Employment Agreement - SportsLine.com Inc. and Michael Levy


                   SECOND AMENDMENT TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                                        
   This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Amendment"), is made this 20th day of August, 2001, between SPORTSLINE.COM,
INC, a Delaware corporation (the "Company") and Michael Levy.

   The Company and the Executive have heretofore entered into an Amended and
Restated Employment Agreement dated as of January 28, 2000, as amended on June
30, 2000 (as amended, the "Agreement") (capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Agreement).  The
Compensation Committee ("Compensation Committee") of the Board of Directors of
the Company (the "Board") has agreed to amend the Agreement to provide for
certain additional benefits to the Executive.

   NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

   1.  AMENDMENTS.  Effective as of the date hereof, the Agreement shall be
amended in its entirety to read as follows:

   (a) Section 2 of the Agreement shall be amended in its entirety to read as
       follows:

           "2.  Term of Agreement.  Subject to the terms and conditions hereof,
       the term of the Executive's employment pursuant to this Agreement (the
       "Term") shall be three years and such Term shall automatically extend by
       one day for each day elapsed, so that at all times the Term shall be for
       a three-year period; provided, however, if at any time the Company or the
       Executive delivers a written notice to the other (an "Expiration Notice")
       to the effect that the Agreement shall expire on a date specified in the
       Expiration Notice that is three years after the date the Expiration
       Notice is delivered to the Company or the Executive, as the case may be,
       then the Term shall expire on the date specified in the Expiration
       Notice."

   (b) Section 3 of the Agreement shall be amended in its entirety to read as
       follows:

           "3.  Position and Duties. The Executive shall serve as the Chairman
       of the Board, President and Chief Executive Officer of the Company and
       shall have powers and authority superior to any other officer or employee
       of the Company or of any subsidiary of the Company. The Executive shall
       report to, and shall have such other powers and duties as may from time
       to time be delegated to him by, the Board or, following a Change in
       Control (as defined below), the senior executive, board or committee
       established pursuant to the terms of the Change of Control that is
       responsible for the unit or division of which the Company has become a
       part; provided that such duties are generally consistent with his present
       duties and with the Executive's position. The Executive shall devote
       substantially all of his working time and efforts during normal business
       hours to the business and affairs of the Company 

 
       in substantially the same manner (both as to working time and effort) as
       the Executive has devoted to the Company in the past; provided, that it
       shall not be a violation of this Agreement for the Executive to (i) serve
       on corporate, civic or charitable boards or committees, (ii) deliver
       lectures or fulfill speaking engagements or (iii) manage personal
       investments, so long as such activities do not interfere with the
       performance of the Executive's responsibilities as an employee of the
       Company in accordance with this Agreement."

   (c) The second paragraph of Section 8(d) of the Agreement shall be amended in
its entirety to read as follows:

       "For purposes of this Agreement the term "Good Reason" shall mean,
       without the Executive's express prior written consent, the occurrence of
       any one or more of the following: (A) the assignment to the Executive of
       any duties or reporting obligations other than those contemplated or
       permitted by, or any limitation of the powers of the Executive in any
       respect not contemplated or permitted by, Section 3 hereof, or any other
       action by the Company which results in a diminution in the nature or
       status of the Executive's position, authority, duties or
       responsibilities; provided, however, that Good Reason shall not be deemed
       to exist by reason of changes in such nature or status solely as a result
       of the Company becoming part of a unit or division of a larger entity
       pursuant to or following a Change of Control; (B) a reduction by the
       Company in the Executive's Base Salary as the same shall be increased
       from time to time; (C) the Company's requiring the Executive to be based
       at a location outside of Broward County, Florida; (D) a failure by the
       Company to comply with its other obligations and agreements contained
       herein, including but not limited to any failure by the Company to comply
       with any of the provisions of Section 5 hereof; (E) a failure of the
       Company to obtain a satisfactory agreement from any successor to the
       Company to assume and agree to perform this Agreement, as contemplated in
       Section 10(c) hereof; or (F) any purported termination by the Company of
       the Executive's employment that is not effected pursuant to a  Notice of
       Expiration or a Notice of Termination satisfying the requirements of
       Section 2 or subsection 8(e), respectively, and otherwise in accordance
       with the terms of this Agreement, and for purposes of this Agreement, no
       such termination shall be effective."

