Registration Rights Agreement - Invemed Catalyst Fund LP and World Wrestling Federation Entertainment Inc.


                          REGISTRATION RIGHTS AGREEMENT

                                 by and between

                           INVEMED CATALYST FUND, L.P.

                                       and

                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.

                              Dated August 30, 2001


                  REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") dated August
___, 2001 by and between Invemed Catalyst Fund, L.P., a Delaware limited
partnership ("ICF") and World Wrestling Federation Entertainment, Inc., a
Delaware corporation (the "COMPANY").

                              W I T N E S S E T H :

                  WHEREAS, ICF and Vincent K. McMahon in his capacity as trustee
on behalf of the Vincent K. McMahon Irrevocable Trust (the "SELLER") has entered
into a Stock Purchase Agreement, dated as of the date hereof (such Stock
Purchase Agreement, as amended or otherwise modified from time to time, the
"PURCHASE AGREEMENT"), pursuant to which the Seller has sold, and ICF has
purchased 1,886,793 shares of Class A Common Stock, par value $0.01 per share,
of the Company (the "COMMON SHARES").

                  WHEREAS, in order to induce ICF to enter into the Stock
Purchase Agreement, the board of directors of the Company has authorized and
approved the grant by the Company of certain registration rights in respect of
the Registrable Securities (as defined below) on the terms and subject to the
conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual agreements contained herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

                  As used in this Agreement, the following terms shall have the
following meanings:

                  "AFFILIATE" shall mean (i) with respect to any Person, any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such Person, which shall be deemed to include
for ICF, any general or limited partner or member of ICF, and (ii) with respect
to any individual, shall also mean



                                                                               2

the spouse, sibling, child, stepchild, grandchild, niece, nephew or parent of
such Person, or the spouse thereof.

                  "BLACKOUT NOTICE" shall have the meaning set forth in Section
2.6.

                  "BLACKOUT PERIOD" shall have the meaning set forth in Section
2.6.

                  "COMMON SHARES" shall have the meaning set forth in the
recitals hereto.

                  "COMPANY" shall have the meaning set forth in the preamble.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and the rules and regulations thereunder, or any
successor statute.

                  "HOLDERS" shall mean the Initial Holder and any of its
Affiliates (for so long as any such Person remains an Affiliate), for so long as
they own any Registrable Securities and such of its respective successors and
permitted assigns (including any permitted transferees of Registrable
Securities) who acquire or are otherwise the transferee of Registrable
Securities, directly or indirectly, from such Initial Holder (or any subsequent
Holder), for so long as such successors and permitted assigns own any
Registrable Securities.

                  "HOLDERS' COUNSEL" shall mean legal counsel representing the
Holders of Registrable Securities participating in such registration.

                  "INCIDENTAL REGISTRATION" shall mean a registration required
to be effected by the Company pursuant to Section 2.1.

                  "INCIDENTAL REGISTRATION STATEMENT" shall mean a registration
statement of the Company which covers the Registrable Securities requested to be
included therein pursuant to the provisions of Section 2.1 and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.

                  "INITIAL HOLDER" shall mean ICF.

                  "INSPECTORS" shall have the meaning set forth in Section
4.1(g).

                  "MAJORITY HOLDERS" shall mean one or more Holders of
Registrable Securities who would hold a majority of the Registrable Securities
then outstanding.

                  "MAJORITY HOLDERS OF THE REGISTRATION" shall mean, with
respect to a particular registration, one or more Holders of Registrable
Securities who would hold a majority of the Registrable Securities to be
included in such registration.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.



                                                                               3

                  "PERSON" shall mean any individual, firm, partnership,
corporation, trust, joint venture, association, joint stock company, limited
liability company, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof,
and shall include any successor (by merger or otherwise) of such entity.

                  "PROSPECTUS" shall mean the prospectus included in a
Registration statement (including, without limitation, any preliminary
prospectus and any prospectus that includes any information previously omitted
from a prospectus filed as part of an effective registration statement in
reliance upon Rule 430A promulgated under the Securities Act), and any such
Prospectus as amended or supplemented by any prospectus supplement, and all
other amendments and supplements to such Prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
(or deemed to be incorporated by reference) therein.

                  "RECORDS" shall have the meaning set forth in Section 4.1(g).

                  "REGISTRABLE SECURITIES" shall mean (i) the Common Shares sold
pursuant to the Purchase Agreement and (ii) any other securities of the Company
(or any successor or assign of the Company, whether by merger, consolidation,
sale of assets or otherwise) which may be issued or issuable with respect to, in
exchange for, or in substitution of, the Registrable Securities referenced in
clause (i) above by reason of any dividend or stock split, combination of
shares, merger, consolidation, recapitalization, reclassification,
reorganization, sale of assets or similar transaction and (iii) any other Common
Shares now owned. As to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when (A) a registration statement with
respect to the sale of such securities shall have been declared effective under
the Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (B) such securities have been otherwise
transferred, a new certificate or other evidence of ownership for them not
bearing the legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of them shall not require
registration under the Securities Act, (C) such securities shall have ceased to
be outstanding, or (D) such securities become eligible for sale under Rule
144(k) without any volume, manner of sale or other restrictions.

                  "REGISTRATION EXPENSES" shall mean any and all expenses
incident to performance of or compliance with this Agreement by the Company and
its subsidiaries, including, without limitation, (i) all SEC, stock exchange,
NASD and other registration, listing and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws
and compliance with the rules of any stock exchange (including fees and
disbursements of counsel in connection with such compliance and the preparation
of a blue sky memorandum and legal investment survey), (iii) all expenses of any
Persons retained by the Company in preparing or assisting in preparing, word
processing, printing, distributing, mailing and delivering any Registration
Statement, any Prospectus, any underwriting agreements, transmittal letters,
securities sales agreements, securities certificates and other documents
relating to the



                                                                               4

performance of or compliance with this Agreement, (iv) the fees and
disbursements of counsel for the Company, (v) the fees and disbursements of all
independent public accountants (including the expenses of any audit and/or "cold
comfort" letters) and the fees and expenses of other Persons, including experts,
retained by the Company, (vi) the expenses incurred in connection with making
road show presentations and holding meetings with potential investors to
facilitate the distribution and sale of Registrable Securities which are
customarily borne by the issuer, (vii) any fees and disbursements of
underwriters customarily paid by issuers, and (viii) premiums and other costs of
policies of insurance purchased by the Company as designated by the Board of
Directors of the Company against liabilities arising out of the public offering
of the Registrable Securities being registered; provided, however, Registration
Expenses shall not include discounts and commissions payable to underwriters,
selling brokers, dealer managers or other similar Persons engaged in the
distribution of any of the Registrable Securities or the fees and disbursements
of Holders' Counsel; and provided, further, that in any case where Registration
Expenses are not to be borne by the Company, such expenses shall not include
salaries of Company personnel or general overhead expenses of the Company,
auditing fees, premiums or other expenses relating to liability insurance
required by underwriters of the Company or other expenses for the preparation of
financial statements or other data normally prepared by the Company in the
ordinary course of its business or which the Company would have incurred in any
event.

