EXHIBIT 10.41


                         EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE  EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered
into  as  of  April  10,  2000,  between  SportsPrize  Entertainment  Inc.  (the
"Company"), a Nevada corporation,  and David Kenin (the "Executive"), a resident
of Manhattan Beach, California.

     WHEREAS, the Company wishes to employ the Executive to perform services for
the Company on the terms and  conditions  set forth in this  Agreement,  and the
Executive  wishes to be retained  and  employed by the Company on such terms and
conditions.

     NOW, THEREFORE, in consideration of the promises, the mutual agreements set
forth below and other good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:

     1. Employment.  The Company hereby employs the Executive, and the Executive
accepts such employment and agrees to perform services for the Company,  for the
period and upon the other terms and conditions set forth in this Agreement.

     2. Term.  Unless terminated at an earlier date in accordance with Section 8
of this Agreement,  the term of Executive's  employment hereunder shall be for a
period of two (2) years,  commencing  on April 17,  2000.  Within 90 to 180 days
prior to the  expiration  of the Initial  Term,  the parties will engage in good
faith  discussions  regarding whether the Agreement will be extended and, if so,
on what terms.

     3. Position and Duties.

          (a) Service with Company.  During the term of Executive's  employment,
the  Executive  agrees to serve,  for any  period  for which he is  elected,  as
Chairman  of the  Board  of  Directors  of  the  Company.  During  the  term  of
Executive's  employment,  Executive  also  agrees  to hold the  office  of Chief
Executive Officer and perform  reasonable  employment duties that are ordinarily
and  customarily  vested  in  the  office  of a  Chief  Executive  Officer  of a
corporation. During the Initial Term, Executive agrees to spend not less than an
annual average of 75% of his productive  working time performing  services under
this Agreement.

          (b) Performance of Duties.  The Executive  agrees to serve the Company
faithfully and to the best of his ability.

     4. Compensation.

          (a) Base Salary.  As compensation  for the services to be performed by
the Executive under this Agreement, the Company shall pay to Executive an annual
base salary of $250,000 per year, less deductions and withholdings, which salary
shall  be paid on a  semi-monthly  basis  in  arrears  in  accordance  with  the
Company's  normal  payroll  procedures.  If  this  Agreement  is  extended,  the
compensation  payable to the Executive during each year after the second year of
Executive's employment shall be established by the Company's Board of



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<PAGE>

Directors following Executive's annual performance review, but in no event shall
the  salary  for any  subsequent  year be less than the salary in effect for the
prior year.

          (b) Participation in Benefit Plans. While the Executive is employed by
the Company,  he shall be eligible to participate in all employee  benefit plans
or  programs  (including  vacation  time) of the  Company to the extent that the
Executive meets the  requirements for each individual plan. The Company provides
no  assurance  as to the  adoption or  continuance  of any  particular  employee
benefit plan or program,  and the  Executive  participation  in any such plan or
program shall be subject to the  provisions,  rules and  regulations  applicable
thereto.

          (c) Expenses.  The Company will pay or reimburse the Executive for all
reasonable  and  necessary   out-of-pocket  expenses  incurred  by  him  in  the
performance of his duties under this Agreement,  subject to the Company's normal
policies for expense reporting and verification.

          (d) Issuance of Stock Option.  Concurrently with the execution of this
Agreement,  the Company is granting to the Executive a  non-statutory  option to
purchase up to 1,000,000 shares of the Company's common stock at an option price
of $0.01 per share.  Such option  shall be subject to the vesting  schedule  and
terms and conditions set forth in the Stock Option Agreement attached as Exhibit
A hereto.

     5. Confidential Information.

          (a)  Except  as  permitted  or  directed  by the  Company's  Board  of
Directors,  during the term of his  employment  or at any time  thereafter,  the
Executive shall not divulge,  furnish or make accessible to anyone or use in any
way (other  than in the  ordinary  course of the  business of the  Company)  any
confidential  or  secret  knowledge  or  information  of the  Company  that  the
Executive  has  acquired  or become  acquainted  with or will  acquire or become
acquainted  with prior to the termination of the period of his employment by the
Company.  The foregoing  obligations of  confidentiality  shall not apply to any
knowledge or  information  that is now published or which  subsequently  becomes
generally  publicly known in the form in which it was obtained from the Company,
other than as a direct or indirect result of the breach of this Agreement by the
Executive.

          (b)  Know-How  and  Trade  Secrets.  All  know-how  and  trade  secret
information  conceived or  originated  by the  Executive  that arises out of the
performance of his obligations or  responsibilities  under this Agreement or any
related  material or information  shall be the property of the Company,  and all
rights therein are assigned to the Company under this  Agreement.  In accordance
with  California  law,  this Section does not apply to  inventions  for which no
equipment,  supplies,  facility, or trade secret information of Company was used
and which was  developed  entirely  on  Executive's  own time,  unless:  (a) the
invention  relates (i)  directly to the business of Company or (ii) to Company's
actual or demonstrably anticipated research or development, or (b) the invention
results from any work performed by Executive for Company.

     6.  Non-Solicitation  Covenant.  During the term of his employment with the
Company and for a period of one year after the  termination  of such  employment
(whether such  termination is with or without cause, or whether such termination
is occasioned by the Executive



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<PAGE>

or the  Company),  Executive  shall  not,  directly  or  indirectly,  solicit or
encourage any employee of the Company to terminate  his/her  employment  for the
purpose of competing with the Company.

