Dated as of: June 20, 2001



World Wresting Federation Entertainment, Inc.
1241 Main Street
Stamford, CT 06902
Attn: Ed Kaufman, General Counsel
Gentlemen:

WHEREAS, Uncommon Media Group, Inc. ("Company") is engaged in the business of
creating interactive audiovisual devices in the form of CD-ROMs ("Discs"), which
include various forms of content as well as advertising, data and hyper-links
among its features and are distributed by way of inclusion as so-called
"outserts" in various magazines; and

WHEREAS, Company intends to create one or more such Discs for inclusion as an
"outsert" in one or more of the magazines published by you (sometimes referred
to as "WWF"), which will feature promotional content including, among other
things, various WWF entertainers and events promoted by the WWF, current music
videos and related music, film and television programs, new media, marketing
promotions, merchandise catalogs and related materials (the "Content"); and

WHEREAS, you are desirous of including the Discs in your magazine(s).

NOW, THEREFORE, in consideration of the mutual promises herein contained and
other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, you and Company agree as follows:

1. Term:
   -----

         The Term of this Agreement shall commence as of the date hereof and
shall continue for an period of one (1) year. Thereafter, the Term shall be
extended for successive period of one (1) year unless either party hereto shall
deliver written notice to the other at least sixty (60) days prior to the end of
any one (1) year period, that it elects to terminate this Agreement.


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2. Grant of Rights:
    ---------------

         (a) You hereby grant to Company the non-exclusive right during the Term
to create and distribute the Discs only in accordance with the terms and
conditions of this Agreement.

         (b) You hereby license to Company, on a gratis and non-exclusive basis:
(i) the right to embody the Content created, owned, or furnished by you on the
Disc in the manner described in paragraph 3 below and (ii) the non-exclusive
right use the WWF name and logo, approved photographs and approved likenesses of
each person featured in each item furnished by you in connection with the Discs.

         (c) The parties agree that the Discs will be distributed solely by way
of inclusion as a free "outsert" at newsstands and/or to subscribers in monthly
issue(s) of WWF and World Wrestling Federation Entertainment produced magazines
entitled "WWF" (six (6) issues per year) and "RAW" (six (6) issues per year) as
well as in "Special" magazines (the working title(s) to be determined by you),
and special events CDs. Attached hereto as Exhibit A is a tentative production
schedule, to be mutually approved by you and Company.

3. General Description of the Disc/Use of Materials Provided by You:
   ----------------------------------------------------------------

         (a) (i) Each Disc may be comprised of a variety of different areas
("Areas") of Content which may include, but not be limited to: (A) interviews
with entertainers; and/or (B) behind the scenes footage of entertainers and/or
events; and/or (C) promotional material in connection with entertainers and/or
upcoming events and broadcasts; and/or (D) up to eight (8) minutes of audio or
video content of music from your affiliate, SMACKDOWN Records, and/or (E) games;
and/or (F) music or videos from other record labels; there may also be a link to
an approved online merchandising site. When the Disc is accessed by the user, it
will run a short audiovisual presentation highlighting some or all of the
Content of the Disc (the "Opening Sequence"). Following the conclusion of the
Opening Sequence, the user will be presented with a menu of Areas of the Disc
(the "Main Menu"), from which the user may access any of such Areas. Once the
user has selected a particular Area from the Main Menu, a menu describing the
general content for that Area will appear (an "Area Menu"). Based on the user's
selection from the Area Menu, he/she will be presented with various sub-menus
for that Area (each, an "Area Sub-Menu"), and based on the user's selection from
an Area Sub-Menu, he/she will be presented with specific content in a separate
on-screen "window" (a "Content Window").

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         (ii) The Area Menu will be further divided by particular genre of
Content (e.g., interviews, biographies, promotions, upcoming events,
catalog/merchandise, divas, behind the scenes, music, archives, video games,
screen savers, etc.). Once the user has selected a particular genre from the
Area Menu, he/she will be presented with the Area Sub-Menu for that genre which
will give him/her the choice of viewing any of the video-clips embodied in that
Area relevant to such genre. Once the user has selected a particular video-clip,
a Content Window will appear and the video-clip concerned will be presented.

