EXHIBIT 10.7

IBM CREDIT CORPORATION

                           TERM LEASE MASTER AGREEMENT

Name and Address of Lessee:               Agreement No.:                PAH 0342
Sports Management Partner                 Branch Office No.:                 PHA
10421 S. 400 W. Suite 550                 Customer No.:                  8388922

Branch Office Address:
2929 N. Central Avenue
Phoenix, AZ 85012

The Lessor under this Term Lease Master Agreement ("Agreement") is a) IBM Credit
Corporation,   a  subsidiary  of  International  Business  Machines  Corporation
("IBM");  b) a partnership in which IBM Credit Corporation is a partner; or c) a
business  enterprise  for  which  IBM  Credit  Corporation  is  acting  as agent
("Lessor").  The "Lessee" is the business entity indicated on the signature line
below.  Any Parent,  Subsidiary  or  Affiliate  of Lessee may enter into a Lease
and/or  Financing  Transaction  (each as defined  below) under this Agreement by
signing a Term Lease Supplement ("Supplement") referencing this Agreement and so
will be bound to the terms and conditions of this  Agreement as Lessee.  For the
purposes of this Agreement  "Parent"  shall mean a business  entity that owns or
controls  a majority  interest  of  Lessee;  "Subsidiary"  shall mean a business
entity a  majority  interest  of which is owned or  controlled  by  Lessee;  and
"Affiliate"  shall mean a business  entity  under common  majority  control with
Lessee. A Lease or Financing Transaction under this Agreement shall be effective
when a  Supplement  listing  equipment to be leased  ("Equipment")  and software
program leases, maintenance, services, and other one-time charges to be financed
("Financed  Items") is signed by both parties.  Equipment  includes any internal
programing that is integral to the Equipment's  functioning  ("Licensed Internal
Code"). Lessee may acquire Equipment and Financed terms from IBM, Lessor, or any
other manufacturer,  vendor or provided ("Lessee's Supplier").  The terms of (a)
the Supplement; (b) any applicable attachments;  and (c) this Agreement; each as
may be  amended  by  addenda,  shall  constitute  the  lease  for the  Equipment
("Lease")  and  Financing   Transaction  for  the  Financed  Items   ("Financing
Transaction")  listed in the  applicable  Supplement.  Some Leases or  Financing
Transactions  may have additional terms that will be specified in attachments or
addenda.  Terms in a Supplement  and related  attachments  or addenda will apply
only to the  Lease  and/or  Financing  Transaction")  listed  in the  applicable
Supplement. Some Leases or Financing Transactions may have additional terms that
will be specified in attachments  or addenda.  Terms in a Supplement and related
attachments or addenda will apply only to the Lease and/or Financing Transaction
represented by that Supplement.  The headings of the Paragraphs are inserted for
convenience only.

  1.      OPTIONS.  Each Supplement shall constitute a single Lease and/or
Financing Transaction but for each line item listed there will be a Lease or
Financing Transaction option indicated.  The various options are described in
the "Option Codes" table on the Supplement.

  2.      CREDIT REVIEW.  For each Lease or Financing Transaction, Lessee
consents to a reasonable credit review by Lessor.

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  3.  AGREEMENT  TERM.  This  Agreement  shall be effective  when signed by both
parties and may be  terminated  by either party upon one (1) month prior written
notice.  Each Lease or  Financing  Transaction  then in effect,  however,  shall
remain  subject  to the  terms  and  conditions  of  this  Agreement  until  its
expiration or termination.

  4. LESSOR  CHANGES.  Lessor may,  with at least three (3) months prior written
notice to Lessee,  change the terms of this  Agreement.  Such changes will apply
only to Leases and Financing  Transactions  that begin after the effective  date
specified in the notice,  and only if Lessee does not notify Lessor that it does
not agree to the changes.

  5.      SURVIVAL OF OBLIGATIONS.  Lessor's and Lessee's obligations under this
Agreement,  which by their nature would  continue  beyond the expiration or
termination of a Lease or Financing Transaction,  will survive the expiration or
termination of a Lease or Financing Transaction.

  6.      SELECTION AND USE OF EQUIPMENT, PROGRAMMING AND LICENSED
PROGRAM MATERIALS.  Lessee agrees that it did not rely on the Lessor, nor is the
Lessor  responsible,  for the selection,  use of, and results  obtained from the
Equipment or Financed Items.  Nothing in this Agreement is intended to limit any
rights  Lessee  may have with  respect to  Lessee's  Supplier  or the  Equipment
manufacturer.

  7.  ASSIGNMENT  TO LESSOR.  Lessee  assigns to Lessor,  effective  upon Lessor
signing the Supplement, its right to purchase from and its obligation to pay its
Supplier.  All other rights and obligations as defined in the agreement  between
Lessee and Lessee's Supplier governing the purchase of the Equipment  ("Purchase
Agreement") shall remain with Lessee. Lessee represents that it has reviewed and
approved the Purchase Agreement.  Lessor will not modify or rescind the Purchase
Agreement.

  8. LEASE NOT CANCELLABLE;  LESSEE'S OBLIGATIONS ABSOLUTE. Once the Term of any
Lease or Financing  Transaction has begun, as described in Paragraphs 13 and 14,
Lessee's commitments  hereunder become irrevocable and independent of acceptance
of the  Equipment.  Lessee's  obligations  to pay all  Rent  and  other  amounts
required to be paid by Lessee under this Agreement is absolute and unconditional
and shall  not be  affected  by any  right of  set-off  or  defense  of any kind
whatsoever,  including  any  failure  of the  Equipment  or a  Financed  Item to
perform,  or any  representations  by Lessee's  Supplier.  Lessee shall make any
claim solely against  Lessee's  Supplier,  the Equipment  manufacturer  or other
third  party if the  Equipment  or a  Financed  Item is  unsatisfactory  for any
reason.