     7. Noncompetition Covenant.

          (a) Agreement Not to Compete.  During the term of his employment  with
the Company and for a period of four (4) months  after the  termination  of such
employment (unless such termination is by the Company without cause),  Executive
shall not, directly or indirectly, engage in competition with the Company in any
manner or capacity (e.g., as an advisor,  principal,  agent,  partner,  officer,
director, stockholder,  employee, member of any association or otherwise) in any
phase of the  sports-related  Internet  business which the Company is conducting
during  the  term  of  this  Agreement,   including  the  design,   development,
manufacture, distribution, marketing, leasing or selling of accessories, devices
or systems related to the products or services being sold by the Company.

          (b)  Indirect  Competition.   The  Executive  will  not,  directly  or
indirectly,  assist or encourage any other person in carrying  out,  directly or
indirectly,  any activity that would be  prohibited  by the above  provisions of
this  Section 7 if such  activity  were  carried  out by the  Executive,  either
directly or  indirectly.  In particular  the Executive  agrees that he will not,
directly  or  indirectly,  induce  any  employee  of the  Company  to carry out,
directly or indirectly, any such activity.

          (c) The Parties  recognize that Executive is on the Board of Directors
of the World Wrestling  Federation and is consulting with The Nashville Network,
and that  none of  Executive's  activities  regarding  these  organizations  are
governed or prohibited by Sections 7(a) and 7(b).

     8. Termination of Employment.

          (a)  Grounds  for  Termination.   The  Executive's   employment  shall
terminate  prior to the expiration of the initial term set forth in Section 2 or
any extension thereof in the event that at any time:

               (i) The Executive dies,

               (ii) The Executive becomes  "disabled," so that he cannot perform
the   essential   functions   of  his  position   with  or  without   reasonable
accommodation,

               (iii) The Board of Directors  of the Company  elects to terminate
this Agreement for "cause," as defined under  California  case law, and notifies
the Executive in writing of such election,

               (iv) The Board of  Directors  of the Company  elects to terminate
this  Agreement  without  "cause" and notifies the  Executive in writing of such
election,

               (v) The Executive elects to terminate this Agreement and notifies
the Company in writing of such  election,  at least 60 days prior to Executive's
desired termination date.



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<PAGE>


               (vi) If the  Executive is no longer the most senior  executive in
the Company,  Executive may  voluntarily  resign within 30 days of the change in
status and receive  continued  salary (as described in Section  4(a)),  provided
Executive  gives the  Company at least 30 days  notice of the  election  and the
change  in  status  remains  unremedied  at the end of the  notice  period,  and
provided  further that Executive  signs a separation  agreement and release in a
form acceptable to the Company  substantially  similar to the Form of Separation
Agreement attached as Exhibit B hereto.

     If this Agreement is terminated pursuant to clause (i), (ii), (iii) or (iv)
of this Section 8(a), such termination shall be effective  immediately.  If this
Agreement  is  terminated  pursuant  to clause (v) of this  Section  8(a),  such
termination  shall  be  effective  60  days  after  delivery  of the  notice  of
termination.

          (b) Effect of  Termination.  Notwithstanding  any  termination of this
Agreement,  the Executive,  in consideration of his employment  hereunder to the
date of such termination, shall remain bound by the provisions of this Agreement
which  specifically  relate  to  periods,  activities  or  obligations  upon  or
subsequent to the termination of the Executive's employment.

          (c)  "Disabled"  Defined.  "Disabled"  means any  mental  or  physical
condition that renders the Executive  unable to perform the essential  functions
of his  position,  with or  without  reasonable  accommodation,  for a period in
excess of three (3) months.

          (d)  Surrender  of  Records  and  Property.  Upon  termination  of his
employment with the Company, the Executive shall deliver promptly to the Company
all records, manuals, books, blank forms, documents,  letters, memoranda, notes,
notebooks,  reports, data, tables, calculations or copies thereof that relate in
any way to the business,  products,  practices or techniques of the Company, and
all other property,  trade secrets and confidential  information of the Company,
including,  but not limited to, all  documents  that in whole or in part contain
any trade secrets or  confidential  information of the Company,  which in any of
these cases are in his possession or under his control.

          (e) Salary Continuation.  If the Executive's employment by the Company
is terminated by the Company  pursuant to Section 8(a) (i), (ii),  (iii) or (v),
the Executive's right to base salary and benefits shall  immediately  terminate,
except as may  otherwise  be required by  applicable  law. In the event that the
Executive's  employment is terminated  in  accordance  with Section  8(a)(iv) or
(vi), and provided that Executive signs a separation  agreement and release in a
form acceptable to the Company  (substantially similar to the Form of Separation
Agreement  attached  as Exhibit B hereto),  all of  Executive's  unvested  stock
options shall immediately vest and the Company shall continue to make the normal
base salary  payments to Executive  until April 16, 2002.  Executive  also shall
remain  enrolled in Company  medical  plans at Company  expense  until April 16,
2002.

