{"id":38473,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/advisory-agreement-michael-jordan-falk-associates-management.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"advisory-agreement-michael-jordan-falk-associates-management","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/advisory-agreement-michael-jordan-falk-associates-management.html","title":{"rendered":"Advisory Agreement &#8211; Michael Jordan, Falk Associates Management Enterprises and SportsLine USA Inc."},"content":{"rendered":"<pre>\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n\n          \n                               ADVISORY AGREEMENT \n          \nThis Agreement is entered into as of June 20, 1997 (the \"EFFECTIVE DATE\") by and\namong MICHAEL JORDAN (\"JORDAN\"), FALK ASSOCIATES MANAGEMENT ENTERPRISES (\"FAME\")\nand SPORTSLINE USA, INC., A DELAWARE CORPORATION (\"SPORTSLINE\") and provides as\nfollows:\n             \nSportsLine desires to contract with Jordan for certain services and to obtain\nfrom Jordan certain content for distribution through its sports-oriented online\nservice currently located at universal resource locator\n\"http:\/\/cbs.sportsline.com\" (the \"SPORTSLINE SERVICE\"), and Jordan is willing to\nrender such services, on the terms and conditions set forth herein. For and in\nconsideration of the mutual terms and conditions set forth in this Agreement,\nthe receipt and adequacy of which is hereby acknowledged, the parties agree as\nfollows:\n             \n1.  TERM. The term of this Agreement shall be as set forth in EXHIBIT \"A\" (the\n    \"TERM\").\n                  \n2.  SERVICES, RIGHTS &amp; CONTENT. SportsLine end Jordan agreeto create a\n    designated area of the SportsLine Service as the exclusive Jordan-authorized\n    web site that features content to be provided by or on behalf of Jordan\n    (hereinafter, the \"JORDAN WEB SITE\"). The Jordan Web Site will be hosted and\n    operated by SportsLine on SportsLine's servers at a World Wide Web address\n    (the \"JORDAN URL\") mutually agreed upon by the parties as may be adopted\n    from time to time (tentatively, \"michaeljordan.com\"), and shall contain\n    prominent links to the SportsLine Service. As more fully set forth herein,\n    Jordan agrees to fully provide the content and perform the services outlined\n    herein including but not limited to the services and content set forth on\n    EXHIBIT \"B.\"\n                  \n3.  EXCLUSIVITY. During the Term, and subject to any rights granted to the NBA\n    pursuant to the NBA's Group Licensing Agreement (Jordan and FAME hereby\n    acknowledge that, as of the Effective Date, Jordan has opted out of and is\n    not currently subject to the NBA Group Licensing Agreement) or any other\n    rights granted to the NBA pursuant to Jordan's contract with the Chicago\n    Bulls, Jordan shall not be employed by, act as a consultant to, provide any\n    content, chat sessions, information, products (including but not limited to\n    merchandise and memorabilia) or services to, or otherwise render services of\n    any nature for or on behalf of, any internet or World Wide Web (including\n    but not limited to ESPN SportsZone, CNN\/Si, Sporting News, NBC Sports,\n    FoxSports, etc.), commercial online (including but not limited to Microsoft\n    Network, America Online, CompuServe, etc.), electronic or similar service\n    (regardless of whether such service is accessible through the Internet or\n                  \n                              CONFIDENTIAL AND PROPRIETARY\n                                        Page -1 -\n\n\n\n\n    otherwise). In addition, as more fully set forth herein, Jordan hereby\n    grants SportsLine an exclusive, world-wide license both online and off-\n    line, to create the official Jordan Fan Clubs (as defined herein); however,\n    that the foregoing shall not prohibit any of the sponsors listed on EXHIBIT\n    \"D\" attached hereto (each, a \"JORDAN ENDORSEMENT COMPANY\") from distributing\n    information, advertising, or product samples to Jordan fans so long as such\n    activities are not reasonably construed to be in the nature of Fan Club\n    activities in order to avoid confusion in the marketplace and to avoid\n    adversely affecting the effectiveness of the Jordan Fan Clubs. Jordan\n    understands and agrees that SportsLine shall not be prevented nor barred\n    from retaining other persons or entities to provide services of the same\n    nature or similar nature as those described herein or of any nature\n    whatsoever. SportsLine acknowledges that the Jordan Endorsement Companies,\n    WorldCom (in particular, with respect to Internet access services) and the\n    NBA may have certain marketing rights that may extend to the Internet and\n    which rights shall not be considered a breach of this Agreement; provided,\n    however, under no circumstances may those rights include the creation of a\n    Web site containing and content similar to the Jordan Information or have\n    the same look and feel of the Jordan Web Site nor any interviews, chat\n    sessions, or other services as provided herein.\n             \n4.  PROMOTION. Jordan shall use his best efforts to (i) secure from his\n    corporate sponsors and endorsers promotion of the Jordan Web Site in all\n    print, direct mail, radio and television advertisements, infomercials, and\n    other traditional, electronic and online marketing and promotional vehicles\n    used by such sponsors and endorsers to promote Jordan, including arranging\n    to have the Jordan URL displayed on hanging tags on Jordan's endorsers' or\n    licensees' signature line of apparel and\/or equipment, and any books and\n    documentaries; and (ii) mention the Jordan Web Site and Jordan URL in all\n    appropriate interviews and appearances of Jordan (the \"PROMOTIONAL\n    EFFORTS\"). The Promotional Efforts shall prominently feature the lordan URL\n    followed by the promotional statement \"a SportsLine USA Powered Web Site\" or\n    other similar language designated by SportsLine, and display the Jordan URL,\n    as may be adopted from time to time. SportsLine will actively promote the\n    Jordan Web Site both within the SportsLine service and on other Web sites\n    consistent with SportsLine's promotion of its other superstar Web Sites.\n             \n5.  SPONSORSHIP\/ENDORSEMENT CONFLICTS.\n             \n    (a) SportsLine agrees and acknowledges that FAME and Jordan shall have the\n        right to approve, in their absolute discretion, any third-\n             \n                          CONFIDENTIAL AND PROPRIETARY\n             \n                                     Page -2-\n\n\n\n\n        party corporate sponsorships for the Jordan Web Site, and that any use\n        of Jordan's name and likeness in connection with any third-party\n        corporation or sponsor is subject to prior written approval by Jordan\n        and FAME, based upon Jordan's pre-existing Agreements with Jordan\n        Endorsement Companies. In the event FAME or Jordan disapproves any\n        third-party corporate sponsorship, FAME or Jordan, as applicable, shall\n        provide SportsLine with FAME's and\/or Jordan's reasons in writing.\n        However, SportsLine acknowledges that there will be certain situations\n        where, due to pre-existing third party agreements or in Jordan's sole\n        discretion, Jordan cannot or will not grant approval to certain\n        products, sponsorships and\/or advertising in connection with the Jordan\n        Web Site. Further, SportsLine agrees that it will not under any\n        circumstances negotiate with, enter into any Agreement with or otherwise\n        consult with any of the Jordan Endorsement Company Major Direct\n        Competitors listed on Exhibit \"E\" attached hereto to advertise, promote\n        or market the Jordan Web Site. SportsLine agrees to work with Jordan and\n        FAME to ensure that there shall be no ambush marketing by other than\n        Jordan Endorsement Company third-party corporate partners in connection\n        with the Jordan Web Site;\n                       \n    (b) SportsLine acknowledges that Jordan has entered into and will enter into\n        certain third party agreements with Jordan Endorsement Companies\n        relating to the food and beverage, sporting goods, telecommunications\n        and apparel industries (collectively the \"JORDAN THIRD PARTY\n        AGREEMENTS\"). Notwithstanding any provision contained in this Agreement\n        to the contrary, SportsLine agrees that it will not take any action nor\n        fail to take any action, as applicable under the circumstances, in\n        connection with marketing, promoting, advertising and operating the\n        Jordan Web Site and marketing, promoting, advertising and selling Jordan\n        Merchandise which would violate or otherwise interfere with the terms\n        and conditions of any existing or any future Jordan Third Party\n        Agreement (a \"MARKETING CONFLICT\"), but only to the extent that\n        SportsLine has been given prior written full disclosure of the material\n        terms and conditions that create any such Marketing Conflict. Jordan and\n        SportsLine will mutually agree upon procedures for the disclosure by\n        Jordan to SportsLine of such information as is necessary, for SportsLine\n        to comply with the foregoing. SportsLine will, as soon as\n        technologically and commercially feasible following SportsLine's receipt\n        of notice of a Marketing Conflict, take or refrain from taking such\n        action, as applicable under the circumstances, so as to otherwise comply\n                       \n                          CONFIDENTlAL AND PROPRIETARY\n                                        Page -3-\n\n\n\n\n        with the terms and conditions of the Jordan Third Party Agreements;\n        provided, however, that SportsLine shall have a reasonable period of\n        time within which to deplete any existing inventory or inventory to\n        which SportsLine is contractually obligated as of the date of receipt of\n        notice of any Marketing Conflict. To the extent that SportsLine violates\n        a restriction in a Jordan Third Party Agreement because SportsLine did\n        not have written notice of such restriction, SportsLine shall not be\n        deemed in breach of this Agreement to the extent that it promptly comes\n        into compliance with such restriction, subject to SportsLine's right to\n        deplete inventory as describe above, following written notice of such\n        violation and such other disclosures as required by this section.\n        SportsLine shall be solely responsible for contracting with the\n        appropriate parties having rights under any Jordan Third Party Agreement\n        in the event that SportsLine desires to purchase Jordan Merchandise from\n        such third party, and Jordan shall have no obligations in connection\n        therewith except as otherwise expressly provided herein.\n             \n6.  CONSIDERATION. In full consideration for Jordan's services under this\n    Agreement, SportsLine will pay Jordan pursuant to the terms outlined in\n    EXHIBIT \"C.\"\n             \n7.  GRANT OF LICENSE. Jordan hereby grants to SportsLine the following\n    licenses:\n             \n    a)  CONTENT. Subject to any rights granted to the NBA pursuant to the Group\n        Licensing Agreement and any rights granted by Jordan to Jordan\n        Endorsement Companies Jordan grants to SportsLine an exclusive worldwide\n        license:\n             \n        i)    To the Jordan URL;\n\n        ii)   To use, copy, display (publicly or privately), perform (publicly\n              or privately), distribute or otherwise make available through the\n              Jordan Web Site and the SportsLine Service the name, initials,\n              likeness, logos, approved photographs, statements of approval,\n              preference and endorsement, biographical information of Jordan\n              (the \"JORDAN ENDORSEMENT\") and the Jordan Information (as defined\n              herein):\n             \n              A) In connection with the development, advertisement, promotion\n                 and distribution of the SportsLine Service\n             \n                          CONFIDENTIAL AND PROPRIETARY\n             \n                                        Page -4-\n\n\n\n\n                 and the Jordan Web Site (including, without limitation,\n                 information and text-oriented services, chatrooms, interviews,\n                 contests, interactive games on the Internet only, statistics,\n                 and sports feature texts).\n    \n              B) In SportsLine's letterhead.\n\n              C) In connection with any demonstration, promotion, or\n                 advertisement of or as otherwise reasonably necessary to\n                 promote the SportsLine Service or the Jordan Web Site in any\n                 medium.\n    \n        iii)  To enter Jordan Information into SportsLine's computer database.\n    \n        iv)   To store, process, retrieve and transmit the same on the\n              SportsLine Service and the Jordan Web Site.\n    \n        v)    To reproduce any Jordan Endorsement or Jordan Information or any\n              part of it for advertising, promotion and publicity of SportsLine.\n    \n     SportsLine's rights hereunder shall include, but not be limited to,\n     SportsLine's right, in its sole discretion, to offer subscribers the option\n     of printing and downloading Jordan Information or any portion thereof as a\n     function of the SportsLine Service generally.