                  "REGISTRATION STATEMENT" shall mean any registration statement
of the Company which covers any Registrable Securities and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference (or deemed to be
incorporated by reference) therein.

                  "SEC" shall mean the Securities and Exchange Commission, or
any successor agency having jurisdiction to enforce the Securities Act.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

                  "SHELF REGISTRATION" shall have the meaning set forth in
Section 2.1(a).

                  "SHELF REGISTRATION PERIOD" shall have the meaning set forth
in Section 2.2(b).

                  "SHELF REGISTRATION STATEMENT" shall have the meaning set
forth in Section 2.2(a).

                  "UNDERWRITERS" shall mean the underwriters, if any, of the
offering being registered under the Securities Act.

                  "UNDERWRITTEN OFFERING" shall mean a sale of securities of the
Company to an Underwriter or Underwriters for reoffering to the public.



                                                                               5

                                   ARTICLE II
                      REGISTRATION UNDER THE SECURITIES ACT

                  2.1      INCIDENTAL REGISTRATION.  

                           (a)      RIGHT TO INCLUDE REGISTRABLE SECURITIES.
Commencing on the date of this Agreement, if the Company, at any time or from
time to time, proposes to register any of its equity securities under the
Securities Act (other than in a registration on Form S-4 or S-8 or any successor
form to such forms and other than pursuant to Section 2.1 or 2.3) whether or not
pursuant to registration rights granted to other holders of its securities and
whether or not for sale for its own account solely in connection with an
Underwritten Offering the Company shall deliver prompt written notice (which
notice shall be given at least 15 days prior to such proposed registration) to
all Holders of Registrable Securities of its intention to undertake such
registration, describing in reasonable detail the proposed registration and
distribution (including the anticipated range of the proposed offering price,
the class and number of securities proposed to be registered and the
distribution arrangements) and of such Holders' possible right to participate in
such registration under this Section 2.1 as hereinafter provided. Subject to the
other provisions of this paragraph (a) and Section 2.1(b), upon the written
request of any Holder made within 10 days after the receipt of such written
notice (which request shall specify the amount of Registrable Securities to be
registered), the Company shall effect the registration under the Securities Act
of all Registrable Securities requested by Holders to be so registered (an
"Incidental Registration"), to the extent requisite to permit the disposition of
the Registrable Securities so to be registered, by inclusion of such Registrable
Securities in the Registration Statement which covers the securities which the
Company proposes to register and shall cause such Registration Statement to
become and remain effective with respect to such Registrable Securities in
accordance with the registration procedures set forth in Section 4. Immediately
upon notification to the Company from the Underwriter of the price at which such
securities are to be sold, the Company shall so advise each participating
Holder. The Holders requesting inclusion in an Incidental Registration may, at
any time prior to the effective date of the Incidental Registration Statement
(and for any reason), revoke such request by delivering written notice to the
Company revoking such requested inclusion.

                  If at any time after giving written notice of its intention to
register any securities and prior to the effective date of the Incidental
Registration Statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to each Holder of Registrable Securities and, thereupon, (A) in
the case of a determination not to register, the Company shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses
incurred in connection therewith), and (B) in the case of a determination to
delay such registration, the Company shall be permitted to delay the
registration of such Registrable Securities for the same period as the delay in
registering such other securities; provided, however, that if such delay shall
extend beyond 120 days from the date the Company received a request to include
Registrable Securities in such Incidental Registration, then the



                                                                               6

Company shall again give all Holders the opportunity to participate therein and
shall follow the notification procedures set forth in the preceding paragraph.
There is no limitation on the number of such Incidental Registrations pursuant
to this Section 2.1 which the Company is obligated to effect.

                  The registration rights granted pursuant to the provisions of
this Section 2.1 shall be in addition to the registration rights granted
pursuant to the other provisions of Section 2 hereof.

                           (b)      PRIORITY IN INCIDENTAL REGISTRATION. If the
sole or the lead managing Underwriter, as the case may be, of such Underwritten
Offering shall advise the Company in writing (with a copy to each Holder
requesting registration) on or before the date five days prior to the date then
scheduled for such offering that, in its opinion, the amount of securities
(including Registrable Securities) requested to be included in such registration
exceeds the amount which can be sold in such offering without materially
interfering with the successful marketing of the securities being offered (such
writing to state the basis of such opinion and the approximate number of such
securities which may be included in such offering without such effect), the
Company shall include in such registration, to the extent of the number which
the Company is so advised may be included in such offering without such effect,
(A) first, the securities that the Company proposes to register for its own
account (except as set forth in the Registration Rights Agreements referenced in
SCHEDULE A), (B) second, any securities that the Company is required to register
for Viacom or NBC or their assignees, under the registration rights agreements
referenced in Schedule A, (C) third, any securities to be sold by Vincent K.
McMahon, Linda McMahon, and any Affiliate of the Initial Class B Stockholders
(as defined in the Company's Amended and Restated Certificate of Incorporation),
(D) fourth, the Registrable Securities requested to be included in such
registration by the Holders, allocated pro rata in proportion to the number of
Registrable Securities requested to be included in such registration by each of
them, and (E) fifth, other securities of the Company to be registered on behalf
of any other Person; provided, however, that in the event the Company will not,
by virtue of this Section 2.1(b), include in any such registration all of the
Registrable Securities of any Holder requested to be included in such
registration, such Holder may, upon written notice to the Company given within
three days of the time such Holder first is notified of such matter, reduce the
amount of Registrable Securities it desires to have included in such
registration, whereupon only the Registrable Securities, if any, it desires to
have included will be so included and the Holders not so reducing shall be
entitled to a corresponding increase in the amount of Registrable Securities to
be included in such registration.

