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                    TV PRODUCTION AND DISTRIBUTION AGREEMENT

This Agreement (including the Exhibit(s) hereto) is made between:-

SWEDISH MATCH GRAND PRIX AB ("SMGP")
Rosenlundsgatan 36, SE-118 85 Stockholm, Sweden

and

SPORTSHOWS TELEVISION LTD ("STV")
60 Parsons Green Lane, London STV6 4HU, United Kingdom

(hereinafter collectively referred to as the "Parties")
(The Swedish Match Tour is referred to as the "Tour")

and sets out the terms and conditions under which STV is contracted by SMGP for
TV production and distribution of nine event programmes from event regattas on
the Tour in the 2003/4 and 2004/5 seasons.

In this Agreement the following words and expressions shall have the following
meanings:

"Content" means electronically recorded audio and visual material such as may be
protected by relevant Intellectual property legislation;

"Fees" means all fees payable by SMGP to STV for the Professional Services;

"Initial Term" means the minimum term for which STV will provide the Services;

"Professional Services" means any professional, consulting or support services
provided by STV to SMGP under this Agreement;

"Renewal Term" means any term following the Initial Term;

"Services" means the Professional Services and the Supplemental Services;

"Supplemental Fees" means all fees payable by SMGP to STV in respect of
Supplemental Services and such fees shall be in accordance with STV's then
current prices and pricing policy;

"Supplemental Services" means any agreed certain services and equipment needed
by SMGP on a "one-off" or emergency basis where such services are not included
within the scope of the Professional Services.

1.      TERMS FOR PARTIES
1.1     Whereby it is agreed that STV and SMGP shall accept the terms in full
        within this Agreement for television coverage of the Tour TV series.

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2.      COMMISSIONING AGREEMENT
2.1     STV Is commissioned by SMGP to film sailing events on the Tour, to
        produce programs and to distribute such programs, in accordance what is
        further described in EXHIBIT 1.

2.2     STV shall provide SMGP with 14 x PAL format DVD and 3 x NTSC format DVD
        after each production is completed. The cost of the NTSC conversion will
        be charged to SMGP at cost.

3.      REMUNERATION
3.1     The agreed remuneration for the Professional Services is US$270,000 (two
        hundred and seventy thousand) US Dollars.

4.      TERM
4.1     The Term of this Agreement will commence on signature of this Agreement
        and shall continue until December 31, 2004, on which date it shall
        expire without notice. It is the Parties' intention to enter into a new
        agreement to replace this Agreement upon its expiration

4.2     The termination of this Agreement shall not affect the validity of the
        clauses 7 (save for 7.4 and 7.5), 8, 14 and 15.

5.      PAYMENT TERMS
5.1     All costs are included within the agreed Remuneration, including but not
        limited to all travel and accommodation for TV crew. Additional costs as
        well as Supplemental Fees shall be agreed separately as a supplement to
        this Agreement and constitute a part of this Agreement.

5.2     Payment shall be made via electronic funds transfer with all charges
        paid by sender in 9 equal instalments of US$30,000 (thirty thousand US
        Dollars) on the 30th day of each month beginning March 2004:

5.3     STV shall issue to SMGP a monthly invoice.

5.4     STV shall issue to SMGP an invoice in respect of all Supplemental Fees
        either forthwith upon the Supplemental Services being provided or at the
        end of the month in which the Supplemental Services are provided.

5.5     Payment of all invoices issued by STV to SMGP shall become due fourteen
        (14) days after receipt of the same by SMGP.

5.6     Where applicable STV will charge to SMGP such taxes as may be applicable
        at the prevailing rate and all other relevant purchase tax on the Fees
        and Supplemental Fees. Should STV become aware of any such tax, STV
        shall without delay notify in writing SMGP thereof. Should STV not give
        a written notice without delay to SMGP, STV will be responsible for any
        such taxes that could have been avoided had SMGP received such a notice.

                                      -2-
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6.      LATE PAYMENTS
6.1     Late payments shall be subject to the prevailing rate of interest at
        National Westminster Bank, London, England, which shall accrue on a
        daily basis and is due and payable by SMGP.

7.      RIGHTS
7.1     SMGP shall be the sole and exclusive owner of all results of work
        performed by STV under this Agreement. Without limitation, films,
        programming, news rushes, Content, as well as other productions and
        recordings of the same, shall be considered as results of work performed
        by STV under this Agreement. SMGP's ownership of such results shall
        include all intellectual property rights and SMGP shall be entitled to
        make changes in such results and to transfer its rights to any third
        party.

7.2     At SMGP's request, STV shall without delay provide SMGP with results of
        work performed by STV under this Agreement. SMGP shall compensate STV
        for any costs relating to shipment or similar extra costs for fulfilling
        such requests.

7.3     SMGP undertakes to indemnify STV against any claims relating to
        infringements relating to the filming and production of the Tour by
        third parties, relating to STV's fulfilment of its obligations under
        this Agreement and provided that STV has followed any directions given
        by SMGP. This includes, but is not limited to, material protected by
        copyright, trademark, trade secret, or other intellectual property
        rights.