\n    \n     b)  MERCHANDISE. In addition, subject to any rights granted to any third\n         parties by Jordan, Jordan grants to SportsLine the world- wide license\n         to sell Jordan memorabilia such as autographed uniforms, basketballs,\n         apparel, equipment, posters and any other sports memorabilia online\n         (\"JORDAN MERCHANDISE\") through the Jordan Web Site; provided that, to\n         the extent that Jordan has a pre-existing contractual obligation with\n         The Upper Deck Company which conflicts with the rights and license\n         granted pursuant to the foregoing provision, Jordan agrees to use his\n         best efforts to facilitate a relationship between SportsLine and The\n         Upper Deck Company. SportsLine agrees that any Jordan-autographed\n         sports apparel, shoes, or sports equipment that SportsLine desires to\n         sell in connection with The Upper Deck Company must be manufactured by\n         Nike, Inc., and Wilson Sporting Goods, Inc., respectively, or any other\n         third party with which Jordan has a contract.\n    \n    \n                          CONFIDENTIAL AND PROPRIETARY\n    \n                                    Page -5-\n\n\n\n\n\n\n    c)  RESERVATION OF RIGHTS. All right, title and interest in all Jordan\n        Information are and shall remain Jordan's, subject to the rights and\n        licenses granted to SportsLine herein.\n             \n    d)  ADDITIONAL RESTRICTIONS. SportsLine shall not use the Jordan Endorsement\n        in a manner which implies an endorsement of any Web site and\/or\n        SportsLine sponsor or any other non-Jordan Corporate Partner, or an\n        endorsement of any computer hardware and software, video games, cellular\n        phones and accessories, telephone debit and travel cards, or any\n        telephone and telecommunications services without Jordan's prior written\n        approval.\n             \n8.  APPROVALS.\n             \n    a)  SportsLine agrees to submit to Jordan and FAME for their approval, a\n        copy of ail advertising and\/or promotional materials utilizing Jordan's\n        likeness at least fourteen (14) calendar days prior to their release to\n        the general public. SportsLine further agrees that such advertising and\n        promotional materials shall not be released without prior written\n        approval of Jordan and FAME. Jordan and FAME agree, however, that they\n        shall not unreasonably withhold or delay their approval of such\n        materials and that in absence of disapproval, within ten (10) calendar\n        days of receipt thereof, such advertising and promotional materials\n        shall be deemed approved. Notwithstanding the foregoing, SportsLine\n        shall have the right to use screen shots and captions from the Jordan\n        Web Site and any previously approved content from the Jordan Web Site\n        for any uses otherwise permitted hereunder; provided that there are no\n        material changes to such screen shots, captions and content as approved.\n             \n    (b) From time to time during the term of this Agreement, SportsLine will\n        submit merchandise to Jordan and FAME, for their approval, which\n        SportsLine proposes to market, promote, advertise and sell through the\n        Jordan Web Site. Jordan and FAME may, in their sole discretion, approve\n        or disapprove any or all such submitted merchandise to be sold by\n        SportsLine on the Jordan Web Site.\n             \n    (c) To the extent known by Jordan and FAME, Jordan and FAME shall disclose\n        to SportsLine appropriate contacts with third party sources of Jordan\n        Merchandise for purchase by or sourcing to or on behalf of SportsLine\n        for SportsLine's use of the Jordan Endorsement as permitted under this\n        Agreement; provided,\n             \n                          CONFIDENTIAL ANO PROPRIETARY\n          \n                                    Page -6-\n\n\n\n                 \n        however, that Jordan and FAME shall have no obligation to coordinate or\n        facilitate the sale of any such approved merchandise from a third party\n        vendor to SportsLine as it shall be SportsLine's sole responsibility to\n        obtain such approved Jordan Merchandise from a third party vendor.\n        Jordan and FAME shall assist SportsLine in good faith in obtaining\n        favorable terms with respect to the sale of such Jordan Merchandise.\n                 \n    (d) To the extent SportsLine creates unique Jordan Merchandise, SportsLine\n        agrees to provide to Jordan and FAME a combined total of two (2)\n        representative copies or samples (i.e., one each to Jordan and FAME) of\n        all such proposed Jordan Merchandise together with a description of the\n        intended use of the merchandise to Jordan and FAME without cost to\n        Jordan and FAME for written approval prior to SportsLine using the same.\n        Jordan and FAME shall approve or disapprove any merchandise submitted by\n        SportsLine for approval within ten (10) business days of their receipt\n        by Jordan and FAME. If Jordan or FAME do not approve or disapprove\n        SportsLine's submission within such ten (10) day period, SportsLine will\n        provide written notice to Jordan and FAME of such delay and Jordan and\n        FAME agrees that any such proposed merchandise will be deemed approved\n        if SportsLine's submission is not responded to within five (5) business\n        days following receipt of such written notice. The copies and samples\n        submitted by SportsLine to Jordan and FAME under this Section 8(d) may\n        be retained by Jordan and FAME at their option. SportsLine will\n        thereafter submit to Jordan-and FAME, without cost to Jordan or FAME,\n        one (1) unit of such finished Jordan Merchandise, as approved, upon\n        commencement of production of such Jordan Merchandise.\n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -7-\n\n\n\n9.  RESPONSIBILITIES OF JORDAN AS TO CONTENT.\n            \n    a)  JORDAN INFORMATION. For purposes of this Agreement, the term \"JORDAN\n        INFORMATION\" means all information created and\/or delivered by Jordan to\n        SportsLine for inclusion in the SportsLine Service or the Jordan Web\n        Site including but not limited to (i) any trademark, service mark, trade\n        name or logo, whether or not registered, included in such information,\n        provided that any such trademark, service mark, trade name or logo must\n        be approved in advance by Jordan and FAME (ii) the content to be\n        provided as set forth on EXHIBIT \"B,\" and (iii) any statement made by\n        any member of Jordan's organization during any interview or chat session\n        broadcast or distributed over the SportsLine Service or the Jordan Web\n        Site.\n            \n    b)  REPRESENTATIONS AND WARRANTIES. Jordan shall be solely responsible for\n        the content of all Jordan Information, and represents and warrants to\n        SportsLine that:\n            \n        i)    All Jordan Information (A) shall be accurate and Jordan's own and\n              original creation, except for information validly Iicensed for use\n              by Jordan or in the public domain; (B) will consist only of\n              information that Jordan is authorized to use and to authorize\n              SportsLine to use as contemplated in this Agreement; (C) will not\n              constitute a libel or defamation or conflict with any copyright,\n              right of privacy or other rights of, and will not cause injury to,\n              any third party; and (D) will conform to all applicable federal,\n              state and local laws and regulations and any other governmental or\n              quasi- governmental laws or regulations of the United States or\n              any other country.\n            \n        ii)   Jordan has the full right and authority to grant the rights and\n              consents set forth herein.\n            \n        iii)  SportsLine shall be entitled at any time to bring any concerns it\n              has regarding the Jordan Information to the attention of Jordan,\n              whereupon the parties will cooperate in good faith to address\n              SportsLine's concerns. If SportsLine, in its reasonable judgment,\n              believes that immediate action is required with regard to any of\n              the Jordan Information, SportsLine may delete, modify or revise\n              such information, provided that SportsLine shall notify Jordan of\n              such action\n            \n                          CONFIDENTIAL AND PROPRIETARY\n            \n                                    Page -8-\n\n\n\n\n\n              prior thereto, if reasonably possible (or, if not, as soon\n              thereafter as commercially practicable). In the event Jordan\n              ceases to maintain his high-profile as a pre-eminent spokesperson\n              and\/or entertainer, and becomes completely inactive as an\n              endorser, Jordan agrees to discuss in good faith with SportsLine\n              some protection to the rights and obligations hereunder.\n            \n    c)  DELIVERY; EDITORIAL STANDARDS. All Jordan Information and updates shall\n        be transmitted by land-line telephone or electronically in the format\n        specified by SportsLine. All content supplied by Jordan shall be\n        consistent with the editorial standards used by SportsLine for content\n        displayed on the SportsLine Service (which standards SportsLine reserves\n        the right to amend from time to time).\n            \n10. NBA\/BULLS TRADEMARKS. SportsLine acknowledges that Jordan has no right to\n    grant, nor does he purport to grant, the use of the Chicago Bulls' name,\n    uniform and\/or insignias or any other trademarks associated with the\n    National Basketball Association. However, Jordan shall instruct his\n    agent(s), attorney(s) and\/or business manager(s) to use their best efforts\n    to assist SportsLina to obtain clearances for such uses.\n            \n11. SPORTSLINE SERVICE. SportsLine shall have sole discretion to determine all\n    aspects of the operation of the SportsLine Service and all matters relating\n    to the content, structure and sequence of material appearing on the\n    SportsLine Service. Without limiting the generality of the foregoing,\n    SportsLine shall have sole discretion to determine the amount and basis of\n    any fee charged to subscribers for use of the SportsLine Service, and\n    SportsLine exclusively will bill for and collect all fees charged to\n    subscribers to use the SportsLine Service. Nothing in this Agreement shall\n    limit SportsLine's rights regarding charges for any aspect of the SportsLine\n    Service (including any product or service offered by SportsLine, whether\n    alone or in conjunction with others, through means of the SportsLine\n    Service). All right, title and interest in . SportsLine's name, trade\n    name(s), trademark(s) and service mark(s), copyrights, and all other\n    intellectual property (collectively, \"SPORTSLINE'S INTELLECTUAL PROPERTY\")\n    are and shall remain. SportsLine's. Nothing herein shall be deemed to grant\n    Jordan any proprietary rights to any of SportsLine's Intellectual Property.\n            \n12. PREMIUM FEATURES\/FAN CLUBS. SportsLine shall ba responsible for the concept\n    design and creation of all Premium Features, including the official\n    exclusive online and off-line Jordan fan clubs (collectively, the\n            \n                          CONFIDENTIAL AND PROPRIETARY\n             \n                                Page -9-\n\n\n\n\n\n    \"FAN CLUBS\") that allow Jordan to communicate with Jordan's fans through\n    regular e-mail messages, columns and newsletters, to record audio clips that\n    allow fans to listen to live and previously recorded interviews and\n    insights, and to play video clips and highlights from previously- recorded\n    interviews and games and events (collectively, \"ELECTRONIC MEANS\"). Jordan\n    will answer five (5) electronic mail questions per week received from\n    members of Jordan online Fan Club, if and to the extent such questions are\n    timely forwarded by SportsLine, given Jordan's schedule; and will use best\n    efforts to introduce SportsLine to Jordan's endorsers and licensees to\n    promote the Jordan Fan Clubs and to facilitate the acquisition of\n    merchandise and\/or memorabilia for sale through and. In addition, SportsLine\n    will create, operate and maintain the exclusive official Jordan off-line Fan\n    Club that allows Jordan to communicate with his fans through means other\n    than Electronic Means.\n                 \n    a)  With respect to both the official online and off-line Fan Club,\n        SportsLine shall be responsible for the following services (the \"FAN\n        CLUB SERVICES\"):\n                 \n        i)    Creating and marketing a Fan Club membership package which shall\n              be subject to Jordan's and FAME's prior approval.\n                 \n        ii)   Creating a mailing list consisting of Members (as defined below).\n              SportsLine agrees, at the request of Jordan given at any time or\n              times during the Term, to deliver to Jordan, at SportsLine's cost,\n              a copy of the then-current mailing list for the Fan Clubs.\n              SportsLine acknowledges and agrees that Jordan shall have the\n              right to make use of the Fan Clubs' membership list for any\n              purpose permitted by law which Jordan may designate (including,\n              without limitation, licensing or selling such !ist) without the\n              obligation to pay any fee or compensation to SportsLine.\n\n        iii)  Soliciting individuals to become \"Fan Club members\" (the\n              \"MEMBERS\").\n\n        iv)   If mutually agreed upon, writing and sending and\/or distributing\n              to the Members periodic newsletters, press releases and touring\n              schedule updates, all of which shall be subject to Jordan's and\n              FAME's prior approval.\n\n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -10-\n\n\n\n\n\n        v)    Providing Members with an \"official\" membership card, information\n              packet and other promotional materials relating to the Fan Clubs,\n              all of which shall be subject to Jordan's and FAME's prior\n              approval.