                  2.2      SHELF REGISTRATION STATEMENT.

                           (a)      The Company: (A) shall cause to be filed
with the SEC, on or before October 31, 2001, a shelf registration statement (the
"SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act,
relating solely to the offer and sale of all the Registrable Securities by the
Holders thereof from time to time in accordance with the methods of distribution
specified by the Initial Holder as set forth in the Registration Statement and
Rule 415 under the Securities Act; and (B) shall use its



                                                                               7

best efforts to have such Shelf Registration declared effective by the SEC as
soon as practicable thereafter, but in no event later than January 31, 2002;
provided, however, that no Holder (other than the Initial Holder) shall be
entitled to have the Registrable Securities held by it covered by such
Registration Statement unless such Holder agrees in writing to be bound by all
the provisions of this Agreement applicable to such Holder.

                           (b)      The Company shall use its best efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended in order to permit the Prospectus included therein to be lawfully
delivered by the Holders of the Registrable Securities through the date on which
all of the Registrable Securities covered by such Shelf Registration may be sold
pursuant to Rule 144(k) under the Securities Act (or any successor provision
having similar effect) without any volume, manner of sale or other restrictions,
or such shorter period that will terminate on the date on which all of the
Registrable Securities have been sold pursuant to an effective registration
statement (in any such case, such period being called the "SHELF REGISTRATION
PERIOD"); provided, however, that prior to the termination of such Shelf
Registration Period, the Company shall first furnish to each Holder of
Registrable Securities participating in such Shelf Registration (i) an opinion,
in form and substance satisfactory to the Majority Holders of the Registration,
of counsel for the Company satisfactory to the Majority Holders stating that
such Registrable Securities are freely saleable pursuant to Rule 144(k) under
the Securities Act (or any successor provision having similar effect) without
any volume, manner of sale or other restrictions or (ii) a "No-Action Letter"
from the staff of the SEC stating that the SEC would not recommend enforcement
action if the Registrable Securities were sold in a public sale other than
pursuant to an effective registration statement. The Company shall be deemed not
to have used its best efforts to keep the Registration Statement effective
during the Shelf Registration Period if it voluntarily takes any action that
would result in Holders of the Registrable Securities covered thereby not being
able to offer and sell such Registrable Securities during the Shelf Registration
Period, unless such action is required by applicable law.

                           (c)      If at any time the Majority Holders request
in writing that all or any part of the Registrable Securities covered by the
Shelf Registration Statement be offered by means of a firm commitment
Underwritten Offering, the Company shall cause to be filed with the SEC as soon
as practicable any necessary or appropriate supplement to the Shelf Registration
Statement in order to effect such Underwritten Offering. In such case, the sole
or managing Underwriters and any additional investment bankers and managers to
be used in connection with such registration shall be selected by the Company,
subject to the approval of such Majority Holders (such approval not to be
unreasonably withheld).

                  2.3      EXPENSES. Except as provided in the immediately
succeeding sentence, the Company shall pay all Registration Expenses in
connection with any Incidental Registration, or Shelf Registration, whether or
not such registration shall become effective and whether or not all Registrable
Securities originally requested to be included in such registration are
withdrawn or otherwise ultimately not included in such registration. Each Holder
shall pay (x) all discounts and commissions payable to underwriters, selling
brokers, managers or other similar Persons engaged in the



                                                                               8

distribution of such Holder's Registrable Securities pursuant to any
registration pursuant to this Section 2 (y) all other of its expenses and costs
(such as fees and expenses of Holder's Counsel) relating to the registration
and/or offering other than registration expenses and (z) in connection solely
with an Underwritten Offering requested by the Majority Holders pursuant to
Section 2.2(c), all Registration Expenses incurred in connection with making
such Shelf Registration Statement an Underwritten Offering.

                  2.4      UNDERWRITTEN OFFERINGS.

                           (a)      UNDERWRITTEN OFFERINGS. If requested by the
sole or lead managing Underwriter for any Underwritten Offering effected
pursuant to an Incidental Registration or the Shelf Registration Statement, the
Company shall enter into a customary underwriting agreement with the
Underwriters for such offering, such agreement to be reasonably satisfactory in
substance and form to the Company, and to contain such representations and
warranties by the Company and such other terms as are customary in agreements of
that type, including, without limitation, indemnification and contribution to
the effect and to the extent provided in Section 5.

                           (b)      HOLDERS OF REGISTRABLE SECURITIES TO BE
PARTIES TO UNDERWRITING AGREEMENT. The holders of securities to be distributed
by Underwriters in an Underwritten Offering contemplated by Section 2.2(a) shall
be parties to the underwriting agreement between the Company and such
Underwriters and may, at such holders' option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such Underwriters shall also be made to and
for the benefit of such holders of securities and that any or all of the
conditions precedent to the obligations of such Underwriters under such
underwriting agreement be conditions precedent to the obligations of such
holders; provided, however, that the Company shall not be required to make any
representations or warranties with respect to written information specifically
provided by a selling holder for inclusion in the Registration Statement. No
holder shall be required to make any representations or warranties to, or
agreements with, the Company or the Underwriters other than representations,
warranties or agreements regarding such holder and such holder's securities.

                           (c)      PARTICIPATION IN UNDERWRITTEN REGISTRATION.
Notwithstanding anything herein to the contrary, no Person may participate in
any underwritten registration hereunder unless such Person (i) agrees to sell
its securities on the same terms and conditions provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangement and (ii) accurately completes and executes in a timely manner all
questionnaires, powers of attorney, indemnities, custody agreements,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

                           (d)      LIMITATIONS ON UNDERWRITTEN OFFERINGS. In no
event shall the Company be required to effect more than one (1) Underwritten
Offering pursuant to Section 2.2(c) of this Agreement, provided, however, that
the Holders shall be entitled to



                                                                               9

participate in any number of Underwritten Offerings effected pursuant to an
Incidental Registration.

                  2.5      POSTPONEMENTS. The Company shall be entitled to
require the Holders of Registrable Securities to discontinue the disposition of
their securities covered by a Shelf Registration during any Blackout Period (as
defined below) (i) if the board of directors of the Company determines in good
faith that effecting such a registration or continuing such disposition at such
time would have an adverse effect upon a proposed sale of all (or substantially
all) of the assets of the Company or a merger, reorganization, recapitalization
or similar current transaction materially affecting the capital, structure or
equity ownership of the Company, or (ii) if the Company is in possession of
material information which the board of directors of the Company determines in
good faith is not in the best interests of the Company to disclose in a
registration statement at such time or (iii) if the Company gives notice of the
occurrence of an Underwritten Offering for which the Holders are offered
incidental registration rights pursuant to Section 2.1 (whether or not they are
precluded from selling as a result of Section 2.1(b)), provided, however, that
the Company may require the Holders of Registrable Securities to discontinue the
disposition of their securities covered by a Shelf Registration only for a
reasonable period of time not to exceed 90 days (or such earlier time as such
transaction is consummated or no longer proposed or the material information has
been made public or 90 days from the completion of the Underwritten Offering)
(the "Blackout Period"). There shall not be more than one Blackout Period in any
12 month period (other than as a result of Section 2.5(iii), any number of which
could occur in any 12 month period).