7.4     SMGP agrees that STV is allowed to use all materials covered within this
        agreement for Internet broadcasting.

7.5     SMGP agrees that STV is allowed to use all materials covered within this
        agreement for their own advertising and promotion in perpetuity.

7.6     SMGP agrees that STV is allowed to use all materials covered within this
        agreement once this agreement terminates, provided the express written
        agreement of SMGP is obtained beforehand.

8.      LIMITATION OF LIABILITY
8.1     In no circumstances shall the Parties be liable in contract, tort
        (including negligence or breach of statutory duty) or otherwise
        howsoever caused for:

        (i)     any loss of profit business contracts revenues or anticipated
                savings or;
        (ii)    any special indirect or consequential damage of any nature
                whatsoever arising directly or indirectly out of the provision
                by STV of the Services or of any error or defect therein or of
                the performance, non-performance, or delayed performance by STV
                of this Agreement.

8.2     In the event of a technical failure of equipment or of a material
        failure with video tapes, STV shall endeavour to rectify the failure on
        site or provide replacement equipment and

                                      -3-
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        video tapes at the site but will not be held responsible for any loss or
        damages caused to any other parties through such failures.

9.      WARRANTY
9.1     SMGP agrees to indemnify and hold harmless STV and Its officers,
        directors, professional advisers, agents and employees against any
        losses costs expenses claims damages liabilities penalties actions
        proceedings or judgments which they may become subject to relating to or
        arising from:

        a)      the infringement or misappropriation or alleged infringement or
                misappropriation of any copyright, trade secret, patent,
                trademark or other proprietary right related to any hardware or
                software utilised by SMGP or otherwise through the performance
                of the Services;
        b)      any violation of any applicable law rule or regulation through
                the performance of the Services;
        c)      any third party claims by SMGP or customers or clients of SMGP,
                as a result of STV's performance of the Services.

10.     LICENCES
10.1    SMGP licenses STV to distribute the Tour TV series in accordance with
        this Agreement.

11.     TERMINATION
12.1    Either one of the Parties may by notice in writing immediately terminate
        this Agreement If the other party shall:

        a)      breach this Agreement and in the case of a breach capable of
                being remedied shall not have remedied the same within 7 days of
                receipt of a notice identifying such breach and requiring its
                remedy;
        b)      be unable to pay its debts or enters into compulsory or
                voluntary liquidation or compounds with or convenes a meeting of
                its creditors or has a receiver or manager or an administrator
                appointed, or ceases for any reason to carry on business or
                takes or suffers any similar action whereby it may be unable to
                pay its debts.

11.5    Termination of this Agreement for whatever reason shall be without
        prejudice to any rights or obligations which have accrued prior to
        termination.

12.     FORCE MAJEURE
12.1    Neither Party shall be deemed to be in default of any provision of this
        Agreement or be liable for any delay failure of performance or
        interruption of the provision of the Services to SMGP or the fulfilment
        of SMGP's obligations towards STV, respectively, resulting directly or
        indirectly from extraordinary weather conditions, natural disasters or
        other acts of God, action of any government or military authority,
        failure caused by hacking or a telecommunications provider or other
        Internet provider, or other force or occurrence beyond the relevant
        Party's reasonable control, including without limitation mechanical
        electronic communications or third party supplier failure.

                                      -4-
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13.     RELATIONSHIP OF PARTIES
13.1    None of the provisions of this Agreement shall be deemed to constitute a
        partnership between the parties and neither party shall be responsible
        for any act or omission of the other or have the right or authority to
        bind the other in any way.

14.     GOVERNING LAW
14.1    This Agreement shall be governed by and construed In accordance with the
        substantive laws of Sweden.

14.2    Each of the parties to this Agreement irrevocably submits for all
        purposes in connection with this Agreement to the exclusive jurisdiction
        of the Courts of Sweden, whereby the Stockholm District Court shall be
        the exclusive court of first instance.

15.     DISPUTE RESOLUTION
15.1    The Parties will attempt in good faith to resolve any dispute or claim
        arising out of or relating to this Agreement promptly through
        negotiations between their representatives.

15.2    If the matter is not resolved through negotiation the parties will
        attempt in good faith to resolve the dispute or claim through an
        Alternative Dispute Resolution ("ADR") procedure.

15.3    The performance of obligations under the Agreement shall not cease or be
        delayed by the application of an ADR procedure pursuant to clause 15.2
        above.

15.4    If the matter has not been resolved by an ADR procedure within 2 months
        of the Initiation of such procedure or if either Party will not
        participate in an ADR procedure the dispute shall be referred to the
        Courts of Sweden in accordance with clause 14.2 above.

