EXHIBIT 10.40


                                LOCK UP AGREEMENT

This  cooperative  lock up agreement  (the "Lock Up Agreement") is made this 2nd
day of June 2000 by and among SportsPrize Entertainment Inc. (the "Company") and
the shareholders of the Company listed on Exhibits A and B (the  "Participants")
with  respect  to shares of common  stock of the  Company  (the  "Shares").  The
Participants own the number of shares set forth beside their names on Exhibits A
and B, and desire to enter into this  agreement  among  themselves  to implement
certain selling  restrictions or lock up arrangements related to their Shares on
the terms and conditions herein contained.

The  Participants  agree to lock up their  Shares on the  basis of an  equitable
formula whereby all Participants to the Agreement may sell a fixed percentage of
their total holdings each month during the term of this Agreement.

In  consideration  of the sum of TEN  DOLLARS  ($10.00)  now paid by the parties
hereto,  each to the other (the receipt whereof is hereby  acknowledged)  and in
further  consideration  of  the  mutual  covenants  and  conditions  hereinafter
contained, the parties hereto agree as follows:

1.   The  Participants  shall not sell, deal in, assign,  transfer in any manner
     whatsoever  or agree to sell,  deal in,  assign or  transfer  in any manner
     whatsoever  any  of the  said  Shares  or  beneficial  ownership  of or any
     interest in them, except as follows:

          Each month during the term of this  Agreement,  each  Participant  may
          sell or  transfer  the lesser of (a) five  percent  (5%) of the Shares
          held by such  Participant  or (b) the  number of shares  equal to such
          Participant's  pro rata share of 30% of aggregate  number of shares of
          the Company  traded  during the previous  month,  while the  Company's
          shares  continue  to be listed on the NASD Over the  Counter  Bulletin
          Board,  the daily  volume  will be divided  by two to  reflect  actual
          volume (the "Participant's  Monthly  Eligibility").  The Participant's
          "pro rata share"  shall be  determined  by (i)  dividing the number of
          Shares held by the Participant by (ii) the total number of Shares held
          by all  Participants.  There will be no aggregation of Shares eligible
          for sell or transfer,  and the Participant's Monthly Eligibility shall
          be the maximum number of shares  eligible for sell or transfer for any
          month during the term of this Agreement.

          Each  Participant,  however,  is  entitled  to sell a minimum of 7,500
          shares per  month,  as a "floor,"  regardless  of the terms  specified
          above.

2.   The Company, in its sole discretion, may consent in writing to pre-arranged
     block   transactions,   including  a  cross-trade  on  the  market  at  the
     then-current market (at the time of the execution),  which trades shall not
     be subject to the limitations set forth in this Agreement.

3.   Each of the Participants agree to provide the Company with an accounting of
     his or her  respective  interests  in  Shares  of the  Company,  which  may
     included one of the following (i) notarized  copies of stock  certificates,
     (ii) statements of account from a registered broker-dealer,  bank, or other
     fiduciary relationship that is commonly recognized as a depository for



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     stock  certificates  or (iii)  other  such  documents  as the  Company  may
     reasonably request. Each Participant agrees to respond to a Company request
     within five days of receipt of such notice or such other reasonable time as
     may be agreed to by the Company and the Participant.

4.   If any Participant sells or transfers Shares in excess of ten percent (10%)
     of the Participant's  Monthly Eligibility during any month in breach of the
     this Agreement,  such Participant  agrees to pay to the Company  liquidated
     damages,  and not as a penalty, in the amount of $5,000 for each violation,
     and shall  contribute  to the Company the entire  proceeds from the sale of
     such Shares in excess of the Participant's Monthly Eligibility.

5.   This Agreement shall terminate  twelve (12) months after the date set forth
     above.

6.   This Agreement shall be governed under the laws of the State of California.

7.   Shareholders  may request  from the  Company an  analysis of their  monthly
     allotment of shares to be sold.

Delivery of an executed  counterpart  of a signature  page of this Agreement via
telephone  facsimile  transmission  will be  effective as delivery of a manually
executed  counterpart  of this Agreement and shall be effective upon delivery to
the Company's principal office and receipt of all required signatories.


SportsPrize Entertainment Inc.


/s/ Robert L. Hunziker
-------------------------------
Robert L. Hunziker
Senior Vice President

SportsPrize Entertainment Inc.
13101 Washington Blvd., Suite 131-141
Los Angeles, California 90066








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