                  The Company shall promptly notify the Holders in writing (a
"BLACKOUT NOTICE") of any decision to discontinue sales of Registrable
Securities covered by a Shelf Registration pursuant to this Section 2.5 and
shall include an undertaking by the Company to promptly notify the Holders as
soon as a sales of Registrable Securities covered by a Shelf Registration may
resume. In making any such determination to initiate or terminate a Blackout
Period, the Company shall not be required to consult with or obtain the consent
of any Holder, and any such determination shall be the Company's sole
responsibility. Each Holder shall treat all notices received from the Company
pursuant to this Section 2.5 in the strictest confidence and shall not
disseminate such information.

                                   ARTICLE III
                              RESTRICTIONS ON SALE

                  3.1      RESTRICTIONS ON SALE BY THE COMPANY AND OTHERS. The
Company agrees that (i) if timely requested in writing by the sole or lead
managing Underwriter in an Underwritten Offering of any Registrable Securities,
it will not make any short sale of, loan, grant any option for the purchase of
or effect any public sale or distribution of any of the Company's equity
securities (or any security convertible into or exchangeable or exercisable for
any of the Company's equity securities) during the nine business days (as such
term is used in Rule 10b-6 under the Exchange Act) prior to, and during the time
period reasonably requested by the sole or lead managing Underwriter not to
exceed 90 days, beginning on the effective date of the applicable Registration
Statement (except as



                                                                              10

part of such underwritten registration or pursuant to registrations on Forms S-4
or S-8 or any successor form to such forms), and (ii) it will cause each officer
and director of the Company and each Affiliate that holds 5% or more of equity
securities (or any security convertible into or exchangeable or exercisable for
any of its equity securities) of the Company purchased from the Company at any
time after the date of this Agreement (other than in a registered public
offering) to so agree.

                  3.2      NOTICE BY ICF. ICF agrees to give the Company prior
written notice at least three (3) business days prior to its intention to sell
any of its Common Shares purchased pursuant to the Purchase Agreement, other
than sales, and series of related sales, of 100,000 or less Common Shares in the
open market.

                                   ARTICLE IV
                             REGISTRATION PROCEDURES

                  4.1      OBLIGATIONS OF THE COMPANY. Subject to Section 2.6,
whenever the Company is required to effect the registration of Registrable
Securities under the Securities Act pursuant to Section 2 of this Agreement, the
Company shall, as expeditiously as possible:

                           (a)      prepare and file with the SEC the requisite
Registration Statement to effect such registration, which Registration Statement
shall comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith, and the Company shall use its best efforts to cause such
Registration Statement to become effective (provided, that the Company may
discontinue any registration of its securities that are not Registrable
Securities, and, under the circumstances specified in Section 2.2, its
securities that are Registrable Securities); provided, however, that before
filing a Registration Statement or Prospectus or any amendments or supplements
thereto, or comparable statements under securities or blue sky laws of any
jurisdiction, the Company shall (i) provide Holders' Counsel and any other
Inspector (as defined in Section 4.1(g)) with an adequate and appropriate
opportunity to participate in the preparation of such Registration Statement and
each Prospectus included therein (and each amendment or supplement thereto or
comparable statement) to be filed with the SEC, which documents shall be subject
to the review and comment of Holders' Counsel, and (ii) not file any such
Registration Statement or Prospectus (including any amendment or supplement
thereto or comparable statement but excluding any filing made under the Exchange
Act that is incorporated by reference therein) with the SEC to which Holder's
Counsel, any selling Holder or any other Inspector shall have reasonably
objected on the grounds that such filing does not comply in all material
respects with the requirements of the Securities Act or of the rules or
regulations thereunder;

                           (b)      prepare and file with the SEC such
amendments and supplements to such Registration Statement and the Prospectus
used in connection therewith as may be necessary (i) to keep such Registration
Statement effective, and (ii) to comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities covered by
such Registration Statement, in each case until such



                                                                              11

time as all of such Registrable Securities have been disposed of (but not before
the expiration of the 90 day period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable);

                           (c)      furnish, without charge, to each selling
Holder of such Registrable Securities and each Underwriter, if any, of the
securities covered by such Registration Statement, such number of copies of such
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits), and the Prospectus included in such Registration
Statement (including each preliminary Prospectus) in conformity with the
requirements of the Securities Act, and other documents, as such selling Holder
and the Underwriter may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities owned by such selling
Holder (the Company hereby consenting to the use in accordance with applicable
law of each such Registration Statement or amendment or post-effective amendment
thereto) and each such Prospectus (or preliminary prospectus or supplement
thereto) by each such selling Holder of Registrable Securities and the
underwriters, if any, in connection with the offering and sale of the
Registrable Securities covered by such Registration Statement or Prospectus);

                           (d)      prior to any public offering of Registrable
Securities, use its best efforts to register or qualify all Registrable
Securities and other securities covered by such Registration Statement under
such other securities or blue sky laws of such jurisdictions as any selling
Holder of Registrable Securities covered by such Registration Statement or the
sole or lead managing Underwriter, if any, may reasonably request to enable such
selling Holder to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such selling Holder and to continue such
registration or qualification in effect in each such jurisdiction for as long as
such Registration Statement remains in effect (including through new filings or
amendments or renewals), and do any and all other acts and things which may be
necessary or advisable to enable any such selling Holder to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
selling Holder; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 4.1(d), (ii) subject
itself to taxation in any such jurisdiction, or (iii) consent to general service
of process in any such jurisdiction;

                           (e)      use its best efforts to obtain all other
approvals, consents, exemptions or authorizations from such governmental
agencies or authorities as may be necessary to enable the selling Holders of
such Registrable Securities to consummate the disposition of such Registrable
Securities;

                           (f)      promptly notify Holders' Counsel, each
Holder of Registrable Securities covered by such Registration Statement and the
sole or lead managing Underwriter, if any: (i) when the Registration Statement,
any pre-effective amendment, the Prospectus or any prospectus supplement related
thereto or post- effective amendment to the Registration Statement has been
filed and, with respect to the Registration Statement or any post-effective
amendment, when the same has become