     9. Settlement of Disputes.

          (a)  Arbitration.  Any claims or  disputes  of any nature  between the
Company and the Executive  arising from or related to the  performance,  breach,
termination, expiration,



                                      -4-
<PAGE>

application  or  meaning  of  this  Agreement  or  any  matter  relating  to the
Executive's  employment and the  termination  of that  employment by the Company
shall be resolved  exclusively by arbitration in California,  in accordance with
the applicable rules of the American  Arbitration  Association.  In the event of
submission of any dispute to  arbitration,  each party shall,  not later than 30
days prior to the date set for  hearing,  provide to the other  party and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing.  If
the  Company  is  unsuccessful  on  the  merits  of an  arbitration  under  this
paragraph,  it shall pay the fees of the  arbitrator(s) and other costs incurred
by the Executive and the Company,  including attorney's fees, in connection with
such arbitration. Otherwise, the Company and the Executive each shall bear their
own fees and costs and split the fees of the arbitrator(s).

     The  decision of the  arbitrator(s)  shall be final and  binding  upon both
parties.  Judgment of the award rendered by the  arbitrator(s) may be entered in
any court of competent jurisdiction.

          (b) Venue.  Any action at law,  suit in equity or judicial  proceeding
arising directly,  indirectly,  or otherwise in connection with, out of, related
to or from this Agreement,  or any provision hereof,  shall be litigated only in
the courts of the State of California.  The Executive and the Company consent to
the  jurisdiction of such courts over the subject matter set forth in Section 8.
The Executive  waives any right the Executive may have to transfer or change the
venue of any litigation brought against the Executive by the Company.

     10. Tax and Legal  Advice.  Executive  represents  and warrants that he has
been advised to or has consulted with  independent  financial,  tax and/or legal
counsel regarding the tax and other implications of receipt of consideration set
forth  in  this  Agreement  or  his  employment  with  the  Company.   Executive
acknowledges  and agrees  that he is  responsible  for all tax  consequences  of
consideration received under this Agreement and his employment with the Company,
except for  withholdings  from salary  required by law, and will  indemnify  and
defend the  Company for any losses  resulting  from  Executive's  breach of this
provision.

     11. Miscellaneous.

          (a)  Entire  Agreement.   This  Agreement   (including  the  exhibits,
schedules  and  other  documents   referred  to  herein)   contains  the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersedes any prior  understandings,  agreements or representations,
written or oral, relating to the subject matter hereof.

          (b)   Counterparts.   This  Agreement  may  be  executed  in  separate
counterparts,  each of which will be an original and all of which taken together
shall  constitute one and the same  agreement,  and any party hereto may execute
this Agreement by signing any such counterpart.

          (c) Severability.  Whenever possible, each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable  law but if any  provision  of this  Agreement is held to be invalid,
illegal  or  unenforceable  under  any  applicable  law or rule,  the  validity,
legality and enforceability of the other provision of this Agreement will not be
affected  or impaired  thereby.  In  furtherance  and not in  limitation  of the
foregoing, should



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<PAGE>

the duration or geographical  extent of, or business  activities covered by, any
provision of this Agreement be in excess of that which is valid and  enforceable
under  applicable law, then such provision shall be construed to cover only that
duration, extent or activities which may validly and enforceably be covered. The
Executive  acknowledges the uncertainty of the law in this respect and expressly
stipulates  that this  Agreement  be given the  construction  which  renders its
provision valid and enforceable to the maximum extent (not exceeding its express
terms) possible under applicable law.

          (d) Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives  and, to the extent permitted by subsection (e),  successors and
assigns.

          (e)  Assignability.  Neither  this  Agreement  nor any right,  remedy,
obligation  or  liability  arising  hereunder  or  by  reason  hereof  shall  be
assignable  (including  by operation  of law) by either party  without the prior
written  consent of the other party to this  Agreement,  except that the Company
may,  without the consent of the  Executive,  assign its rights and  obligations
under this Agreement to any  corporation,  firm or other business entity with or
into which the  Company  may merge or  consolidate,  or to which the Company may
sell or transfer all or substantially all of its assets, or of which 50% or more
of the  equity  investment  and of the  voting  control  is owned,  directly  or
indirectly,  by, or is under common ownership with, the Company.  After any such
assignment  by the Company,  the Company  shall be  discharged  from all further
liability  hereunder  and such  assignee  shall  thereafter  be deemed to be the
Company for the purposes of all provisions of this Agreement.

          (f) Modification,  Amendment,  Waiver or Termination.  No provision of
this  Agreement  may be modified,  amended,  waived or  terminated  except by an
instrument  in writing  signed by the  parties to this  Agreement.  No course of
dealing between the parties will modify, amend, waive or terminate any provision
of this  Agreement or any rights or  obligations of any party under or by reason
of this  Agreement.  No delay on the part of the Company in exercising any right
hereunder  shall  operate  as a waiver of such  right.  No  waiver,  express  or
implied,  by the  Company  of any  right or any  breach by the  Executive  shall
constitute a waiver of any other right or breach by the Executive.

          (g) Notices. All notices, consents, requests, instructions,  approvals
or other communications provided for herein shall be in writing and delivered by
personal  delivery,  overnight  courier,  mail,  electronic  facsimile or e-mail
addressed  to the  receiving  party at the  address set forth  herein.  All such
communications shall be effective when received.

