Premier Sports Information and Commerce Agreement - America Online Inc. and SportsLine.com Inc.


           THIRD AMENDMENT TO PREMIER SPORTS INFORMATION AND COMMERCE
                                   AGREEMENT

         This Third Amendment to Premier Sports Information and Commerce
Agreement (this "Amendment"), effective as of July 6, 2001 (the "Amendment
Date"), is made and entered into by and between America Online, Inc. ("AOL"), a
Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, VA
20166 and SportsLine.com, Inc. (f/k/a SportsLine, USA, Inc.) ("ICP"), a Delaware
corporation, with its principal offices at 2200 West Cypress Creek Road, Fort
Lauderdale, Florida 33309 (each a "Party", collectively, the "Parties"). The
Parties entered into a Premier Sports Information and Commerce Agreement,
effective as of October 1, 1998, as subsequently amended (the "Agreement"). AOL
and ICP now desire to renew the Agreement on the terms and conditions set forth
herein. All terms used in this Amendment but not defined herein shall have the
meanings given thereto in the Agreement. AOL and ICP hereby agree to amend the
Agreement as follows:

1.       General. References in the Agreement to "this Agreement" or "the
         Agreement" (including indirect references such as "hereunder,"
         "hereby," "herein" and "hereof") shall be deemed to be references to
         the Agreement as previously amended and as amended by this Amendment.
         References to the Effective Date in the Agreement shall be deemed to be
         a reference to October 1, 2001 during the Renewal Term (as defined
         below).

2.       Renewal. Notwithstanding the provisions of Section 8.1 A ("Term") and
         8.1B ("AOL Option") of the Agreement, the Parties agree to renew the
         Agreement upon the terms and conditions set forth in this Amendment.
         All terms and conditions set forth in the Agreement shall apply to the
         Renewal Term (as defined below) as such terms and conditions are
         amended in this Amendment. Unless otherwise expressly set forth herein,
         all terms and conditions set forth herein shall be applicable to the
         Renewal Term and not the Initial Term. Beginning on October 1, 2001,
         Section 8.1 shall be replaced in its entirety with the following:

         8.1      Term. This Agreement shall commence on October 1, 1998, and
                  continue until September 30, 2001 ("Initial Term"), unless
                  earlier terminated as provided herein. The Agreement shall be
                  renewed for a period of five (5) years, beginning on October
                  1, 2001 (the "Renewal Term"), unless earlier terminated as
                  provided herein.

         8.1.1    The Parties have entered into that certain Interactive Media
                  Rights Agreement dated as of July 6, 2001 by and among the
                  Parties, CBS Broadcasting, Inc. ("CBS") and NFL Enterprises
                  ("NFLE") with respect to the production, hosting and
                  monetization of NFL.com (the "NFL Agreement").

         8.1.2    AOL shall have the immediate right to terminate the Agreement
                  at any time during the Renewal Term in the event (a) of an
                  expiration or earlier termination of the NFL Agreement and/or
                  the CBS Agreement attached as Exhibit E-1, or (b) in the event
                  that AOL, CBS, NFLE or ICP individually or collectively is/are
                  no longer a party to the NFL Agreement; provided that AOL
                  gives ICP *** prior written notice thereof which, if
                  applicable, must be delivered no later than *** after such
                  expiration or termination of the NFL Agreement or such date on
                  which AOL, CBS, NFLE or ICP, as applicable, is/are no longer a
                  party to the NFL Agreement. In the event AOL withdraws from
                  the NFL Agreement pursuant to Section 24.8 of the NFL
                  Agreement (but not pursuant to any other provision of the
                  Agreement, including Section 29), the restrictions on ICP's
                  use of User Information set forth in this Agreement shall not
                  apply to ICP.

         8.1.3    Notwithstanding anything to the contrary in this Agreement, in
                  the event AOL or CBS withdraws from the NFL Agreement because
                  of a Change of Control of Viacom or one of the other parties
                  to the NFL Agreement as provided under

 
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                  Section 29 of the NFL Agreement, such termination shall effect
                  an automatic and contemporaneous termination of this
                  Agreement.

         8.1.4    In the event that the Agreement is still in effect as of July
                  31, 2004, but the NFL Agreement is not in effect or AOL or ICP
                  is no longer a party to the NFL Agreement, as of July 31,
                  2004, AOL shall have the right to terminate this Agreement,
                  effective September 30, 2004, by giving ICP written notice
                  thereof prior to ***.


3.       Section 1.1 Beginning on October 1, 2001, Section 1.1 ("Carriage;
         Placements; Promotions") shall be deleted in its entirety and replaced
         with the following:

         1.1      Carriage; Placements; Promotions. Beginning on October 1,
                  2001, AOL shall provide ICP with the promotions (the
                  "Promotions") set forth on Exhibit H, which Promotions shall
                  link to an ICP Internet Site(s). None of the Promotions may be
                  used to promote Fantasy Sports Products which are
                  substantially similar to the AOL Fantasy Sports Products as
                  defined in Exhibit E.

4.       Section 1.1.2 and 1.1.3. Beginning on October 1, 2001, Sections 1.1.2
         ("ROS Advertisements") and 1.1.3 ("AOL Promotion of ICP Commerce")
         shall be deleted in their entireties.

5.       New Section 1.1.2. Beginning on October 1, 2001, the following new
         section 1.1.2 shall be added to the Agreement:

