agreement constitutes the entire
agreement of the parties regarding the subject matter hereof. No amendment or
modification of this Agreement shall be valid unless it is in writing and signed
by the Company and the Employee. Any waiver by one party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach of the same or any other provision by the other party.

         17. Severability. The invalidity of any provision of the Agreement
shall not in any way affect the validity of any other provisions hereof, and
each and every provision of this Agreement shall be enforceable regardless of
the invalidity, if any, of any other provision hereof.

         18. Prevailing Party. In any suit or proceeding brought or instituted
by any party to this Agreement to enforce or interpret any of the provisions of
this Agreement or on account of any damages or loss sustained by such party by
reason of breach or violation by the other party of any of the terms or
provisions of this Agreement, the prevailing party will be entitled to recover
all expenses and costs incurred, including reasonable attorneys' fees and costs,
including expenses, fees and costs incurred in connection with any appeal and/or
collection efforts.

         19. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Indiana, without regard to conflict of laws
issues.

<PAGE>

         20. Counterparts; Facsimile Signatures. 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. Delivery by a
party of executed counterparts of this Agreement by facsimile shall constitute
execution and delivery of such counterpart by such party to the same extent as
if such counterpart were originally executed and delivered by such party.

         IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.

                                      WOW ENTERTAINMENT, INC.



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

                                      Its: CFO, VP of Finance, Corp. Sec.
                                           ------------------------------------
                                                       ("Company")





                                      By:  /s/ Douglas E. May
                                           ------------------------------------
                                                       ("Employee")

<PAGE>

                                    Exhibit A


                            RECOURSE PROMISSORY NOTE
                            ------------------------

$30,000  Indianapolis, Indiana
                                                                 July 20, 2001

         FOR VALUE RECEIVED, the undersigned, DOUGLAS E. MAY ("Maker"), promises
to pay to WOW ENTERTAINMENT, INC. ("Payee") at Bank One Tower, 111 Monument
Circle, Suite 4600, Indianapolis, Indiana 46204, or such other place as Payee
may from time to time designate to Maker in writing, the principal sum of Thirty
Thousand Dollars ($30,000.00), together with interest on the outstanding
principal balance existing from time to time from the date hereof at the rate of
six percent (6%) per annum, with payment of principal and interest to be made as
hereinafter provided.

         1. Maturity. This Note shall mature and be payable in full on October
31, 2006 (the "Maturity Date").

         2. Payment of Principal and Interest. Accrued interest shall be paid
annually on each anniversary date of the execution of this Note prior to the
Maturity Date, unless such day is a Saturday, Sunday or a public holiday or the
equivalent for banks generally under the laws of the State of Indiana, in which
case accrued interest shall be paid on the next succeeding day which is not a
Saturday, Sunday or a public holiday or the equivalent for banks generally under
the laws of the State of Indiana. The balance of principal and any unpaid
interest shall be paid on the Maturity Date. Time is of the essence of this
Note.

         3. Prepayments. Subject to the provisions hereof, Maker may prepay the
principal amount hereunder in whole or in part at any time without penalty,
together with interest accrued on any such prepaid amount to and including the
date of such prepayment. In addition, Maker shall prepay such portions of the
principal amount of this Note from time to time, together with interest accrued
on any such prepaid amount to and including the date of each such prepayment, as
and when such prepayments may be required under the terms of the Restricted
Stock Purchase Agreement, as described below.

         4. Restricted Stock Purchase Agreement and Pledge Agreement. This Note
is made in payment for certain stock of Payee being purchased by Maker from
Payee pursuant to a Restricted Stock Purchase Agreement of even date by and
between Maker and Payee (the "Restricted Stock Purchase Agreement"). The
obligations of Maker under this Note and any extensions or renewals hereof are
secured by a pledge of certain shares of Payee owned by Maker in accordance with
a Stock Pledge Agreement of even date by and between Maker and Payee (the
"Pledge Agreement"). Reference is made to both the Restricted Stock Purchase
Agreement and the Pledge Agreement herein for other rights as to defaults and
acceleration.


<PAGE>

         5. Default and Acceleration. Upon the occurrence of (i) a default by
Maker hereunder, or a default by Maker under the Restricted Stock Purchase
Agreement or under the Pledge Agreement and (ii) the expiration of ten (10)
days' written notice from Payee to Maker specifying the nature of such default
and the failure of Maker to cure such default within such ten (10) day period,
the entire principal sum outstanding hereunder, together with all accrued
interest thereon, shall, at the option of the Payee, become immediately due and
payable without notice, and said indebtedness may be collected and the security
interest under the Pledge Agreement may be foreclosed or otherwise realized
upon. No delay on the part of the Payee in exercising said option shall operate
as a waiver, or preclude exercise of such option during the existence of such
default or upon the occasion of a later default. All payments under this Note
shall be without relief from valuation and appraisement laws.