           David Kenin
           607 Bayview Drive
           Manhattan Beach, California  90266

           With a copy to:
           Alan R. Morris Co.
           545 Madison Avenue
           New York, New York  10022



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<PAGE>

           Attention:  President
           SportsPrize Entertainment Inc.
           13101 Washington Boulevard, Suite 131
           Los Angeles, California  90066

Any party may change the  address  set forth above by notice to each other party
given as provided herein.

          (h) Headings. The headings and any table of contents contained in this
Agreement  are for  reference  purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.

          (i)  Governing  Law.  ALL  MATTERS  RELATING  TO  THE  INTERPRETATION,
CONSTRUCTION,  VALIDITY AND  ENFORCEMENT OF THIS AGREEMENT  SHALL BE GOVERNED BY
THE  INTERNAL  LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT  GIVING  EFFECT TO ANY
CHOICE OF LAW PROVISIONS THEREOF.

          (j)  Third-Party  Benefit.  Nothing  in  this  Agreement,  express  or
implied,  is  intended to confer  upon any other  person any  rights,  remedies,
obligations or liabilities of any nature whatsoever.

          (k)  Withholding  Taxes.  The Company may  withhold  from any benefits
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date set forth in the first paragraph.

SportsPrize Entertainment Inc.


By: /s/ Bruce R. Cameron
    -------------------------------
    Bruce R. Cameron

Its: President and Chief Financial Officer


/s/ David Kenin
-------------------------------
David Kenin





                                      -7-

<PAGE>

                                    EXHIBIT A

                             STOCK OPTION AGREEMENT

                         SportsPrize Entertainment Inc.
                       (formerly Kodiak Graphics Company)

     This STOCK  OPTION  AGREEMENT  is entered into as of the 10th day of April,
2000 ("Date of Grant") by and between  SportsPrize  Entertainment Inc., a Nevada
corporation (the "Company"), and David Kenin (the "Optionee").

     WHEREAS,  the Board of Directors of the Company (the  "Board") has approved
and adopted the 1999 Stock Option Plan (the "Plan"), pursuant to which the Board
is authorized to grant to employees and other selected  persons stock options to
purchase common stock, without par value, of the Company (the "Common Stock");

     WHEREAS,  the Plan  provides for the granting of stock  options that either
(i) are intended to qualify as "Incentive  Stock Options"  within the meaning of
Section 422 of the Internal  Revenue Code of 1986, as amended (the  "Code"),  or
(ii)  do  not  qualify  under  Section  422 of the  Code  ("Non-Qualified  Stock
Options");

     WHEREAS,  the  Optionee  has agreed to provide  the  Company  with  certain
services  pursuant  to  an  employment  agreement  dated  April  10,  2000  (the
"Employment  Agreement"),  in  consideration  of the options  granted under this
agreement;

     WHEREAS,  certain shareholders of the Company have agreed to pool shares of
their Common Stock and agreed to make such shares available to certain officers,
employees  and other  service  providers  for the  benefit  of the  Company,  as
authorized by the Board;

     WHEREAS,  the pooling shareholders have contributed One Million (1,000,000)
shares of Common Stock to the Company for the purposes of granting the option to
the Optionee;

     WHEREAS,  the Board has  determined  that it is in the best interest of the
Company  to  grant to  Optionee  options  to  purchase  a total  of One  Million
(1,000,000)  shares of Common  Stock  (the  "Options"),  which  Options  are not
intended to be incentive  stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code");

     NOW,  THEREFORE,  the Company agrees to offer to the Optionee the option to
purchase,  upon the terms and  conditions  set forth herein and in the Plan, One
Million  (1,000,000)  shares of Common  Stock.  Capitalized  terms not otherwise
defined herein shall have the meanings ascribed thereto in the Plan.

     1.  Exercise  Price.  The exercise  price of the Options shall be $0.01 per
share.



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<PAGE>

     2.  Limitation on the Number of Shares.  If the Options  granted hereby are
Incentive  Stock  Options,  the  number of shares  which  may be  acquired  upon
exercise  thereof is subject to the limitations set forth in Section 5(a) of the
Plan.

     3. Vesting  Schedule.  The Options are  exercisable in accordance  with the
following vesting schedule:

          (a) Options to acquire Forty Thousand  (40,000) shares of Common Stock
     will vest and may be  exercised  immediately  upon  joining  the Company as
     Chairman of the Board and Chief Executive Officer.

          (b) Options to acquire Forty Thousand  (40,000) shares of Common Stock
     will vest and may be exercised on the last day of each month  commencing on
     April 30, 2000, and continuing  until March 31, 2002,  when all One Million
     (1,000,000) Options will be fully vested and exercisable.

     Once the Options are vested,  the Optionee shall have the right to exercise
any or all of the vested Options at his discretion.

     All of the unvested  Options  shall vest  immediately  on  completion of an
event constituting a Change in the Control of the Corporation.