         1.1.2.   Fantasy Sports Products. ICP shall provide the AOL Fantasy
                  Sports Products for the AOL Property(ies)as set forth in
                  Exhibit E. In the event the NFL Agreement expires, terminates
                  or AOL withdraws from the NFL Agreement (each an "NFL
                  Expiration") but provided AOL does not exercise its right to
                  terminate this Agreement, ICP shall provide Commissioner,
                  Fantasy and Challenge for Fantasy Sports Products for each NFL
                  playing season on the same terms and conditions as the AOL
                  Fantasy Sports Products (provided that, in the event there are
                  less than four (4) months between the NFL Expiration and the
                  commencement of the next NFL season, ICP shall provide a
                  framed version of each of the Commissioner, Fantasy and
                  Challenge Fantasy Sports Products for such season only);
                  except that, if the Fantasy Sports Products are offered for a
                  whole season, the Annual Registration Target shall be
                  increased by *** (which may be decreased by *** for
                  Commissioner, *** for Fantasy and *** for Challenge in the
                  event such games are subscription-based and AOL exercises its
                  right pursuant to Sub-section 7.4(b) or 7.4(c) herein). ICP
                  shall have the sole and exclusive right to sell all Fantasy
                  Advertising Inventory. ICP hereby grants AOL the right to sell
                  *** of the Fantasy Advertising Inventory. ICP shall have the
                  sole and exclusive right to sell all Fantasy Sponsorship
                  Inventory. The Parties acknowledge that as of June 15, 2001,
                  AOL has a valid and binding commitment to ***. (***
                  impressions per year during the Renewal Term) ("Preexisting
                  Third Party Fantasy Commitment"), with respect to Fantasy
                  Sponsorship Inventory. ICP agrees to make "feature" (e.g.
                  sponsorship of standings page) Fantasy Sponsorship Inventory
                  available to AOL to allow AOL to fulfill Preexisting Third
                  Party Fantasy Commitment (under no circumstances shall such
                  Fantasy Sponsorship Inventory include any "presenting" Fantasy
                  Sponsorship Inventory). The Parties shall coordinate with each
                  other their respective sales efforts in order to avoid
                  conflicts and/or confusion in the marketplace. AOL shall be
                  prohibited from running any Fantasy Advertising Inventory
                  which conflicts with any category exclusivity granted by ICP
                  with respect to Fantasy Sponsorship Inventory of which AOL has
                  been given written notice by ICP. ICP, exclusively, will
                  manage all Fantasy Advertising Inventory and Fantasy
                  Sponsorship Inventory through proprietary ICP or third party
                  advertising management software and tools as determined by ICP
                  in its sole discretion, unless ICP 

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                  elects, in its sole discretion, to permit AOL to serve and
                  manage its respective share of Fantasy Advertising Inventory.

6.       Section 1.1.4. Beginning on October 1, 2001, Section 1.1.4
         ("Guarantee") shall be replaced in its entirety with the following:

         During the Renewal Term, AOL shall provide ICP with at least ***
         Impressions from ICP's presence on the AOL Network (the "Aggregate
         Impressions Guarantee") and AOL shall use commercially reasonable
         efforts to deliver the Aggregate Impressions Guarantee Impressions
         evenly from year to year over the Renewal Term. At least *** of the
         Aggregate Impressions Guarantee shall be delivered on the Targeted
         Screens. For purposes of this Agreement, ICP's presence on an AOL
         screen shall conform to the specifications set forth on Exhibit D
         (each, an "ICP Presence"), provided that only screens that contain a
         Link to the ICP Internet Site(s), the Private Store or the AOL Fantasy
         Sports Products will count against the Aggregate Impressions Guarantee.
         In the event there is (or will be in AOL's reasonable judgement) a
         shortfall in the Aggregate Impressions Guarantee as of the end of the
         Renewal Term (a "Final Shortfall"), AOL shall provide ICP, by no later
         than *** following the expiration of the Renewal Term, as ICP's sole
         remedy, with Impressions on the AOL Network which are equal to or
         greater than the number of undelivered Impressions comprising the Final
         Shortfall (with allocation between Targeted Screens and Impressions, as
         applicable).

7.       Exhibit H. Beginning on October 1, 2001, Exhibit H ("Carriage") shall
         be deleted in its entirety and replaced with the amended Exhibit H set
         forth in Attachment 1.

8.       Section 1.2. Beginning on October 1, 2001, Section 1.2.1 ("Comparable
         Commerce Placements in the Event of a Redesign") shall be deleted in
         its entirety and the following shall be added after the proviso
         contained in the third sentence of Section 1.2.2 ("Content of
         Promotions") ("provided, however...Premier Products as a whole"):
         "Notwithstanding the foregoing, AOL may, upon payment by AOL to ICP of
         ***, delete the preceding proviso (which would have the affect of
         revoking (A) ICP's right to sell the Premier Products or Other
         Products, and (B) ICP's ability to promote the Premier Products and
         Other Products on the AOL Properties).

         The following shall be added to the end of Section 1.2.3:

         "ICP shall ensure that the Licensed Content within the ICP Internet
         Site (as defined herein), in the aggregate, is equal to the Content
         distributed by ICP, in the aggregate, in the same or similar
         category(ies) through any ICP Interactive Site(s) in all material
         respects, including without limitation, quality, breadth, depth,
         timeliness, functionality, features, prices of products and services
         and terms and conditions; provided that, such requirement shall not
         supercede other terms and conditions applicable to the ICP Internet
         Sites or Licensed Content under this Agreement."

9.       Sections 1.3, 1.4, 1.5. Except as provided for herein, during the
         Renewal Term, ICP shall not be entitled to any Premier Status or other
         exclusive or premier rights under the Agreement. As such, beginning on
         October 1, 2001, Sections 1.3 ("Premier Status"), 1.4 ("Permissible AOL
         Activities") and 1.5 ("No Bad Faith Circumvention") and any other terms
         and conditions of the Agreement related to ICP's Premier Status or any
         exclusive or premier right of ICP, shall be deleted in its entirety and
         of no further force or effect (the parties agree that nothing in this
         Section 9 shall be construed to limit ICP's right to sell Premier
         Products, subject to AOL exercising its option to revoke such right to
         sell pursuant to Section 1.2.2 of the Agreement as amended pursuant to
         Paragraph 8 of this Amendment). The following shall be added as a new
         Section 1.3 ("Premier Status"):

         "ICP shall be the Premier Fantasy Sports Game Provider on the Fantasy
         Channel (as defined in Exhibit E). As used herein, "Premier Fantasy
         Sports Game Provider" means that: (A) If AOL decides to have a new AOL
         branded Fantasy Sports Game built by a third party for inclusion in the
         Fantasy Channel ("New Games"), (i) AOL shall notify ICP thereof and ICP
         shall have the 

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         exclusive right to negotiate with AOL regarding such opportunity for a
         period of *** after the provision of such notice, and (ii) AOL will not
         enter into a definitive written agreement with any third party
         regarding such opportunity during such *** period, (B) AOL may not
         promote third party Fantasy Sports Products on the AOL Service Sports
         Channel which substantially replicate the interactive user game play
         experience of the AOL Fantasy Sports Products ("Competitive Fantasy
         Sports Products"), and (C) in the Fantasy Channel, the AOL Fantasy
         Sports Products, in the aggregate, shall be the most prominently
         promoted (i.e., in terms of size, position and number of Permanent
         placements on an aggregate basis) Fantasy Sports Products. Nothing
         contained herein shall limit in any way AOL's ability to promote
         Fantasy Sports Products developed, distributed and provided by ***
         and/or *** anywhere on the AOL Network, including without limitation,
         the Fantasy Channel.