  9. WARRANTIES.  Lessor passes through to Lessee, to the extent permitted,  all
applicable  warranties  made  available  by  Lessee's  Supplier  and/or  by  the
Equipment manufacturer in the Purchase agreement. Lessor represents and warrants
that neither Lessor, nor anyone acting or claiming through Lessor, by assignment
or otherwise,  will  interfere  with Lessee's quit enjoyment of the Equipment so
long as no event of  default  by  Lessee or anyone  acting or  claiming  through
Lessee,  shall have  occurred and be  continuing.  During the Term of the Lease,
Lessor  assigns to Lessee all the rights  that Lessor may have to be defended by
Lessee's  Supplier  and/or by the  Equipment  manufacturer  under any patent and
copyright  provisions in the Purchase  Agreement.  EXCEPT AS EXPRESSLY  PROVIDED
ABOVE,  LESSOR  MAKES  NO  WARRANTY,  EXPRESS  OR  IMPLIED,  AS  TO  ANY  MATTER
WHATSOEVER, INCLUDING, BUT NOT

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LIMITED  TO,  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A
PARTICULAR  PURPOSE,  AS TO LESSOR,  LESSEE  LEASES THE  EQUIPMENT AND TAKES ANY
FINANCED  ITEM "AS IS." IN NO EVENT SHALL  LESSOR HAVE ANY  LIABILITY  FOR,  NOR
SHALL LESSEE HAVE ANY REMEDY AGAINST LESSOR FOR, CONSEQUENTIAL DAMAGES, ANY LOSS
OF PROFITS OR SAVINGS,  LOSS OF USE, OR ANY OTHER COMMERCIAL LOSS. This shall in
no way affect Lessee's rights and remedies against Lessee's  Supplier and/or the
Equipment manufacturer.

   10. LESSEE  AUTHORIZATION.  Lessee is authorized to act on Lessor's  behalf
concerning  delivery and  installation of the Equipment and any warranty service
for the Equipment,  including any programming  services.  Lessor  represents and
warrants that it has the right to grant the  authorization  and rights to Lessee
referred to in this Paragraph.

   11.  DELIVERY AND  INSTALLATION.  Lessee is  responsible  for the delivery,
installation and acceptance of the Equipment and any Financed Item and shall pya
any  delivery and  installation  charges not paid by Lessee's  Supplier.  Lessor
shall not be liable for any delay in, or failure of,  delivery of the  Equipment
or Financed Items unless provided by Lessor.

  12.  USED  EQUIPMENT  LEASES.  For used  equipment  supplied  by  Lessor,  the
following provisions apply: The Equipment is subject to prior disposition at any
time prior to Lessor's  acceptance  of a signed  Supplement.  The  Equipment  is
provided "as is," without any warranty  whatsoever by Lessor, in accordance with
Paragraph 9. However,  provided that the Equipment is unmodified  since the date
of delivery'  has been  manufactured  and  assembled by or for IBM; and has been
installed and maintained by IBM, Lessor  guarantees  Lessee's  satisfaction with
the quality of the Equipment for three (3) months  following the "Release  Date"
indicated  on the face of the  Supplement.  If Lessee is  dissatisfied  with the
Equipment  for any reason,  Lessee may notify  Lessor within three (3) months of
the Release  Date and,  at Lessor's  option,  the  equipment  will either be (a)
replaced  with  equivalent  Equipment  or (b)  returned  to Lessor and the Lease
terminated  and any Rent payments made to Lessor  refunded to Lessee.  If Lessee
cancels its commitment to Lease the Equipment  after Lessor signs the applicable
Supplement  but before the Equipment is delivered  and accepted by Lessee,  then
Lessee  shall be liable  to Lessor  for  three  (3)  months  Rent as  liquidated
damages.  Lessor shall bear the risk of loss or damage to the  Equipment  during
transit from the pick-up location to Lessee's  location,  provided the Equipment
is transported by a carrier designated by Lessor.

  13.  RENT  COMMENCEMENT  DATE.  Unless  otherwise  stated  on  the  applicable
Supplement,  the Rent Commencement  Date shall be (a) for Equipment  supplied as
provided for in the Purchase  Agreement;  (b) for Equipment  supplied by Lessor,
the earlier of the date of  installation or fourteen (14) days after the Release
Date as  specified in the  Supplement;  (c) for  Equipment  supplied by Lessee's
Supplier, the date Lessee designates on a certificate of acceptance; or, (d) for
Financed  Items,  the date Lessor  makes funds  available  to Lessee or Lessee's
Supplier.

  14. LEASE TERM. The Lease or Financing Transaction shall be effective when the
Supplement is signed by both parties. The initial Term of the Lease or Financing
Transaction  shall begin on the Rent  Commencement  Date and shall expire at the
end of the number of months  specified as "Term" in the  Supplement.  Except for
Equipment supplied by Lessor, if Lessee cancels its order with Lessee's Supplier
prior to installation or discontinues any Financed Item

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prior  to the  date  Lessor  makes  funds  available,  the  Lease  or  Financing
Transaction with respect to that item shall terminate without penalty.

  15. RATE PROTECTION.  The Rates stated on the Supplement are not subject to
change  provided  the  Supplement  is signed and  returned to Lessor by the date
indicated  on the  Supplement  and the  Equipment is installed by the end of the
month of the Estimated Commencement Date stated on the Supplement.

  16. RENT.  During the initial Term,  Lessor shall invoice and Lessee shall pay
Rent for each Payment Period as specified in the Supplement. Lessee's obligation
to pay shall begin on the Rent  Commencement  Date.  When the Rent  Commencement
Date is not on the first day of a calendar  month  and/or when the initial  Term
does not expire on the last day of a calendar month, the applicable Rent for the
first and last payment will be prorated on the basis of 30-day months.