   (d) Section 9(a) of the Agreement shall be amended in its entirety to read as
       follows:

              "(a) Death.  If the Executive's employment shall be terminated by
       reason of his death, the Company shall pay to such person as the
       Executive shall have designated in a notice filed with the Company, or,
       if no such person shall have been designated, to his estate, (i) any
       unpaid amounts of his Base Salary or Incentive Compensation accrued prior
       to the date of his death and (ii) a lump sum death benefit equal to the
       sum of the Executive's then current Base Salary and the Executive's
       Incentive Compensation for the immediately preceding calendar year

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       (the "Most Recent Incentive Compensation"); and upon making such
       payments, the Company shall have no further liability hereunder (other
       than for reimbursement for reasonable business expenses incurred prior to
       the date of the Executive's death pursuant to Section 5(c)); provided,
       that the Executive's spouse, beneficiaries or estate shall also be
       entitled to receive any amounts or other benefits payable pursuant to any
       pension or employee benefit plan, life insurance policy or other plan,
       program or policy then maintained or provided by the Company in
       accordance with the terms thereof, or any other agreement between the
       Executive and the Company.  In addition, all unvested Awards (as defined
       in the Company's 1997 Incentive Compensation Plan), including, but not
       limited to, stock options and/or unvested restricted Company securities,
       held by the Executive on the Date of Termination shall continue to vest
       in accordance with the vesting schedule for such Awards then in effect,
       and upon vesting shall (x) in the case of stock options, become
       exercisable and (y) in the case of restricted Company securities, no
       longer be subject to forfeiture or any other conditions or restrictions
       on transfer.  Moreover, each such stock option that vests pursuant to the
       preceding sentence, together with any previously vested and unexercised
       stock options, shall be exercisable in accordance with their respective
       terms for a period of one (1) year following the date on which it becomes
       vested (or, in the case of any previously vested and unexercised options,
       one (1) year following the Date of Termination) or, if earlier, until the
       then scheduled expiration date(s) of such options."

   (e) Section 9(b) of the Agreement shall be amended in its entirety to read as
       follows:

               "(b)  Disability.  During any period that the Executive fails
       to perform his duties hereunder as a result of incapacity due to physical
       or mental illness, the Executive shall continue to receive his full Base
       Salary and any Incentive Compensation until the Executive's employment is
       terminated pursuant to Section 8(b) hereof, or until the Executive
       terminates his employment pursuant to Section 8(d)(ii) hereof, whichever
       first occurs.  Following such termination, the Executive shall be paid in
       equal monthly installments an amount equal to his Base Salary at the rate
       in effect at the time Notice of Termination is given until the later of
       one year after termination of his employment or the expiration of the
       Term (as in effect on the date of termination), plus any disability
       payments otherwise payable by or pursuant to plans provided by the
       Company.  In addition, the Executive shall be entitled to receive any
       amounts payable pursuant to any pension or employee benefit plan, life
       insurance policy or other plan, program or policy then maintained or
       provided by the Company to the Executive in accordance with the terms
       thereof.  In addition, all unvested Awards, including but not limited to
       stock options and/or unvested restricted Company securities, held by the
       Executive on the Date of Termination shall continue to vest in accordance
       with the vesting schedule for such Awards then in effect, and upon
       vesting shall (x) in the case of stock options, become exercisable and
       (y) in the case of restricted Company securities, no longer be subject to

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       forfeiture or any other conditions or restrictions on transfer.
       Moreover, each such stock option that vests pursuant to the preceding
       sentence, together with any previously vested and unexercised stock
       options, shall be exercisable in accordance with their respective terms
       for a period of one (1) year following the date on which it becomes
       vested (or, in the case of any previously vested and unexercised options,
       one (1) year following the Date of Termination) or, if earlier, until the
       then scheduled expiration date(s) of such options.  Notwithstanding
       anything in this section to the contrary, all such vesting of Awards
       shall discontinue immediately, and any unexercised options shall
       terminate and be cancelled immediately upon a breach by the Executive of
       the provisions of Section 7 hereof or the Executive's acceptance of
       employment with another entity."

   (f) Section 9(d)(C) of the Agreement shall be amended in its entirety to read
as follows:

          "(C)  in lieu of any further salary or bonus payments to the Executive
       for periods subsequent to the Date of Termination, and as a severance
       benefit to the Executive, a lump sum amount equal to the sum of (i) three
       (3) times the Executive's annual Base Salary in effect immediately prior
       to the occurrence of the circumstances giving rise to such termination,
       plus (ii) an amount equal to three (3) times the greater of (1) the
       average Annual Bonus paid to the Executive for the three years prior to
       the Date of Termination or (2) the amount of the most recent Annual Bonus
       paid to the Executive."

   (g) The first paragraph of Section 9(e) of the Agreement shall be amended in
its entirety to read as follows:

          "(e) Acceleration of Vesting; Sale of Shares.  Unless the Company
       terminates the Executive's employment for Cause, the Executive terminates
       his employment for other than Good Reason or the Executive's employment
       is terminated due to his death or Disability, upon (i) termination of the
       Executive's employment or (ii) a Change of Control, all unvested Awards,
       including, but not limited to stock options and/or restricted Company
       securities, held by the Executive on the Date of Termination shall
       immediately vest and upon vesting shall (x) in the case of stock options,
       become exercisable and (y) in the case of restricted Company securities,
       no longer be subject to forfeiture or any other conditions or
       restrictions on transfer.  Moreover, each such stock option that is
       deemed vested pursuant to the preceding sentence, together with any
       previously vested and unexercised stock options, shall be exercisable by
       the Executive in accordance with their respective terms for a period of
       one (1) year following the Date of Termination or the date of the Change
       in Control, as the case may be, or, if earlier, until the then scheduled
       expiration date(s) of such options.  The Company shall provide the
       Executive such cooperation and assistance as may reasonably be necessary
       to effect cashless exercises of any such stock option and the sale of any
       such restricted Company security beneficially owned by the Executive at
       the Date of Termination.  

