WORLDWIDE FOOTBALL MANAGEMENT, INC.

                                              SHAREHOLDERS AGREEMENT


                  AGREEMENT,  dated as of the 16th day of  April,  1997,  by and
among  WORLDWIDE  FOOTBALL  MANAGEMENT,  INC., a Delaware  corporation  with its
principal address at 29 Northfield  Avenue,  West Orange,  New Jersey 07052 (the
"Corporation"), JOEL SEGAL, residing at 330 East 75th Street, New York, New York
10021  ("Segal"),  and  WORLDWIDE  ENTERTAINMENT  &  SPORTS  CORP.,  a  Delaware
corporation with its principal address at 29 Northfield Avenue, West Orange, New
Jersey 07052 ("Worldwide").

                  Segal and Worldwide  (collectively,  the "Shareholders")  have
caused the  Corporation  to be formed under the  corporate  laws of the State of
Delaware for the purpose of engaging in the  management  and  representation  of
professional  football  players.  Segal has  contributed  certain  assets to the
Corporation,  including certain existing  contractual  rights, and Worldwide has
contributed  certain  assets,  including cash and certain  existing  contractual
rights, to the Corporation.

                  The authorized  capital stock of the  Corporation  consists of
three thousand shares of common stock,  par value $.01 per share (the "Shares").
By extension of this Agreement,  Segal owns 20 Shares,  which constitutes 20% of
the outstanding  Shares, and Worldwide owns 80 Shares,  which constitutes 80% of
the outstanding Shares.

                  The  parties  believe  it to be in the  best  interest  of the
Corporation  and the  Shareholders  to set  forth  certain  understandings  with
respect to certain matters.

                  In  consideration  of the foregoing and of the mutual promises
and  agreements   hereinafter  set  forth,  and  for  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

                  1.       Assignment.

     (A) Segal.  By  executing  this  Agreement,  and as more fully set forth on
Exhibit A hereof, Segal hereby assigns to the Corporation,  subject to the terms
of Paragraph 5 hereof, all of Segal's rights and interests in and to the revenue
generated by his services as a Player's  Contract  Advisor for the  professional
athletes listed on Exhibit A ("Segal's Assignment"). Exhibit A is a complete and
accurate  list,  as of the  date  hereof  of , (i) the  individuals  that  Segal
represents as a duly certified  player's  agent listed with the NFLPA;  (ii) the
current annual compensation amounts of each individual  (including revenues from
endorsement  income  broken  out and so  identified);  (iii) the number of years
remaining on each player's existing contract and the salary and guaranteed bonus
and other payments due to the player thereunder, and; (iv) the percentage of the
respective annual


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compensation  amounts of the listed  individuals  that Segal has  contracted  to
receive as commission  (cumulatively,  "Segal's  Client  Business")  pursuant to
signed and valid agent agreements,  which to his best knowledge have not been or
are not being or threatened  to be terminated or breached by any party  thereto.
There  are no  unpaid  fees due to Segal  as of the  date  hereof  from any such
individuals,  or any  individuals  for whom the Segal  has acted as a  certified
player's agent since January 1, 1994, which have not been paid in full.

                  (B) Worldwide.  In executing this Agreement,  Worldwide hereby
assigns all of its rights and  interests in and to the revenues it receives from
the professional  athletes listed on Exhibit B ("Worldwide's  Assignment") which
is a complete and accurate list of all of the players  currently  under contract
with Worldwide;  the number of years remaining on each contract; and the amounts
of revenue expected by Worldwide from each such player contract.

                  2.        Management and Internal Affairs.

     (A)  Directors.  The number of directors  constituting  the entire Board of
Directors of the Corporation shall be three. The Shareholders agree,  subject to
the provisions of this  Agreement,  to nominate and to vote their Shares for the
election as directors of the Corporation of two persons  designated by Worldwide
and one person  designated by Segal.  The By-Laws of the  Corporation are hereby
deemed amended so as to conform with this Section.

                  The foregoing  notwithstanding,  Segal shall have the right to
designate one person for nomination and election to the board only so long as he
continues  to own the Shares held by him or he  continues  to be employed by the
Corporation.  In the event  that he is  neither  the  holder  of  Shares  nor an
employee of the Corporation, the Shareholders shall be free to nominate and vote
for  election as a director,  in place of the person  previously  designated  by
Segal, as the case may be, any person without restriction.