  17.  RENEWAL.  Lessee may, upon at least one (1) month prior written notice to
Lessor,  renew the Lease with  respect to any line item of  Equipment,  provided
Lessee is not then in default. Lessor shall offer a renewal Term of one (1) year
but may, if requested,  offer different  renewal Terms. For Equipment line items
with a fair market value end-of-Lease  renewal option, the renewal Rent shall be
the projected  fair market rental value of the Equipment as of the  commencement
of such renewal  Term.  For Equipment  line items with a prestated  end-of-Lease
renewal  option,  the renewal Rent shall be one-half of the  prestated  Purchase
Percent  multiplied by the Unit Purchase Price stated in the Supplement and such
renewal Rent payments will be annual and payable in advance.

  18.  PURCHASE  OF  EQUIPMENT.  Lessee  may,  upon at least one (1) month prior
written notice to Lessor, purchase any line item of Equipment upon expiration of
the Lease provided Lessee is not then in default.  For Equipment line items with
a fair market value  end-of-Lease  purchase option,  the purchase price shall be
the  projected  fair market sales value of the  Equipment as of such  expiration
date. For Equipment line items with a prestated  purchase  option,  the purchase
price  shall  be  specified  in the  Supplement.  If the  Lessee  purchases  any
Equipment,  Lessee shall, on or before the date of purchase,  transfer to Lessee
by bill of sale provided upon Lessee's request,  without recourse or warranty of
any kind,  express of implied,  all of Lessor's right, title and interest in and
to such  Equipment  on an "AS IS,  WHERE IS" basis,  except  that  Lessor  shall
warrant title free and clear of all liens and encumbrances created by or through
Lessor.

  19.  OPTIONAL  EXTENSION.  If, at the  expiration of the Term,  Lessee has not
elected to renew the Lease,  purchase or return the Equipment in accordance with
Paragraph 25, and as long as Lessee is not in default under the Lease, the Lease
will be  extended  for such  unreturned  item of  Equipment  unless  (a)  Lessee
notifies  Lessor  in  writing,  not  less  than  one (1)  month  prior  to Lease
expiration,  that Lessee does not want the  extension,  or (b) the  Equipment is
returned  to and  received  by  Lessor  within  fourteen  (14)  days  after  the
expiration  of the  Term.  The  extension  will be  under  the  same  terms  and
conditions then in effect,  including current Rent (but for Equipment line items
with a fair market value purchase option, not less than fair market rental value
as  determined  by Lessor at the  expiration of the Term) and will continue on a
day-to-day  basis until the earlier of  termination by either party upon one (1)
month prior  written  notice,  or six (6) years after  expiration of the initial
Term. For purposes of this Paragraph, current Rent shall be

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calculated as the sum of the Lease payments over the initial Term divided by the
initial Term of the Lease.

  20. INSPECTION; MARKING; FINANCING STATEMENT. Upon reasonable advance request,
Lessee  agrees to allow  Lessor to inspect  the  Equipment  and its  maintenance
records during Lessee's normal  business hours,  subject to Lessee's  reasonable
security  procedures.  Lessee will affix to the Equipment any identifying labels
supplied by Lessor indicating  ownership.  The filing of any Uniform  Commercial
Code financing  statements in connection  with a Lease or Financing  Transaction
shall be governed by the terms and conditions of the  applicable  Supplement and
any Supplement addendum.

  21.  EQUIPMENT USE.  Lessee agrees that Equipment will be used for business
purposes and not primarily for personal,  family or household  purposes and that
it will be used in accordance with applicable laws and regulations.

  22. MAINTENANCE.  Lessee shall, at its expense, on its own or through third
parties,  keep the  Equipment  in a suitable  environment  as  specified  by the
Equipment  manufacturer,  and in good condition and working order, ordinary wear
and tear expected.

  23.  ALTERATIONS;  MODIFICATIONS;  PARTS. For the purposes of this Agreement a
"Part" is any component or element of the  Equipment;  a  "Modification"  is any
upgrade,  feature or other change to the Equipment  which is or has been offered
for sale by the Equipment manufacturer and which contains no Part which has been
changed or altered since its original manufacture; an "Alteration" is any change
to the  Equipment  which is not a  Modification.  Lessee may modify or alter the
Equipment  only upon prior  written  notice to Lessor.  Lessee may obtain new or
used  Alterations or  Modifications  from any supplier and may finance them with
sources  other than  Lessor  provided  no  security  interest  is  created  that
encumbers  or  conflicts  with  Lessor's   ownership  of  the   Equipment.   Any
Lessor-owned Parts that Lessee removed shall remain Lessor's property and Lessee
shall not make  such  Parts  available  for sale,  transfer,  exchange  or other
disposition without Lessor's prior written consent.

          Before returning the equipment to Lessor,  Lessee agrees to remove any
Alteration  and may remove any  Modification  not owned by Lessor.  If  removed,
Lessee  agrees  to,  at its  expense,  restore  the  Equipment  to its  original
condition using the removed Parts, normal wear and tear excepted.  If Lessor had
previously  consented to the disposition of removed Parts,  the restoration must
be with Parts Lessor owns or supplies, or those supplied by a source approved by
Lessor. It not removed,  such Modifications shall become the property of Lessor,
without charge, free of any liens or encumbrances.

          Changes or additions  made to items of Equipment  in  connection  with
maintenance  or warranty  services,  including  engineering  changes,  utilizing
manufacturer's  genuine parts, are exempt from the terms of this Paragraph,  and
any Parts  installed in connection  wish such services shall become the property
of Lessor.

  24.  LEASES  FOR  MODIFICATIONS.   At  Lessee's  request,  and  subject  to
satisfactory credit review, Lessor will lease or finance new Modifications, used
Modifications  from Lessor's  inventory,  and Financed terms associated with the
Modifications. Leases for Modifications will
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be at then  current  terms  and  conditions  and  must be  coterminous  with the
underlying Equipment Lease.