     Definition  of Change in  Control.  As used in this  Agreement,  "Change in
Control" means the occurrence of any of the following  events during the term of
this Agreement:

          (a) The sale to any purchaser of (i) all or  substantially  all of the
     assets of the Company or (ii) capital stock  representing  more than 50% of
     the stock of the Company  entitled  to vote  generally  in the  election of
     directors of the Company; or

          (b)  The  merger  or   consolidation   of  the  Company  with  another
     corporation if, immediately after such merger or consolidation, less than a
     majority of the combined  voting power of the  then-outstanding  securities
     entitled to vote generally in the election of directors of the surviving or
     resulting  corporation in such merger or consolidation is held, directly or
     indirectly,  in the  aggregate  by the  holders  immediately  prior to such
     transaction of the outstanding securities of the Company; or

          (c) There is a report filed on Schedule 13D or Schedule  14D-1 (or any
     successor  schedule,  form, or report or item  therein),  each  promulgated
     pursuant to the Securities  Exchange Act of 1934, as amended (the "Exchange
     Act"),  disclosing that any person (as the term "person" is used in Section
     13(d)(3)  or  Section  14(d)  (2) of  the  Exchange  Act)  has  become  the
     beneficial  owner (as the term  "beneficial  owner" is  defined  under Rule
     13d-3 or any successor  rule or regulation  promulgated  under the Exchange
     Act) of securities representing 50% or more of the combined voting power of
     the voting stock of Company; or



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<PAGE>


          (d) The Company files a report or proxy  statement with the Securities
     and Exchange Commission pursuant to the Exchange Act disclosing in response
     to Form 8-K or Schedule 14A (or any successor schedule,  form, or report or
     item  therein) that a Change in Control of the Company has occurred or will
     occur in the future pursuant to any then existing contract or transaction.

     4. Options not Transferable. The Options may not be transferred,  assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable laws of descent and distribution or (except in
the  case  of an  Incentive  Stock  Option)  pursuant  to a  qualified  domestic
relations  order,  and shall not be subject to execution,  attachment or similar
process; provided,  however, that if the Options represent a Non-Qualified Stock
Option,  such  Options are  transferable  without  payment of  consideration  to
immediate   family  members  of  the  Optionee  or  to  trusts  or  partnerships
established  exclusively  for the  benefit of the  Optionee  and the  Optionee's
immediate family members. Upon any attempt to transfer,  pledge,  hypothecate or
otherwise  dispose of any Option or of any right or  privilege  conferred by the
Plan contrary to the provisions thereof, or upon the sale, levy or attachment or
similar  process  upon the rights and  privileges  conferred  by the Plan,  such
Option shall thereupon terminate and become null and void.

     5. Investment Intent. By accepting the option, the Optionee  represents and
agrees that none of the shares of Common Stock  purchased  upon  exercise of the
Options will be  distributed  in violation of applicable  federal and state laws
and  regulations.  In  addition,  the Company  may  require,  as a condition  of
exercising the Options, that the Optionee execute an undertaking, in such a form
as the  Company  shall  reasonably  specify,  that  the  Common  Stock  is being
purchased only for investment and without any then-present  intention to sell or
distribute such shares.

     6.  Termination of Employment and Options.  Vested Options shall terminate,
to the extent not previously exercised,  upon the occurrence of the first of the
following events:

     (i) Expiration: Five (5) years from the Date of Grant.

     (ii)  Termination  for  Cause:  The date of an  Optionee's  termination  of
     employment  or  contractual  relationship  with the  Company or any Related
     Corporation for cause as defined in the Employment Agreement.

     (iii)  Termination  Due to Death or  Disability:  The expiration of one (1)
     year  from  the  date of the  death  of the  Optionee  or  cessation  of an
     Optionee's  employment or contractual  relationship by reason of Disability
     (as defined in Section 5(g) of the Plan).  If an  Optionee's  employment or
     contractual  relationship  is terminated  by death,  any Option held by the
     Optionee  shall be  exercisable  only by the person or persons to whom such
     Optionee's rights under such Option shall pass by the Optionee's will or by
     the laws of descent and distribution.



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<PAGE>

     (iv) Termination Due to Cessation of Service as a Director:  The expiration
     of  ninety  (90)  days  from the date the  Optionee,  ceases  to serve as a
     director and/or employee of the Company.

     (v)  Termination  for Any Other Reason:  The expiration of three (3) months
     from the date of an Optionee's  termination  of  employment or  contractual
     relationship  with the  Company or any Related  Corporation  for any reason
     whatsoever  other than cause,  death or  Disability  (as defined in Section
     5(g) of the Plan).

Each unvested Option granted  pursuant hereto shall terminate  immediately  upon
termination of the Optionee's  employment or contractual  relationship  with the
Company for any reason whatsoever,  including death or Disability unless vesting
is accelerated in accordance with Section 5(f) of the Plan.

     7. Stock. In the case of any stock split,  stock dividend or like change in
the nature of shares of Stock  covered by this  Agreement,  the number of shares
and  exercise  price shall be  proportionately  adjusted as set forth in Section
5(m) of the Plan.

     8. Exercise of Options.  Options shall be exercisable,  in full or in part,
at any time  after  vesting,  until  termination;  provided,  however,  that any
Optionee who is subject to the reporting and liability  provisions of Section 16
of the Securities Exchange Act of 1934 with respect to the Common Stock shall be
precluded  from  selling  or  transferring  any Common  Stock or other  security
underlying an Option during the six (6) months  immediately  following the grant
of that Option. If less than all of the shares included in the vested portion of
any Option are purchased,  the remainder may be purchased at any subsequent time
prior to the  expiration  of the Option term.  No portion of any Option for less
than fifty (50) shares (as adjusted pursuant to Section 5(m) of the Plan) may be
exercised; provided, that if the vested portion of any Option is less than fifty
(50)  shares,  it may be  exercised  with  respect to all shares for which it is
vested. Only whole shares may be issued pursuant to an Option, and to the extent
that an Option covers less than one (1) share, it is unexercisable.