     (B) Officers.  The  Shareholders  agree to use their best efforts to secure
the election and continuation in office,  and to cause their nominees serving as
Directors to vote for the following persons as officers as follows:

                  Chairman of the Board             Marc Roberts

                  President                         Joel Segal

                   Secretary                        Roy Roberts


                  3.       General Issue and Transfer Restrictions.

     (A)  Prohibition  of  Issuance  or  Transfer.  The  Corporation  shall  not
hereafter issue any Shares and neither the Corporation nor any Shareholder shall
sell, assign, pledge,

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hypothecate  or otherwise  alienate,  encumber or  otherwise  dispose of, in any
manner (including, without limitation, by will or intestacy), whether or not for
consideration  (hereinafter  referred to as a "Transfer"),  any Shares except as
expressly  permitted  by the terms of this  Agreement.  Any  attempted  issue or
Transfer of Shares of other  securities of the  Corporation in violation of this
Agreement shall not be recognized and shall be deemed void ab initio.

     (B) General  Conditions Upon Waiver of Prohibition.  In addition to and not
in limitation of any of the other  restrictions  and  conditions,  but except as
otherwise  herein  provided,  no Shares shall  hereafter  be issued  without the
consent of all  Shareholders  and no Shares shall be transferred  unless each of
the following conditions is met with respect to such an issue or Transfer:

                                    (1) the  transferee  agrees in writing to be
                           bound by all of the  provisions of this  Agreement to
                           the  same  extent  as if he  were  a  party  to  this
                           Agreement  and a  Shareholder,  and a  copy  of  such
                           written agreement is given to the Corporation;

                                    (2) the transferee  executes and delivers to
                           the  Corporation  an  investment  letter  in form and
                           substance  satisfactory  to the  Corporation  and its
                           counsel,   the  terms  of  which  shall   include  an
                           appropriate investment representation; and

                                    (3) the  Transfer or issue is made  pursuant
                           to (a) an effective  registration statement under the
                           Securities   Act  of  1933   and   applicable   state
                           securities  laws,  or  (b) an  appropriate  exemption
                           therefrom,  in which  event the  transferee,  if any,
                           shall  furnish  to  the  Corporation  an  opinion  of
                           counsel,  reasonably  satisfactory to the Corporation
                           and its  counsel,  that the  Transfer  is exempt from
                           such registration requirements.

                  (C) Restrictive  Legend.  Any  certificate  issued at any time
representing  Shares shall have the following  endorsement  written,  printed or
stamped upon the face thereof:

                           "NOTICE:   the   securities   represented   by   this
                           Certificate   have  not  been  registered  under  the
                           Securities   Act  of  1933   and   applicable   state
                           securities   law,  and  are  subject  to  the  terms,
                           conditions   and   restrictions   of  a  Shareholders
                           Agreement among the Corporation and its Shareholders,
                           dated as of April 7, 1997, a copy of which is on file
                           with the  Secretary  of the  Corporation,  and  which
                           includes, without limitation,  certain provisions for
                           the election of specific directors and officers named
                           therein  and for the  issuance of  securities  of the
                           Corporation.  Said  securities may not be offered for
                           sale,   sold,   assigned,    pledged   or   otherwise
                           transferred,  encumbered  or disposed  of,  except as
                           expressly provided in the Shareholders Agreement."



<PAGE>




     (D) First  Refusal.  If a  Shareholder  at any  time,  or from time to time
receives a bona fide offer from a person or entity not a party to this Agreement
to purchase  any Shares  (the  "Third  Party  Offer"),  prior to the  acceptance
thereof, such Shareholder (the "Offering Shareholder") shall give notice thereof
to the other parties hereto. Such notice (the "Offering Notice") shall contain a
detailed  description of the Third Party Offer,  including,  but not limited to,
the name and  address of the offeror and the price at which and terms upon which
such Shares (the "Offered Shares") are proposed to be transferred.  The Offering
Notice  shall be deemed to be an offer by the Offering  Shareholder  to sell all
Offered Shares to the other parties hereto, who shall have the following options
to accept such offer in accordance with the terms of the Offering Notice:

                                    (1) The  Offering  Shareholder  shall  first
                           offer the Offered  Shares to the  Corporation,  which
                           shall  have  sixty days in which to accept all of the
                           Offered  Shares at the purchase price and other terms
                           and conditions set forth in the Third Party Offer.