  25.  RETURN OF  EQUIPMENT.  Lessee  will return the  Equipment  to Lessor upon
expiration or  termination of the Lease.  Upon return,  the Equipment must be in
good  condition and working  order,  normal wear and tear excepted and qualified
for the manufacturer's maintenance service, if available. Lessee will return the
Equipment to the nearest IBM Credit  consolidation and refurbishment  center for
that type of Equipment located in the contiguous United States. Unless otherwise
agreed, Lessee is responsible for: a) deinstallation,  packing and return of the
Equipment and any associated costs; and b) any cost to qualify the Equipment for
the manufacturer's maintenance service, or, if not available, the cost to return
the  Equipment  to good working  condition.  The return of the  Equipment  shall
constitute  a full  release  by Lessee  of any  leasehold  rights or  possessory
interest in the equipment.

  26.  CASUALTY  INSURANCE;  LOSS OR DAMAGE.  Lessor will  maintain,  at its own
expense,  insurance  covering loss of or damage to the Equipment  (excluding any
Modifications or Alterations not subject to the Lease under this Agreement) with
a $5,0000  deductible per  occurrence.  If any item of Equipment  shall be lost,
stolen,  destroyed or irreparably  damaged for any cause  whatsoever  ("Casualty
Loss") before the Rent  Commencement  Date,  the Lease with respect to that item
shall terminate. If any item of Equipment suffers Casualty Loss Lessee must file
a  police  or  fire  department  report  or  other   appropriate   documentation
substantiating  the Casualty  Loss.  If Lessor  determines  that the item can be
economically repaired, Lessee shall place the item in good condition and working
order and Lessor will  promptly  reimburse  Lessee the  reasonable  cost of such
repair, less the deductible.  If not so repairable,  Lessee shall pay Lessor the
lesser of $5,000 or the fair  market  sales value of the  Equipment  immediately
prior to the  Casualty  Loss.  Upon  Lessor's  receipt of payment the Lease with
respect to that item shall terminate and Lessee's obligation to pay Rent for the
Equipment will be deemed to have ceased as of the date of the Casualty Loss. For
purposes of this Paragraph,  Lessor will consider the manufacturer's  charge for
such repair to be the reasonable cost of repair.

  27. TAXES. Lessee shall promptly reimburse Lessor, as additional Rent, for all
taxes,  charges,  and fees levied by any governmental  body or agency upon or in
connection with this Agreement, excluding, however, all taxes, charges, and fees
levied  by any  governmental  body or  agency  upon or in  connection  with this
Agreement,  excluding,  however,  all taxes on or  measured by the net income of
Lessor.

  28.  LESSOR'S  PAYMENT.  If Lessee  fails to pay taxes as required  under this
Agreement,  discharge any liens or  encumbrances  on the  Equipment  (other than
those  created by or through  Lessor),  or otherwise  fails to perform any other
provision Lessee is required to perform under this Agreement,  Lessor shall have
the right to act in Lessee's stead so as to protect Lessor's interests, in which
case, Lessee shall pay Lessor the cost thereof.

  29. TAX  INDEMNIFICATION.  Solely for Leases entered into on the basis that
Lessor is the owner of the Equipment  for tax purposes,  Lessor and Lessee agree
that  Lessor  shall be  entitled  to  certain  federal  and state  tax  benefits
available to an owner of Equipment,  including,  under the Internal Revenue Code
of 1985, as amended (the "Code"), the maximum Modified Accelerated Cost Recovery
System  deduction  for 5 year  property  and  deductions  for  interest  expense
incurred  to finance the  purchase of the  Equipment  ("Tax  Benefits").  Lessee
represents and warrants that
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(a) at no time will Lessee take or omit to take any action which would result in
a loss, reduction,  disallowance,  recapture or other unavailability ("Loss") to
Lessor (or the  consolidated  group with which  Lessor files tax returns) of the
Tax  Benefits,  and (b)  Lessee  will  take no  position  inconsistent  with the
assumption  that Lessor is the owner of the  Equipment  for  federal  income tax
purposes. Upon Lessor's written notice to Lessee that a Loss of Tax Benefits has
occurred,  Lessee  shall  reimburse  Lessor an amount  that shall make  Lessor's
after-tax rate of return and cash flows  ("Financial  Returns") over the Term of
the Lease equal to the expected Financial Returns that would have been otherwise
available. Lessee shall have no obligation to reimburse Lessor for a Loss of Tax
Benefits  resulting from (i) a determination  that a Lease does not constitute a
true lease for federal income tax purposes,  provided such  determination is not
the  result  of an act of  Lessee,  or (ii) a change  in the tax law  after  the
applicable Rent Commencement Date.

  30. GENERAL INDEMNITY.  Each Lease under this Agreement is a net lease. Lessee
indemnifies  Lessor  against any third party  claims  whatsoever  which arise in
connection  with this Agreement or Lessee's  possession and use of the Equipment
or a  Financed  Item  hereunder  including  all  related  reasonable  costs  and
expenses,  and legal fees incurred by Lessor. Lessee shall not be liable for any
claim resulting from the sole negligence or willful misconduct of Lessor. Lessee
agrees that upon written notice by lessor of the assertion of any claim,  Lessee
shall  assume full  responsibility  for the defense of such claim.  Lessor shall
cooperate as may be reasonably required in such defense.

  31. LIABILITY  INSURANCE.  Lessee shall obtain and maintain commercial general
liability  insurance,  in the  amount  of at least  $1,000,000  or more for each
occurrence,  with an  insurer  having  a "Best  Policyholders"  rating  of B+ or
better.  The  policy  shall name  Lessor as an  additional  insured as  Lessor's
interests  may appear and shall  contain a clause  requiring the insurer to give
Lessor at least one (1) month prior written notice of the  cancellation,  or any
material alteration in the terms of the policy.  Lessee shall furnish to Lessor,
upon request, evidence that such insurance coverage is in effect.