\n             \n        vi)   If mutually agreed upon, creating a merchandising presence within\n              the Jordan Web Site to provide Members with opportunities to\n              purchase officially-licensed Fan Club merchandise, all of which\n              shall be subject to further agreement between Jordan and\n              SportsLine.\n             \n        vii)  Collecting all income generated from the Fan Clubs' activities\n              accounting for and distributing the income as set forth herein.\n             \n        viii) Such other services and activities as the parties may hereafter\n              agree.\n             \n    If at any time during the Term, SportsLine or Jordan desires to add\n    additional Fan Club Services, then SportsLine may submit such request in\n    writing to Jordan, or Jordan may submit such request in writing to\n    SportsLine, and upon receipt thereof, the parties shall discuss in good\n    faith the possibility of adding such additional services.\n             \n    b)  SportsLine shall operate the Fan Clubs in accordance with the following\n        guidelines:\n             \n        i)    Fan club dues shall be established upon mutual agreement of the\n              parties.\n             \n        ii)   Jordan shall have final approval of all information, including\n              photographs, video clips, etc., to be sent, broadcast or made\n              accessible to Members and\/or used in connection with the Fan\n              Clubs, and of the parameters or rules of any Fan Club conventions\n              and\/or contests (\"FAN CLUB ACTIVITIES\"). SportsLine shall submit\n              each of these Fan Club Activities to Jordan in writing for\n              Jordan's and FAME's approval. \n\n13. CONTESTS. Jordan and FAME agree and acknowledge that their respective\n    employees, consultants and\/or advisors and members of their respective\n    immediate families (immediate family is defined as parent, sibling or any\n    person residing in the same household as employee or consultant) shall not\n    eligible to play SportsLine contests for prizes.\n             \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -11-\n\n\n\n14. PRESS RELEASES. It is the intent of the parties to issue a joint press\n    release announcing the formation of the relationship created hereby.\n    However, it is agreed that no party will issue any such press release\n    without the prior written consent of the other parties.\n            \n15. ENFORCEMENT ACTION. If either party obtains information that the rights\n    granted by Jordan to SportsLine have been breached by a third party, such\n    information shall be promptly transmitted to the other party. SportsLine\n    shall have the right, but not the obligation, to commence an action against\n    the breaching third party; provided, however, SportsLine agrees to commence\n    appropriate action if requested to do so by Jordan and\/or FAME, but only to\n    the extent approved by SportsLine's outside counsel and further subject to\n    mutual agreement among SportsLine, FAME and Jordan regarding division of the\n    expense of retaining outside counsel. If requested by SportsLine, Jordan\n    shall enter such action against such third party as an additional party\n    plaintiff.\n            \n16. ARBITRATION. The parties are desirous of reducing the time and costs of\n    resolving disputes. Accordingly, any claim or controversy arising out of or\n    in connection with the construction or application of any term, provision or\n    condition of this Agreement and shall be settled by final and binding\n    arbitration in the State of Illinois under the Rules of the American\n    Arbitration Association;-provided, however, that any such matter submitted\n    to arbitration shall be presided over by a panel of at least three (3)\n    arbitrators who each shall have experience in the area of intellectual\n    property law. The decision of the arbitrators shall- be binding upon the\n    parties. The reasonable cost of arbitration shall be borne by the losing\n    party or in such proportion as the arbitrator shall decide. Judgment on the\n    award rendered by the arbitrator may be entered in any court in the world\n    having jurisdiction. The provisions of this paragraph shall survive any\n    expiration or earlier termination of this Agreement.\n            \n17. INDEMNIFICATION BY SPORTSLINE. SportsLine shall indemnify, defend and hold\n    Jordan harmless from and against all claims, costs, liabilities, judgments,\n    expenses or damages (including reasonable attorneys' fees and court costs)\n    arising from or related to any cause of action brought against Jordan by any\n    person or entity that is not a party to this Agreement arising from or\n    related to this Agreement. This paragraph shall survive any expiration or\n    earlier termination of this Agreement.\n            \n18. INDEMNIFICATION BY JORDAN. Jordan shall indemnify, defend and hold\n    SportsLine harmless from and against all claims, costs, liabilities,\n    judgments, expenses or damages (including reasonable attorneys' fees\n            \n                               CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -12-\n\n\n\n    and court costs) arising from or related to any cause of action brought\n    against SportsLine by any person or entity that is not a party to this\n    Agreement arising from or related to (i) any Jordan Information displayed\n    through the Jordan Web Site or the SportsLine Service, (ii) the content of\n    any Jordan Information, and (iii) any breach of this Agreement, provided\n    SportsLine promptly notifies Jordan of any such claim and provides Jordan\n    the opportunity to control the defense of the action and all negotiations\n    for settlement or compromise. This paragraph shall survive any expiration or\n    earlier termination of this Agreement\n            \n19. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE\n    CONTRARY HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR\n    EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT\n    LIMITED TO LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,\n    IN ANY MANNER ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM,\n    COVENANT, REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HEREIN. THIS\n    PARAGRAPH SHALL SURVIVE ANY EXPIRATION OR EARLIER TERMINATION OF THIS\n    AGREEMENT\n            \n20. CONFIDENTIALITY. All information disclosed by either party to the other\n    party, including but not limited to the terms and conditions of this\n    Agreement or any other agreement between the parties, trade secrets of the\n    parties, any nonpublic information relating to a party's product plans,\n    designs, ideas, concepts, costs, prices, finances, marketing plans, business\n    opportunities, personnel, research, development or know-how and any other\n    nonpublic technical or business information of a party, that is marked\n    \"CONFIDENTIAL\" or identified by the disclosing party in writing as\n    confidential before or within thirty (30) calendar days after disclosure to\n    the receiving party, shall be treated as confidential by the receiving party\n    and not disclosed to any third party, including, but not limited to the NBA,\n    NBA Properties, the National Basketball Players Association and any other\n    entity of the NBA or the Chicago Bulls, without the disclosing party's\n    consent or unless required by law.\n            \n    Confidential Information shall not include information that: (a) is now or\n    subsequently becomes generally available to the public through no fault or\n    breach on the part of the receiving party; (b) the receiving party can\n    demonstrate to have had lawfully in its possession without an obligation of\n    confidentiality prior to disclosure hereunder; (c) is independently\n    developed by the receiving party without the use of any Confidential\n    Information of the disclosing party as evidenced by written documentation;\n    or (d) the receiving party lawfully obtains from a third\n            \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -13-\n\n\n\n    party who has the right to transfer or disclose it and who provides it\n    without any obligation to maintain the confidentiality of such information.\n            \n    This paragraph shall survive any expiration or earlier expiration of this\n    Agreement.\n            \n21. TERMINATION. In the event of a material breach of this Agreement by either\n    party, the other party may terminate this Agreement on thirty (30) calendar\n    days' written notice to the breaching party unless the breach is corrected\n    within the thirty (30) day period. Termination under this paragraph shall\n    not affect the right of the non-breaching party to recover damages from the\n    breaching party. No expiration or termination of this Agreement shall affect\n    or impair either party's rights or remedies under this Agreement that have\n    accrued or arisen as of or prior to such termination. Following the\n    effective date of termination, no further obligations of either party to the\n    other shall accrue under this Agreement, provided that termination shall not\n    relieve either party of any obligations arising prior to the effective date\n    of termination.\n            \n22. RELATIONSHIP OF THE PARTIES. The parties to this Agreement are independent\n    contractors, and this Agreement shall not be construed to create a\n    partnership, joint venture, employment or principal agent relationship\n    between the parties. Each party shall be solely responsible to compensate\n    any employees! agents or representatives employed or engaged by it to\n    perform duties under this Agreement and for all taxes, imposts, duties and\n    all charges of any governmental authority arising from its or his activities\n    under this Agreement. Neither SportsLine, FAME nor Jordan, nor any person or\n    entity employed by any of them, are authorized to make any representation or\n    warranty concerning the other parties or incur or assume any obligation or\n    liability for the other parties.\n            \n23. AMENDMENT: WAIVER. No amendment to this Agreement shall be valid unless such\n    amendment is in writing and is signed by the party against whom enforcement\n    is sought. Any of the terms and conditions of this Agreement may be waived\n    at any time in writing by the party entitled to the benefit thereof, but a\n    waiver in one instance shall not be deemed to constitute a waiver in any\n    other instance. A failure to enforce any provision of this Agreement shall\n    not operate as a waiver of the provision or of any other provision hereof.\n            \n24. SEVERABILITY. In the event that any provision of this Agreement shall be\n    held to be invalid, illegal or unenforceable in any circumstances, the\n    remaining provisions shall nevertheless remain in full force and effect\n            \n            \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -14-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n    and shall be construed as if the unenforceable portion or portions were\n    deleted.\n   \n25. GOVERNING LAW. This Agreement shall be governed by and construed and\n    enforced in accordance with the laws of the State of Illinois without regard\n    to its conflict of law principles.\n   \n26. NOTICES. All notices or other communications hereunder shall be in writing\n    and shall be deemed to be given or made when delivered by overnight courier\n    or first-class, postage prepaid, registered or certified mail to the\n    following address or addresses or such other address or addresses as either\n    party may designate in writing to the other in accordance with this\n    paragraph:\n   \n                  If to SportsLine:     SportsLine USA, Inc.\n                                        6340 NW 5th Way\n                                        Fort Lauderdale, Florida 33309\n                                        Attn: President\n\n                  If to Jordan or FAME: Falk Associates Management\n                  Enterprises\n                                        5335 Wisconsin Avenue, NW, Suite 850\n                                        Washington, DC 20015\n                                        Attention: David Falk\n   \n27. ASSIGNMENT.\n   \n    Neither Jordan nor SportsLine shall have the right to grant sublicenses\n    hereunder or to otherwise assign, alienate, transfer, encumber, or\n    hypothecate (all of the foregoing hereinafter \"transfer\") any of their\n    rights or obligations hereunder without the prior written consent of the\n    other. SportsLine may, without the approval of Jordan or FAME, transfer its\n    rights and\/or obligations hereunder in connection with a consolidation,\n    merger or sale of all or substantially all of SportsLine's assets with any\n    other entity. However, in the event:\n   \n    (i) SportsLine proposes to effect a merger or consolidation with any entity\n        (a \"MERGING ENTITY\") *****, and\n   \n   \n   \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -15-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n    (ii) Jordan has advised SportsLine specifically and in writing, at least\n         thirty (30) days before Jordan receives such notice of such merger or\n         consolidation or such merger or consolidation is publicly announced,\n         that such Merging Entity is a ***** within the meaning of this \n         paragraph,\n            \n    then Jordan shall have the right to terminate this Agreement by so notifying\n    SportsLine in writing on or before thirty (30) days after Jordan has\n    received notice of such proposed merger or consolidation (provided that such\n    termination shall not be effective if the merger or consolidation is not\n    consummated or if those elements of the Merging Entity which make it a *****\n    are \"spun off\" and not included in the resulting company of which \n    SportsLine is a part); provided, however, that, at SportsLine's\n    option and in SportsLine's sole and absolute discretion, Jordan shall\n    continue to receive all such Deficiency Payments in accordance with the\n    amounts and schedule provided in Exhibit C and paragraph 3 hereof shall\n    remain in full force and effect during the remainder of the Term as if this\n    Agreement had not been terminated.