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                                                                 Exhibit 10.1


[NOTE: CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN MARKED TO INDICATE THAT
CONFIDENTIALITY HAS BEEN REQUESTED FOR THE CONFIDENTIAL INFORMATION. THE
CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.]


                                                                  April 21, 2000


Mr. Larry Epstein
Princeton Video Image, Inc.
15 Princess Road
Lawrenceville, NJ 08648

Dear Larry:

         This letter agreement sets forth the material terms of the agreement
between Princeton Video Image, Inc. ("PVI") and NFL International ("NFL"), a
division of NFL Enterprises, L.P., in connection with PVI's electronic image
insertion of advertisements into certain NFL and NFL Europe League ("NFLEL")
games. Except as set forth under Consideration below, this agreement (the
"Agreement") supercedes the agreement between NFL and PVI dated December 23,
1998 (the "Original Agreement"), and any other previous agreements, whether
written or oral, and may only be amended in writing by both parties.

         Term: The term of the Agreement shall commence on February 1, 2000 and
continue through the conclusion of Super Bowl XXXVI (January 2002), subject to
the termination rights set forth herein.

         Consideration:



         [CONFIDENTIAL
         TREATMENT
         REQUESTED]




         NFL Game Rights: During the Term, PVI will have the exclusive right to
use electronic insertion technology for virtual images ("Technology") in the NFL
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International television broadcasts and rebroadcasts thereof of the NFL/NFLEL
games set forth below (including edited and/or repackaged versions of such
games). NFL further agrees that, during the Term, it shall not license any third
party to use electronic insertion technology in any NFL International ancillary
(non-game) television programming. All uses of the Technology shall be in
accordance with the terms and conditions set forth on Exhibit A ("Guidelines").

                  Super Bowl XXXV and XXXVI:

                           Commercial Breaks: Similar to Super Bowl XXXIII and
                  XXXIV, PVI will have the right to use the Technology within
                  the standard commercial breaks (approximately 22) of the World
                  Feed, provided such insertions do not exceed 10 seconds per
                  commercial break. The parties agree that the World Feed is not
                  broadcast in the United States, Canada and certain other
                  countries that take the US Feed.

                           In Game: In order to use the Technology during the
                  game, PVI must enter into separate agreements with the
                  international broadcasters, which agreements shall be subject
                  to the pre-approval of the NFL. NFL will assist PVI in
                  securing agreements with such broadcasters, provided NFL makes
                  no representations/ warranties to PVI that such broadcasters
                  will enter into agreements with PVI. In connection with Super
                  Bowl XXXV, the parties agree that PVI has the right to provide
                  a sponsored First Down Line in the World Feed (provided PVI
                  and CBS are providing the First Down Line in the United States
                  and further provided that the provision of a Sponsored First
                  Down Line in the World Feed will be seamless and simultaneous
                  with the broadcast). All elements of the First Down Line
                  sponsorship including, but not limited to, graphics,
                  advertisers, sponsors, number of sponsors, content, size,
                  placement and other related elements must be pre-approved by
                  the NFL. The First Down Line may not be sponsored or altered
                  in any manner for any other NFL game other than Super Bowl
                  XXXV.

                  2000 and 2001 NFL Seasons: In order to use the Technology
         during the game, PVI must enter into separate agreements with the
         international broadcasters, which agreements shall be subject to the
         pre-approval of the NFL. NFL will assist PVI in securing agreements
         with such broadcasters; provided, NFL makes no representations/
         warranties to PVI that such broadcasters will enter into agreements
         with PVI. The parties agree that the game broadcast in the US may carry
         virtual images, including a First Down Line and such other technology
         as may be developed during the Term. PVI may not make any changes to
         the feed, including, but not limited to, covering the logo of the US
         broadcaster, without the prior written approval of NFL.

                  2000 and 2001 NFL Europe League Season: In the US broadcasts
         (FOX, FOX Sports Net and DirecTV) of NFL Europe League games, the NFL
         will


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         permit PVI's First Down Line (and other similar technology) in the
         broadcast of such games and will manage all on-field advertising at the
         World Bowl to allow for a red zone and First Down commercial
         application therein. In addition, PVI may implement other uses of the
         Technology in the US broadcasts (FOX, FOX Sports Net and DirecTV) of
         NFL Europe League games and NFL produced NFL Europe League programming.
         PVI may also implement the Technology, including the First Down Line
         and a red zone in the World Bowl, in international broadcasts of the
         games and NFL produced Europe League programming, subject to PVI
         entering into separate agreement with such international broadcasters,
         which agreements shall be subject to the pre-approval of NFLEL. NFLEL
         will assist PVI in securing agreements with such broadcasters;
         provided, NFL and NFLEL makes no representations/ warranties to PVI
         that such broadcasters will enter into agreements with PVI.