10.      Sections 2.2(ii) and (iv), 2.4. and 2.5. Beginning on October 1, 2001,
         section 2.2(ii) and (iv), 2.4 and 2.5 shall be deleted in their
         entireties.

11.      Section 3.3. Beginning on October 1, 2001, Sections 3.3.1 through 3.3.5
         ("Carriage and Promotional Fee") shall not be applicable to the
         Promotions provided during the Renewal Term. Beginning on October 1,
         2001, the following Sections 3.3.6 and 3.3.7 shall apply to Promotions
         provided during the Renewal Term:

         3.3.6    In-Kind Programming and Promotion. ICP shall provide AOL with
                  the programming and promotional commitments specified on
                  Exhibits E and E-1 (the "ICP In-Kind Commitments"). Without
                  limiting any other rights or remedies available to AOL, AOL's
                  carriage, promotion and impressions commitments specified in
                  Section 1.1 herein are and will be contingent, upon provision
                  by ICP of the ICP In-Kind Commitments in accordance with
                  Exhibit E and Exhibit E-1.

         3.3.7    Renewal Term Carriage and Promotional Fee. ICP shall pay AOL
                  the following consideration (collectively, the "Renewal Term
                  Consideration"):

         (a) On or before July 18, 2001, ICP shall pay to AOL one million
         dollars ($1,000,000) in cash (the "Initial Cash Payment"), provided
         further that, if the Initial Cash Payment is not paid to AOL by July
         20, 2001, then AOL may terminate this Agreement, with no further
         liability or obligation on the part of either party;

         (b) On or before July 18, 2002, provided that notice of termination of
         this Agreement has not been given by AOL to ICP pursuant to Section 8.1
         prior to such date, ICP shall perform one of the following three
         obligations (ICP shall, in its sole option, elect which option it will
         perform, subject to the limitations set forth in Section 3.3.7(e)): (i)
         issue irrevocable instructions to its transfer agent to issue to AOL as
         soon as reasonably possible a number of shares of ICP Common Stock
         having a Fair Market Value (as defined herein) equal to $2,000,000;
         (ii) pay to AOL an amount in cash equal to $2,000,000; or (iii) a
         combination of (x) paying to AOL an amount in cash and (y) issuing
         irrevocable instructions to its transfer agent to issue to AOL as soon
         as reasonably possible a number of shares of ICP Common Stock having a
         Fair Market Value equal to $2,000,000 less the amount of cash paid
         pursuant to (iii)(x) (any shares of ICP Common Stock issued to AOL by
         ICP pursuant to this Section 3.3.7(b) shall be referred to herein as
         the "First Anniversary Shares");

         (c) On or before July 18, 2003, provided that notice of termination of
         this Agreement has not been given by AOL to ICP pursuant to Section 8.1
         prior to such date, ICP shall perform one of the following three
         obligations (ICP shall, in its sole option, elect which option it will
         perform, subject to the limitations set forth in Section 3.3.7(e): (i)
         issue irrevocable instructions to its transfer agent to issue to AOL as
         soon as reasonably possible a number of shares of ICP Common Stock
         having a Fair Market Value of $1,000,000; (ii) pay to AOL an amount in
         cash equal to $1,000,000; or (iii) a combination of (x) paying to AOL
         an amount in cash and (y) issuing irrevocable instructions to its
         transfer agent to issue to AOL as soon as reasonably possible a number
         of shares of ICP Common Stock having a Fair Market Value equal to
         $1,000,000 less the amount of cash paid 

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         pursuant to (iii)(x) (any shares of ICP Common Stock issued to AOL by
         ICP pursuant to this Section 3.3.7(c) shall be referred to herein as
         the "Second Anniversary Shares");

         (d) For purposes of this Section 3.3.7, "Fair Market Value" shall mean
         the average of the closing prices of the ICP Common Stock on the Nasdaq
         National Market (or if the ICP Common Stock is listed on a nationally
         recognized securities exchange, on the primary stock exchange on which
         it is listed) for the five (5) trading days ending on July 17, 2002 (or
         if such date is not a trading day, the next preceding trading day),
         with respect to the First Anniversary Shares or July 17, 2003 (or if
         such date is not a trading day, the next preceding trading day), with
         respect to the Second Anniversary Shares, as applicable;

         (e) In no event shall ICP issue to AOL pursuant to either Section
         3.3.7(b) or Section 3.3.7(c) (i) a number of shares of ICP Common Stock
         which would result in AOL becoming the beneficial holder of more than
         *** of the outstanding shares of ICP Common Stock on a fully diluted
         basis as of the date of such issuance, including the shares of ICP
         Common Stock to be issued to AOL on such date and assuming the
         conversion or exercise of all securities held by AOL that are
         convertible into or exchangeable for ICP Common Stock; provided,
         however, that in making such determination only securities issued to
         AOL by ICP shall be considered in making such calculation or (ii) any
         shares of ICP Common Stock if the ICP Common Stock is not admitted for
         quotation on the Nasdaq National Market or listed and traded on a
         nationally recognized securities exchange.