\n            \n28. COMPLIANCE WITH LAWS. Each party shall comply with applicable law in\n    connection with the development and publication of the Jordan Web Site.\n    Jordan and FAME and SportsLine agree, in particular, to comply with all laws\n    concerning obscenity, defamation, infringement, rights of privacy,\n    harassment and export controls, among others, and to ensure that the use,\n    reproduction and distribution of the content contained in Jordan Web Site in\n    and of itself, does not violate such laws or related legal rights of third\n    parties.\n            \n29. ACKNOWLEDGMENT AND PROTECTION OF THE LICENSED RIGHTS.\n            \n    (a) SportsLine recognizes and acknowledges the exclusive rights of Jordan in\n        and to the Jordan Endorsement. Nothing contained in or contemplated\n        under this Agreement will be construed to confer upon SportsLine any\n        right to have the Jordan Endorsement registered in the name of\n        SportsLine or to vest in SportsLine any right of ownership to the Jordan\n        Endorsement, and SportsLine will not, directly or indirectly, use,\n        register or cause to be used or registered, any word, symbol, character\n        or set of words, symbols or characters, trademark, trade name, service\n        mark or copyright consisting of, related to, similar to and\/or\n        confusingly similar to any part of the Jordan Endorsement.\n            \n    (b) During the term of this Agreement and following the expiration or\n        termination of this Agreement for any reason, SportsLine will not\n            \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -16-\n\n\n\n        (i) challenge the validity of ownership in or right to license, the\n        Jordan Endorsement, (ii) contest the fact that SportsLine's rights under\n        this Agreement are solely those of SportsLine and terminate upon\n        expiration or termination of this Agreement, (iii) represent in any\n        manner that SportsLine has any title or right to the ownership,\n        registration or use of any of the Jordan Endorsement in any manner\n        except as set forth in this Agreement, or (iv) challenge the right of\n        Jordan to grant a license for the Jordan Endorsement (unless in conflict\n        with the rights granted to SportsLine under this Agreement). Any and all\n        goodwill associated with or identified by the Jordan Endorsement will\n        inure directly or exclusively to the benefit and is the property of\n        Jordan.\n            \n    (c) SportsLine will not (i) cause which may damage or endanger the Jordan\n        Endorsement or other trade name, trademark, service mark or intellectual\n        property right of Jordan, Jordan's title thereto or the rights of any\n        other licensee or franchisee, nor (ii) interfere in any manner with nor\n        attempt to prohibit the use or registration by Jordan of the Jordan\n        Endorsement or other trade name or trademark or service mark owned or\n        licensed by Jordan.\n            \n30. HEADINGS. Paragraph headings are for convenience only and shall not be used\n    in any manner to construe this agreement.\n            \n31. ENTIRE AGREEMENT. This Agreement, and the exhibits attached hereto,\n    constitutes the entire agreement of the parties with respect to the subject\n    matter hereof and supersedes all prior and\/or contemporaneous agreements and\n    understandings, written or oral between the parties with respect to the\n    subject matter hereof.\n            \n32. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the parties in\n    counterparts, each of which when so executed and delivered shall be deemed\n    to be an original and all of which when taken together shall constitute one\n    and the same agreement.\n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -17-\n\n\n\n\n\nIN WITNESS WHEREOF, each of the parties has executed this Agreement as of the \ndate first written above.\n       \nSportsLine USA, Inc.,\na Delaware corporation\n\nBy: \/s\/ MICHAEL LEVY\n    ------------------\nName: Michael Levy\nTitle: President\n\n\/s\/ MICHAEL JORDAN\n    ---------------\nMichael Jordan (by [illegible]\n                atty in fact)\n\nFalk Associates Management Enterprises\n\nBy: \/s\/ DAVID FALK\n    -----------------------------\nName: David Falk\nTitle: Chairman\n\n\n       \n       \n       \n       \n       \n       \n       \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -18-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n                                   EXHIBIT \"A\"\n                                      TERM\n                 \nThe Term of this Agreement shall commence on the Effective Date and shall\ncontinue in effect for ten (10) years from the date of execution of this\nAgreement, unless sooner terminated according to the terms of this Agreement.\n*****.       \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                             CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -19-\n\n\n\n\n                                  EXHIBIT \"B\"\n                           SERVICES, RIGHTS &amp; CONTENT\n\n1.  SPORTSLINE RESPONSIBILITIES. SportsLine shall be responsible for the\n    following in connection with the Jordan Web Site:\n\n    a)  All aspects of the technical development, graphical user interface,\n        production and maintenance of the Jordan Web Site.\n\n    b)  All customer service, technical support, billing, fulfillment, credit\n        card authorization and processing associated with the sale of Premium\n        Features (as defined herein).\n\n    c)  Concept design and creation of all Premium Features, including the\n        official exclusive online and off-line line Jordan Fan Clubs.\n\n    d)  Maintenance of a merchandise area within the SportsLine Service\n        (including, without limitation, the Jordan Web Site) through which\n        SportsLine and Jordan will be able to sell merchandise, memorabilia and\n        custom signed products, and be responsible for all customer service,\n        technical support, billing, fulfillment, credit card authorization and\n        processing associated therewith.\n\n2.  EDITORIAL CONTROL OF THE JORDAN WEB SITE. Jordan shall have complete control\n    over the content of the Jordan Web Site, and Jordan shall be responsible to\n    provide SportsLine with all cleared content and information (including but\n    not limited to artwork, photos, articles and news clippings, biographical\n    information, audio and video clips, etc.) necessary to create and maintain\n    the Jordan Web Site, and shall use his best efforts to assist SportsLine in\n    acquiring and clearing any information and content not otherwise in Jordan's\n    possession. SportsLine shall consult with Jordan and FAME in order for the\n    Jordan Web Site content and programming to be consistent with Jordan's web\n    program and Jordan's overall marketing program. \n              \n3.  JORDAN'S SERVICES. Jordan shall provide the following services to\n    SportsLine:\n               \n    a)  Conduct at least one (1) five (5) minute interview (by land-line\n        telephone) on a weekly basis in a format designated by SportsLine.\n        SportsLine will broadcast the audio, as permitted hereby, including but\n        not limited to transcription of the questions and answers into a column\n        format and\/or use in chat sessions.\n\n                       CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -20-\n\n\n\n\n        SportsLine agrees that, as time restraints dictate, and subject to\n        Jordan's absolute discretion, such interviews and\/or chat sessions may\n        be bundled on a monthly basis consisting of one (1) twenty (20) minute\n        interview in each month. Jordan acknowledges that SportsLine may, at\n        SportsLine's option, syndicate content from the SportsLine Service and\n        the Jordan Web Site in different media, and Jordan expressly authorizes\n        such syndication.\n                 \n    b)  Answer five (5) electronic mail questions per week received from his\n        fans. SportsLine agrees that FAME shall be permitted to process the\n        electronic mail questions to facilitate a response from Jordan.\n                 \n    c)  Make one (1) personal appearance (e.g., a due diligence meeting for\n        potential investors in an initial public offering of SportsLine's stock,\n        press conference, radio or television commercial, etc.) during the Term\n        lasting no longer than one (1) hour in duration. Any other appearances\n        requested by SportsLine shall be subject to Jordan's approval, in\n        Jordan's absolute discretion.\n                 \n    d)  SportsLine may include in its letterhead Jordan's name and permit\n        SportsLine to use Jordan's name, photos and other materials reasonably\n        necessary to promote SportsLine and the Jordan Web Site. In each\n        instance, Jordan will have an opportunity to approve such use, which\n        approval shall not be unreasonably withheld; provided, however, that\n        SportsLine shall have the right without any prior approval to use screen\n        shots for promotional purposes as otherwise provided herein.\n                 \n    e)  If requested by SportsLine and subject to Jordan's schedule, Jordan\n        agrees to make himself available for a photo shoot during the Term, not\n        to exceed four (4) hours, to provide SportsLine with photographs and\n        other materials reasonably necessary for SportsLine to promote its\n        service online and off-line (including print, radio, and television) and\n        to be used in the Jordan Web Site.\n                 \n    f)  Serve as spokesmen for SportsLine to promote the appropriate\n        sports-related products and services offered on the SportsLine Service,\n        and subject to his absolute discretion, to appear in radio and\/or\n        television commercials;\n                 \n    g)  If requested by SportsLine and in Jordan's absolute discretion, Jordan\n        agrees to provide a mutually agreed upon number of items of autographed\n        merchandise, memorabilia, and\/or custom signed \n\n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -21-\n\n\n\n        products to be distributed for free to SportsLine Service Subscribers\n        and\/or members of Jordan's Fan Clubs as part of their membership kit.\n            \n    h)  Use best efforts to facilitate a relationship between SportsLine and The\n        Upper Deck Company that will ensure that SportsLine has access to (i) a\n        complete inventory of items of autographed merchandise and memorabilia;\n        (ii) product inventory and fulfillment capabilities sufficient to\n        satisfactorily support the projected demands of the parties' mutual\n        customers; (iii) digitized images of products or agree to develop such\n        images; and (iv) current costs\/MSRP and accurate descriptive information\n        on all products. In addition, subject to Upper Decks' approval and\n        cooperation, Jordan agrees to develop a complete line of custom signed\n        products exclusively for sale on Jordan's Web Site, including game-worn\n        and game-used products, apparel and equipment. With respect to such\n        game-worn and game-used products, lordan shall, after each event in\n        which any such item is worn or otherwise used, promptly send all such\n        items to SportsLine cleaned and autographed for sale and\/or auction on\n        Jordan's Web Site, provided, however, that nothing in this Agreement\n        shall cause or require Jordan to provide SportsLine with any autographs,\n        or any additional time, in connection with such autographed merchandise\n        and memorabilia. SportsLine agrees and acknowledges that any and all\n        autographs must come from the Upper Deck Company pursuant to Jordan's\n        agreement with the Upper Deck Company.\n            \n    SportsLine agrees and acknowledges that any and all services from Jordan\n    required and\/or requested by SportsLine shall be subject to Jordan's\n    schedule.\n            \n4.  ADDITIONAL CONCEPTS. In addition to the foregoing, SportsLine and Jordan\n    agree to work together to create new and innovative products and concepts to\n    constantly improve the Jordan Web Site to keep it on the cutting edge.\n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n                               CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -22-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                                   EXHIBIT \"C\"\n                                  CONSIDERATION\n            \n1.  DEFINITIONS. *****.\n            \n2.  ADVERTISING\/SPONSORSHIPS. *****.\n            \n3.  EQUITY. *****. In\n    connection with the issuance of the Warrants, Jordan agrees to enter into\n    the \"Lock-Up\" Agreement attached hereto as EXHIBIT \"G\", and any similar\n    agreements as may be required by SportsLine's underwriters and\/or lenders in\n    connection with any further securities offerings and\/or financings.\n\n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -23-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n4.  MERCHANDISE AND MEMORABILIA. *****.\n\n5.  PREMIUM FEATURES. *****.\n\n6.  MINIMUM GUARANTEE. *****:\n\n\n    a)  *****:\n\n\n\n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -24-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n           \n7.  *****.\n           \n8.  