                                                                              12

effective, (ii) of any request by the SEC or any state securities or blue sky
authority for amendments or supplements to the Registration Statement or the
Prospectus related thereto or for additional information, (iii) of the issuance
by the SEC of any stop order suspending the effectiveness of the Registration
Statement or the initiation or threat of any proceedings for that purpose, (iv)
of the receipt by the Company of any notification with respect to the suspension
of the qualification of any Registrable Securities for sale under the securities
or blue sky laws of any jurisdiction or the initiation of any proceeding for
such purpose, (v) of the existence of any fact of which the Company becomes
aware or the happening of any event which results in (A) the Registration
Statement containing an untrue statement of a material fact or omitting to state
a material fact required to be stated therein or necessary to make any
statements therein not misleading, or (B) the Prospectus included in such
Registration Statement containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or necessary to
make any statements therein, in the light of the circumstances under which they
were made, not misleading, (vi) if at any time the representations and
warranties contemplated by Section 2.5(b) cease to be true and correct in all
material respects, and (vii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate or
that there exists circumstances not yet disclosed to the public which make
further sales under such Registration Statement inadvisable pending such
disclosure and post-effective amendment; and, if the notification relates to an
event described in any of the clauses (ii) through (vii) of this Section 4.1,
the Company shall promptly prepare a supplement or post-effective amendment to
such Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that (1) such
Registration Statement shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and (2) as thereafter delivered to
the purchasers of the Registrable Securities being sold thereunder, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading (and shall furnish to each such Holder and each Underwriter, if
any, a reasonable number of copies of such Prospectus so supplemented or
amended); and if the notification relates to an event described in clause (iii)
of this Section 4.1(f), the Company shall take all reasonable action required to
prevent the entry of such stop order or to remove it if entered;

                           (g)      make available for inspection by any selling
Holder of Registrable Securities any sole or lead managing Underwriter
participating in any disposition pursuant to such Registration Statement,
Holders' Counsel and any attorney, accountant or other agent retained by any
such seller or any Underwriter (each, an "INSPECTOR" and, collectively, the
"INSPECTORS"), all financial and other records, pertinent corporate documents
and properties of the Company and any subsidiaries thereof as may be in
existence at such time (collectively, the "RECORDS") as shall be necessary, in
the opinion of such Holders' and such Underwriters' respective counsel, to
enable them to exercise their due diligence responsibility and to conduct a
reasonable investigation within the meaning of the Securities Act, and cause the
Company's and any subsidiaries' officers, directors and employees, and the
independent public accountants of the



                                                                              13

Company, to supply all information reasonably requested by any such Inspectors
in connection with such Registration Statement;

                           (h)      obtain an opinion from the Company's counsel
and a "cold comfort" letter from the Company's independent public accountants
who have certified the Company's financial statements included or incorporated
by reference in such Registration Statement, in each case dated the effective
date of such Registration Statement (and if such registration involves an
Underwritten Offering, dated the date of the closing under the underwriting
agreement), in customary form and covering such matters as are customarily
covered by such opinions and "cold comfort" letters delivered to underwriters in
underwritten public offerings, which opinion and letter shall be reasonably
satisfactory to the sole or lead managing Underwriter, if any, and to the
Majority Holders, and furnish to each Holder participating in the offering and
to each Underwriter, if any, a copy of such opinion and letter addressed to such
Holder (in the case of the opinion) and Underwriter (in the case of the opinion
and the "cold comfort" letter);

                           (i)      provide and cause to be maintained a
transfer agent and registrar for all such Registrable Securities covered by such
Registration Statement not later than the effectiveness of such Registration
Statement;

                           (j)      otherwise use its best efforts to comply
with all applicable rules and regulations of the SEC and any other governmental
agency or authority having jurisdiction over the offering, and make available to
its security holders, as soon as reasonably practicable but no later than 90
days after the end of any 12-month period, an earnings statement (i) commencing
at the end of any month in which Registrable Securities are sold to Underwriters
in an Underwritten Offering and (ii) commencing with the first day of the
Company's calendar month next succeeding each sale of Registrable Securities
after the effective date of a Registration Statement, which statement shall
cover such 12- month periods, in a manner which satisfies the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;

                           (k)      if so requested by the Majority Holders of
the Registration, use its best efforts to cause all such Registrable Securities
to be listed (i) on each national securities exchange on which the Company's
securities are then listed or, (ii) if securities of the Company are not at the
time listed on any national securities exchange (or, if the listing of
Registrable Securities is not permitted under the rules of each national
securities exchange on which the Company's securities are then listed), on a
national securities exchange or The Nasdaq Stock Market's National Market, as
designated by the Majority Holders;

                          (l)       keep each selling Holder of Registrable
Securities advised in writing as to the initiation and progress of any
registration under Section 2 hereunder;

                           (m)      enter into and perform customary agreements
(including, if applicable, an underwriting agreement in customary form) and
provide officers' certificates and other customary closing documents;



                                                                              14

                           (n)      cooperate with each selling Holder of
Registrable Securities and each Underwriter participating in the disposition of
such Registrable Securities and their respective counsel in connection with any
filings required to be made with the NASD and make reasonably available its
employees and personnel and otherwise provide reasonable assistance to the
Underwriters (taking into account the needs of the Company's businesses and the
requirements of the marketing process) in the marketing of Registrable
Securities in any Underwritten Offering;

                           (o)      furnish to each Holder participating in the
offering and the sole or lead managing Underwriter, if any, without charge, at
least one manually- signed copy of the Registration Statement and any
post-effective amendments thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those deemed to be incorporated by reference);

                           (p)      cooperate with the selling Holders of
Registrable Securities and the sole or lead managing Underwriter, if any, to
facilitate the timely preparation and delivery of certificates not bearing any
restrictive legends representing the Registrable Securities to be sold and cause
such Registrable Securities to be issued in such denominations and registered in
such names in accordance with the underwriting agreement prior to any sale of
Registrable Securities to the Underwriters or, if not an Underwritten Offering,
in accordance with the instructions of the selling Holders of Registrable
Securities at least three business days prior to any sale of Registrable
Securities;

                           (q)      if requested by the sole or lead managing
Underwriter or any selling Holder of Registrable Securities, immediately
incorporate in a prospectus supplement or post-effective amendment such
information concerning such Holder of Registrable Securities, or the
Underwriters or the intended method of distribution as the sole or lead managing
Underwriter or the selling Holder of Registrable Securities reasonably requests
to be included therein and as is appropriate in the reasonable judgment of the
Company, including, without limitation, information with respect to the number
of shares of the Registrable Securities being sold to the Underwriters, the
purchase price being paid therefor by such Underwriters and with respect to any
other terms of the Underwritten Offering of the Registrable Securities to be
sold in such offering; make all required filings of such Prospectus supplement
or post-effective amendment as soon as notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment; and
supplement or make amendments to any Registration Statement if requested by the
sole or lead managing Underwriter of such Registrable Securities; and

                           (r)      use its best efforts to take all other steps
necessary to expedite or facilitate the registration and disposition of the
Registrable Securities contemplated hereby.