         (f) ICP covenants and agrees that the ICP Common Stock which ICP issues
         pursuant to this Section 3.3.7 will, upon issuance, be (i) validly
         issued, fully paid and non-assessable and free from all taxes,
         preemptive rights, liens and charges with respect to the issuance
         thereof, (ii) admitted for quotation on the Nasdaq National Market or
         listed on the nationally recognized securities on which the ICP Common
         Stock is then listed and traded and (iii) will be represented by a duly
         authorized and executed certificate or certificates bearing no legend
         other than the one described in paragraph (g)(ii) below. ICP further
         covenants and agrees that ICP will at all times have authorized and
         reserved a sufficient number of shares of its Common Stock to provide
         for the issuance of the shares of ICP Common Stock to AOL (less any
         number of shares already issued pursuant to this Agreement). In the
         event ICP elects to issue shares of ICP Common Stock to AOL pursuant to
         either Section 3.3.7(b) or Section 3.3.7(c), it shall use its best
         efforts to deliver, or cause its transfer agent to deliver, to AOL
         certificates representing the shares of ICP Common Stock to be so
         issued as soon as reasonably possible after issuing the irrevocable
         instructions referred to in Section 3.3.7(b) or 3.3.7(c), as the case
         may be, but in any event no later than five business days after the
         issuance of such instructions, and shall treat AOL as the holder of
         such shares for all purposes from the date of the issuance of such
         instructions.

         (g) AOL Representations, Warranties and Covenants

            (i) AOL covenants and agrees that any shares of ICP Common Stock it
            acquires pursuant hereto shall be acquired solely for its own
            account and not for the account or beneficial interest of any other
            person, and the ICP Common Stock will not be acquired with a view to
            any distribution in violation of the Securities Act of 1933, as
            amended (the "Securities Act") or the securities laws of any state
            of the United States or any other applicable jurisdiction;

            (ii) AOL acknowledges that to the extent ICP issues any shares of
            ICP Common Stock pursuant hereto (a) the offer and sale of such ICP
            Common Stock will not have been registered under the Securities Act
            or applicable state securities laws and that the ICP Common Stock so
            issued may not be sold, transferred, pledged or otherwise disposed
            of unless subsequently so registered or unless registration under
            the Securities Act and any applicable state securities laws is not
            required; and (b) any certificate evidencing the ICP Common Stock
            shall bear a customary legend regarding the foregoing; and

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            (iii) AOL represents that it is an "accredited investor" as defined
            in Rule 501 of Regulation D promulgated under the Securities Act and
            has such knowledge and experience in business, financial and
            investment matters that it is capable of evaluating the merits and
            risks of an investment in the ICP Common Stock.

(h)      Forfeiture upon Termination. In the event that this Agreement is
terminated by AOL prior to July 18, 2004 for any reason other than as a result
of a material breach of the Agreement by ICP, then AOL shall pay to ICP within
fifteen (15) days after the date this Agreement is so terminated (a "Termination
Date") an amount in cash as specified below:

            (i) In the event this Agreement is terminated at any time prior to
            July 18, 2002, an amount in cash equal to the product of (i) the
            amount of the Initial Cash Payment times (ii) a fraction the
            numerator of which is the difference between 365 and the number of
            days from and including July 18, 2001 to but excluding the date of
            any such termination and the denominator of which is 365.

            (ii) In the event this Agreement is terminated at any time after
            July 18, 2002 and prior to July 18, 2003, an amount in cash equal to
            the product of (i) $2,000,000, times (ii) a fraction the numerator
            of which is the difference between 365 and the number of days from
            and including July 18, 2002 to but excluding the date of any such
            termination and the denominator of which is 365.

            (iii) In the event this Agreement is terminated at any time after
            July 18, 2003 and prior to July 18, 2004, an amount in cash equal to
            the product of (i) $1,000,000, times (ii) a fraction the numerator
            of which is the difference between 366 and the number of days from
            and including July 18, 2003 to but excluding the date of any such
            termination and the denominator of which is 366.

      (i)   Incidental Registration Rights.
            ------------------------------

            (i) If, at any time, ICP proposes to file any registration statement
            under the Securities Act for sale to the public, whether for its own
            account or for the account of other security holders or both (except
            with respect to registration statements on Form S-8 or its then
            equivalent, Form S-4 or its then equivalent, or any form that is not
            available for registering the Registrable Securities (as defined
            below) for sale to the public), each such time it will notify AOL in
            writing at least fifteen (15) days prior to such filing and will
            afford AOL an opportunity to include in such registration statement
            all or any part of the Registrable Securities then held by AOL. Upon
            the written request of AOL, received by ICP within ten (10) days
            after the giving of any such notice by ICP, to include in the
            registration all or any part of the Registrable Securities, ICP will
            use best efforts to cause the Registrable Securities as to which
            registration shall have been so requested to be included in the
            securities to be covered by the registration statement proposed to
            be filed by ICP, all to the extent and under the condition such
            registration is permitted under the Securities Act.

            (ii) If a registration statement under which ICP gives notice under
            this Section to AOL is for an underwritten offering, then ICP shall
            so advise AOL and the right of AOL to be included in such
            registration statement shall be conditioned upon AOL's participation
            in such underwriting and the inclusion of the Registrable Securities
            in the underwriting to the extent provided herein. AOL, if proposing
            to distribute any portion of the Registrable Securities through such
            underwriting, shall enter into an underwriting agreement in
            customary form for unaffiliated selling shareholders with the
            managing underwriter(s) selected for such underwriting by ICP.
            Notwithstanding anything herein to the contrary, if such managing
            underwriter(s) determine in good faith that marketing factors
            require a limitation of the number of shares to be underwritten,
            then the managing underwriter(s) may exclude shares (including the
            Registrable Securities) from the 

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            registration and underwriting, and the number of shares that may be
            included in the registration and underwriting shall be allocated,
            first, to a party exercising any contractual right to cause the
            preparation of the registration statement by ICP; second, to ICP;
            and third, pro rata among all existing holders of registration
            rights, including AOL.

            (iii) All expenses incurred by ICP in connection with a registration
            pursuant to this Section, including all federal and "blue sky"
            registration and qualification fees, printing expenses and fees and
            disbursements of counsel and accountants for ICP shall be borne by
            ICP. If AOL participates in a registration pursuant to this Section,
            it shall bear the fees and expenses, if any, of its own counsel and
            any and all underwriters' or brokers' discounts, sales commissions
            or other selling expenses in connection with the sale of any
            Registrable Securities.