         (b) (i) Company will embody the video-clips in the applicable
genre-related section of an Area. At each genre-related Area Sub-Menu, the name
and approved photograph of each relevant entertainer, as well as the title of
each relevant video-clip shall appear on-screen. Once a particular video-clip is
selected by the user from the applicable genre-related Area Sub-Menu, a Content
Window will appear and the video-clip concerned will be presented. While such
Content Window is accessed, the name of the particular entertainers, for
example. the name of the video-clip and your name and logo will appear
on-screen. Additionally, while such Content Window is accessed and video-clip
presented, the user will be presented with multiple "hyperlinks" which, if the
user is then on-line, will connect the user to the website for that entertainer
or to your preferred on-line merchandise retailer to purchase general WWF or an
entertainer's items of merchandise, or to WWF approved links to third party
sponsors and/or advertisers (e.g. Blockbuster Video). In addition to the use of
the video-clips described above, you also acknowledge that Company shall have
the right to include shorter portions of each or any video-clip in the Opening
Sequence.

         (ii) Company shall have the non-exclusive right during the Term to use
the name and approved photograph of each entertainer featured in each video-clip
on the outside packaging of the Discs and in any promotional advertisements.
Notwithstanding the foregoing, but subject to your prior approval, Company may
use the advertising of third party sponsors and/or advertisers on the outside
packaging together with the name and approved photograph of one or more
entertainers.

         (c) You acknowledge and agree that, except as otherwise provided
herein, the specific Content contained on each Disc, the appearance and location
of such Content, and all other creative elements relating to the Disc shall be
determined by you and Company. In connection with the foregoing, you acknowledge
that Company has advised you that Company will include "hyperlinks" in various
places on the Disc which will connect the user to Company's website. The
location, placement and form of such "hyperlinks" shall be determined in
Company's discretion but shall be subject to your reasonable approval. Once the
user is connected to Company's website, the user will be surveyed to compile
demographic information, as well as such other information as Company may
determine (including, without limitation, information concerning preferences
relating to the Content contained on the Disc) ("user information").
Notwithstanding anything to the contrary expressed or implied herein, Company
shall be the exclusive owner of all such user information it so compiles.
Nevertheless, unless otherwise prohibited by law or by user requirements, during
the Term and for a period of three (3) months following the end of the Term,
Company agrees to share with you and any of your advertisers or sponsors such
user information as you shall, in writing, authorize and instruct Company to so
share at no cost to you. However, you are hereby advised that Company will
collect such user information for only three (3) months after the distribution
of each Disc.

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         (d) Each Disc is subject to your approval as being commercially
satisfactory for the duplication, manufacture, sale and distribution of the
Disc. Before commencing production of the Disc, Company shall submit
pre-production prototype samples of the proposed Disc to you for your approval,
which approval shall not be unreasonably delayed or withheld. You shall notify
Company in writing whether you approve or disapprove the Disc submitted by
Company within ten (10) business days after the date of such submission or
within forty-eight (48) hours in Company's good faith discretion, to comply with
production, distribution or marketing exigencies. If you disapprove any Disc(s)
within said period, you shall notify Company in writing or via e-mail of the
specific reasons for such disapproval.

4. Delivery: You shall deliver to Company each video-clip and other items of
Content and at least one (1) approved photograph of each featured entertainer no
later than 90 days prior to the scheduled date for closing of materials for the
subject issue. Each video-clip and other item of Content will be delivered in
Beta or Beta SP format or such other format as Company may approve. You shall
deliver all necessary art or video content you wish included on the Disc at
least 90 days prior to the agreed date of delivery for distribution all of which
material shall be in digital file format TIFF (200 Dpi min.) and/or scanable
high quality 8" x 10" photos.

5. Advertising:
   -----------

         (a) You acknowledge that Company will be selling space on the Discs to
various advertisers and sponsors. You shall have the right to reject any
advertiser or sponsor who is not currently one of your advertisers or sponsors,
provided your rejection is not unreasonable. You have advised Company that you
will not approve any pro-alcohol or pro-tobacco advertisements or sponsors, and
Company has agreed not to solicit such advertisers or sponsors. Company will
also not object to your rejection of any advertisements that do not comply with
your corporate policies, taste or judgment. Furthermore, you shall have the
right to include up to three minutes (3:00) of advertising space on each Disc
for an advertiser of your selection.

         (b) Company agrees to share with you all sales contact information with
your print advertising sales department or other appropriate department,
provided that such disclosure of information will not violate any agreements
between Company and advertisers and sponsors.