                                    (2) If the Offered Shares  offered  pursuant
                           to the foregoing  offer is not accepted,  the Offered
                           Shares  shall be offered  to the other  Shareholders,
                           who shall have  sixty  days in which to  accept,  pro
                           rata in accordance  with the relative  share holdings
                           of  those  Shareholders  so  electing,  all  of  such
                           Offered  Shares at the purchase price and other terms
                           and conditions set forth in the Third Party Offer.

                                    (3) All  acceptances of Offered Shares shall
                           be effected by notice (the "Acceptance Notice") given
                           to the  Offering  Shareholder  within the  applicable
                           time limits hereinabove specified.

                                    (4) If all of the  Offered  Shares  are  not
                           accepted pursuant to the foregoing clauses 1 and 2 of
                           this subsection (A), then all, but not less than all,
                           of  the  Offered  Shares  may be  transferred  by the
                           Offering Shareholder,  at any time within thirty days
                           after the last  Acceptance  Notice was  permitted  to
                           have been given, to the proposed offeree named in the
                           Offering Notice at the price and upon the other terms
                           and  conditions  set  forth in the  Offering  Notice;
                           provided,  however,  that the Offering Shareholder is
                           able to certify and  certifies  to the other  parties
                           hereto that the transfer of the Offered  Shares is to
                           the proposed offeree named in the Offering Notice and
                           pursuant to the terms and conditions set forth in the
                           Offering Notice.

                                    (5) Contemporaneously  with the giving of an
                           Offering Notice, the Offering  Shareholder shall seek
                           to assure that such  notice is  actually  received by
                           the non-Offering  Shareholders by making a good faith
                           attempt   to   orally    notify   the    non-Offering
                           Shareholders  or  their  respective   agents  of  the
                           Offering  Notice at whatever  place the  non-Offering
                           Shareholders are thought by the Offering Shareholder.


<PAGE>




                                    (6) The offer  made in any  Offering  Notice
                           shall be deemed to be a firm  non-withdrawable  offer
                           for the applicable periods hereinabove provided.

                                    (7) Any Shareholder  transferring all of his
                           Shares,  other than pursuant to Section 3 hereof,  if
                           an officer,  director or employee of the Corporation,
                           shall tender his resignation  from all such positions
                           simultaneously  with the  closing of the  transfer of
                           his  Shares,  and  the  other  parties  hereto  shall
                           forthwith  do  all  acts   necessary  to  modify  all
                           applicable  documents filed by the  Corporation  with
                           various regulatory authorities.

                                    (8)  During  any  period  beginning  on  the
                           giving of an  Offering  Notice  and  ending  upon the
                           closing  of  the  Transfer  of  the  Shares   offered
                           thereunder,  such  Shares  shall not be voted and the
                           holder  thereof  shall not exercise any of the rights
                           attendant to ownership thereof.

                  (E)  Drag-Along and  Come-Along  Requirements.  If at any time
Worldwide  desires  to sell all of its  shares of Common  Stock to an  unrelated
third-party  purchaser,  and the purchaser of such Common Stock  requires,  as a
condition of such sale, that such purchaser  acquire all of the shares of Common
Stock of all Management  Shareholders,  then Segal shall be required to (i) sell
all of his shares of Common Stock to such  purchaser on the same price and other
terms and  conditions as those  offered to  Worldwide,  or (ii) effect the Share
Exchange set forth in Section 3 hereof. If at any time Worldwide desires to sell
all of its  shares  of  Common  Stock  to an  unrelated  third-party  purchaser,
Worldwide  shall not consummate such purchase and sale  transaction  unless such
purchaser  also  offers to purchase  all of the shares of Common  Stock owned by
Segal,  on the same price and other  terms and  conditions  as those  offered to
Worldwide, if Segal so demands.