            (iv) For purposes of this Section, the term "Registrable Securities"
            shall mean any shares of ICP Common Stock issued by ICP to AOL (and
            any other securities received in exchange or upon conversion thereof
            (whether issued by ICP or a successor or otherwise)).
            Notwithstanding the foregoing, Registrable Securities shall not
            include (i) any shares of ICP Common Stock which have been (i)
            registered under the Securities Act pursuant to an effective
            registration statement filed thereunder and disposed of in
            accordance with the registration statement covering them, (ii)
            shares of ICP Common Stock which have been publicly sold pursuant to
            Rule 144 under the Securities Act, or (iii) securities which would
            otherwise be Registrable Securities to the extent AOL is then
            permitted to sell all of such securities within any three (3) month
            period pursuant to Rule 144 if such securities constitute less than
            one percent of the ICP's outstanding equity securities. At any time
            that any shares of ICP Common Stock beneficially owned by AOL cease
            to be Registrable Securities, cease to be restricted securities
            under the Securities Act or shall be eligible for sale pursuant to
            Rule 144(k), ICP shall remove any legend on the certificates
            representing such securities.

            (v) The rights granted pursuant to this Section shall terminate upon
            any termination of this Agreement by AOL other than as a result of a
            material breach by ICP.

12.      Exhibits E and E-1. Beginning on October 1, 2001, Exhibit E ("Detailed
         Schedule and Bona-Fide Value of ICP In-Kind Commitments"), Exhibit E-1
         ("ICP In-Kind Commitments") and Exhibit K ("Specimen Warrant
         Agreement") shall be replaced in their entireties with amended Exhibits
         E and E-1 as set forth in Attachments, 2 and 3 respectively.

13.      Section 3.7. Section 3.7 ("Payments") of the Agreement shall be
         replaced in its entirety with the following paragraph:

         Payments; Payment Contact.  ***

14.      Section 4.3A. During the Renewal Term, Section 4.3A shall be deleted in
         its entirety.

15.      Section 5.2. During the Renewal Term, Section 5.2 shall be deleted in
         its entirety and replaced with the following:

         ICP shall create an ICP Internet Site(s) (i.e. framed versions of the
         Private Store and the Generally Available Site(s)) for each of the AOL
         Service, AOL.com, Digital City Service, the CompuServe Service,
         Netscape and ICQ.com. ICP shall display the applicable standard header
         and footer for each AOL Property on each page of the ICP Internet Site
         for such AOL Property in accordance with the applicable AOL Property's
         then-current header of footer specifications; provided that, AOL will
         not require ICP to change such headers and footers more than every six
         (6) months during the Renewal Term. Notwithstanding anything herein to
         the contrary, there shall be no advertising or promotions of any kind
         within the frames of the ICP Internet Site; .provided that, this
         sentence shall not prevent AOL from inserting navigational elements
         (associated with the 

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         applicable AOL Property) and links in such frames, which elements and
         links shall link only to areas on the applicable AOL Property.

16.      Sections 6.4, 6.5 and 6.6. Section 6.4 ("Real Fans"), 6.5 ("Interim
         Production") and 6.6 ("AOL.com") shall be deleted in their entireties.

17.      Section 7. Beginning on October 1, 2001, Section 7 ("Revenue Sharing")
         shall be replaced in its entirety with the following:

7.1      Transaction Revenues. Commencing on February 1, 2002, ICP shall pay AOL
         *** of Net Transaction Revenues. ICP shall pay AOL *** of all AOL
         Fantasy Sports Products Subscription Revenue.

7.2      Advertising Revenues on Fantasy Sports Products. Each Party shall
         retain one hundred percent of revenues generated from the respective
         Party's sale of its respective share of Fantasy Advertising Inventory.
         ICP shall retain one hundred percent of revenues generated from Fantasy
         Sponsorship Inventory, except for Pre-Existing Third Party Fantasy
         Commitments.

7.3      AOL Fantasy Sports Registrations. For each year during the Renewal Term
         in which there are less than *** Registrations (the "Annual
         Registration Target") for the AOL Fantasy Sports Products, beginning
         with the twelve month period beginning on the date that the first AOL
         Fantasy Sports Game is launched on the AOL Service(each an "Annual
         Fantasy Shortfall"), AOL shall pay ICP an amount in accordance with the
         following formula: *** less the actual number of Registrations) times
         ***; provided that, all of the AOL Fantasy Sports Products are launched
         on the AOL Properties at least *** prior to the start of their
         respective seasons with respect to Commissioner and Fantasy AOL Fantasy
         Sports Products and at least *** prior to the start of their respective
         seasons for all other AOL Fantasy Sports Products (unless such delay is
         primarily attributable to AOL). For purposes of this Agreement, a
         "Registration" means (a) a registration by each unique AOL User for the
         free AOL Fantasy Sports Products with respect to each respective sport
         regardless of the number of AOL Fantasy Sports Products with respect to
         each respective sport for which such unique AOL User registers (e.g. a
         registration for two separate AOL Fantasy Sports Products for baseball
         and two separate AOL Fantasy Sports Products for basketball by the same
         unique AOL User shall constitute two Registrations), and (b) with
         respect to AOL Fantasy Sports Products Subscription Services, each ***
         actually collected with respect to AOL Fantasy Sports Products
         Subscription Services Revenue (as defined herein) (e.g. *** dollars
         collected for a basketball AOL Fantasy Sports Products Subscription
         Services shall comprise *** Registrations). The Annual Registration
         Target shall be reduced for the applicable year in accordance with the
         following:


            -----------------------------------------------------------------
            SPORT                AOL FANTASY SPORTS     REDUCTION IN ANNUAL
                                 PRODUCT WHICH ICP      REGISTRATION TARGET
                                 ELECTS TO MIGRATE
                                 TO AN AOL FANTASY
                                 SPORTS PRODUCT
                                 SUBSCRIPTION
                                 SERVICES AND WHICH
                                 AOL ELECTS NOT TO
                                 OFFER TO AOL USERS
            -----------------------------------------------------------------
            Baseball             Fantasy                ***

            -----------------------------------------------------------------
            Baseball             Challenge              ***
            -----------------------------------------------------------------
            Baseball             Commissioner           ***
            -----------------------------------------------------------------

                                       8

 
 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

            Hockey               Fantasy                ***
            --------------------------------------------------------------
            Hockey               Commissioner           ***
            --------------------------------------------------------------
            Basketball           Fantasy                ***
            --------------------------------------------------------------
            Basketball           Commissioner           ***
            --------------------------------------------------------------
            NCAA Basketball      Brackets Pool          ***
                                 Challenge
            --------------------------------------------------------------
            NCAA Basketball      Brackets Pool          ***
                                 Manager
            --------------------------------------------------------------
            Golf                 Challenge              ***
            --------------------------------------------------------------
            Auto Racing          Challenge              ***
            --------------------------------------------------------------

            AOL shall own the AOL Fantasy Sports Products database but hereby
            grants ICP a perpetual license to such database to ICP to use for
            any ICP business purpose so long as ICP's use and disclosure of
            information contained within the database complies with the terms
            and conditions set forth in this Agreement, including without
            limitation, the applicable privacy policy under which such data was
            collected.