6. Third Party Clearances: Each party that provides Content for the Discs shall
be solely responsible for obtaining and delivering to Company, at no cost to
Company, all necessary licenses, clearances, consents and permissions to enable
Company to fully exploit each Disc as contemplated herein (including, without
limitation, all licenses and consents from each entertainer featured in the
video-clips, music Areas and each other third party rendering services in
connection with the creation of, or otherwise entitled to compensation in
connection with the exploitation of, the video-clips). With respect to materials
furnished by you, you shall also be solely responsible for obtaining, at no cost
to Company, a license from the music publisher of each musical composition and
record company owner of each master recording embodied in the video-clips, which

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<PAGE>

license grants to Company the synchronization and/or mechanical reproduction
rights necessary to allow Company to embody such musical compositions on the
Disc as provided herein. Your delivery to Company of the materials required
pursuant to paragraph 4 shall be deemed to be your representation to Company
that you have obtained all necessary licenses, clearance and consents as
described in this paragraph 6. If Company provides any Content for the Discs,
Company shall be responsible for clearances, payments, consents, etc. as
described in this paragraph 6.

7. Warranties, Representations and Indemnity:
   -----------------------------------------

         (a) You warrant, represent, covenant and agree that: (i) You have the
full and unfettered right to enter into this Agreement and to grant the rights
granted to Company herein, and are not under any disability, restriction, or
prohibition, whether contractual or otherwise, with respect to your right to
execute this Agreement and perform its terms and conditions; (ii) Company shall
not be required to make any payments of any nature for or in connection with the
acquisition, exercise or exploitation of rights by Company pursuant to this
Agreement. Without limiting the foregoing, Company shall have no obligation to
pay any fee, advance or royalties to any entertainer, producer, music publisher,
record company or other third party in connection with the agreement and the
exploitation of the Disc; and (iii) the materials provided by you hereunder
(including, without limitation, the video-clips, any Audio-Only Masters and all
photographs) shall not violate or infringe upon any common law or statutory
rights of any person,firm or corporation, including without limitation,
contractual rights, copyrights and rights of privacy.

         (b) Company warrants, represents, covenants and agrees that: (i)
Company has the full and unfettered right to enter into this Agreement, and is
not under any disability, restriction or prohibition, whether contractual or
otherwise, with respect to its right to execute this Agreement and perform its
terms and conditions; (ii) Company will make no use of any materials furnished
by you except as specifically provided in this Agreement; and (iii) Company has
or will have the right to use any materials furnished by Company for the Discs.

         (c) Each party agrees to indemnify and hold the other party, and its
successors, assigns, agents, distributors, licensees, officers, directors, and
employees, harmless against any claim, liability, cost and expense (including
reasonable attorneys' fees and legal costs) in connection with any claim which
is inconsistent with any agreement, covenant, representation, or warranty made
by the indemnifying party herein, provided such claim has been settled with
mutual written consent or has resulted in a final judgment in a court of
competent jurisdiction. The indemnified party shall notify the indemnifying
party of each claim and the indemnifying party shall have the right to
participate in the defense thereof with its own attorneys at its own expense.

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8. Costs/Gross Revenues/Net Revenues/Accounting/Audits
   ---------------------------------------------------

         (a) (i) Company shall pay the costs of creating Content not furnished
by you, if any, and of digitizing all Content as required, as well as the costs
of designing and otherwise authoring and producing the Discs pursuant to a
budget to be mutually pre-approved by you and Company.

         (ii) You shall pay the costs associated with all Content furnished by
you as well as the costs associated with "inserting" the Disc in your magazines
and "handouts" at various stores or events. Such costs shall be subject to a
budget to be mutually pre-approved by you and Company.

         (iii) Each party shall be reimbursed for its costs described in (a)(i)
and (a)(ii) above out of "Gross Revenues" (as hereinafter defined).
Notwithstanding the foregoing, you shall not be entitled to reimbursement of the
costs of producing Content unless such Content is produced specifically for the
Discs and for no other purposes. However, the cost of editing pre-existing
Content for the Discs, and duplication and shipping costs therefor, shall be
reimbursable.

         (b) "Gross Revenues" are defined as all monies actually received by
Company from advertising and sponsorship sales in connection with the Discs,
fees for product placements on the Discs, music played for promotional purposes
on the Discs, film clips placed for promotional purposes on the Discs, and all
other revenues generated from the exploitation of the Discs.

         (c) "Net Revenues" are defined as Gross Revenues less the reimbursed
costs. All Net Revenues shall be divided equally between you and Company.