                  (F) Bankruptcy, Incapacity or Death of a Shareholder. Anything
in this Agreement to the contrary  notwithstanding,  if any Shareholder  dies or
becomes bankrupt or incapacitated  (which incapacity  results in the appointment
by the Court of a guardian to act on behalf of such  Shareholder),  then neither
such Shareholder nor his executor, heir, guardian, trustee or receiver (a "Legal
Substitute")  shall be  entitled  thereafter  to be offered or to  purchase  any
Shares  pursuant  to  any  of  the  provisions  of  this  Agreement,   and  such
Shareholder's  interests  shall be  disregarded  for all such  purposes  hereof;
provided,  however,  that such Shareholder or his Legal  Substitute,  in such an
event,  shall be bound,  with respect to his Shares,  to all of the restrictions
and obligations imposed under this Agreement. Notice of the death, bankruptcy or
incapacity  of the  affected  Shareholder  shall be  given  promptly  after  its
occurrence  (which  shall be within  thirty  days after the  qualification  of a
decedent  or  incompetent  Shareholder's  Legal  Substitute  in the  event  of a
Shareholder's death or incompetency or within ten days of any event constituting
bankruptcy)  by the affected  Shareholder  to the  Corporation  and to the other
Shareholders.  Such  notice  shall be  deemed  to be a  notice  of  election  to
effectuate a Share  Exchange in accordance  with the  provisions of Section 4 of
this Agreement.




<PAGE>




                  4.       Exchange of Shares.

     If on or after  December  31,  1998,  (i) Segal is a licensed  NFL Player's
Agent in good  standing  with  the  NFLPA  and has no  outstanding,  pending  or
threatened  claims,  suits or proceedings of any kind which, if resolved against
Segal,  could  prevent  him from  acting in such  capacity;  (ii) Segal is still
employed  by the  Corporation;  and (iii)  Segal is  listed  with the NFLPA as a
Player's  Contract  Advisor  on  at  least  ten  valid  and  enforceable  Player
Agreements,  the revenue from which has been assigned to the  Corporation,  then
either  Segal  or the  Company  may,  upon  15 days  written  notice,  elect  to
effectuate a share-for-share  exchange of the Shares held by Segal for shares of
Common Stock of Worldwide  (the "Share  Exchange").  The exchange ratio shall be
10,000 shares of Worldwide  Common Stock  (subject to adjustment in the event of
any stock split,  reverse stock split,  stock  dividend or any other such equity
reconfiguration  occurring after the date of this Agreement) for each Share held
by Segal.  Worldwide  agrees to reserve  shares of its Common Stock for issuance
upon the effectuation of a Share Exchange.

                  5.       Reassignment & Tender.

     In the event Segal ever ceases to be an employee of the Corporation  during
the term of his  Employment  Agreement  for any reason  then,  as of the date he
ceases to be so employed,  Segal's  Assignment shall immediately lapse and be of
no further force or effect and all such revenues to be so derived from contracts
assigned to the  Corporation by the Segal  Assignment  which come due after such
cessation of employment,  after deduction of applicable  direct expenses,  shall
revert to Segal. In addition,  if such cessation of employment  occurs after the
Share  Exchange  set forth in  Section 4 hereof,  Segal  shall be deemed to have
irrevocably  offered to resell to the Company or its  designees,  that number of
shares of Worldwide  Common Stock equal to the product of (A)  3,333.334 and (B)
the number of months (or portions thereof)  remaining from such date until April
7, 2002 at a price of $.001 per share. If, however,  the cessation of employment
occurs prior to the Share Exchange contemplated by Section 4 hereof, Segal shall
be deemed to have  irrevocably  tendered his Shares to Worldwide in exchange for
that number of shares of  Worldwide  Common  Stock  derived by  multiplying  (x)
3,333.334  by (y) the number of months  during  which Segal was  employed by the
Corporation.  Any  fractional  number of Shares derived by applying the formulae
set forth in this Section 5 will be rounded up to the next whole number.

                           6.       Registration Rights.

     (A) Demand  Registration.  After the Share Exchange date,  Worldwide,  upon
Segal's  written  demand  (the  "Demand  Notice"),  agrees  to  register  on one
occasion,  up to 70,000 of  Segal's  shares of Common  Stock of  Worldwide  (the
"Registrable Securities"). On such occasion, Worldwide shall file a Registration
Statement  covering the  Registrable  Securities  within  thirty (30) days after
receipt  of the  Demand  Notice  and  shall  use its best  efforts  to have such
registration statement declared effective promptly thereafter.