                  4.2      SELLER INFORMATION. The Company may require each
selling Holder of Registrable Securities as to which any registration is being
effected to furnish to the Company such information regarding such Holder, such
Holder's Registrable Securities



                                                                              15

and such Holder's intended method of disposition as the Company may from time to
time reasonably request in writing; provided that such information shall be used
only in connection with such registration.

                  If any Registration Statement or comparable statement under
"blue sky" laws refers to any Holder by name or otherwise as the Holder of any
securities of the Company, then such Holder shall have the right to require (i)
the insertion therein of language, in form and substance satisfactory to such
Holder and the Company, to the effect that the holding by such Holder of such
securities is not to be construed as a recommendation by such Holder of the
investment quality of the Company's securities covered thereby and that such
holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, and (ii) in the event that such reference
to such Holder by name or otherwise is not in the judgment of the Company, as
advised by counsel, required by the Securities Act or any similar federal
statute or any state "blue sky" or securities law then in force, the deletion of
the reference to such Holder.

                  4.3      NOTICE TO DISCONTINUE. Each Holder of Registrable
Securities agrees by acquisition of such Registrable Securities that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 4.1(f)(ii) through (vii), such Holder shall forthwith
discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Holder's receipt of
the copies of the supplemented or amended prospectus contemplated by Section
4.1(f) and, if so directed by the Company, such Holder shall deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Holder's possession of the Prospectus covering such Registrable
Securities which is current at the time of receipt of such notice.

                                   ARTICLE V
                          INDEMNIFICATION; CONTRIBUTION

                  5.1      INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless, to the fullest extent permitted by law, each Holder
of Registrable Securities, its officers, directors, partners, members,
shareholders, employees, Affiliates and agents (collectively, "AGENTS") and each
Person who controls such Holder (within the meaning of the Securities Act) and
its Agents with respect to each registration which has been effected pursuant to
this Agreement, against any and all losses, claims, damages or liabilities,
joint or several, actions or proceedings (whether commenced or threatened) in
respect thereof, and expenses (as incurred or suffered and including, but not
limited to, any and all expenses incurred in investigating, preparing or
defending any litigation or proceeding, whether commenced or threatened, and the
reasonable fees, disbursements and other charges of legal counsel) in respect
thereof (collectively, "CLAIMS"), insofar as such Claims arise out of or are
based upon any untrue or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus (including any preliminary, final or
summary prospectus and any amendment or supplement thereto) related to any such
registration or any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements



                                                                              16

therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, or any qualification or compliance incident thereto; provided,
however, that the Company will not be liable in any such case to the extent that
any such Claims arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact or omission or alleged omission of a
material fact so made in reliance upon and in conformity with written
information furnished to the Company in an instrument duly executed by such
Holder specifically stating that it was expressly for use therein. The Company
shall also indemnify any Underwriters of the Registrable Securities, their
Agents and each Person who controls any such Underwriter (within the meaning of
the Securities Act) to the same extent as provided above with respect to the
indemnification of the Holders of Registrable Securities. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of any Person who may be entitled to indemnification pursuant to this
Section 5 and shall survive the transfer of securities by such Holder or
Underwriter.

                  5.2      INDEMNIFICATION BY HOLDERS. Each Holder, if
Registrable Securities held by it are included in the securities as to which a
registration is being effected, agrees to, severally and not jointly, indemnify
and hold harmless, to the fullest extent permitted by law, the Company, its
directors and officers, each other Person who participates as an Underwriter in
the offering or sale of such securities and its Agents and each Person who
controls the Company or any such Underwriter (within the meaning of the
Securities Act) and its Agents against any and all Claims, insofar as such
Claims arise out of or are based upon any untrue or alleged untrue statement of
a material fact contained in any Registration Statement or Prospectus (including
any preliminary, final or summary prospectus and any amendment or supplement
thereto) related to such registration, or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company in an instrument duly executed by such Holder
specifically stating that it was expressly for use therein; provided, however,
that the aggregate amount which any such Holder shall be required to pay
pursuant to this Section 5.2 shall in no event be greater than the amount of the
net proceeds received by such Holder upon the sale of the Registrable Securities
pursuant to the Registration Statement giving rise to such Claims less all
amounts previously paid by such Holder with respect to any such Claims. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified party and shall survive the transfer of
such securities by such Holder or Underwriter.

                  5.3      CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly
after receipt by an indemnified party of notice of any Claim or the commencement
of any action or proceeding involving a Claim under this Section 5, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party pursuant to Section 5, (i) notify the indemnifying party in
writing of the Claim or the commencement of such action or proceeding; provided,
that the failure of any indemnified party to



                                                                              17

provide such notice shall not relieve the indemnifying party of its obligations
under this Section 5, except to the extent the indemnifying party is materially
and actually prejudiced thereby and shall not relieve the indemnifying party
from any liability which it may have to any indemnified party otherwise than
under this Section 5, and (ii) permit such indemnifying party to assume the
defense of such claim with counsel reasonably satisfactory to the indemnified
party; provided, however, that any indemnified party shall have the right to
employ separate counsel and to participate in the defense of such claim, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless (A) the indemnifying party has agreed in writing to pay such fees
and expenses, (B) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such indemnified
party within 10 days after receiving notice from such indemnified party that the
indemnified party believes it has failed to do so, (C) in the reasonable
judgment of any such indemnified party, based upon advice of counsel, a conflict
of interest may exist between such indemnified party and the indemnifying party
with respect to such claims (in which case, if the indemnified party notifies
the indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such indemnified party)
or (D) such indemnified party is a defendant in an action or proceeding which is
also brought against the indemnifying party and reasonably shall have concluded
that there may be one or more legal defenses available to such indemnified party
which are not available to the indemnifying party. No indemnifying party shall
be liable for any settlement of any such claim or action effected without its
written consent, which consent shall not be unreasonably withheld. In addition,
without the consent of the indemnified party (which consent shall not be
unreasonably withheld), no indemnifying party shall be permitted to consent to
entry of any judgment with respect to, or to effect the settlement or compromise
of any pending or threatened action or claim in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified party is
an actual or potential party to such action or claim), unless such settlement,
compromise or judgment (1) includes an unconditional release of the indemnified
party from all liability arising out of such action or claim, (2) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of any indemnified party, and (3) does not provide for any
action on the part of any party other than the payment of money damages which is
to be paid in full by the indemnifying party.