         (d) Company shall send you accountings and payments of your costs
subject to reimbursement and of your share of Net Revenues, if any, on a
quarterly basis within thirty (30) days after the end of each calendar quarter
during the Term. Each accounting shall become final and binding on you one (1)
year after the date rendered unless you object in writing, stating the reasons
for such objection, within such one-year period.

         (e) You shall have the right to appoint a certified public accountant
or attorney to examine Company's books and records relating to Gross Revenues
and Net Revenues, provided such examination shall take place at Company's
offices during normal business hours, on reasonable prior written notice, not
more frequently than once per calendar year, at your own expense. The rights
granted herein to you shall constitute your sole right to examine Company's
books and records. If an audit results in an underpayment to you of ten percent
(10%) or more, Company shall reimburse you for the reasonable out of pocket
costs of such audit.

9. Non-Exclusive: Company has advised you that it is entering into similar
licensing arrangements with publishers of other magazines and that its services
are not exclusive to you. However, during the Term, Company shall not enter into
similar agreement with any other professional wrestling organization.
Conversely, you shall not have the right or power to enter into a similar
licensing agreements with any other provider of Discs for "inserts" or
"outserts" in your magazines or special events CDs during the Term of this
Agreement.

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10. Miscellaneous:
    -------------

         (a) This Agreement constitutes the entire agreement between you and
Company (all prior negotiations, correspondence and agreements whether oral or
written being merged herein). This agreement may not be modified except by an
instrument in writing signed by both parties. A waiver of any breach by any
party in any one instance shall not constitute a waiver of any subsequent
breach, whether or not similar. If any part of this Agreement is determined to
be void, invalid, inoperative or unenforceable by a court of competent
jurisdiction or by any other legally constituted body having jurisdiction to
make such determination, such decision shall not affect any other provisions
hereof, and the remainder of this Agreement shall be effective as though such
void, invalid, inoperative or unenforceable provision had not been contained
herein.

         (b) This Agreement has been entered into in the State of New York, and
its validity, construction, interpretation and legal effect shall be governed by
the laws of the State of New York applicable to contracts entered into and
performed entirely within the State of New York. All claims, disputes or
disagreements which may arise out of the interpretation, performance or breach
of this Agreement shall be submitted exclusively to the jurisdiction of the
state courts of the state of New York or the Federal District Courts located in
New York City; provided, however, if Company is sued or joined in any other
court or forum (including an arbitration proceeding) in respect of any matter
which may give rise to a claim by Company hereunder, you consent to the
jurisdiction of such court or forum over any such claim which may be asserted by
Company. Any process in any action or proceeding commenced in the courts of the
State of New York arising out of any such claim, dispute or disagreement, may
among other methods, be served upon you by delivering or mailing the same, via
certified mail, addressed to you at the address given in this agreement or such
other address as you may from time to time designate by notice in conformity
with paragraph 10(c) below.

         (c) Any notice desired or required to be given by either party
hereunder to the other shall be in writing and shall be delivered by hand, or
sent by registered or certified mail, telex, telefax, or telegraph (with all
charges prepaid) to the respective addresses as set forth above until notice of
a new address shall be duly given. Copies of all notices to Company shall be
sent to Grubman, Indursky & Schindler, P.C., 152 West 57th Street, 31st Floor,
New York, New York 10019, Attention: Larry H. Schatz, Esq.

         (d) Company shall have the right to assign this Agreement to any
subsidiary, affiliated, controlling or other related company, and to any person
owning or acquiring a substantial portion of Company's stock or assets. Company
shall also have the right to assign any of its rights hereunder to any of its
licensees in order to effectuate the purposes hereof. Any other assignment of
rights by Company shall be subject to your reasonable approval.


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         (e) In any action brought by either party against the other under to
this Agreement, except for indemnification for third party claims pursuant to
paragraph 7(c) above, the party's claim for damages will be limited to actual,
direct damages and will not include any indirect, incidental, reliance, special
or consequential damages.

         If the foregoing correctly reflects your understanding and agreement
with us, please so indicate by signing below.

                                                Very truly yours,

                                                UNCOMMON MEDIA GROUP, INC.

                                                By:_____________________________
                                                Name:
                                                Title:


ACCEPTED AND AGREED TO:

World Wrestling Federation Entertainment, Inc.


By:____________________________
Name:
Title:

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