RECORDS; AUDIT. SportsLine shall make ***** payments due to Jordan\n    underthis Agreement on a quarterly basis, within thirty (30) calendar days\n    following the end of the applicable quarter; such quarters ending on January\n    30, March 31, June 30, and September 30 of each year. Each such payment\n    shall be accompanied by a statement showing in reasonable detail how such\n    payment was computed. SportsLine will create, and maintain for a period of\n    not less than one (1) year following the end of the applicable calendar\n    year, records that accurately reflect the basis and calculation for the\n    payments required under this Agreement. Within ninety (90) calendar days\n    following the end of each calendar year, Jordan may request an audit of the\n    payments made by SportsLine hereunder. Such audit may be conducted by an\n    independent auditing firm selected by Jordan at its expense; provided, that\n    if an audit documents that SportsLine has underpaid Jordan in any calendar\n    year by an amount equal to five percent (5%) or more of the amount that\n    should have been paid hereunder, then SportsLine shall reimburse Jordan for\n    its actual cost incurred to the independent auditing firm to conduct such\n    audit. Jordan's independent auditor shall not disclose to Jordan or any\n    third party the contents of the SportsLine's\n           \n           \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -25-\n\n\n\n\n    books and records, other than information necessary to determine the \n    calculation of the correct amount of any payments required to be made \n    hereunder.\n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                 \n                             CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -26-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n                                      EXHIBIT \"D\"\n\n             *****\n\n            \n            \n            \n            \n            \n            \n            \n            \n            \n            \n                             CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -27-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n                                   EXHIBIT \"D\" (CONT'D)\n  \n              *****\n  \n  \n  \n  \n  \n  \n  \n  \n  \n  \n                             CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -28-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                                EXHIBIT \"E\"\n\n            *****\n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -29-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n           \n                                   EXHIBIT \"F\"\n                                 ***** WARRANTS\n\nTHESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE\nWARRANTS (THE \"WARRANT SHARES\") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933 (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES LAWS.\nTHE WARRANT SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS\nREGISTERED UNDERTHE SECURITIES ACT AND ANY APPLlCABLE STATE SECURITIES LAWS OR\nPURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE\nSELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY\nCONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT\nTHEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN\nINDEFINITE PERIOD OF TIME.\n\n_________________, 1997\n\n                              SPORTSLINE USA, INC.\n\n               WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK\n\n         FOR VALUE RECEIVED, SPORTSLINE USA, INC., a Delaware corporation\n(\"SportsLine\" or the \"Company\"), hereby certifies that Michael Jordan or his\nregistered assigns (the \"Holder\") is entitled, subject to the provisions\ncontained herein, to purchase from the Company ***** fully paid and\nnon-assessable shares of Common Stock (as defined below), subject to adjustment\nas provided herein, at an exercise price per share of Common Stock (the\n\"Exercise Price\", of $****.\n\n         The term \"Common Stock\" means the Common Stock, par value $.01 per\nshare, of the Company as constituted on the date hereof. The number of shares of\nCommon Stockto be received upon the exercise of these Warrants may be adjusted\nfrom time to time as hereinafter set forth. The shares of Common Stock\ndeliverable upon such exercise, and as adjusted from time to time, are\nhereinafter referred to as \"Warrant Stock.\" The term \"Other Securities\" means\nany other securities that may be issued by the Company in addition to, or in\nsubstitution for, the Warrant Stock.\n\n                          CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -30-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n           \n         References herein to the \"Company\" are to (i) SportsLine and any\nsuccessor thereto, (ii) any successor corporation resultng from the merger or\nconsolidation of SportsLine, or any successor thereto, with another corporation\nor (ii) any corporation to which SportsLine, or any successor thereto, has\ntransferred its property or assets as an entirety or substantially as an\nentirety.\n           \n         Upon receipt by the Company of evidence reasonably satisfactory to it\nof the loss, theft, destruction or mutilation of these Warrants, and (in the\ncase of loss, theft or destruction) of reasonably satisfactory indemnification,\nand upon surrender and cancellation of these Warrants, if mutilated, the Company\nshall execute and deliver new Warrants of like tenor and date. Any such new\nWarrants, upon execution and delivery, shall constitute an additional\ncontractual obligation on the part of the Company, whether or not these Warrants\nso lost, stolen, destroyed or mutilated shall be at any time enforceable by\nanyone.\n           \n         The Holder agrees with the Company that these Warrants are issued, and\nall the rights hereunder shall be held subject to, all of the conditions,\nlimitations and provisions set forth herein, including the following:\n           \n         1. EXERCISE OF WARRANTS.\n           \n         1.1 EXERCISE PERIOD: METHOD OF EXERCISE. These Warrants shall vest and\nbecome exercisable as follows: (a) with respect to ***** shares of Common\nStock, one (1) year after the date first written above; and (b) with respect to\nan additional ***** shares of Common Stock, at the end of each consecutive one\n(1) year period thereafter until the Warrants have become exercisable with\nrespect to the total number of shares of Common Stock set forth above; provided,\nhowever, that the vesting of the Warrants shall be subject to the condition that\nthat certain Advisory Agreement dated as of ___________________, 1997 (the\n\"Advisory Agreement\") between SportsLine and the Holder, as amended or modified,\nshall be in effect at the relevant vesting date(s), and no further Warrants\nshall vest on or after the expiration, nonrenewal or termination of said\nagreement. Subject to the foregoing, any vested Warrants may be exercised, in\nwhole or in part, at any time, or from time to time during the period commencing\non the date hereof and expiring on the date of expiration or earlier termination\nof the Advisory Agreement, by presentation and surrender of these Warrants to\nthe Company at its principal office (which on the date hereof is 6340 N.W. 5th\nWay, Ft. Lauderdale, Florida 33309), or at the office of its stock transfer\nagent (which on the date hereof is the Company), if any, with the Warrant\nExercise Form attached hereto duly executed and accompanied by payment (either\nin cash or by certified or official bank check or checks, payable to the order\nof the Comparny) of the Exercise Price for the number of shares specified in\nsuch form. If these Warrants are exercised in part only, the Company shall, upon\nsurrender of these Warrants\n           \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -31-\n\n\n           \nfor cancellation, execute and deliver new Warrants evidencing the rights of the\nHolder thereof to purchase the balance of Warrant Stock (and Other Securities)\npurchasable hereunder. Upon receipt by the Company of these Warrants, together\nwith the Exercise Price, at its office, or by the Company's stock transfer agent\nat its office, in proper form for exercise, the Holder shall be deemed to be the\nholder of record of the Warrant Stock (and Other Securities) issuable upon such\nexercise, notwithstanding that the transfer books of the Company shall then be\nclosed or that certificates representing such Warrant Stock (or Other\nSecurities) shall not then be actually delivered to the Holder. The Company\nshall pay any and all documentary stamp or similar issue or transfer taxes\npayable in respect of the issue or delivery of Warrant Stock (and Other\nSecurities) upon exercise of these Warrants.\n          \n         2. RESERVATION OF SHARES AND OTHER SECURITIES. The Company will at all\ntimes reserve for issuance and delivery upon exercise of these Warrants all\nshares of Warrant Stock and other shares of capital stock of the Company (and\nOther Securities) from time to time receivable upon exercise of these Warrants.\nAll such shares (and Other Securities) shall be duly authorized and, when issued\nupon such exercise, shall be validly issued, fully paid and non-assessable and\nfree and clear of all preemptive rights.\n          \n         3. FRACTIONAL SHARES. No fractional shares or scrip representing\nfractional shares shall be issuable upon the exercise of these Warrants, but the\nCompany shall pay the Holder an amount equal to the fair market value of such\nfractional share in lieu of each fraction of a share otherwise issuable upon any\nexercise of these Warrants, as determined by the Board of Directors in its\nreasonable discretion.\n          \n         4. EXCHANGE OF WARRANTS. These Warrants are exchangeable, without\nexpense, at the option of the Holder, upon presentation and surrender hereofto\nthe Company or at the office of its stock transfer agent, if any, for other\nWarrants of different denominations, entitling the Holder hereofto purchase in\nthe aggregate the same number of shares of Warrant Stock (and Other Securities)\npurchasable hereunder.\n\n         5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be\nentitled to any rights as a shareholder of the Company, either at law or in\nequity, and the rights of the Holderare limited to those expressed herein.\n          \n         6. ANTI-DILUTION PROVISIONS.\n          \n         6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time\nsubdivide its outstanding shares of Common Stock (or Other Securities at the\ntime receivable upon the exercise of these Warrants) by recapitalization,\n          \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -32-\n\n\n\nreclassification or split-up thereof, or if the Company shall declare a stock\ndividend or distribute shares of Common Stockto its shareholders, the number of\nshares of Common Stock (or Other Securities) subject to these Warrants\nimmediately prior to such subdivision shall be proportionately increased and the\nExercise Price per share shall be proportionately decreased, and if the Company\nshall at any time combine the outstanding shares of Common Stock (or Other\nSecurities) by recapitalization, reclassification or combination thereof, the\nnumber of shares of Common Stock (or Other Securities) subject to these Warrants\nimmediately prior to such combination shall be proportionately decreased and the\nExercise Price per share shall be proportionately increased. Any such\nadjustments pursuant to this Section 6.1 shall be effectve at the close of\nbusiness on the effective date of such subdivision or combination or, if any\nadjustment is the result of a stock dividend or distribution, then the effective\ndate for such adjustment shall be the record date therefor.\n            \n         6.2 ADJUSTMENT FOR REORGANIZATION. Consolidation. Merger. Etc. (a) In\ncase of any reorganization of the Company (or any other corporation, the\nsecurities of which are at the time receivable upon the exercise of these\nWarrants) after the date hereof or in case after such date the Company (or any\nsuch other corporation) shall consolidate with or merge into another corporation\nor convey all or substantially all of its assets to another corporation, then,\nand in each such case, the Holder of these Warrants, upon the exercise hereof,\nat any time after the consummation of such reorganization, consolidation, merger\nor conveyance, shall be entitled to receive, in lieu of the securities and\nproperty receivable upon the exercise of these Warrants prior to such\nconsummation, the securities or property to which such Holder would have been\nentitled upon such consummation if such Holder had exercised these Warrants\nimmediately prior thereto (but had not exercised any rights with respect to such\nsecurities or property in connection with the reorganization, consolidation,\nmerger or conveyance); in each such case, the terms of these Warrants shall be\napplicable to the securities or property receivable upon the exercise of these\nWarrants after such consummation.\n            \n         (b) In any case where the Company shall consolidate with or merge into\nanother corporation, and shall not be the surviving corporation, or shall convey\nall or substantially all of its assets to another corporation, then, and in each\nsuch case, the surviving corporation or the corporation that shall have received\nsubstantially all of the Company's assets shall expressly assume the obligations\nof the Company under these Warrants in a form reasonably satisfactory to the\nHolder hereof.\n            \n         6.3 NO IMPAIRMENT. The Company will not, by amendment of its charter or\nthrough reorganization, consolidation, merger, dissolution, issue or sale of\nsecurities, sale of assets or any other voluntary action, avoid or seek to avoid\nthe\n            \n                          CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -33-\n\n\n\nobservance or performance of any of the terms of these Warrants, but will at all\ntimes in good faith assist in the carrying out of all such terms and in the\ntaking of all such action as may be necessary or appropriate in order to protect\nthe rights of the Holderof these Warrants against impairment. Without limiting\nthe generality of the foregoing, while these Warrants are outstanding, the\nCompany (a) will not permit the par value, if any, of the shares of Warrant\nStock to be above the amount payable therefor upon such exercise and (b) will\ntake all such action as may be necessary or appropriate in order that the\nCompany may validly and legally issue or sell fully paid and non-assessable\nshares of Warrant Stock and Other Securities upon the exercise of these\nWarrants.