16.     ENTIRE AGREEMENT
16.1    This Agreement shall constitute the entire agreement and understanding
        between the Parties in respect of the subject matter of this Agreement
        and supersedes any prior or contemporaneous agreement whether written or
        oral. Any changes modifications or amendments to this Agreement to be
        binding must be signed by an authorised officer of both parties. This
        Agreement does not supersede or terminate any non-disclosure or
        confidentiality agreement in existence between the parties.

16.2    If any of the provisions of this Agreement are found to be void or
        unenforceable it shall be deemed to be deleted from this Agreement and
        the remaining provisions shall continue to apply. The parties shall
        negotiate in good faith in order to agree the terms of a mutually
        satisfactory provision to be substituted for the provision found to be
        void or unenforceable .

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17.     SERVICE OF NOTICES AND COMMUNICATIONS
17.1    Except as otherwise expressly provided within the Agreement, no notice
        or other communication from one party to the other shall have any
        validity under the Agreement unless made in writing by or on behalf of
        the party concerned.

17.2    Any notice or other communication which is to be given by either party
        to the other shall be given by letter or by facsimile transmission or
        electronic mail confirmed by letter. Such letter shall be delivered by
        hand or sent pre-paid by first class registered or recorded delivery
        post addressed to the other party. If the other party does not
        acknowledge receipt of such letter facsimile transmission or item of
        electronic mail and the relevant letter is not returned as undelivered
        the notice or communication shall be deemed to have been given 5 working
        days after the day on which the letter was posted.

18.     WAIVER
18.1    The failure of either party to exercise any right or remedy shall not
        constitute a waiver of that right or remedy.

18.2    No waiver shall be effective unless it is communicated to the other
        party in writing.

18.3    A waiver of any right or remedy arising from a breach of contract shall
        not constitute a waiver of any right or remedy arising from any other
        breach of the Agreement.

                              ---------------------

This Agreement has been executed in two originals whereof the Parties have taken
one each.


Signed for and on behalf of               Signed for and on behalf of
SPORTSHOWS TELEVISION LTD                 SWEDISH MATCH GRAND PRIX AB


/s/ Clifford Webb                         /s/ Pierre Tinnerholm

Clifford Webb                             Pierre Tinnerholm
Managing Director                         President, Swedish Match Grand Prix AB


Dated   30/9/04                           Dated    21/9/2004


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SERVICES TO BE PROVIDED BY SPORTSHOWS TV

Sportshows Television ("Sportshows") agrees to provide the following services:

EVENTS

        o       The services to be provided by Sportshows shall include all 9
                Swedish Match Tour events, from January 2004 (beginning with the
                event in USA).

CONCEPT

        o       The filming and programming shall follow the Concept described
                in Sportshows "Swedish Match Tour TV Coverage Proposal" dated
                [INSERT DATE] (the "Proposal").

EVENT COVERAGE AND ATTENDANCE

        o       Sportshows shall provide a crew of at least 4 people at each of
                the nine events. The crew may increase and shall be tailored to
                meet the demands in liaison with the local organizer.

        o       The crew at each event shall consist of at least:

                o       2 camera operators
                o       2 on board camera operators (or remote on board camera
                        if necessary)

        o       Provide all necessary TV equipment at each event, including but
                not limited to the following standard equipment:

                o       2 Beta Cameras
                o       2 DV Camcorders and/or 2 remote cameras

                o       1 Schwemm gyro lens
                o       1 super telephoto lens if required
                o       ancillary equipment including tripods, radios, etc.

        o       Create an on-site music presentation for the end of the
                event/trophy presentation (depending on event and
                circumstances). A dedicated editor shall be added to the crew
                for such purpose.

NEWS SERVICE

        o       Provide a news cutting service WHERE APPLICABLE.

        o       Work with local PR companies to make news rushes available to
                local, national and international broadcasters.

                                                                            1(2)

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TV PRODUCTION

        o       Produce 25 minute shows of each event to form the Swedish Match
                TV series. The shows shall include the following:

                o       Current Tour Leader to introduce the current
                        leaderboard, venue, weather conditions and boats to be
                        used at all events.
                o       Skipper profile
                o       Introduction on the Venue
                o       Preview of competitors at event
                o       Highlight of round robin/opening rounds
                o       Sponsor integration, branding
                o       Highlight event features

        o       Distribute end of event news tape to Sportshows contacts (TV
                networks, producers).

OTHER DISTRIBUTION

        o       Distribution, management and placement of 9 shows and news
                internationally.

        o       Production of special feature segments for distribution.

        o       Reporting and scheduling of broadcast data of Tour programs.

        o       Production and distribution of a program copy for each event
                organizers.

        o       Liaison of barter and placement deals with TV networks.

        o       Production of a year end highlight DVD with sales distribution,
                ON A 50/50 SPLIT WITH SMGP AFTER COSTS INCURRED.

        o       Production of a promotional video to be used by event
                organizers, Tour sales team, sponsor and syndicates.

        o       Broadcast SMT shows on "World Yachting".

        o       Contact magazine programs to generate interest and "pitch
                stories".




                                                                            2(2)

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