                  5.4      CONTRIBUTION. If the indemnification provided for in
Section 5.1 or 5.2 from the indemnifying party for any reason is unavailable to
(other than by reason of exceptions provided therein), or is insufficient to
hold harmless, an indemnified party hereunder in respect of any Claim, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such Claim in such proportion as is appropriate to reflect the relative fault
of the indemnifying party, on the one hand, and the indemnified party, on the
other hand, in connection with the actions which resulted in such Claim, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to



                                                                              18

information supplied by, such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such action. If, however, the foregoing allocation is not
permitted by applicable law, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative faults but also the relative
benefits of the indemnifying party and the indemnified party as well as any
other relevant equitable considerations.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 were determined by pro
rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by a party as a result of any Claim
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth in Section 5.3, any legal or other fees,
costs or expenses reasonably incurred by such party in connection with any
investigation or proceeding. Notwithstanding anything in this Section 5.4 to the
contrary, no indemnifying party (other than the Company) shall be required
pursuant to this Section 5.4 to contribute any amount in excess of the net
proceeds received by such indemnifying party from the sale of the Registrable
Securities pursuant to the Registration Statement giving rise to such Claims,
less all amounts previously paid by such indemnifying party with respect to such
Claims. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(a) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                  5.5      OTHER INDEMNIFICATION. Indemnification similar to
that specified in the preceding Sections 5.1 and 5.2 (with appropriate
modifications) shall be given by the Company and each selling Holder of
Registrable Securities with respect to any required registration or other
qualification of securities under any Federal or state law or regulation of any
governmental authority, other than the Securities Act. The indemnity agreements
contained herein shall be in addition to any other rights to indemnification or
contribution which any indemnified party may have pursuant to law or contract.

                  5.6      INDEMNIFICATION PAYMENTS. The indemnification and
contribution required by this Section 5 shall be made by periodic payments of
the amount thereof during the course of any investigation or defense, as and
when bills are received or any expense, loss, damage or liability is incurred.

                                   ARTICLE VI
                                     GENERAL

                  6.1      ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The
Company agrees that it shall not effect or permit to occur any combination or
subdivision of shares which would materially adversely affect the ability of the
Holder of any Registrable Securities to include such Registrable Securities in
any registration contemplated by this Agreement or the marketability of such
Registrable Securities in any such registration.



                                                                              19

                  6.2      REGISTRATION RIGHTS TO OTHERS. Other than as set
forth on Schedule A attached hereto, the Company is not party to any agreement
with respect to its securities granting any registration rights to any Person.
If the Company shall at any time hereafter provide to any holder of any
securities of the Company rights with respect to the registration of such
securities under the Securities Act, such rights shall not be in conflict with
or adversely affect any of the rights provided in this Agreement to the Holders.

                  6.3      AVAILABILITY OF INFORMATION. The Company covenants
that it shall timely file any reports required to be filed by it under the
Securities Act or the Exchange Act (including, but not limited to, the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)
of Rule 144 under the Securities Act), and that it shall take such further
action as any Holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
rule may be amended from time to time, or (ii) any other rule or regulation now
existing or hereafter adopted by the SEC. Upon the request of any Holder of
Registrable Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements.

                  6.4      AMENDMENTS AND WAIVERS. The provisions of this
Agreement may not be amended, modified, supplemented or terminated, and waivers
or consents to departures from the provisions hereof may not be given, without
the written consent of the Company and the Holders holding more than 50% of the
Registrable Securities then outstanding; provided, however, that no such
amendment, modification, supplement, waiver or consent to departure shall reduce
the aforesaid percentage of Registrable Securities without the written consent
of all of the Holders of Registrable Securities; and provided, further, that
nothing herein shall prohibit any amendment, modification, supplement,
termination, waiver or consent to departure the effect of which is limited only
to those Holders who have agreed to such amendment, modification, supplement,
termination, waiver or consent to departure.

                  6.5      NOTICES. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
telecopier, any courier guaranteeing overnight delivery or first class
registered or certified mail, return receipt requested, postage prepaid,
addressed to the applicable party at the address set forth below or such other
address as may hereafter be designated in writing by such party to the other
parties in accordance with the provisions of this Section:

                           If to the Company, to:

                           World Wrestling Federation Entertainment, Inc.
                           1241 East Main Street
                           P.O. Box 3857
                           Stamford, CT  06902
                           Attn: Edward L. Kaufman



                                                                              20

                           Telecopy: 203-353-0236
                           Telephone: 203-352-8786

                           With a copy to:

                           Kirkpatrick & Lockhart LLP
                           Henry W. Oliver Building
                           535 Smithfield Street
                           Pittsburgh, PA  15222-2312
                           Attn: Michael C. McLean
                           Telecopy: 412-355-6501
                           Telephone: 412-355-6720

                           If to the Initial Holder, to:

                           Invemed Catalyst Fund, L.P.
                           375 Park Avenue
                           New York, NY  10152
                           Attn:  Suzanne Present
                           Telecopy: 212-421-2523
                           Telephone: 212-421-2500

                           With a copy to:

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, New York 10019-6064
                           Attn: Douglas A. Cifu, Esq.
                           Telecopy: 212-492-0436
                           Telephone: 212-373-3436

                  If to any subsequent Holder, to the address of such Person set
forth in the records of the Company.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; when
receipt is acknowledged, if telecopied; on the next business day, if timely
delivered to a courier guaranteeing overnight delivery; and five days after
being deposited in the mail, if sent first class or certified mail, return
receipt requested, postage prepaid.

                  6.6      SUCCESSORS AND ASSIGNS. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and other Holders.

                  6.7      COUNTERPARTS. This Agreement may be executed in two
or more counterparts, each of which, when so executed and delivered, shall be
deemed to be an original, but all of which counterparts, taken together, shall
constitute one and the same instrument.



                                                                              21

                  6.8      DESCRIPTIVE HEADINGS, ETC. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning of terms contained herein. Unless the context of this
Agreement otherwise requires: (1) words of any gender shall be deemed to include
each other gender; (2) words using the singular or plural number shall also
include the plural or singular number, respectively; (3) the words "hereof',
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Section and paragraph references are to the Sections and
paragraphs of this Agreement unless otherwise specified; (4) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless otherwise specified; (5) "or" is not
exclusive; and (6) provisions apply to successive events and transactions.