  32.     SUBLEASE AND RELOCATION OF EQUIPMENT; ASSIGNMENT BY LESSEE.
Upon one (1) month  prior  written  notice to Lessor,  Lessee may  relocate  the
Equipment to another of its business  locations provided that Lessee remains the
end user of the Equipment.  Any other relocation requires Lessor's prior written
consent.  Upon Lessor's prior written  consent,  which will not be  unreasonably
withheld,  Lessee may sublease the Equipment to another end user. No sublease or
relocation  shall relieve Lessee of its  obligations  under the Lease and Lessee
will be responsible for all costs and expenses associated with any relocation or
sublease of the Equipment,  including  additional taxes or any Tax Loss incurred
by Lessor.  In no event shall Lessee remove or allow the Equipment to be removed
from the United States.  Lessee shall not assign,  transfer or otherwise dispose
of any Lease or Financing Transaction,  any Equipment,  or any interest therein,
or create or suffer any levy,  lien or encumbrance  thereof except those created
by or through Lessor.

  33. ASSIGNMENT BY LESSOR.  Lessee  acknowledges and understands that the terms
and  conditions  of the Leases  and  Financing  Transactions  have been fixed to
enable  Lessor to sell and assign its  interest or grant a security  interest or
interests  in  the  Leases  and  Financing   Transactions   and  the  Equipment,
individually or together, in whole or in part, for the purpose of securing loans
to Lessor or  otherwise.  Lessee shall not assert  against any such assignee any
setoff, defense or counterclaim that Lessee may have against Lessor or any other
person. Lessor shall not be

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relieved of its obligations  hereunder as a result of any such assignment unless
Lessee expressly consents thereto, nor shall any rights or obligations of Lessee
be changed except as described herein.

  34. FINANCING. Any one-time charge (indicated on the Supplement as the "Amount
Financed")  for a Financed  Item will be paid by Lessor to Lessee's  Supplier or
directly  to  Lessee.  Any other  charges  which may be owed or due to  Lessee's
Supplier  shall be paid  directly  to  Lessee's  Supplier  by  Lessee.  Lessee's
obligations  to pay Rent for the  Financed  Item  shall not be  affected  by any
discontinuance,  return or destruction of any Financed Item on or after the date
Lessor makes funds available.  If Lessee  discontinues any of the Financed Items
in accordance with the terms of the applicable  agreement with Lessee's Supplier
prior to the date Lessor makes funds available,  then the Financing  Transaction
with respect to the affected one-time charge shall be cancelled.

  35. FINANCING  PREPAYMENT (Does Not Apply For Items of Equipment).  Lessee may
terminate a Financing  Transaction  (but not a Lease with  respect to an item of
Equipment) by prepaying its remaining Rent.  Lessee shall provide Lessor with at
least one (1) month prior written notice of the intended prepayment date. Lessor
may,  depending on market  conditions at the time,  reduce the remaining Rent to
reflect such  prepayment  ans shall advise the Lessee of the balance to be paid.
If prior to Lease expiration,  Lessee purchases Equipment on Lease or if a Lease
is  terminated,  Lessee  shall at the same time prepay any related line items of
Financing Transactions.

  36. DELINQUENT PAYMENTS.  If any amount to be paid to Lessor is not paid on
or before its due date,  Lessee  shall pay Lessor two percent (2%) of the unpaid
amount for each month or part  thereof from the due date until the date paid or,
if less, the maximum allowed by law.

  37. DEFAULT;  NO WAIVER.  Lessee shall be in default under this Agreement upon
the  occurrence  of any of the  following  events:  (a) Lessee  fails to pay any
amount when due under this  Agreement and such failure shall  continue for seven
(7) days after the due date; (b) Lessee subleases,  relocates,  assigns or makes
any transfer in violation  of the terms of this  Agreement;  (c) Lessee fails to
perform any other obligations or violates any of it covenants or representations
under a Lease or  Financing  Transaction,  or Lessee fails to perform any of its
obligations under any other agreement it may have with Lessor,  and such failure
or breach shall  continue for a period of fifteen (15) days after written notice
is received  by Lessee  from  Lessor;  (d) Lessee or any  guarantor  of Lessee's
obligations  under this Agreement makes a  misrepresentation  in any application
for  credit  or other  financial  data  required  to be  provided  by  Lessee in
connection  with a Lease or  Financing  Transaction;  (e) Lessee or a  guarantor
makes an assignment for the benefit of creditors, or consents to the appointment
of a trustee  or  receiver,  or if either  shall be  appointed  for  Lessee or a
guarantor or for a substantial part of its property without its consent; (f) any
petition or  proceeding is filed by or against  Lessee or a guarantor  under any
Federal or State  bankruptcy  or  insolvency  code or similar  law,  and if such
petition is involuntary, it is not dismissed within sixty (60) days after filing
thereof; (g) Lessee or a guarantor sells or disposes of all or substantially all
of its  assets  (and  Lessor  does not  consent  to the  same) or  ceases  doing
business;  or (h) a guarantor or the  provider of any other  credit  enhancement
under this Agreement  breaches,  terminates without Lessor's consent or contests
any  guaranty  or  other  credit  enhancement  document  of  which  Lessor  is a
beneficiary.