         6. Enforcement Costs. Maker agrees to pay immediately upon demand all
costs and expenses of Payee, including reasonable attorneys' fees, (i) if, after
a default and opportunity to cure as provided in Section 5, this Note is placed
in the hands of an attorney or attorneys for collection, (ii) if Payee finds it
necessary or desirable following a default and opportunity to cure as provided
in Section 6 to secure the services or advice of one or more attorneys with
regard to collection of this Note against Maker, or for protection of its rights
under this Note or the Pledge Agreement, or (iii) if Payee seeks to have the
property subject to the Pledge Agreement, or any part thereof, abandoned by any
estate in bankruptcy, or attempts to have any stay or injunction prohibiting the
enforcement or collection of the Note or prohibiting the enforcement of the
Pledge Agreement lifted by any bankruptcy or other court, and any subsequent
proceedings or appeals from any order or judgment entered in any such
proceeding.

         7. Waivers. The Payee, at its option, may make extensions of the time
for the payment of the indebtedness, or reduce the payments thereon, release any
collateral securing such indebtedness, or accept a renewal note or notes
therefor, all without notice, and Maker and endorsers hereby consent to any such
extensions, reductions or renewals, all without notice, and agree that any such
action shall not release them from any liability hereunder. Maker and endorsers
jointly and severally waive presentment for payment, notice of dishonor, notice
of nonpayment of this Note, and diligence in the collection thereof as
conditions of liability under this instrument.

         8. Other Provisions. This Note shall be deemed to be a contract made
under the laws of the State of Indiana, and for all purposes shall be construed
in accordance with and governed by the laws of such state without regard to
conflicts of laws principles. The terms and provisions of this Note shall be
binding upon and inure to the benefit of Maker and Payee and their respective
successors in interest and assigns. Maker shall not assign his obligations under
this Note without the prior written consent of Payee.

         Executed as of July 20, 2001.

                                            /s/ Douglas E. May
                                            -----------------------------------
                                            Douglas E. May ("Maker")


<PAGE>

                                    Exhibit B

                             STOCK PLEDGE AGREEMENT

         Douglas E. May (the "Pledgor"), hereby delivers, sets over, and pledges
to WOW Entertainment, Inc., a Delaware corporation (the "Pledgee"), and grants
to the Pledgee a security interest in the following:

         (a)      Two Hundred  Thousand  (200,000)  shares of common stock of
                  Pledgee, represented  by  Certificate  No.  ___________
                  (collectively, the "Pledged Stock"); and

         (b)      All certificates representing the Pledged Stock and all cash,
                  securities, dividends, distributions, interest and other
                  property at any time and from time to time received,
                  receivable or otherwise distributed in respect of or in
                  exchange for any or all of the Pledged Stock.

(collectively, the "Collateral") to secure the undertakings of the Pledgor
herein for the prompt and complete performance of the Obligations of the Pledgor
to the Pledgee under that certain Recourse Promissory Note of even date herewith
made by the Pledgor in favor of the Pledgee (as the same may be amended from
time to time, the "Note") and under that certain Restricted Stock Purchase
Agreement of even date herewith by and between Pledgor and Pledgee (as the same
may be amended from time to time, the "Restricted Stock Purchase Agreement"). As
used herein, the term "Obligations" shall mean the obligations of the Pledgor to
pay the amounts due to the Pledgee or any lawful holder of the Note or assignee
of the Restricted Stock Purchase Agreement.

         1. Delivery of the Pledged Stock. Concurrently herewith, and subject to
the terms and conditions of this Pledge Agreement, the Pledgor shall deliver to
the Pledgee the original share certificates and all other instruments or
documents evidencing the Pledged Stock (the "Stock Certificates"), together with
appropriate stock powers, endorsements and other appropriate instruments of
assignment endorsed in blank.

         2. Voting; Dividends; Distributions. Until and unless an uncured
default exists under the Note or the Restricted Stock Purchase Agreement, the
Pledgor shall be entitled to: (i) vote the Pledged Stock, in person or by proxy,
at any annual or special meetings of the shareholders of the Issuer on any issue
which may properly come before the meetings;(ii) give consents, waivers and
ratifications relative to the Collateral; and (iii) receive all payments under,
or cash dividends distributed in respect of, the Collateral; provided, however,
that any and all such payments or cash dividends may be retained by Pledgee at
its option as additional security for the Obligations and deemed to constitute a
portion of the Collateral with respect to which they were distributed.


<PAGE>


         3. Rights of Pledgee. Pledgee may, while there exists an uncured
Default, resort to the Collateral for the payment of any of the Obligations,
whether or not it shall have resorted to any other property or shall have
proceeded against any party primarily or secondarily liable on any of the
Obligations.