                  6.9      SEVERABILITY. In the event that any one or more of
the provisions, paragraphs, words, clauses, phrases or sentences contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the other remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any way
impaired, it being intended that all rights, powers and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.

                  6.10     GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York (without
giving effect to the conflict of laws principles thereof).

                  6.11     REMEDIES; SPECIFIC PERFORMANCE. The parties hereto
acknowledge that money damages would not be an adequate remedy at law if any
party fails to perform in any material respect any of its obligations hereunder,
and accordingly agree that each party, in addition to any other remedy to which
it may be entitled at law or in equity, shall be entitled to seek to compel
specific performance of the obligations of any other party under this Agreement,
without the posting of any bond, in accordance with the terms and conditions of
this Agreement in any court of the United States or any State thereof having
jurisdiction, and if any action should be brought in equity to enforce any of
the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law. Except as otherwise provided by
law, a delay or omission by a party hereto in exercising any right or remedy
accruing upon any such breach shall not impair the right or remedy or constitute
a waiver of or acquiescence in any such breach. No remedy shall be exclusive of
any other remedy. All available remedies shall be cumulative.

                  6.12     ENTIRE AGREEMENT. This Agreement and the Purchase
Agreement are intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants or undertakings relating to such subject matter, other than those set
forth or referred to herein or in the Purchase Agreement. This



                                                                              22

Agreement and the Purchase Agreement supersede all prior agreements and
understandings between the Company and the other parties to this Agreement with
respect to such subject matter.

                  6.13     NOMINEES FOR BENEFICIAL OWNERS. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the holder of such Registrable Securities for purposes of
any request or other action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any holder or holders of Registrable
Securities contemplated by this Agreement. If the beneficial owner of any
Registrable Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner's beneficial ownership of such Registrable
Securities.

                  6.14     CONSENT TO JURISDICTION; WAIVER OF JURY. Each party
to this Agreement hereby irrevocably and unconditionally agrees that any legal
action, suit or proceeding arising out of or relating to this Agreement or any
agreements or transactions contemplated hereby may be brought in any federal
court of the Southern District of New York or any state court located in New
York County, State of New York, and hereby irrevocably and unconditionally
expressly submits to the personal jurisdiction and venue of such courts for the
purposes thereof and hereby irrevocably and unconditionally waives any claim (by
way of motion, as a defense or otherwise) of improper venue, that it is not
subject personally to the jurisdiction of such court, that such courts are an
inconvenient forum or that this Agreement or the subject matter may not be
enforced in or by such court. Each party hereby irrevocably and unconditionally
consents to the service of process of any of the aforementioned courts in any
such action, suit or proceeding by the mailing of copies thereof by registered
or certified mail, postage prepaid, to the address set forth or provided for in
Section 6.5 of this Agreement, such service to become effective 10 days after
such mailing. Nothing herein contained shall be deemed to affect the right of
any party to serve process in any manner permitted by law or commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction to enforce judgments obtained in any action, suit or proceeding
brought pursuant to this Section. Each of the parties hereby irrevocably waives
trial by jury in any action, suit or proceeding, whether at law or equity,
brought by any of them in connection with this Agreement or the transactions
contemplated hereby.

                  6.15     FURTHER ASSURANCES. Each party hereto shall do and
perform or cause to be done and performed all such further acts and things and
shall execute and deliver all such other agreements, certificates, instruments
and documents as any other party hereto reasonably may request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

                  6.16     NO INCONSISTENT AGREEMENTS. The Company will not
hereafter enter into any agreement which is inconsistent with the rights granted
to the Holders in this Agreement.



                                                                              23

                  6.17     CONSTRUCTION. The Company and the Holders acknowledge
that each of them has had the benefit of legal counsel of its own choice and has
been afforded an opportunity to review this Agreement with its legal counsel and
that this Agreement shall be construed as if jointly drafted by the Company and
the Holders.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.


                                   INVEMED CATALYST FUND, L.P.

                                   By:  Invemed Catalyst GenPar, LLC,
                                        its general partner

                                        By:  Gladwyne Catalyst GenPar, LLC,
                                             its managing member

                                        /s/ Suzanne Present
                                        ---------------------------------------
                                        Name:   Suzanne Present
                                        Title:  Member


                                   WORLD WRESTLING FEDERATION
                                   ENTERTAINMENT, INC.


                                   By: /s/ Edward L. Kaufman
                                       ----------------------------------------
                                       Name:    Edward L. Kaufman
                                       Title:   Senior Vice President, General
                                                Counsel and Secretary



                                                                      Schedule A



                Other Registration Rights Granted by the Company

                             NBC-WWFE HOLDING, INC.

                                  VIACOM, INC.






                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS..........................................................1

ARTICLE II REGISTRATION UNDER THE SECURITIES ACT...............................5
         2.1      Incidental Registration......................................5
         2.2      Shelf Registration Statement.................................6
         2.3      Expenses.....................................................7
         2.4      Underwritten Offerings.......................................8
         2.5      Postponements................................................9

ARTICLE III RESTRICTIONS ON SALE...............................................9
         3.1      Restrictions on Sale by the Company and Others...............9
         3.2      Notice by ICF...............................................10

ARTICLE IV REGISTRATION PROCEDURES............................................10
         4.1      Obligations of the Company..................................10
         4.2      Seller Information..........................................14
         4.3      Notice to Discontinue.......................................15

ARTICLE V INDEMNIFICATION; CONTRIBUTION.......................................15
         5.1      Indemnification by the Company..............................15
         5.2      Indemnification by Holders..................................16
         5.3      Conduct of Indemnification Proceedings......................16
         5.4      Contribution................................................17
         5.5      Other Indemnification.......................................18
         5.6      Indemnification Payments....................................18

ARTICLE VI GENERAL 18
         6.1      Adjustments Affecting Registrable Securities................18
         6.2      Registration Rights to Others...............................19
         6.3      Availability of Information.................................19
         6.4      Amendments and Waivers......................................19
         6.5      Notices.....................................................19
         6.6      Successors and Assigns......................................20
         6.7      Counterparts................................................20
         6.8      Descriptive Headings, Etc...................................21
         6.9      Severability................................................21
         6.10     Governing Law...............................................21
         6.11     Remedies; Specific Performance..............................21
         6.12     Entire Agreement............................................21
         6.13     Nominees for Beneficial Owners..............................22
         6.14     Consent to Jurisdiction; Waiver of Jury.....................22
         6.15     Further Assurances..........................................22
         6.16     No Inconsistent Agreements..................................22
         6.17     Construction................................................23