      7.4   As of the Amendment Date, it is anticipated that the AOL Fantasy
            Sports Game shall be offered to the public without imposition of any
            fees to end users of the AOL Fantasy Sports Game. Each of the AOL
            Fantasy Sports Products listed in Exhibit E shall be offered to AOL
            Users free of charge for *** such AOL Fantasy Sports Products are
            offered to AOL Users pursuant to this Agreement. Subsequent to each
            such ***, as applicable, ICP may, in its sole and exclusive
            discretion, elect to migrate selected products of the AOL Fantasy
            Sports Products (including, without limitation, all of the AOL
            Fantasy Sports Products) to a fee-based product ("AOL Fantasy Sports
            Products Subscription Services"); provided that, ICP (i) shall not
            migrate any AOL Fantasy Sports Products in the middle of the
            applicable sports season, and (ii) ICP will display AOL-provided
            messaging with respect to notice of the change in pricing terms that
            AOL believes is reasonably necessary for AOL to comply with its
            legal obligations for a period of at least *** days prior to the
            date any fee is charged for such AOL Fantasy Sports Subscription
            Services. ICP agrees to provide AOL *** months prior written notice
            (such notice may be given as of the Amendment Date) with respect to
            which AOL Fantasy Sports Products ICP intends to migrate to AOL
            Fantasy Sports Products Subscription Services and AOL shall have ***
            days from such notice to elect: (a) to promote such AOL Fantasy
            Sports Product on the AOL Service in accordance with this Agreement
            by providing ICP written notice; (b) not to promote such AOL Fantasy
            Sports Product on the AOL Service by providing ICP written notice
            (in such event, ICP shall be excused from producing such AOL Fantasy
            Sports Product, such AOL Fantasy Sports Product included in such
            subscription service shall no longer be considered AOL Fantasy
            Sports Products,(accordingly, ICP shall no longer be afforded the
            rights of Premier Fantasy Sports Products Provider solely with
            respect to such former AOL Fantasy Sports Products) and the Annual
            Registration Target shall be reduced in accordance with this
            Agreement); or (c) promote the comparable SPLN Fantasy Sports
            Product in accordance with this Agreement by providing ICP written
            notice (in such event, ICP shall be excused from producing such AOL
            Fantasy Sports Product, such AOL Fantasy Sports Product included in
            such subscription service shall no longer be considered AOL Fantasy
            Sports Products and the Annual Registration Target shall be reduced
            in accordance with this Agreement); provided that if AOL fails to
            provide ICP with written notice of its election in accordance with
            the foregoing within such *** day election period, AOL shall be
            deemed to have elected option (a) in accordance with the foregoing
            and shall, accordingly, promote such AOL Fantasy Sports Product on
            the AOL Service. Notwithstanding the foregoing, with respect to any
            AOL Fantasy Sports Product Subscription Services distributed on the
            AOL Service, AOL may, during the Renewal Term, elect to cease
            distributing such AOL Fantasy Sports Product Subscription Services
            on the AOL Service by providing ICP *** months prior written notice
            thereof (in such event, ICP shall be excused from producing such AOL
            Fantasy Sports Product Subscription Services, AOL Fantasy Sports
            Products included in such subscription


              

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 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

            service shall no longer be considered AOL Fantasy Sports Products
            and the Annual Registration Target shall be reduced in accordance
            with this Agreement. All fees for AOL Fantasy Sports Products
            Subscription Services shall be determined in the sole and exclusive
            discretion of ICP, provided that such fees shall in all events be
            equivalent to fees for similar SPLN Fantasy Products; provided,
            however, ICP may not charge for any AOL Fantasy Sports Product if
            ICP offers a Competitive Fantasy Sports Product for free on any
            interactive site or area.

18.   Section 8.4. During the Renewal Term, the first sentence of Section 8.4
      ("Site and Content Preparation") shall be replaced with the following
      sentence:

      ICP shall achieve Site and Content Preparation on or before October 1,
      2001.

19.   Section 8.5. The third sentence of Section 8.5 ("Termination on Change of
      Control"), including without limitation, clauses (a)-(d), shall be deleted
      in its entirety. The following shall be added to the end of Section 8.5:

      Without limiting any right of AOL hereunder, in the event of any Change of
      Control of Sportsline, CBS or Viacom, or other transaction, in either case
      which results in Sportsline, CBS or Viacom controlling or being controlled
      by (a) ***, (b) any *** provider of internet access or connectivity, and
      (c) any provider of internet access or connectivity with more than ***
      users, AOL may terminate this Agreement by providing *** days prior
      written notice of such intent to terminate. In addition, notwithstanding
      anything to the contrary in this Agreement, ICP may not assign this
      Agreement to an Interactive Service or any entity controlling or
      controlled by an ***.

20.   Section 8.6. Beginning on October 1, 2001, Section 8.6 ("Adjustment to
      Consideration Upon Termination of Premier Status") shall be deleted in its
      entirety.

21.   Section 9. Section 9 ("Premier Relationship with ICP Competitors;
      Broadband") shall be deleted in its entirety.

22.   Section 10. Beginning on October 1, 2001, Section 10(a) ("Additional
      Opportunities Defined Granted to ICP") shall be deleted in its entirety.