     Each  exercise of the Options  shall be by means of delivery of a notice of
election to exercise  (which may be in the form attached hereto as Exhibit A) to
the Secretary of the Company at its principal  executive office,  specifying the
number of shares of Common Stock to be purchased and  accompanied  by payment in
cash by certified  check or cashier's  check in the amount of the full  exercise
price for the Common  Stock to be  purchased.  In addition to payment in cash by
certified  check or cashier's  check, an Optionee or transferee of an Option may
pay for all or any portion of the aggregate exercise price by complying with one
or more of the following alternatives:

     (i) by delivering to the Company shares of Common Stock  previously held by
     such person or by the Company  withholding shares of Common Stock otherwise
     deliverable  pursuant to exercise  of the  Option,  which  shares of Common
     Stock  received or withheld  shall have a fair market  value at the date of
     exercise (as



                                      -4-
<PAGE>

     determined by the Plan Administrator) equal to the aggregate purchase price
     to be paid by the Optionee upon such exercise;

     (ii) by  delivering  a properly  executed  exercise  notice  together  with
     irrevocable  instructions  to  a  broker  promptly  to  sell  or  margin  a
     sufficient  portion of the shares and  deliver  directly to the Company the
     amount of sale or margin loan proceeds to pay the exercise price; or

     (iii) by complying  with any other payment  mechanism  approved by the Plan
     Administrator at the time of exercise.

It is a condition  precedent  to the issuance of shares of Common Stock that the
Optionee  execute and deliver to the Company a Stock  Transfer  Agreement,  in a
form  acceptable to the Company,  to the extent  required  pursuant to the terms
thereof.

     9. Holding Period for Incentive  Stock Options.  Period for Incentive Stock
Options.  In order to obtain the tax  treatment  provided  for  Incentive  Stock
Options by Section 422 of the Code,  the shares of Common  Stock  received  upon
exercising any Incentive Stock Options received  pursuant to this Agreement must
be sold,  if at all,  after a date which is later of two (2) years from the date
of this  agreement is entered into and one (1) year from the date upon which the
Options are exercised.  The Optionee agrees to report sales of such shares prior
to the above  determined  date to the Company  within one (1) business day after
such sale is concluded.  The Optionee also agrees to pay to the Company,  within
five (5) business  days after such sale is concluded,  the amount  necessary for
the Company to satisfy its withholding  requirement  required by the Code in the
manner  specified in Section  5(l)(2) of the Plan.  Nothing in this Section 9 is
intended as a representation that Common Stock may be sold without  registration
under state and federal securities laws or an exemption therefrom,  or that such
registration or exemption will be available at any specified time.

     10. Subject to 1999 Stock Option Plan. The terms of the Options are subject
to the provisions of the Plan, as the same may from time to time be amended, and
any inconsistencies between this Agreement and the Plan, as the same may be from
time to time amended, shall be governed by the provisions of the Plan, a copy of
which has been delivered to the Optionee,  and which is available for inspection
at the principal offices of the Company.

     11.  Professional  Advice.  The  acceptance  of the Options and the sale of
Common  Stock issued  pursuant to the exercise of Options may have  consequences
under federal and state tax and  securities  laws which may vary  depending upon
the  individual  circumstances  of  the  Optionee.   Accordingly,  the  Optionee
acknowledges  that he or she has been  advised  to consult  his or her  personal
legal and tax advisor in connection  with this Agreement and his or her dealings
with respect to Options for the Common Stock.  Without limiting other matters to
be  considered,  the  Optionee  should  consider  whether  upon the  exercise of
Options,  the Optionee will file an election with the Internal  Revenue  Service
pursuant to Section 83(b) of the Code.



                                      -5-
<PAGE>

     12. Tax  Liability.  Optionee  fully  understands  that any federal,  state
and/or local income or other tax liability  associated  with these Options shall
be the sole responsibility of Optionee.

     13.  No  Employment  Relationship.  Whether  or not any  Options  are to be
granted under this Plan shall be  exclusively  within the discretion of the Plan
Administrator,  and nothing  contained in this Plan shall be construed as giving
any person  any right to  participate  under  this Plan.  The grant of an Option
shall in no way constitute any form of agreement or understanding binding on the
Company or any  Related  Company,  express or  implied,  that the Company or any
Related Company will employ or contract with an Optionee for any length of time,
nor shall it interfere in any way with the  Company's  or, where  applicable,  a
Related  Company's right to terminate  Optionee's  employment at any time, which
right is hereby reserved.

     14.  Entire  Agreement.   This  Agreement  and  the  Employment   Agreement
(collectively,  the "Agreements"),  are the only agreements between the Optionee
and the Company with respect to the Options,  and these  Agreements and the Plan
supersede  all  prior  and  contemporaneous  oral  and  written  statements  and
representations  and contain  the entire  agreement  between  the  parties  with
respect to the Options.

     15. Notices. Any notice required or permitted to be made or given hereunder
shall be mailed or delivered  personally to the addresses set forth below, or as
changed from time to time by written notice to the other:

                  The Company:          Attention: President
                                        SportsPrize Entertainment Inc.
                                        13101 Washington Blvd., Suite 131
                                        Los Angeles, California 90066

                  The Optionee:         David Kenin
                                        607 Bayview Drive
                                        Manhattan Beach, California  90266


SportsPrize Entertainment Inc.