         4. Covenants. The Pledgor covenants and agrees that from and after the
date hereof and until the Obligations are fully paid and performed:

                  (a) without the prior written consent of the Pledgee and
         except as otherwise set forth herein, the Pledgor shall not sell,
         assign, transfer, exchange or otherwise dispose of, or grant any option
         with respect to, the Collateral; nor shall it create, incur or permit
         to exist any lien with respect to any of the Collateral, or any
         interest therein, except for the lien provided under this Pledge
         Agreement, and the Pledgor shall take any action necessary to remove
         any such lien;

                  (b) from time to time the Pledgor shall, at the Pledgor's
         expense, duly and promptly execute any and all further instruments and
         documents and take such further action as the Pledgee may reasonably
         deem desirable to obtain the full benefits of this Pledge Agreement,
         including, without limitation, the filing of any financing or
         continuation statements under any Uniform Commercial Code, and the
         Pledgor also hereby authorizes Pledgee to file any such financing
         statement or continuation statement on its behalf to the extent
         permitted by applicable law; and

                  (c) Pledgor shall deliver any and all Collateral to Pledgee in
         addition to the Stock Certificates, together with appropriate stock
         powers, endorsements, and other appropriate instruments of assignment
         endorsed in blank.

         5. Power of Attorney. The Pledgor hereby constitutes and appoints the
Pledgee or any agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full power and authority in the place and stead of
the Pledgor and in the name of the Pledgor or in the Pledgee's name, from time
to time in the Pledgee's discretion, for the purpose of carrying out the terms
of this Pledge Agreement, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Pledge Agreement.

         6. Default; Remedies. While there exists an uncured default under the
Note, the Pledgee may at its option: (i) appropriate and apply toward the
payment of the Obligations, and in such order of application as the Pledgee may
from time to time elect, the Collateral or any proceeds thereof; (ii) cause the
Collateral to be registered in the name of the Pledgee or its nominee or cause
new certificates evidencing the Collateral to be issued; (iii) sell, lease,
assign, give options to purchase or sell or otherwise dispose of and deliver the
Collateral, or any part thereof, in one or more parcels at public or private
sale or sales, at any exchange, broker's board or at any of the Pledgee's
offices or elsewhere upon such terms and conditions as the Pledgee may deem
advisable and to be commercially reasonable and at such price as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk, with the right of the Pledgee upon any such sale or sales,


<PAGE>

public or private, to purchase the whole or any part of the Collateral so sold;
or (iv) exercise such other rights and remedies as may be available to the
Pledgee under the Indiana Uniform Commercial Code or other applicable law. The
Pledgee shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale to the payment in whole or in part of the
Obligations. Pledgee shall give the Pledgor at least thirty (30) days prior
notification of intended disposition of the Collateral.

         7. Waiver; Amendment. No delay on the part of the Pledgee in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Pledgee of any right or remedy shall preclude other
or further exercise thereof or the exercise of any other right or remedy. None
of the terms or provisions of this Pledge Agreement may be waived, altered,
modified or amended except by an instrument in writing, duly executed by the
Pledgor and the Pledgee.

         8. Termination. Upon payment in full of all Obligations, the
Collateral, along with any necessary assignments and termination statements,
shall promptly be distributed to Pledgor or Pledgee, as applicable under the
Restricted Stock Purchase Agreement, and this Pledge Agreement shall be deemed
terminated. Without limitation of the above, to the extent that Pledgor shall
make full payment for any one or more Vested Shares (as defined in the
Restricted Stock Purchase Agreement), including without limitation any accrued
interest applicable thereto, Pledgee shall promptly release such Vested Shares
from the liens and restrictions of this Pledge Agreement.

         9. Successors and Assigns. This Pledge Agreement shall be binding upon
the Pledgor and its successors and permitted assigns. This Pledge Agreement
shall inure to the benefit of the Pledgee and its successors and assigns.

         10. General. This Pledge Agreement shall be governed by the laws of the
State of Indiana, notwithstanding conflicts of law principles. Wherever possible
each provision of this Pledge Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Pledge Agreement shall be prohibited by or invalid under any such law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Pledge Agreement. Section headings are for ease of reference only and
shall not govern the interpretation of any provisions hereof.


<PAGE>

         IN WITNESS WHEREOF, the Pledgor and the Pledgee have duly executed this
Pledge Agreement effective as of the 20th day of July, 2001.



                                      By:  /s/ Douglas E. May
                                           ------------------------------
                                           Douglas E. May ("Pledgor")



                                      WOW ENTERTAINMENT, INC.



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

                                      Printed: Douglas E. May
                                               --------------------------

                                      Title:   CFO, VP of Finance, Corp. Sec.
                                               ----------------------------
                                               ("Pledgee")