23.   Exhibit B-Definitions. Beginning on October 1, 2001, the following
      definitions, if they exist in Exhibit B, shall be replaced in their
      entireties with the following applicable definitions, or, if they do not
      exist in Exhibit B, they shall be added to Exhibit B:

      AOL Fantasy Sports Product Subscription Services Revenue. Gross Revenues
      actually collected by ICP for AOL Fantasy Sports Products Subscription
      Services less applicable taxes, credit card processing fees, charge backs,
      coupons, and customer discounts.

      AOL Property(ies). The AOL Service, AOL.com, Digital City Service, the
      CompuServe Service, Netscape, and ICQ.

      Affiliate. Any distributor or franchisee of AOL, or an entity that,
      directly or indirectly, controls, is controlled by, or is under common
      control with AOL, including any entity in which AOL holds, directly or
      indirectly, at least a *** equity interest.

      Commerce Promotions. All Promotions for ICP's Products and/or the Private
      Store pursuant to this Agreement.

      Programming Content and Screens. The Content and screens comprising the
      AOL Programming, the AOL.com Programming, the CompuServe Programming, the
      Digital City Programming, the Netscape Programming and the ICQ
      Programming.

                                       10

 
 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

      Fantasy Advertising Inventory. Banner advertising inventory, "sweet spots"
      and other non-persistent advertising placements within the AOL Fantasy
      Sports Products.

      Fantasy Sports Products. Fantasy Sports Games and Fantasy Tools.
      
      Fantasy Sponsorship Inventory. All non-rotating persistent (for the
      duration of the flight) advertising placement within the AOL Fantasy
      Sports Products.

      Fantasy Sports Games. Team-management or athlete-management games in which
      a player oversees real-life sports players, events or franchises for all
      or any part of a simulated "season" of sports contests, but the gameplay
      of which is not centered on graphical simulations of sports contests.

      Fantasy Tools. Fantasy commissioner utilities and fantasy support
      applications.

      Generally Available Site(s). The Internet sites (or any successors
      thereto), currently located at the following addresses:
      http://cbs.sportsline.com, http://www.igogolf.com, http://www.golfweb.com,
      http://www.sportsline.com, and http://www.commissioner.com and any other
      mutually agreed upon sites which are managed, maintained or owned by ICP
      or its agents or to which ICP licenses information, Content or other
      materials, including, by way of example and without limitation, a channel
      or area delivered through a "push" product such as the Pointcast Network
      or interactive environment such as Microsoft's proposed "Active Desktop."

      Gross Transaction Revenues. ***

      ICP Interactive Site. Any interactive site or area (other than Programming
      Content and Screens and the ICP Internet Site), which is managed,
      maintained or owned by ICP or its agents or to which ICP provides and/or
      licenses information, Content or other materials.

      ICP Internet Site(s). Collectively, the Private Store and each version of
      the Generally Available Sites that are framed with the appropriate header
      and footer for each of the AOL Property(ies) in accordance with this
      Agreement.

      ICQ.com. ICQ's primary Internet-based English language interactive site
      marketed under the "ICQ.com" brand, specifically excluding (a) the ICQ
      brand communications and messaging service, (b) any international
      /non-English language versions of such site, (c) "ICQ It!" or any other
      independent product or service offered by or through such site or any
      other ICQ Interactive Site, (d) any programming or Content area offered by
      or through such site over which ICQ does not exercise complete operational
      control (including, without limitation, Content areas controlled by other
      parties and user-created Content areas), (e) any yellow pages, white
      pages, classifieds or other search, directory or review services or
      Content offered by or through such site or any other ICQ Interactive Site,
      (f) any property, feature, product or service which ICQ or its affiliates
      may acquire subsequent to the Effective Date and (g) any other version of
      an ICQ Interactive Site which is materially different from ICQ's primary
      Internet-based English language Interactive Site marketed under the
      "ICQ.com" brand, by virtue of its branding, distribution, functionality,
      Content and services, including, without limitation, any co-branded
      versions and any version distributed through any broadband distribution
      platform or through any platform or device other than a desktop personal
      computer.

      Interactive Service. ***

      Netscape. Netscape Communications Corporation's primary Internet-based
      Interactive Site marketed under the "Netscape NetcenterSM" brand,
      specifically excluding (a) the AOL Service and the CompuServe Service, (b)
      AOL.com and CompuServe.com, (c) any international versions of such site
      and/or any non-English language based feature or area of such site, (d)
      "ICQ," "AOLSearch," "You've Got Pictures," "Shop @," "My News," "AOL
      PlusSM," "AOL Instant 

                                       11

 
 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

      Messenger," "AOL NetMail," "AOL Hometown," "My News," "Digital City," or
      any similar independent product or service offered by or through such site
      or any other AOL Interactive Site, (e) any programming or Content area
      offered by or through such site over which AOL does not exercise complete
      operational control (including, without limitation, Content areas
      controlled by other parties and member-created Content areas), (f) any
      programming or Content area offered by or through the U.S. version of the
      America Online brand service which was operated, maintained or controlled
      by the former AOL Studios division (e.g., Electra), (g) any yellow pages,
      white pages, classifieds or other search, directory or review services or
      Content offered by or through such site or any other AOL Interactive Site,
      (h) any property, feature, product or service which AOL or its affiliates
      may acquire subsequent to the Effective Date and (i) any other version of
      an AOL or Netscape Communications Corporation Interactive Site which is
      materially different from Netscape Communications Corporation's primary
      Internet-based Interactive Site marketed under the "Netscape
      Netcenter(TM)" brand, by virtue of its branding, distribution,
      functionality, Content or services, including, without limitation, any
      co-branded versions and any version distributed through any broadband
      distribution platform or through any platform or device other than a
      desktop personal computer (e.g. Custom NetCenters built specifically for
      third parties).

      Net Transaction Revenues.  ***

      Online Playable Games. Games that can be played Online or which have
      Online component. Online Playable Games will not include mere head-to-head
      play of offline games without the necessity of any server-based
      component(s) (i.e., where two people play a packaged goods Game by direct
      dial connection, unless the direct dial information was provided by an
      Online matching service). As used herein, (a) "Online" shall mean modes of
      digital or analog communication in which two or more parties have
      established a circuit (or virtual circuit) usable for two-way
      transmissions. By way of example and not limitation, games that are
      playable Online are games where multiple users are playing the same game
      from different locations, or games where the client uses interaction with
      a server or another client as a part of the game-playing experience. Games
      which can be played completely offline, whose Online component is merely
      incidental to the experience (e.g., for downloading, purchasing or
      registering the product), are not Games playable Online, and "Game" shall
      mean electronic forms of entertainment or sports played according to
      rules. For purposes of clarity, Online Playable games do not include
      Fantasy Sports Products.