By: /s/ Bruce R. Cameron                /s/ David Kenin
    ---------------------------         ---------------------------------
    Bruce R. Cameron                    David Kenin

Its:  President and Chief
        Financial Officer



                                      -6-
<PAGE>

     THERE  MAY NOT BE  PRESENTLY  AVAILABLE  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES OF STOCK UPON  EXERCISE  OF THESE  OPTIONS.  ACCORDINGLY,  THESE  OPTIONS
CANNOT BE EXERCISED  UNLESS  THESE  OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON  EXERCISE  OF THESE  OPTIONS  ARE  REGISTERED  OR AN  EXEMPTION  FROM  SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.

     THE SHARES OF STOCK  ISSUED  PURSUANT TO THE  EXERCISE  OF OPTIONS  WILL BE
"RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THE
COMPANY IS NOT  OBLIGATED TO REGISTER  THE SHARES OF STOCK OR TO MAKE  AVAILABLE
ANY EXEMPTION FROM REGISTRATION.












                                      -7-
<PAGE>


                                    EXHIBIT A

                         Notice of Election to Exercise

     This Notice of Election to Exercise shall constitute proper notice pursuant
to Section 5(h) of the  SportsPrize  Entertainment  Inc.  1999 Stock Option Plan
(the  "Plan")  and  Section  8 of  that  certain  Stock  Option  Agreement  (the
"Agreement") dated as of the _____ day of ____________, 1999 between SportsPrize
Entertainment Inc. (the "Company") and the undersigned.

     The  undersigned  hereby elects to exercise  Optionee's  option to purchase
__________  shares of the common stock of the Company at a price of  $__________
per share, for aggregate  consideration of $______,  on the terms and conditions
set forth in the Agreement and the Plan.  Such aggregate  consideration,  in the
form specified in Section 8 of the Agreement, accompanies this notice.

     The undersigned has executed this Notice this ____ day of __________, 19__.



                                   ---------------------------------------------
                                   Signature

                                   ---------------------------------------------
                                   Name (typed or printed)








                                      -8-

<PAGE>

                                    EXHIBIT B

                    FORM OF SEPARATION AGREEMENT AND RELEASE

     This Separation  Agreement And Release (the "Agreement") is entered into as
of this __________ day of ________, _____ (hereinafter the "Execution Date"), by
and between David Kenin (hereinafter "Mr. Kenin"), and SportsPrize Entertainment
Inc., its successors and assigns (hereinafter "SportsPrize Entertainment").

     1. Mr. Kenin's employment with SportsPrize Entertainment will be terminated
effective  ___________.  The  termination  is  pursuant  to Section  _____of the
Executive  Employment  Agreement  dated April 10, 2000, by and between Mr. Kenin
and SportsPrize Entertainment.  The parties have agreed to avoid and resolve any
existing or  potential  disagreements  between  them arising out of or connected
with Mr. Kenin's employment with SportsPrize Entertainment.

     2.  SportsPrize  Entertainment  agrees to provide Mr.  Kenin the  following
severance benefits,  within five calendar days after the expiration of the seven
day revocation period described in Paragraph 9 below (hereinafter the "Effective
Date"),  provided Mr. Kenin has not revoked this  Agreement as described in that
Paragraph:

          (a)  SportsPrize  Entertainment  will  continue  to  pay  Mr.  Kenin's
          existing base salary in accordance with its regular payroll  practices
          and  maintain  his  current  health  benefits in  accordance  with its
          policies for its regular employees until April 16, 2002.

          (b)  All of  Mr.  Kenin's  unvested  SportsPrize  Entertainment  stock
          options  shall  vest as of the  date  of  termination  of Mr.  Kenin's
          employment.

     Mr. Kenin specifically  acknowledges and agrees that these salary payments,
employee benefits and additional vested stock options exceed the amount he would
otherwise be entitled to receive upon  termination of his  employment,  and that
this  compensation and the other benefits he has received or will receive are in
exchange for entering into this Agreement.

     3. Mr.  Kenin  represents  that he has not  filed,  and will not file,  any
complaints,  lawsuits,  administrative  complaints  or charges  relating  to his
employment  with, or  termination  from,  SportsPrize  Entertainment.  Mr. Kenin
agrees to release SportsPrize Entertainment,  its Board of Directors,  officers,
employees,  agents and assigns,  from any and all claims,  charges,  complaints,
causes of action or demands of  whatever  kind or nature  that Mr.  Kenin has or
hereafter  shall have relating to Mr. Kenin's  employment with or discharge from
SportsPrize  Entertainment,  including but not limited to:  wrongful or tortious
termination;   implied  or  express   employment   contracts   and/or  estoppel;
discrimination  and/or retaliation under any federal,  state or local statute or
regulation,  specifically including any claims Mr. Kenin may have under the Fair
Labor  Standards Act, Age  Discrimination  in Employment Act, the Older Worker's
Benefit  Protection Act, the Americans with  Disabilities  Act, Title VII of the
Civil Rights Act of 1964 as amended,  and the Family and Medical  Leave Act; the
Wage or Employment  Discrimination  laws of any state;  any claims brought under
any federal or state statute or regulation for non-


<PAGE>

payment  of wages or other  compensation;  and  libel,  slander,  or  breach  of
contract  other than the  breach of this  Agreement.  Notwithstanding  any other
provision of this Agreement,  Mr. Kenin does not waive his right to make a claim
for  relief   pursuant  to  Paragraph  9  of  this   Agreement  if   SportsPrize
Entertainment is in violation of this Agreement.