<PAGE>




     (B)  "Piggy-Back"  Registration.   In  addition  to  the  demand  right  of
registration,  Segal  shall have the right for a period of three years after the
date of Share  Exchange,  to include shares of Common Stock of Worldwide as part
of any other  registration  of  securities  filed by  Worldwide  (other  than in
connection with a transaction  contemplated by Rule 145(a) promulgated under the
Act or  pursuant  to Form S-4 or Form  S-8)  provided,  however,  that the Chief
Executive  Officer of Worldwide  participates in such registration of shares. In
the event of such a proposed  registration,  Worldwide  shall furnish Segal with
not less than twenty days'  written  notice prior to the proposed date of filing
of such registration statement.  The holders of the Registrable Securities shall
exercise the  "piggyback"  rights  provided for herein by giving written notice,
within ten days after the receipt of Worldwide's notice of its intention to file
a registration  statement.  Segal shall not be entitled to register  pursuant to
piggyback registration rights in any twelve month period in excess of 10% of the
shares of Common Stock of Worldwide held by him unless another executive officer
of the Corporation is entitled to register a greater percentage of his shares.

     (C)  Terms.  Worldwide  shall  bear  all  fees and  expenses  attendant  to
registering  the  Registrable  Securities,  but  Segal  shall  pay  any  and all
underwriting commissions and the expenses of any legal counsel selected by Segal
to represent him in connection with the sale of the  Registrable  Securities and
any applicable  transfer taxes.  Worldwide agrees to use its prompt best efforts
to cause the  filing  required  herein to become  effective  and to  qualify  or
register the Registrable  Securities in such states as are reasonably  requested
by Segal;  provided,  however,  that in no event shall  Worldwide be required to
register the Registrable  Securities in a state in which such registration would
cause (i)  Worldwide  to be  obligated  to qualify to do  business  as a foreign
corporation  in such State or to pay income,  franchise or other  similar  taxes
solely as a result of such  registration  or to be subject to service of general
process,  or (ii) the  principal  stockholders  of  Worldwide to be obligated to
escrow their shares of capital  stock of  Worldwide.  Worldwide  shall cause any
such  registration  statement to remain  effective for a period of at least nine
consecutive months after the effective date of such registration statement.

     (D)  Indemnification.  Worldwide  shall  indemnify  Segal against all loss,
claim, damage,  expense or liability  (including all reasonable  attorneys' fees
and other expenses reasonably incurred in investigating,  preparing or defending
against any claim  whatsoever) to which any of them may become subject under the
Act, the Exchange Act or  otherwise,  arising from such  registration  statement
other than to the extent claims arise from information  relating to Segal. Segal
shall indemnify Worldwide against all loss, claim, damage,  expense or liability
(including all reasonable attorneys' fees and other expenses reasonably incurred
in investigating,  preparing or defending against any claim whatsoever) to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
from  information  furnished  by or on behalf of Segal in writing,  for specific
inclusion in such registration statement.



<PAGE>




                  7.       Books of Account.

     Books and records of account of the Corporation  shall be maintained at its
principal  office,  and true and accurate entries of all transactions had by and
on behalf of the Corporation shall be set down therein.  Such books and records,
accounts and all other documents of the Corporation,  at all times during normal
business hours,  shall be open to the inspection of the  Shareholders  and their
authorized designees, who shall be entitled to make copies therefrom and to take
extracts  thereof.  Notwithstanding  whether any of the parties hereto remains a
Shareholder,  all such records and books of account, together with all files and
documents  prepared on behalf of the Corporation,  shall remain in the exclusive
possession of the Corporation.


                  8.      Obligations of the Corporation; Conflict with By-Laws.

                  The parties hereto agree that all of the terms,  covenants and
conditions of this Agreement  shall  supplement the By-Laws of the  Corporation,
and, in the event of conflict  therewith,  shall prevail.  The Corporation shall
not be deemed a party to, nor be directly  obligated with respect to, any of the
voting, consent or approval provisions hereof;  provided,  however, that nothing
in this Section 8 or elsewhere set forth shall affect the rights and obligations
of the  Shareholders  among  themselves  under  any of the  provisions  of  this
Agreement.  Wherever in any section of this  Agreement  reference is made to any
action  to be  taken  or not be  taken by the  Corporation  or  otherwise  or in
accordance  with specified  procedures,  such reference  shall be deemed to mean
that the  Shareholders  shall  cast their  votes and take such  other  action as
reasonably  may be necessary or desirable or otherwise  appropriate to cause the
Corporation  to take or not to take such action or otherwise to effectuate  such
provisions and in accordance with the procedures therein specified.