                                        9

<PAGE>



          Lessor shall be in default under this Agreement upon the occurrence of
any of the  following  events:  (i)  Lessor  breaches  Lessee's  right  of quiet
enjoyment (except in an instance where Lessee is in default under the applicable
Lease or  Financing  Transaction),  and Lessor is unable to remedy  such  breach
within  fifteen (15) days of Lessee's  written  notice to Lessor  thereof;  (ii)
Lessor fails to perform any other provisions or violates any of its covenants or
representations  under a Lease or  Financing  Transaction  and such  failure  or
breach shall  continue for a period of fifteen (15) days after written notice is
received by Lessor from Lessee; (iii) Lessor makes an assignment for the benefit
of creditors,  or consents to the  appointment  of a trustee or receiver,  or if
either shall be appointed  by Lessor or for a  substantial  part of its property
without its consent;  or (iv) any petition or  proceeding is filed by or against
Lessor under any Federal or State  bankruptcy or insolvency  code or similar law
and, if such petition is involuntary, it is not dismissed within sixty (60) days
after filing thereof.

          Any failure of either party to require strict performance by the other
party or any  waiver  by either  party of any  provision  in a Lease,  Financing
Transaction or this  Agreement  shall not be construed as a consent or waiver of
any other breach of the same or of any other provision.

  38.  REMEDIES.  If Lessee is in default under this Agreement,  all amounts due
and  to  become  due  under  each  Lease  and  Financing  Transaction  shall  be
immediately  due and payable,  without  further  notice from Lessor,  and Lessor
shall have the right, in its sole discretion, to exercise any one or more of the
following  remedies  in order to  protect  its  interests,  reasonably  expected
profits and economic  benefits under this Agreement.  Lessor may (a) declare any
Lease or Financing  Transaction entered into pursuant to this Agreement to be in
default;  (b) terminate in whole or in part any Lease or Financing  Transaction;
(c)  recover  from  Lessee  any and all items of  Equipment,  wherever  located,
without  demand or notice,  without any court order or other  process of law, in
accordance with Lessee's  reasonable  security  procedures;  and (e) demand that
Lessee return any or all of such items of Equipment to Lessor in accordance with
Paragraph  25 and,  for each day that  Lessee  shall  fail to return any item of
Equipment,  Lessor may demand an amount equal to the current  Rent,  prorated on
the  basis  of a  30-day  month.  Upon  repossession  or  return  of any item of
Equipment,  Lessor  shall  sell,  lease or  otherwise  dispose of such item in a
commercial  reasonable  manner,  with or without notice and on public or private
bid, and apply the net proceeds  thereof towards the amounts due under the Lease
but only after  deducting  (i) in the case of sale,  the  estimated  fair market
sales value of such item as of the scheduled expiration of the Lease; of (ii) in
the  case of any  replacement  lease,  the rent due for any  period  beyond  the
scheduled  expiration of the Lease for such item;  and (iii) in either case, all
reasonable and necessary expenses,  including reasonable legal fees, incurred in
connection  therewith.  Any excess net  proceeds  are to be  retained by Lessor.
Lessor may pursue any other remedy  available  at law or in equity.  No right or
remedy is exclusive of any other provided  herein or permitted by law or equity;
all such rights and remedies shall be cumulative or may be enforced concurrently
or individually.

          If Lessor is in default under this Agreement,  Lessee's  exclusive and
sole  remedy  shall  be (x) to  terminate  the  applicable  Lease  or  Financing
Transaction and return the applicable  items of Equipment to Lessor;  and (y) to
recover damages arising out of such default from Lessor,  and all reasonable and
necessary  expenses,  including  reasonable  legal fees,  incurred in connection
therewith.


                                       10

<PAGE>



  39.  LESSOR'S  EXPENSE.  Lessee  shall pay Lessor all reasonable  costs and
expenses,  including reasonable legal and collection fees, incurred by Lessor in
enforcing the terms, conditions or provisions of this Agreement.

  40.     OWNERSHIP; PERSONAL PROPERTY; LICENSED PROGRAM MATERIALS.  The
Equipment under Lease is and shall be the property of Lessor.  Lessee shall have
no right,  title or  interest  therein  except as set  forth in the  Lease.  The
Equipment is, and shall at all times be and remain,  personal property and shall
not become a fixture or realty.  Licensed  programs  that  Lessee  acquires  and
finances  with  Lessor  remain the  property  of their  licensor.  Ownership  of
licensed  programs is governed by the license  between the  licensor and Lessee,
and is not affected by this Agreement.

  41. NOTICES; ADMINISTRATION.  Service of all notices under the Agreement shall
be  sufficient  if  delivered  personally  or mailed  to  Lessee at its  address
specified in the  Supplement or to IBM Credit  Corporation  as Lessor in care of
the IBM location specified in the Supplement or invoice. Notices by mail will be
effective  on  receipt  of three (3) days after  being  deposited  in the United
States mail,  duly  addressed  and with postage  prepaid,  whichever is earlier.
Notices of default will be sent certified mail, or registered mail, or delivered
in person and will be effective  when received by the party.  Notices,  consents
and approvals  from or by Lessor will be given by Lessor or on its behalf by IBM
and all payments will be made to IBM until Lessor notifies Lessee otherwise.

  42. LESSEE REPRESENTATION. Lessee represents and warrants that, as of the date
it enters into any Lease or  Financing  Transaction  under this  Agreement:  (a)
Lessee is a legal entity, duly organized,  validly existing and in good standing
under the laws of the jurisdiction of its organization and in each  jurisdiction
where  Equipment  and Financed  Items will be located,  with full power to enter
into  this  Agreement  and  any  transactions  contemplated  therein;  (b)  this
Agreement  and any  Lease or  Financing  Transaction  hereunder  have  been duly
authorized  and  executed  by Lessee and  constitute  valid,  legal and  binding
agreements,  enforceable in accordance  with their terms;  (c) the execution and
performance by Lessee of its  obligations  under this Agreement and any Lease or
Financing Transaction will not violate any judgment,  order, law or governmental
regulation   affecting  Lessee  or  any  provision  of  Lessee's   documents  of
organization, or result in a breach or default of any instrument or agreement to
which Lessee is a party or to which Lessee may be bound.