\n           \n         6.4 CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the\nnumber of shares of Warrant Stock or Other Securities receivable upon the\nexercise of these Warrants, the Company at its expense will promptly compute\nsuch adjustment in accordance with the terms of these Warrants and prepare a\ncertificate executed by an executive officer of the Company setting forth such\nadjustment and showing in detail the facts upon which such adjustment is based.\nThe Company will forthwith mail a copy of each such certificate to the Holder.\n           \n         6.5 NOTICES OF RECORD DATE. Etc. In case:\n           \n         (a) the Company shall take a record of the holders of its Common Stock\n(or Other Securities at the time receivable upon the exercise of these Warrants)\nfor the purpose of entitling them to receive any dividend (other than a cash\ndividend at the same rate as the rate of the last cash dividend theretofore\npaid) or other distribution, or any right to subscribe for, purchase or\notherwise acquire any shares of stock of any class or any other securities, or\nto receive any other right; or\n           \n         (b) of any capital reorganization of the Company, any reclassification\nof the capital stock of the Company, any consolidation or merger of the Company\nwith or into another corporation, or any conveyance of all or substantially all\nof the assets of the Company to another corporation; or\n           \n         (c) of any voluntary or involuntary dissolution, liquidation or winding\nup of the Company;\n           \nthen, and in each such case, the Company shall mail or cause to be mailed to\neach Holder of a Warrant at the time outstanding a notice specifying, as the\ncase may be, (i) the date on which a record is to be taken for the purpose of\nsuch dividend, distribution or right, and stating the amount and character of\nsuch dividend, distribution or right, or (ii) the date on which such\nreorganization, reclassification, consolidation, merger, conveyance,\ndissolution, liquidation or winding up is to take place, and the time, if any,\nto be fixed, as to which the\n           \n                               CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -34-\n\n\n\nholders of record of Warrant Stock (or such other securities at the time\nreceivable upon the exercise of these Warrants) shall be entitled to exchange\ntheir shares of Warrant Stock (or such other securities) for securities or other\nproperty deliverable upon such reorganization, reclassification, consolidation,\nmerger, conveyance, dissolution, liquidation or winding up. Such notice shall be\nmailed at least 20 days priorto the date therein specified and these Warrants\nmay be exercised priorto said date during the term of these Warrants.\n            \n         8. RESTRICTIONS ON TRANSFER OF WARRANTS WARRANT STOCK AND OTHER\nSECURITIES. The Warrant Stock and Other Securities may not be sold, transferred\nor otherwise disposed of unless registered under the Securities Act of 1933 (the\n\"Securities Act\") and any applicable state securities laws or pursuant to\navailable exemptions from such registration, provided that the seller delivers\nto the Company an opinion of counsel satisfactory to the Company confirming the\navailability of such exemption.\n            \n         9. LEGEND. Unless the shares of Warrant Stock or Other Securities have\nbeen registered under the Securities Act, upon exercise of any of these Warrants\nand the issuance of any of the shares of Warrant Stock or Other Securities, all\ncertificates representing such securities shall bear on the face thereof\nsubstantially the following legend:\n            \n         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n         1933 (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES\n         LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS\n         REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES\n         LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION,\n         PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL\n         SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH\n         EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR\n         THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF\n         TIME.\n            \n         10. NOTICES. All notices required hereunder shall be in writing and\nshall be deemed given when telegraphed, delivered personally or within two days\nafter mailing when mailed by certified or registered mail, return receipt\nrequested, to the Company at its principal office, or to the Holder at the\naddress set forth on the record books of the Company, or at such other address\nof which the Company or the Holder has been advised by notice in writing\nhereunder.\n            \n            \n            \n                               CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -35-\n\n\n\n\n\n         11. APPLICABLE LAW. These Warrants shall be governed by, and construed\nin accordance with, the laws of the State of Delaware, without giving effect to\nconflicts of law principles.\n           \n           \n           \n           \n           \n           \n           \n           \n           \n           \n           \n           \n           \n                             CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -36-\n\n\n\n\n\n         IN WITNESS WHEREOF, the Company has caused these Warrants to be signed\non its behalf, in its corporate name, by its duly authorized officer, all as of\nthe day and year first above written.\n           \n                                          SPORTSLINE USA, INC.\n           \n           \n                                          By:\n                                             --------------------------------\n                                           Titie: President\n           \n           \n           \n           \n           \n           \n           \n                             CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -37-\n\n\n\n\n                              WARRANT EXERCISE FORM\n            \n         The undersigned hereby irrevocably elects to exercise Warrants to\npurchase __________ shares of Common Stock of SportsLine USA, Inc., a Delaware\ncorporation, and hereby makes payment of $_______________ in full satisfaction\ntherefor.\n            \n            \n                                           __________________________________\n                                           Signature\n            \n            \n            \n                                           __________________________________\n                                           Signature, if jointly held\n            \n            \n            \n                                           __________________________________\n                                           Date\n\n\n                       INSTRUCTIONS FOR ISSUANCE OF STOCK\n               (if other than to the Holder of the within Warrants)\n            \n            \nName____________________________________________________________________________\n                                   (Please typewrite or print in block letters)\n\n\nAddress_________________________________________________________________________\n\n\n________________________________________________________________________________\n\nSocial Security or Taxpayer Identification Number_______________________________\n\n                          CONFIDENTIAL AND PROPRIETARY\n\n\n                                    Page -38-\n\n\n\n\nSportsLine USA, Inc. \n6340 N.W. 5th Way \nFort Lauderdale, Florida 33309\n            \nGentlemen:\n            \n         This letter is being furnished in connection with the acquisition by\nthe undersigned of warrants (\"Warrants\") to purchase shares of common stock,\n$.01 par value (\"Comman Stock\"), of SportsLine USA, Inc., a Delaware corporation\n(the \"Company\"). In connection with the acquisition of the Warrants, the\nundersigned hereby represents and warrants to the Company as follows:\n            \n         1. The undersigned is acquiring the Warrants solely for the\nundersigned's own accourt and not for the account or beneficial interest of any\nother person, and the Warrants are not being acquired with a view to or for\nresale in connection with any distrbution within the meaning of the Act.\n            \n         2. The undersigned acknowledges that (a) the offer and sale of the\nWarrants and the Common Stock issuable upon exercise of the Warrants\n(collectively, the \"Securities\") have not been registered under the Securities\nAct of 1933, as amended (the \"Act\"), or applicable state securities laws, and\nmay not be sold, transferred, pledged, or otherwise disposed of unless\nsubsequently so registered or unless the undersigned delivers to the Company an\nopinion of counsel satisfactory to the Company that registration under the Act\nand any applicable state securities laws is not required; (b) the Company is\nunder no obligation to register or perfect any exemption for resale of the\nSecurities; and (c) any certificate evidencing the Securities will bear a\nrestrictive legend prohibiting the transfer thereof except in compliance with\napplicable federal and securities laws. The undersigned understands that at\npresent there is no market for the Securities and that such a market is not\nlikely to exist in the foreseeable future.\n            \n         3. In acquiring the Securities, the undersigned has not acted on the\nbasis of any representations end warranties concerning the business or financial\ncondition of the Company, other then those contained in documents furnished to\nthe undersigned by the Company specifically in connection with such acquisition.\nThe undersigned is an \"accredited investor\", as defined in Rule 501 of\nRegulation D promulgated under the Act, has such knowledge and experience in\nbusiness, financial and investment makers that the undersigned is capable of\nevaluating the merits and risks of an investment in the Securities, and has been\nafforded the opportunity to ask questions of, and receive answers from, the\nCompany and to obtain any additronai information necessary to verify the\naccuracy of any information provided by the Company, and in general had access\nto all information the undersigned deemed material to an investment decision\nwith respect to the acquisition of the Securities.\n            \n         The undersigned acknowledges that the Company will rely on foregoing\nrepresentations and warranties and agrees to indemnify and hold harmless the\nCompany, its officers and directors and any controlling persons of the Company\nfrom and against any and all loss, damage or liability arising out of any\nmisrepresentation contained herein. This letter shall be binding upon the\n            \n            \n            \n            \n            \n            \n            \n            \n            \n                               CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -39-\n\n\n\n\nundersigned's heirs, executors, administrators, legal representatives,\nsuccessors and assigns, and inure to the benefit of the Company's successors and\nassigns.\n            \n                                                Michael Jordan\n\n                                                _____________________\n            \nDated:______________________________\n            \n            \n            \n            \n            \n            \n                               CONFIDENTIAL AND PROPRIETARY\n\n                                    Page -40-\n\n\n       \n\n\n\n\n\n                                   EXHIBIT \"G\"\n\n\n\n\n                                                 ____________________, 1997\n\nSPORTSLINE USA, INC.\n6340 N.W. 5th Way\nFort Lauderdale, Florida 33309\n\nROBERTSON, STEPHENS &amp; COMPANY LLC\nCOWEN &amp; COMPANY\nMONTGOMERY SECURITIES\n  as Representatives of the\n     Several Underwriters\nc\/o Robertson, Stephens &amp; Company LLC\n555 California Street\nSan Francisco, California 94104\n\n\nLadies and Gentlemen:\n\n         The undersigned understands that Robertson, Stephens &amp; Company LLC,\nCowen &amp; Company and Montgomery Securities, as representatives (the\n\"Representatives\") of the several underwriters (the \"Underwriters\"), proposed to\nenter into an Underwriting Agreement (the \"Underwriting Agreement\") with\nSportsLine USA, Inc. (the \"Company\"), providing for the initial public offering\nby the Underwriters, including the Representatives, of common stock, $.01 par\nvalue per share (the \"Common Stock\"), of the Company (the \"Public Offering\").\n\n         In consideration of the Underwriters' agreement to purchase and\nundertake the Public Offering and for other good and valuable consideration, the\nreceipt of which is hereby acknowledged, the undersigned agrees that, without\nthe prior written consent of Robertson, Stephens &amp; Company LLC, the undersigned\nwill not directly or indirectly offer, sell, solicit an offer to buy, make any\nshort sale, pledge, grant any option to purchase, contract to sell, or otherwise\ndispose of or transfer any shares of Common Stock of the Company (including,\nwithout limitation, shares of Common Stock which may be deemed to be\nbeneficially owned by the undersigned in accordance with the rules and\nregulations of the Securities and Exchange Commission) or any securities\nconvertible into or exercisable or exchangeable for such Common Stock (including\nshares of Common Stock which may be issued upon exercise of a stock option or\nwarrant) or, in any manner, transfer all or a portion of the economic\nconsequences associated with the ownership of the Common Stock (including,\nwithout limitation, by way of equity swap, hedging, or any other form of\nderivative transaction) (any of the foregoing, a \"Transfer\"), or exercise any\nregistration rights with respect to the Common Stock, in each case for the\nperiod\n\n\n\n\n_________________, 1997\nPage 2\n\n\n\nending 180 days from the date the Registration Statement (No. 333-25259) filed\nby the Company in connection with the Public Offering is declared effective by\nthe Securities and Exchange Commission; provided, however, that the undersigned\nmay Transfer, including any Transfer as a bona fide gift, any such securities to\nany person who, at or prior to the time of such Transfer, has executed and\ndelivered to the Representatives a letter agreement in the form hereof.