                  9.       Binding Agreement; Assignment; Survival.

     Except to the extent otherwise  expressly  provided herein,  this Agreement
shall be binding upon the present and future parties  hereto,  their  respective
successors,  assigns,  heirs, legatees and Legal Substitutes and all persons and
other  entities who otherwise may derive any rights or interests  hereunder from
or through any of the parties hereto,  regardless,  in any event, of whether any
certificate  representing  Shares bears the legend  provided for in section 3(C)
hereof. Except to the extent otherwise expressly provided herein, this Agreement
shall  inure to the  benefit of the present  and future  parties  hereto,  their
respective heirs and legatees and, to the extent that a transfer of their Shares
is effected  pursuant to the provisions of this  Agreement,  their assigns.  All
agreements, covenants, representations, and warranties made herein shall survive
the execution and delivery of this  Agreement and the  agreements  made pursuant
hereto or referred to herein.

                  10.      Communications.

     All notices, demands, requests, offers, approvals,  consents,  acceptances,
waivers,  reports and other communications required or permitted hereunder shall
be in writing and


<PAGE>




shall be deemed  to have been duly  given,  received  and dated  when  delivered
personally or, if sent by overnight courier,  one day after being deposited with
such courier addressed to the parties at their addresses  respectively set forth
above or at such other  address  as any party may give by notice.  Any party may
change its address by sending  notice thereof to the other parties in the manner
prescribed above, except that notice of change of address shall not be effective
until actually received.

                  11.      Construction; Headings; Word Meanings.

     This  Agreement,  and all related  agreements,  instruments  and documents,
shall be construed and enforced in accordance  with the laws of the State of New
York without giving effect to the  principles of conflict of laws.  Headings and
titles  are for  convenience  of  reference  only  and  shall  not  control  the
construction or interpretation of any provision hereof.

                  12.      No Third Party Beneficiaries.

     Nothing in this Agreement  shall be construed as conferring upon any person
or other entity,  other than the parties hereto and their Legal  Substitutes (to
the extent provided  herein),  any right,  remedy or claim under or by reason of
this Agreement.
                  13.      Entire Agreement; Modification; Consents; Waivers.

     This  Agreement  and the  agreements  and  instruments  referred  to herein
represent the entire agreement of the parties with respect to the subject matter
hereof and no interpretation,  change,  termination or waiver of or extension of
time for performance under, any provision of the Agreement shall be binding upon
any party  unless in  writing  and  signed  by the  party  intended  to be bound
thereby.  Any provision of this Agreement can be modified if consented to by all
of the parties hereto.  Receipt by any party of money or other consideration due
under this Agreement,  with or without knowledge of breach, shall not constitute
a waiver  of such  breach  or of any  provision  of this  Agreement.  Except  as
otherwise  provided herein,  no waiver of or other failure to exercise any right
under,  or  default  or  extension  of time for  performance  under,  any of the
provisions of this Agreement shall affect the right of any party to exercise any
subsequent  right  under  or  otherwise  enforce  said  provision  or any  other
provision  hereof or to  exercise  any right or remedy in the event of any other
default,  whether or not similar.  Without  limitation to the  generality of the
foregoing and except as otherwise  provided herein,  the failure of any party to
exercise any right of first  refusal or any Put or Call  hereunder  (hereinafter
collectively  referred to as "share  rights")  shall not in any way constitute a
waiver of or otherwise  affect such  party's  right to exercise any of the other
share rights or to exercise any  subsequent  said rights to which such party may
otherwise be entitled hereunder.


<PAGE>




                  14.      Severability.

     The  invalidity or  unenforceability  of any  particular  provision of this
Agreement shall not affect any of the other provisions hereof and this Agreement
shall be construed in all respects as if such invalid or unenforceable provision
were omitted.


<PAGE>




                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and date first set forth above.


                                    WORLDWIDE FOOTBALL MANAGEMENT, INC.


                                    By:  /s/Marc Roberts, Chairman of the Board


                                    WORLDWIDE ENTERTAINMENT & SPORTS CORP.


                                    By:/s/  Marc Roberts, President



                                     /s/ Joel Segal