  43.  GENERAL.  Lessee  agrees to take such further  action and to execute such
additional  documents,  instruments  and  financing  statements  as Lessor shall
reasonably  request to complete  any Lease or Financing  Transaction  under this
Agreement or to protect Lessor's interest in the Equipment or Financed Items.

  This  Agreement may be executed in any number of  counterparts,  each of which
shall constitute an original, but all of which together shall constitute but one
and the same document.

     44.  APPLICABLE LAW;  SEVERABILITY.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York. If any provision
of this Agreement is held to be invalid or  unenforceable,  all other provisions
shall remain in effect.


                                       11

<PAGE>

THIS AGREEMENT,  AND ANY APPLICABLE  SUPPLEMENT,  ATTACHMENTS OR ADDENDA ARE THE
COMPLETE  AND  EXCLUSIVE  STATEMENT  OF THE  AGREEMENT  REGARDING  EACH LEASE OR
FINANCING  TRANSACTION.  THESE  DOCUMENTS  SUPERCEDE  ANY PRIOR  ORAL OR WRITTEN
COMMUNICATIONS  BETWEEN THE  PARTIES.  IF THERE IS A CONFLICT OF TERMS AMONG THE
DOCUMENTS,  THE ORDER OF  PRECEDENCE  WILL BE AS  FOLLOWS:  (a)  ATTACHMENTS  OR
ADDENDA TO A SUPPLEMENT,  (b)  SUPPLEMENT,  (c)  ATTACHMENTS  OR ADDENDA TO THIS
AGREEMENT,  (d) THIS  AGREEMENT.  DELIVERY OF AN  EXECUTED  COPY OF ANY OF THESE
DOCUMENTS  BY  FACSIMILE  OR ANY OTHER  RELIABLE  MEANS SHALL BE DEEMED TO BE AS
EFFECTIVE  FOR ALL  PURPOSES  AS DELIVERY OF A MANUALLY  EXECUTED  COPY.  LESSEE
ACKNOWLEDGES  THAT LESSOR MAY MAINTAIN A COPY OF THESE  DOCUMENTS IN  ELECTRONIC
FORM AND AGREES THAT A COPY  REPRODUCED  FROM SUCH  ELECTRONIC FORM OR ANY OTHER
RELIABLE  MEANS  (FOR  EXAMPLE,  PHOTOCOPY,  IMAGE  OR  FACSIMILE)  SHALL IN ALL
RESPECTS BE  CONSIDERED  EQUIVALENT  TO AN  ORIGINAL.  IF  INDICATED  HERE,  THE
FOLLOWING  ATTACHMENTS  SHALL APPLY TO AND BE  INCORPORATED BY REFERENCE IN THIS
AGREEMENT.

                   Lessee may not modify or change the terms of this Agreement
                   without the Lessor's prior written consent.       /s/ KID
                                                            --------------------
                                                             Lessee initial
Accepted by:

IBM Credit Corporation                        Lessee:  SPORTS MANAGEMENT PARTNER

By:                                           By:     /s/ Kenneth I. Denos.
----------------------------                  -------------------------------
Authorized Signature                                Authorized Signature

                                            5/31/01     Kenneth I. Denos
----------------------------               ------------------------------------
Name (Type or Print)                 Date      Name (Type or Print)

                                       12

<PAGE>



                              TERM LEASE SUPPLEMENT

  The Term Lease Master  Agreement  referenced  above,  this  Supplement and any
applicable  attachments  or addenda are the complete and exclusive  statement of
the   Agreement.   These   documents   supersede   any  prior  oral  or  written
communications  between the parties. By signing below, both parties agree to the
terms  represented  by this  Supplement.  If agreed to by  Lessee  and  Lessee's
supplier,  Lessee  authorizes  Lessor  to change  the  amount  financed  and the
resulting  rent.  Lessee  further  authorizes  Lessor to insert  machine  serial
numbers  on  this   Supplement  as  they  become   available,   without  further
authorization  from  Lessee.  Delivery  of an  executed  copy  of any  of  these
documents  by  facsimile  or  other  reliable  means  shall be  deemed  to be as
effective  for all  purposes  as delivery of a manually  executed  copy.  Lessee
acknowledges  that Lessor may maintain a copy of these  documents in  electronic
form and agrees that a copy reproduced from such electronic form or by any other
reliable  means  (for  example,  photocopy,  image  or  facsimile)  shall in all
respects be  considered  equivalent  to an  original.  If  indicated  here,  the
following attachments shall apply to and be incorporated by reference:

Accepted by
IBM Credit Corporation                        Sports Management Partners, Inc.,
                                              Lessee
For or as Lessor:

By:                                           By: /s/ Kenneth Denos
----------------------------------            -------------------------------
Name:                                         Kenneth Denos     5/31/01
     --------------------------------         -------------------------------
  (Type or Print)            Date                (Type or Print)        Date



 Total Amount Financed (all pages):                                $299,755.70
 Total Rent (all pages)                                              $7,351.00
 (Taxes may apply)
 Payment Period:                                            Monthly in Arrears
 Term:                                                               60 months
 Interim Rent Applies?                                                      NO

For these Lease Rates to be valid,  this  Supplement must be signed and received
by Lessor by 6/29/01.

Direct Debit is required for this customer number. Direct Debit authorization is
attached.