      Press Release.  A press release or other public statement.

      Product. A Premier Product, Other Product or any other product, good or
      service which ICP (or others acting on its behalf or as distributors)
      offers, sells, provides, distributes or licenses to AOL Users or AOL
      Purchasers, including without limitation, club memberships, ICP Membership
      or Premium Service, directly or indirectly through the ICP Internet
      Site(s) (including through the Private Store and/or any ICP Internet Site
      linked thereto.

      SPLN Fantasy Sports Products. All SportsLine-branded Fantasy Sports
      Products and all Fantasy Sports Products distributed on or through the
      Generally Available Site(s).

      Targeted Screens. Any screens upon which ICP receives placement pursuant
      to Exhibit H and the following channels or screens on the AOL Service and
      their counterparts on each of the AOL Properties: the Shopping Channel,
      the Sports Channel, Women's Sports, Teen's Sports, Kid's Only Sports,
      Men's, News and network level screens, including without limitation, "AOL
      Today", "Thank You", "Welcome" (and specific successor channels and
      screens) and any other channel or screen approved by ICP, which approval
      will not be unreasonably withheld or delayed.

22.   Exhibit C. Beginning on October 1, 2001, the following terms, if they
      exist in Exhibit C, shall be replaced in their entireties with the
      following applicable terms, or, if they do not exist in Exhibit C, they
      shall be added to Exhibit C:

                                       12

 
 CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

      Changes to AOL Service. AOL reserves the right to redesign or modify the
      organization, structure, "look and feel," navigation and other elements of
      the AOL Properties. In the event such redesign or modifications materially
      affect the Promotions, AOL will, as ICP's sole remedy, consult with ICP
      regarding such redesigns and work with ICP in good faith to provide ICP
      with *** ("Make Good Placements").

      Indemnity. The Parties agree to add the following sentence to this
      provision at the end of the first paragraph: "In addition, ICP will
      defend, indemnify, save and hold harmless AOL and AOL's officers,
      directors, agents, affiliates, distributors, franchisees and employees
      from any and all Liabilities arising out of or in any way related to a
      third party claim (expressly excluding any and all Affiliate claims) with
      respect to the Licensed Content (expressly excluding AP feeds,
      SportsTicker feeds and AOL User generated content))and AOL's use of the
      Licensed Content (expressly excluding AP feeds, SportsTicker feeds and AOL
      User generated content)) in accordance with this Agreement. Without
      limiting the foregoing, ICP shall not, in any event, be obligated to
      indemnify AOL for any Licensed Content substantively modified by AOL to
      the extent such third party claim results directly and solely from such
      AOL modification.

      Export Controls. Each Party shall comply with all applicable laws,
      regulations and rules relating to the export of commodities, software or
      technical data, and shall not export or re-export any commodities,
      software or technical data, any products received from the other Party or
      the direct product of such commodities, software or technical data, to any
      proscribed country, party or entity listed in such applicable laws,
      regulations and rules, unless properly authorized by the U.S. Government.

      No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
      NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
      REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL
      NETWORK, ANY AOL PUBLISHING TOOLS, THE ICP INTERNET SITE(S) AND/OR THE
      PRIVATE STORE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
      FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM
      COURSE OF DEALING OR COURSE OF PERFORMANCE OR NONINFRINGEMENT. WITHOUT
      LIMITING THE GENERALITY OF THE FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY
      WARRANTY REGARDING THE PROFITABILITY OF AOL NETWORK OR THE ICP INTERNET
      SITE(S) OR PRIVATE STORE.

      Promotional Materials/Press Releases. The following shall be added to the
      end of this section:

      Notwithstanding anything to the contrary in this Agreement, each Party
      will submit to the other Party, for its prior written approval, which will
      not be unreasonably withheld or delayed, any Press Release regarding the
      transactions contemplated hereunder, provided that, subsequent to the
      initial Press Release, factual references by either Party to the existence
      of a business relationship between the Parties in oral public statements
      shall not require approval of the other Party. Notwithstanding the
      foregoing, either Party may issue Press Releases and other disclosures as
      required by law, rule, regulation or court order or as reasonably advised
      by legal counsel without the consent of the other Party and in such event,
      the disclosing Party will provide at least five (5) business days prior
      written notice of such disclosure.

23.   Section 8.6. The following new Section 8.6 shall be added to the
      Agreement:

      8.6   Termination of Netscape Agreement.  ***

24.   Attachments. Beginning on October 1, 2001, all Attachments attached hereto
      are hereby incorporated by reference and made a part of the Agreement.

25.   Co-branded Suite.  ***

                                       13

 
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             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.

26.   Order of Precedence. This Amendment is supplementary to and modifies the
      Agreement. The terms of this Amendment supersede provisions in the
      Agreement only to the extent that the terms of this Amendment and the
      Agreement expressly conflict. However, nothing in this Amendment should be
      interpreted as invalidating the Agreement, and provisions of the Agreement
      will continue to govern relations between the parties insofar as they do
      not expressly conflict with this Amendment. All capitalized terms not
      defined in this Amendment shall have the meaning given them in the
      Agreement.

                                  [END OF PAGE]

                                       14

 
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             EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION.


27.   Counterparts. This Amendment may be executed in counterparts, each of
      which shall be deemed an original and all of which together shall
      constitute one and the same document.

      IN WITNESS WHEREOF, the parties hereto, each acting under due and proper
authority, have executed this Agreement as of the date first written above.

AMERICA ONLINE, INC.                       SPORTSLINE.COM, INC.


By:   /s/ Jonathan Edson                   By:   /s/ Michael Levy              
    --------------------------------           ---------------------------------

Print Name:       Jonathan Edson           Print Name:     Michael Levy      
            ------------------------                   -------------------------

Title:      VP - Business Affairs          Title:      President and CEO       
       -----------------------------              ------------------------------

                                       15