\n\n         In addition, the undersigned agrees that the Company may, with respect\nto any shares for which the undersigned is the record or beneficial holder,\ncause the transfer agent for the Company to note stop transfer instructions with\nrespect to such shares on the transfer books and records of the Company.\n\n         The undersigned hereby represents and warrants that the undersigned has\nfull power and authority to enter into this letter agreement, and that, upon\nrequest, the undersigned will execute any additional documents necessary or\ndesirable in connection with the enforcement hereof. All authority herein\nconferred or agreed to be conferred shall survive the death or incapacity of the\nundersigned and all obligations of the undersigned created hereunder shall be\nbinding upon the heirs, personal representatives, successors, and assigns of the\nundersigned. This letter agreement shall automatically terminate on the earlier\nof (i) August 1, 1997, in the event that the Underwriting Agreement is not\nexecuted by the Company or on prior to that date and (ii) the date that the\nUnderwriting Agreement is terminated, in the event that the Underwriters do not\npurchase the Common Stock and the Underwriting Agreement is terminated pursuant\nto its terms.\n\n                                   Very truly yours,\n\n\nDated:______________________       _________________________________\n                                   Name of Holder\n\n\n                                   _________________________________\n                                   Signature\n\n\nDated:______________________       _________________________________\n                                   Name of Joint Holder\n\n\n                                   _________________________________\n                                   Signature\n\n\n\n\n<type>EX-10.15\n\n<sequence>3\n\n\n                                                                  EXHIBIT 10.15\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n                               ADVISORY AGREEMENT\n\n    \n         This Advisory Agreement, dated as of July 1st, 1997, between ETW Corp.\n(\"ETW\") and SportsLine USA, Inc. (\"SportsLine\") provides as follows:\n            \n         SportsLine desires to contract with ETW for certain advisory services\nrelated to its sports-oriented on-line service (the \"Service\"), and ETW is\nwilling to render such services (including the services of Tiger Woods\n(\"Woods\")) as hereinafter provided. In consideration of the mutual agreements\nand covenants set forth in this Agreement, the receipt and adequacy of which is\nhereby acknowledged, the parties agree as follows:\n            \n         1. ESTABLISHMENT OF WOODS WEB SITE. SportsLine, will in consultation\nwith and subject to the approval of ETW, design, produce and maintain a\ndesignated area of the Service that will exclusively feature content regarding\nWoods and ETW and will be accessible to users of the Worldwide Web (the \"Web\")\nportion of the Internet through a \"free\" area of the Service without the\nnecessity of being a subscriber to the Service (hereinafter, the \"Woods Web\nSite\"). The Woods Web Site will be operated by SportsLine on SportsLine's\nservers at a Web address (the \"URL\") mutually agreed upon by the parties\n(tentatively, tiger.sportsline.com); SportsLine and ETW will also develop\n\"premium\" features including, but not limited to, the exclusive official Woods\non-line \"fan club\" (described in more detail below) that will permit visitors to\nthe Woods Web Site who pay a specified fee to obtain access to periodically\nupdated information and\/or applications not generally made available to other\nvisitors to the Woods Web Site (\"Premium Features\"); any such Premium Features\nwould contain such content, and be offered at prices and on terms, as may be\nmutually agreed by SportsLine and ETW. In connection with the Woods Web Site,\nSportsLine will, at its sole cost and expense:\n \n         (a) DESIGN AND MAINTENANCE. Maintain full responsibility for the\ndesign, technical development, production and maintenance (including customer\nphone support) of the Woods Web Site, including publishing any content as\nprovided by ETW in accordance with the terms hereof, which design shall, in all\nevents, be subject to the prior approval of ETW;\n  \n         (b) MARKETING AND CONTENT. Coordinate all on-line marketing efforts\nregarding the Woods Web Site and work closely with ETW and its representatives\nto make recommendations regarding new content areas, Premium Features and other\ninitiatives for the Woods Web Site to ensure that ETW maximizes its association\nwith SportsLine which markering efforts and content shall, in all events, be\nsubject to the prior approval of ETW. It is understood and agreed that all\nmarketing efforts regarding the Woods Web Site, including but not limited to\ncontacting and procuring sponsors, endorsers or advertisers therefor, will be\ncoordinated exclusively through the IMG Group of Companies. Without limiting the\nforegoing, all sponsors and endorsers of or advertisers on the Woods Web Site\nand the terms of any contracts with such sponsors, endorsers or advertisers\nshall be subject to ETW's prior approval;\n  \n         (c) ACCOUNT EXECUTIVE AVAILABILITY. At ETW's request, make ETW's\nAccount Executive at SportsLine available to anend a reasonable number of\ninternal ETW meetings to ensure that SportsLine is fully apprised of ETW\nmarketing, merchandising and communications\n\n                                      -1-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n         \ngoals and objectives and, in connection therewith, execute any and all\nconfidentiality agreements reasonably requested by ETW;\n \n         (d) *****;\n \n         (e) TRAINING AND ASSISTANCE. Make ETW's Account Executive at SportsLine\navailable to educate and train Woods and other ETW representatives with respect\nto the functionality of the SportsLine Service and be available to assist them,\nat their request, should they require any assistance regarding the use of the\ncomputers described above in connection with this Agreement;\n\n         (f) INTERNET ACCESS. Develop and provide Internet access to the Woods\nWeb Site within ninety (90) days after the execution of this Agreement;\n \n         (g) CUSTOMER SERVICE AND BILLING. Be responsible for all customer\nservice, technical support, billing, credit card authorization and processing\nassociated with the sale of Premium Features; and\n \n         (h) FREE SUBSCRIPTIONS. In order to maximize the effectiveness of the\nWoods Web Site, provide ETW with a reasonable number (to be mutually agreed\nupon) of free subscriptions to the Service and reasonable number (to be mutually\nagreed upon) of free accesses to Premium Features to be used by ETW and its\ndesignees; and\n \n         (i) FIELD REPORTER. Within 30 days of the date hereof, SportsLine will\nretain Mark Saltau, or another individual approved by ETW, as a field reporter\n(the \"Reporter\") to be ETW's primary conduit of information to SportsLine's\nexecutive producer assigned to ETW's account. SportsLine will, upon request of\nETW at any time, replace the individual retained as the Reporter with another\nindividual approved by ETW.\n \n         2. ENGAGEMENT OF ETW: DESCRIPTION OF ADVISORY SERVICES. (a) SportsLine\nhereby engages and retains ETW, for a period of three (3) years commencing on\nthe date hereof, subject to any extensions, renewals or early termination\npursuant to the provisions hereof (the \"Advisory Period\"), to render the\nfollowing services (the \"Advisory Services\"):\n \n            (i)    ADVISORY BOARD. Designate Woods to serve on SportsLine's\n                   advisory board (it is understood and agreed that Woods will\n                   not be required to attend or appear at any scheduled advisory\n                   board meetings unless he chooses to do so, will not be a\n                   member of SportsLine's Board of Directors, will not have any\n                   vote, will have none of the duties or obligations applicable\n                   to an actual Board member, including but not limited to\n                   fiduciary duty, duty of loyalty, etc., and will not be\n                   required to perform any services that would be subject to\n                   federal or state securities laws);\n\n                                      -2-\n\n\n         \n            (ii)   CONSULTATION. Consult with and advise SportsLine from time to\n                   time at SportsLine's request and ETW's reasonable convenience\n                   with respect to corporate, business and marketing strategy\n                   with respect to the Woods Web Site;\n\n            (iii)  INTRODUCTION TO CORPORATE SPONSORS AND STRATEGIC PARTNERS.\n                   Use its commercially reasonable efforts to introduce\n                   SportsLine, upon SportsLine's request, to potential corporate\n                   sponsors and strategic partners and to assist SportsLine in\n                   the sale of advertising and sponsorships. All fees, charges\n                   or other amounts payable for any such sponsorships and\n                   advertising shall be payable to and retained by SportsLine;\n                   provided, that SportsLine will be obligated to compensate ETW\n                   with respect to such sponsorship or advertising revenues\n                   which are generated by ETW in accordance with Section\n                   4(a)(ii) hereof;\n\n            (iv)   INTRODUCTION TO LICENSEES. Use its commercially reasonable\n                   efforts to introduce SportsLine to ETW licensees who have the\n                   right to sell ETW endorsed or logged merchandise for purposes\n                   of possible sale of such merchandise through the Woods Web\n                   Site and will reasonably cooperate with SportsLine and ETW's\n                   licensees in such efforts. All fees, charges or other amounts\n                   payable with respect to such sales received by SportsLine\n                   shall be retained by SportsLine subject only to SportsLine's\n                   obligations to pay any fees to such vendor and ETW royalties\n                   on such sales negotiated with such vendor. SportsLine shall\n                   be solely responsible for entering into and administering any\n                   such arrangement with ETW merchandise vendors. Subject to\n                   obtaining any necessary third party consents, if ETW elects\n                   to create any custom memorabilia, such as items personally\n                   autographed by Woods (\"Woods Memorabilia\"), for sale solely\n                   through SportsLine, ETW shall pay SportsLine a percentage of\n                   the retail sales price for such Woods Memorabilia to be\n                   agreed upon by the parties;\n\n            (v)    USE OF WOODS' NAME AND LIKENESS. Grant to SportsLine (A) the\n                   non-exclusive, non-transferable, royalty-free, worldwide\n                   right and license to include in its letterhead Woods' name as\n                   a member of and listed with other members of SportsLine's\n                   advisory board, such list appearing in a commercially\n                   reasonable and customary fashion and (B) the exclusive,\n                   non-transferable, royalty-free, worldwide right and license\n                   to use Woods' name and likeness as reasonably necessary in\n                   promoting the Woods Web Site and the Service; provided, that\n                   SportsLine shall notify ETW of its intended use of such\n                   materials and any such use shall be subject to ETW's consent\n                   (which consent shall not be unreasonably withheld). For this\n                   purpose, ETW shall, upon request, cause Woods to provide\n                   SportsLine with any \"stock\" photographs of himself (with\n                   respect to which ETW, Woods or his\n\n                                      -3-\n\n\n\n                   authorized agent, IMG, has full ownership rights). SportsLine\n                   shall have the right to produce and broadcast radio and\n                   television commercials and print advertising utilizing Woods'\n                   name and likeness as described above, as well as the ETW\n                   Information (to the extent SportsLine obtains all necessary\n                   third party consents), to promote the Woods Web Site and the\n                   Service; provided that all such media promotion shall be\n                   subject to ETW's prior written approval. It is understood\n                   that any such media promotion shall not require the services\n                   of Woods;\n\n            (vi)   PERSONAL APPEARANCE. Upon request and at a time and location\n                   of ETW's choosing, cause Woods to make a personal appearance\n                   of no longer than 30 minutes in duration at a press\n                   conference to announce the launching of the Woods Web Site\n                   and the relationship between Woods and SportsLine. It is\n                   understood that ETW shall have prior approval of all\n                   information and material to be distributed or disseminated in\n                   any fashion at such press conference and SportsLine agrees\n                   not to distribute or disseminate any such material without\n                   first obtaining ETW's approval; and\n\n            (vii)  PRESS CONFERENCES. Upon request and subject to SportsLine\n                   obtaining, at its own cost, all necessary consents,\n                   permissions and access, and except as may be restricted by\n                   other agreements or arrangements ETW or Woods has with third\n                   parties as of the date hereof, allow SportsLine to simulcast\n                   any and all of Woods' press conferences on the Woods Web\n                   Site; and\n\n            (viii) MONTHLY UPDATES. Subject to SportsLine successfully retaining\n                   the Reporter, submit (or cause to be submitted) 30 minutes of\n                   audio and\/or video content, on a monthly basis, each to be\n                   published under Woods' name on the Woods Web Site on a\n                   variety of appropriate topics relating to the sport of golf\n                   and whatever other content ETW desires to include in the\n                   Woods Web Site. To provide such content, ETW will, at ETW's\n                   sole discretion, cause Woods, Mr. Earl Woods or IMG to\n                   cooperate with the Reporter at a time and place convenient to\n                   Woods, Mr. Earl Woods or IMG, as the case may be. It is\n                   understood that Woods will so cooperate with the Reporter to\n                   personally provide 10 minutes of such 30 minutes of content\n                   which may be audio and\/or videotaped.