[Itemization of Equipment contained on continuation sheets of Term Lease
Supplement]

                                       13

<PAGE>



                              TERM LEASE SUPPLEMENT
                         Additional Terms and Conditions

OPTION CODES

B Lease with fair market value end-of-lease  options and Lessor is owner for tax
purposes B+ Lease with fair market value end-of-lease  options G Lease with fair
market value end of lease options B(1) Lease with prestated end-of-lease options
G(1)  Lease  with one dollar  ($1) end of lease  purchase  option and tax exempt
interest for tax
          exempt Lessees
B$        Lease with one dollar ($1) end-of-lease purchase option
L         Lease for used equipment
LG        Lease for used equipment for tax exempt lessees
S         Financing of IBM One-Time Charges
S(1) Financing of IBM One-Time  Charges with tax exempt  interest for tax exempt
Lessees T Financing of other  one-time  charges T(1) Financing of other one-time
charges with tax exempt interest for tax exempt Lessees

TERM CODES
CO        Coterminous  Lease - The Term for this  Equipment  shall expire at the
          same time as the Term for an associated item of Equipment.

PURCH.OPTION  (PURCHASE  OPTION  CODES  END-OF-LEASE  ONLY) FM Fair market sales
value at  end-of-lease  NA Not  applicable  CL Contract  IBM Credit for purchase
price $1 Purchase price is one dollar ($1.00)
number    Prestated  purchase percent - Purchase price will be the Unit Purchase
          Price times this percent
G(1)           Purchase Option Codes are specified in Customer Bulletin "G Prime
               Purchase Option Codes" (Z125-4113) which is available on request.

INTEREST RATE.  The Interest Rate, if stated, is the Annual Percentage Rate
(APR) which will never be exceeded for this transaction.

RATE  PROTECTION.  The Rates stated on the  Supplement are not subject to change
provided the  Supplement is signed and returned to Lessor by the date  indicated
on the face of the Supplement and (if  applicable) the Equipment is installed or
a signed certificate of acceptance ("COA") is received by the end of the moth of
the Estimated Commencement Date stated on the Supplement.

BASE EXTENSIONS
For Equipment  designated as "Base  Extension,"  this Supplement  supercedes the
prior  Lease for this  Equipment  and  incorporates  the terms of the Term Lease
Master  Agreement  effective  for this  Supplement,  which terms may differ from
those governing the superseded Lease.

SUPPLEMENT OPTIONS.  When indicated on the face of the Supplement, the following
terms and conditions shall apply to transactions indicated in this Supplement.


                                       14

<PAGE>



  *INTERIM RENT
  Notwithstanding   Paragraphs   13,  15  and  16  of  the  Agreement  the  Rent
  commencement  Date  shall be the first day of the first  full  Payment  Period
  following  the date that would  otherwise  constitute  the "Rent  Commencement
  Date" under  Paragraph  13.  Lessee  will pay interim  Rent from the date that
  would otherwise  constitute the "Rent Commencement Date" under Paragraph 13 to
  the Rent  Commencement  Date. Such interim Rent shall be prorated based on the
  Payment Period, that is 30 days for monthly,  90 days for quarterly,  182 days
  for semi-annually or 365 days for annually.

  *PAYMENT IN ADVANCE
  Rent will be due on the first day of each  Payment  Period and (except for the
  invoice for the first  Payment  Period)  will be invoiced one month before its
  due date.  The invoice for any initial  partial  Payment  Period and the first
  full Payment  Period will be issued on the first day of the first full Payment
  Period following the date of installation.

  *PAYMENT IN ARREARS
  Rent will be invoiced in advance as of the fist day of each Payment Period and
  will be due on the day following the last day of the Payment Period.

  *SECURITY DEPOSIT
  As a condition  to Lessee  entering  into the  transactions  indicated  in the
  Supplement,  Lessee  has  granted  Lessor a  security  deposit  in the  amount
  indicated  on  the  face  of  this  Supplement,  to  secure  Lessee's  payment
  obligations  hereunder.  Lessor may apply any portion of the security  deposit
  against any payment default and shall hold the security deposit until Lessee's
  obligations under the Agreement are satisfied in full.

TAX EXEMPT REQUIREMENTS (For Options G(1), S(1)and T(1))
Lessee represents that Lessee qualifies as a State or political subdivision of a
State for  purposes  of Section  103(a) of the Code.  Any  misrepresentation  of
Lessee's status under Section 103(a) is an event of default under the Agreement.
Lessee shall comply with all information reporting  requirements of Code Section
149(e) and Treasury  Regulations  thereunder.  Lessee shall file the appropriate
Internal Revenue Service (IRS) From 8038-G or 8038-GC.  Lessee shall pay Lessor,
on demand,  a sum to be  determined  by Lessor,  that will  return to Lessor the
economic results Lessor would otherwise have received if:

  1.      Lessee does not file the above IRS form on a timely basis; or
  2.      IRS rules Lessee does not qualify under Section 103(a) of the Code.

AUTHORITY TO SIGN FINANCING STATEMENTS
Lessee  authorizes  Lessor  or its  agent as  attorney  in fact for the  limited
purpose of executing  in Lessee's  name and filing any Uniform  Commercial  Code
financing  statements  or  similar  documents.   Such  authorization  shall  not
constitute a general power of attorney from Lessee, shall be narrowly construed,
and shall not be effective  for any purpose  other than to execute UCC-1 filings
related to the Equipment  listed on this  Supplement.  However,  Lessor will not
prepare, execute or file financing statements or similar documents for Option B,
G, G(1) or LG.

WARRANTY DISCLAIMER
EXCEPT FOR LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,
INCLUDING BUT NOT LIMITED TO, THE CAPABILITY OF THE EQUIPMENT OR

                                       15

<PAGE>


PROGRAMMING  TO CORRECTLY  PROCESS,  PROVIDE AND/OR RECEIVE DATE DATA WITHIN AND
BETWEEN  THE  20TH  AND  21ST   CENTURIES,   AND  THE  IMPLIED   WARRANTIES   OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


LEASE AGREEMENT AMENDMENT. The following terms and conditions only apply to Term
Lease Master Agreements signed prior to January 1997.

[NOT APPLICABLE]

                                         16