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       Furthermore, upon a Change of Control caused by CBS Broadcasting Inc.
       ("CBS") or any of its affiliates, pursuant to the issuance of securities
       by the Company to CBS or any affiliate thereof, becoming the "beneficial
       owner" (within the meaning of Rule 13d-3 promulgated under the Exchange
       Act), directly or indirectly, of securities of the Company representing
       forty percent (40%) or more of the combined voting power of the Company's
       outstanding securities entitled to vote generally in the election of
       directors (a "CBS Change of Control"), in addition to the accelerated
       vesting of Awards as set forth in this Section 9(e), the Executive shall
       be entitled, in the Executive's sole discretion, upon written notice to
       the Company within 60 days after the date of the CBS Change of Control,
       to surrender any or all stock options then held by such Executive with an
       exercise price greater than the Fair Market Value (defined below) of the
       Company's common stock on the date of such CBS Change of Control to the
       Company in exchange for shares of common stock of the Company awarded
       pursuant to the Plan at an exchange rate of one share of common stock for
       every two options surrendered. For the purposes of this Agreement, the
       "Fair Market Value" of the Company's common stock as of any given date
       shall be (i) the closing sale price per share reported on a consolidated
       basis for the common stock as listed on the Nasdaq National Market or the
       principal stock exchange or market on which the common stock is traded on
       the date as of which such value is being determined or, if there is no
       sale on that date, then on the last previous day on which a sale was
       reported or (ii) if the common stock is not listed on an exchange or
       market, the fair market value of the common stock as determined by the
       Board."

   (h) Section 9(f) of the Agreement shall be amended in its entirety to read as
follows:

          "(f) Maintenance of Benefit.  Unless the Executive is terminated for
       Cause, the Company shall maintain in full force and effect, for the
       continued benefit of the Executive and/or his family for three (3) years
       after termination for any reason, all employee medical, health and
       hospitalization plans and programs in which the Executive and/or his
       family was entitled to participate in immediately prior to the Date of
       Termination provided that the continued participation of the Executive
       and/or his family is possible under the general terms and provisions of
       such plans and programs.  In the event that the participation of the
       Executive and/or his family in any such plan or program is barred, the
       Company shall arrange to provide the Executive and/or his family with
       benefits substantially similar to those which the Executive and/or his
       family would otherwise have been entitled to receive under such plans and
       programs from which his or their continued participation is barred."

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   (i) Section 12 of the Agreement shall be amended in its entirety to read as
follows:

          "12.  Notice.  All notices and other communications hereunder shall be
       in writing and shall be given by hand delivery to the other party or by
       registered or certified mail, return receipt requested, postage prepaid,
       addressed as follows:

          If to the Executive:



          If to the Company:  SportsLine.com, Inc.
                              2200 W. Cypress Creek Road
                              Fort Lauderdale, Florida 33309
                              Attn:  Board of Directors

       or to such other address as either party shall have furnished to the
       other in writing in accordance herewith.  Notices and communications
       shall be effective when actually received by the addressee."

   2.  EFFECTIVE DATE.  This Amendment shall be effective upon its execution by
the Company and the Executive.

   3.  COUNTERPARTS.  This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which, when
taken together, shall constitute one and the same instrument.

   4.  NO OTHER MODIFICATION.  Except as otherwise expressly modified by the
terms and provisions of this Amendment, the Agreement shall remain in full force
and effect, and is hereby in all respects confirmed and ratified by the parties
hereto.

   5.  REFERENCES TO AGREEMENT.  From and after the effective date hereof, each
reference in the Agreement to "this Agreement," "hereto," "hereunder" or words
of like import, and all references to the Agreement in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind and
nature shall be deemed to mean the Agreement as modified and amended by this
Amendment.

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   IN WITNESS WHEREOF, the Company and the Executive have executed this Second
Amendment to Amended and Restated Employment Agreement as of the date first
written above.

                                   SPORTSLINE.COM, INC


                                   By:  /s/ Kenneth W. Sanders
                                      ------------------------
                                      Kenneth W. Sanders
                                      President, Finance and Administration, and
                                      Chief Financial Officer



                                   /s/ Michael Levy
                                   ----------------
                                   Michael Levy

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