     4. SportsPrize  Entertainment  agrees to indemnify Mr. Kenin for actions in
the course and scope of  employment  or  directorship  regardless of whether any
claim  against  Mr.  Kenin  is  brought  subsequent  to the  termination  of the
employment  or director  relationship.  The Company  reserves the right to claim
indemnity under any or all of its insurance policies.

     5. Mr. Kenin  acknowledges  and affirms that he has  previously  executed a
trade secret and non-competition agreement, and that the terms and conditions of
said agreement are not affected by this Agreement.  Mr. Kenin represents that he
has returned all property belonging to SportsPrize Entertainment,  including but
not limited to, the  Company  laptop  computer.  Mr.  Kenin  agrees that he will
neither seek nor accept employment with SportsPrize Entertainment in the future,
and that the Company may reject without cause any such application.

     6. Mr. Kenin agrees that he will keep the fact,  terms,  and amount of this
Agreement  completely  confidential and that he will not hereafter  disclose any
information concerning this Agreement to anyone,  provided that any party hereto
may make  such  disclosures  as are  required  by law and as are  necessary  for
legitimate law enforcement or compliance purposes.

     7. Mr. Kenin  warrants that no promise or  inducement  has been offered for
this  Agreement  other  than as set  forth  herein  and that this  Agreement  is
executed  without reliance upon any other promises or  representations,  oral or
written.  Any  modification  of this  Agreement  must be made in writing  and be
signed by Mr. Kenin and SportsPrize Entertainment.

     8. The  provisions  of this  Agreement  are  severable.  If any part of the
Agreement is found to be unenforceable,  the other provisions shall remain fully
valid and  enforceable.  This Agreement is governed and construed by the laws of
the State of California.

     9. Mr. Kenin specifically  agrees and acknowledges:  (A) that his waiver of
rights under this Agreement is knowing and voluntary as required under the Older
Workers  Benefit  Protection  Act;  (B) that he  understands  the  terms of this
Agreement; (C) that he has been advised in writing by SportsPrize  Entertainment
to  consult  with an  attorney  prior  to  executing  this  Agreement;  (D) that
SportsPrize  Entertainment  has given his a period of up to twenty-one (21) days
within which to consider this Agreement;  and (E) that,  following his execution
of this  Agreement he has seven (7) days in which to revoke this  Agreement  and
that, if he chooses not to so revoke,  the Agreement shall then become effective
and  enforceable  and the payment and  extension of benefits  listed below shall
then be made to him in accordance  with the terms of this  Agreement.  To cancel
this Agreement,  Mr. Kenin understands that he must give a written revocation to
SportsPrize Entertainment headquarters either by hand delivery or certified mail
within  the 7-day  period.  If he  rescinds  the  Agreement,  it will not become
effective or enforceable  and he will not be entitled to any of the benefits set
forth above.



                                      -2-
<PAGE>

     10. Settlement of Disputes.

          (a)  Arbitration.  Any claims or  disputes  related to this  Agreement
shall be resolved  exclusively by arbitration in California,  in accordance with
the applicable rules of the American  Arbitration  Association.  In the event of
submission of any dispute to  arbitration,  each party shall,  not later than 30
days prior to the date set for  hearing,  provide to the other  party and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing.  If
the  Company  is  unsuccessful  on  the  merits  of an  arbitration  under  this
Paragraph,  it shall pay the fees of the  arbitrator(s) and other costs incurred
by the Executive and the Company,  including attorney's fees, in connection with
such arbitration.  Otherwise, the Company and the Executive shall bear their own
fees and  costs and split the fees of the  arbitrator(s).  The  decision  of the
arbitrator(s)  shall be final and  binding  upon both  parties.  Judgment of the
award  rendered by the  arbitrator(s)  may be entered in any court of  competent
jurisdiction.

          (b) Venue.  Any action at law,  suit in equity or judicial  proceeding
arising directly,  indirectly,  or otherwise in connection with, out of, related
to or from this Agreement,  or any provision hereof,  shall be litigated only in
the courts of the State of California.  The Executive and the Company consent to
the  jurisdiction  of such  courts  over the  subject  matter  set forth in this
Agreement.  The Executive waives any right the Executive may have to transfer or
change the venue of any litigation brought against the Executive by the Company.

     11. MR.  KENIN  ACKNOWLEDGES  AND  AGREES  THAT HE HAS  CAREFULLY  READ AND
VOLUNTARILY  SIGNED THIS  AGREEMENT,  THAT HE HAS HAD AN  OPPORTUNITY TO CONSULT
WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS AGREEMENT WITH THE INTENT
OF RELEASING SPORTSPRIZE  ENTERTAINMENT AND ITS OFFICERS,  DIRECTORS,  EMPLOYEES
AND AGENTS FROM ANY AND ALL CLAIMS.

ACCEPTED AND AGREED TO:



---------------------------------           ----------------------------------
SportsPrize Entertainment Inc.              David Kenin

Dated: --------------------------           Dated: ---------------------------





                                      -3-