         In connection with the US broadcast of NFLEL games, the NFL shall
provide PVI with the following commercial inventory from FOX's broadcasts of
NFLEL games (allocated from the NFL's commercial inventory from FOX) to be used
by PVI in its advertising packages: (i) two (2) 30-second advertisements during
each NFLEL regular season game (not to exceed six (6) 30-second spots in the
aggregate); and (ii) four (4) 30-second advertisements during the World Bowl.

         In connection with the Sponsored First Down Line in Super Bowl XXXV,
PVI and NFL will work together to offer promotional rights outside the US to one
sponsor for forty (40) days prior to such game, subject to the NFL's
pre-approval of all aspects of such promotion, including graphics, advertiser,
content, size, placement, etc.

         Advertisements: The sponsors (with respective categories and territory)
set forth on Exhibit B attached hereto ("Exclusive Sponsor") shall have
exclusive category rights in such category. If an Exclusive Sponsor elects not
to advertise via the Technology, PVI and the international broadcaster cannot
sell to a competing sponsor. Other NFL/NFLEL sponsors attached hereto as Exhibit
C shall have a right of first refusal, which list may be amended from time to
time by NFL. All advertisers must be pre-approved by NFL. PVI agrees that only
NFL/NFLEL official sponsors have rights to use the intellectual property of the
respective league. Accordingly PVI may not insert advertisements for
non-sponsors that contain, directly or indirectly, any intellectual property of
the NFL/NFLEL. NFL agrees to participate in at least two (2) meetings per year
between PVI and NFL broadcasters/sponsors.

         Approval: NFL shall have pre-approval rights over all uses of the
Technology and insertions, including, but not limited to, content, identity,
duration, size, location, frequency and other related factors.

         Costs: PVI shall be responsible for all costs and expense in connection
with the Technology, including without limitation, the insertion of the First
Down Line, and any other related cost and expense.


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         Promotion/Press Release: NFL agrees to promote PVI as the exclusive
provider of the Technology, which promotion shall be set forth under separate
cover, All press releases and announcements must be pre-approved by the parties.

         Termination: NFL may terminate this Agreement: (i) upon the provision
of written notice in the event of a material breach of the Agreement (including
without limitation any default in payments) by PVI, unless such breach is cured
within ten (10) days of such notice; (ii) automatically and without notice in
the event of PVI's insolvency, commission of an action of bankruptcy,
adjudication of bankruptcy or the filing of a petition for voluntary or
involuntary bankruptcy or the appointment of a receiver or trustee for PVI's
assets; or (iii) immediately upon notice, in the case of any act or omission of
PVI that in NFL's sole judgment may cause material harm, irreparable or
otherwise to NFL, the National Football League or any affiliate thereof.

         Indemnification: During the Term and thereafter, PVI hereby agrees to
indemnify, hold harmless and defend NFL, the National Football League and its
Member Clubs, and their respective affiliates, officers, directors, employees
from and against all loss, claims, liability, demands, damages, reasonable
attorneys' fees, judgments and settlements arising out of or in connection with
any act or omission of PVI, its agents, employees, sub-contractors or anyone
acting on its behalf in connection with this Agreement or arising from or
related to the use of the Technology.

         Other: NFL agrees to provide PVI with the following if PVI is not in
breach of the Agreement:

         -        One (1) page advertisement in the Super Bowl game program for
                  Super Bowl XXXV and XXXVI (PVI shall be responsible for all
                  creative costs and 50% of the media cost for such
                  advertisement).

         -        10 Super Bowl Hospitality packages for Super Bowl XXXV and
                  XXXVI (four (4) complimentary game tickets and six (6) game
                  tickets at PVI's cost). In addition, NFL shall (i) reserve
                  five (5) hotel rooms (at PVI's cost), and (ii) provide PVI
                  with ten (10) complimentary tickets to the NFL International
                  Friday Night Party.

         -        $5,000 in NFL licensed merchandise over the Term to be used by
                  PVI solely in connection with advertising sales.

         Governing Law and Jurisdiction: This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. The parties
hereto consent to the jurisdiction of the federal courts of the United States
located in New York, New York or the state courts of the State of New York,
located in New York, New York in connection with any controversy arising out of
the operation of this Agreement and agree not to bring any action or proceeding
arising out of or relating to this Agreement in any other court.

         Non-Waiver: Waiver by either party to complain of any act, omission or
default on the part of the other party, no matter how long the same may continue
or how many


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times such shall occur, shall not be deemed to be a waiver of rights, or an any
similar future act, omission or default.

         Assignment: This Agreement may not be assigned by PVI without NFL's
prior written consent. For purposes of this Agreement, an assignment requiring
NFL consent shall include, among other things, a sale of substantially all of
the assets, merger, consolidation, change of control or other similar
transaction.

         Reservation of Rights: Except as expressly licensed hereunder to PVI,
NFL retains any and all rights with respect to NFL marks and logos; NFL/NFLEL
Games and related programming and the exhibition, distribution or exploitation
of the same.



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         If the foregoing accurately sets forth our mutual understanding, please
countersign below.

                                            Sincerely,


                                            NFL INTERNATIONAL, a division of NFL
                                            Enterprises, L.P.

                                            By: /s/ Douglas Quinn
                                            Name: Douglas Quinn
                                            Title: SVP-MA NFLI
                                            Date: 4-21-00


         Agreed and Acknowledged:

         PRINCETON VIDEO IMAGE, INC.

         By: /s/ Lawrence L. Epstein
         Name: Lawrence L. Epstein
         Title: VP/CFO
         Date: 4/21/00



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                                    EXHIBIT A

-        All uses of the Technology including the graphics, advertisers,
         sponsors, content, size, placement and other related elements must be
         pre-approved by the NFL.

-        With respect to NFL Games, PVI or the broadcaster may not insert images
         on the playing field, sidelines or between the goal posts other than
         the First Down Line in Super Bowl XXXV pursuant to this Agreement. With
         respect to NFLEL games, PVI may insert images solely as specified in
         this Agreement.

-        In-stadium signage may not be covered or altered in any way.

-        Subject to NFL pre-approval, PVI may (at its cost and expense) use its
         own camera within the stadium to shoot additional exposures (location
         of camera is subject to NFL/member club/stadium approval and
         availability). PVI agrees that the NFL shall own all right, title and
         interest in any and all footage shot within an NFL stadium, including,
         without limitation, any copyright therein and any and all ancillary,
         subsidiary and derivative rights thereto. Such footage will be
         considered a "work made for hire" for NFL specifically ordered or
         commissioned by NFL with NFL being deemed the sole author of all such
         results and proceeds. To the extent that title to any such work may not
         by operation of law vest in NFLI or such work is not considered a "work
         made for hire", all rights, title and interest will be deemed
         irrevocably assigned to NFL by PVI. Notwithstanding the other
         provisions of this paragraph, the NFL acknowledges and agrees that it
         does not have nor will it gain pursuant to the terms of this agreement,
         any right, title, or proprietary interest in (a) the Technology, or (b)
         any of PVI's or any third party's patents, patent rights, copyrights,
         trademarks, trade names, service marks and confidential and proprietary
         interests related thereto used to create any virtual insertions made by
         PVI under this Agreement. Nothing in this Agreement shall prohibit PVI
         from licensing the Technology (including any applications of the
         Technology developed by PVI in connection with this Agreement) to any
         other party.

-        CANADA:

         -        Using the PVI camera, PVI may insert (a) three (3) images per
                  quarter during the NFL Pre-Season, Regular Season and Playoffs
                  (not to exceed 12 in the aggregate from the beginning to end
                  of the telecast), (b) four (4) images per quarter during the
                  Super Bowl (not to exceed 16 in the aggregate from the
                  beginning to end of the telecast), and (c) one (1) virtual
                  blimp shot per quarter during the NFL Regular Season, Playoffs
                  and the Super Bowl. These exposures (a-c above) may only be
                  used during US network commercial breaks.

-        MEXICO:

         -        Using the PVI camera, PVI may insert (a) three (3) images per
                  quarter during the NFL Regular Season and Playoffs (not to
                  exceed 12 in the aggregate from the


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                  beginning to end of the telecast), (b) four (4) images per
                  quarter during the Super Bowl (not to exceed 16 in the
                  aggregate from the beginning to end of the telecast), and (c)
                  one (1) virtual blimp shot per quarter during the NFL
                  Pre-Season, Regular Season, Playoffs and the Super Bowl. These
                  exposures (a-c above) may only be used during (i) US network
                  commercial breaks, or (ii) during non-game time or action
                  (i.e. network promotions, sideline interviews by US network
                  reporters) provided that such insertions do not diminish the
                  production or flow of the game as produced by the US
                  broadcasters.

-        OTHER

         -        In addition to the images set forth above, PVI may use its
                  technology to insert advertisements in the endzone area from
                  the US network feed for Canada and Mexico. For camera angles
                  behind the goal posts, vertical signage that covers only the
                  goal post pad will be allowed. For camera angles facing the
                  goal post, images shall be located to the left or right of the
                  goal post.

-        ADDITIONAL TERRITORIES:

         -        Guidelines shall be established by the NFL on a case by case
                  basis based on the Canada/Mexico restrictions.


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