\n\n         (b) WOODS' AVAILABILITY. ETW agrees to devote a reasonable amount of\ntime, under the circumstances, toward the performances of its duties hereunder.\nWhenever ETW is required to make Woods available, SportsLine understands and\nagrees that any such occasion is subject to Woods personal and professional\nschedule (for example, Woods will not be available during the week of any\ntournament in which he is participating). It is not intended that ETW devote\nfull time and effort in providing the Advisory Services. SportsLine understands\nthat SportsLine's failure to\n\n\n                                      -4-\n\n\n\nutilize services of Woods hereunder shall not result in any reduction in\npayments to ETW hereunder, nor may unused appearances from one year of the\nAdvisory Period be carried forward to another year. The obligations of ETW to\nprovide the services of Woods hereunder are subject to the condition that\npayments to ETW are current and up to date and SportsLine is not otherwise in\nbreach of any provisions ofthe Agreement. If ETW confirms Woods availability for\nany appearance and Woods is unable to appear due to illness, injury or other\nemergency, such non-appearance is not a breach of this Agreement and neither ETW\nnor Woods shall be responsible for any expenses incurred due to such\nnon-appearance. It is understood that the recommendations and other material\nprepared or delivered by ETW hereunder shall not be deemed guarantees,\nrepresentations or warranties of ETW. Notwithstanding anything to the contrary\ncontained herein, in addition to the time commitment required by paragraph\n2(a)(vi), ETW shall not be required to spend more than 30 minutes per month in\nthe performance of all its obligations under this Agreement and ETW shall not be\nrequired to cause Woods to spend more than 10 minutes a month in connection with\nthe performance by ETW of its obligations under this Agreement (such 10 minutes\n(or such greater time as Woods expands) to be part of and credited toward the\naforementioned 30 minutes);\n   \n         (c) TERMINATION OF RIGHTS UPON TERMINATION OR EXPIRATION OF AGREEMENT.\nAll rights of SportsLine to use, in any manner, Woods name or likeness, or to\nrefer to Woods, shall cease immediately upon termination or expiration of the\nAdvisory Period and this Agreement.\n   \n         (d) OPTION TO EXTEND. ETW may, in its sole discretion, upon at least\nninety (90) days' written notice in advance of the scheduled expiration date of\nthe initial Advisory Period, extend the Advisory Period for up to an additional\ntwo years.\n   \n         3. FAN CLUB. (a) SportsLine will create, operate and maintain the\nexclusive official Woods on-line fan club on the Woods Web Site that allows\nWoods to communicate with his fans through regular E-Mail messages, columns and\nnewsletters, to record audio clips that allow fans to listen to live and\npreviously recorded interviews and insights and to play video clips and\nhighlights from previously recorded interviews and events (to the extent\nSportsLine obtains all necessary third party consents) (collectively,\n\"Electronic Means\"). At SportsLine's request, ETW will answer a maximum of five\n(5) electronic mail questions per week received from members of Woods' official\non-line fan club, if and to the extent such questions are timely forwarded by\nSportsLine, given Woods' schedule. In addition, SportsLine will create, operate\nand maintain the exclusive official Woods off-1ine fan club that allows Woods to\ncommunicate with his fans through means other than Electronic Means.\n   \n         (b) With respect to both the official on-line and off-line fan clubs,\nSportsLine shall, at its sole cost and expense, be responsible for the following\nservices (the \"Fan Club Services\"):\n   \n            (i)    Creating and marketing a fan club membership package which\n                   shall be subject to ETW's prior approval;\n   \n            (ii)   Creating a mailing list consisting of Members (as defined\n                   below). SportsLine agrees that throughout the Advisory\n                   Period, SportsLine will correct, update and modify such\n                   mailing list as a part of\n\n                                      -5-\n\n\n          \n                   SportsLine's operation of the fan clubs. SportsLine agrees,\n                   at the request of ETW given at any time or times during the\n                   Advisory Period, to deliver to ETW, at SportsLine's cost, a\n                   copy of the then-current mailing list for the fan clubs. Such\n                   list shall be provided in whatever recording media ETW\n                   reasonably requests. SportsLine specifically acknowledges and\n                   agrees that such mailing list is the property of ETW, and\n                   SportsLine shall have the right to use the fan club mailing\n                   list in accordance with paragraphs 4(a)(iii) and 6(j) hereof.\n                   SportsLine shall have no right (during the Advisory Period or\n                   at any time thereafter) to make any other use of such\n                   membership list for any other purpose whatsoever without\n                   ETW's prior approval. SportsLine acknowledges and agrees that\n                   ETW shall have the right to make use of the fan club\n                   membership list in whatever manner ETW may choose (including,\n                   without limitation, licensing or selling such list) for any\n                   purpose ETW may designate without the obligation to pay any\n                   fee or compensation to SportsLine;\n \n            (iii)  Soliciting individuals to become \"fan club members\" (the\n                   \"Members\");\n\n            (iv)   Writing and sending and\/or distributing to the Members\n                   periodic newsletters, press releases and touring schedule\n                   updates, all of which shall be subject to ETW's prior\n                   approval;\n\n            (v)    Providing Members with an \"official\" membership card,\n                   information packet and other promotional materials relating\n                   to the fan clubs, all of which shall be subject to ETW's\n                   prior approval;\n\n            (vi)   Providing Members with a sales brochure for\n                   officially-licensed fan club merchandise, and arranging for\n                   filling of orders submitted in response to such sales\n                   brochure, all of which shall be subject to further agreement\n                   between ETW and SportsLine; and . (vii) Collecting all income\n                   generated from the fan clubs' activities accounting for and\n                   distributing the income as set forth herein; and\n\n            (viii) Such other services and activities as are generally\n                   recognized as appropriate to be provided by a fan club for a\n                   well-known celebrity, as the parties may hereafter agree.\n\n         If at any time during the Advisory Period, SportsLine or ETW desires to\nadd additional Fan Club Services, then SportsLine may submit such request in\nwriting to ETW, or ETW may submit such request in writing to SportsLine, and\nupon receipt thereof, the parties shall discuss in good faith the possibility of\nadding such additional services.\n\n\n                                      -6-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n         \n         (c) SportsLine shall operate the fan clubs in a professional and\nfinancially responsible manner in accordance with the following guidelines:\n\n            (i)    Fan club dues shall be established upon mutual agreement of\n                   the parties;\n\n            (ii)   ETW shall have final approval of all information, including\n                   photographs, video clips, etc., to be sent, broadcast or made\n                   accessible to Members and\/or used in connection with the fan\n                   clubs, and of the parameters or rules of any fan club\n                   conventions and\/or contests (\"Fan Club Activities\").\n                   SportsLine shall submit each of these Fan Club Activities to\n                   ETW in writing for ETW's approval;\n\n            (iii)  SportsLine will use commercially reasonable efforts to\n                   develop new marketing concepts for the fan clubs (\"New Club\n                   Concepts\"), which SportsLine shall not implement until\n                   SportsLine has received ETW's written approval for any such\n                   New Club Concept; and\n         \n            (iv)   Before printing, publishing or distributing any one or more\n                   items, SportsLine shall first submit to ETW at its address as\n                   set forth herein for prior approval, a sample thereof in the\n                   form in which it is proposed to be used by SportsLine. ETW\n                   agrees that any material submitted hereunder will not be\n                   unreasonably disapproved and, if any is disapproved, that\n                   SportsLine will be advised of the specific grounds for\n                   disapproval in each case.\n         \n         4. PAYMENTS BY SPORTSLINE AND ETW.\n\n         (a) In full consideration for the Advisory Services, SportsLine shall\npay ETW the following compensation:\n         \n            (i)    WARRANTS. Warrants, in the form of Exhibit A attached hereto\n                   (the \"Warrants\"), to purchase ***** shares of SportsLine's\n                   Common Stock par value $.01 per share (the \"Common Stock\"),\n                   or any stock or other securities into which the Common Stock\n                   may hereafter be converted or for which such Common Stock may\n                   be exchanged after giving effect to the terms of such\n                   conversion or exchange (by way or reorganization,\n                   recapitalization, merger, consolidation or otherwise) at an\n                   exercise price of $**** per share (as such exercise price may\n                   be adjusted pursuant to the terms of the Warrants). In\n                   connection with the issuance of the Warrants, ETW agrees to\n                   enter into the Lock-Up Agreement attached hereto as Exhibit\n                   B, and any similar agreements required by SportsLine's\n                   underwriters in connection with any future offerings of\n                   securities.\n\n\n                                      -7-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n            (ii)   NET SPONSORSHIP REVENUES. *****.\n\n            (iii)  NET PREMIUM REVENUES. *****.\n\n            (iv)   *****.\n\n            (v)    *****\n\n                                      -8-\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                   *****.\n         \n         (b) QUARTERLY PAYMENTS. Except as otherwise expressly provided herein,\neach party will make payments due to the other party under this Agreement on a\nquarterly basis, within thirty (30) days following the end of the applicable\ncalendar quarter. Each such payment shall be accompanied by a statement showing\nin reasonable detail how such payment was computed.\n \n         (c) METHOD OF PAYMENTS. All payments shall be made by check made\npayable to \"International Management, Inc.\" and sent to ETW, c\/o International\nManagement, Inc., One Erieview Plaza, Suite 1300, Cleveland, Ohio 44114. If\nSportsLine fails to timely fulfill any of its payment obligations, whether or\nnot such failure is subsequently cured, ETW may elect to have payments made\nhereunder by wire transfer or bank transfer.\n \n         5. *****.\n \n         6. PROVISIONS OF CONTENT: ADDITIONAL RESPONSIBILITIES OF SPORTSLINE AND\nETW.\n \n         (a) COMPUTERS AND SUPPORT SOFTWARE. In addition to all other\nobligations of SportsLine hereunder, SportsLine will provide to ETW during the\nterm of this Agreement the use of a laptop computer and a desktop computer and\nrelated equipment and such software, subject to all applicable licenses, as is\nnecessary for ETW or its representatives to transmit information to SportsLine\nin accordance with the terms of this Agreement. All such hardware and software\nshall remain the property of SportsLine and shall be returned to SportsLine\nwithin fourteen (14) days after termination of this Agreement. Any software that\nSportsLine provides to ETW to further the purpose of this Agreement (\"Support\nSoftware\") shall be provided subject to the following: (i) SportsLine grants to\nETW a royalty-free, nonexclusive personal, revocable license to use the Support\nSoftware (and any accompanying user documentation) solely for the purpose and in\nthe manner stated in such user documentation; (ii) ETW shall not provide the\nSupport Software or documentation to any other person without SportsLine's\nexpress prior written consent; and (iii) except as otherwise agreed in writing\nby SportsLine, ETW may make copies of the Support Software only as necessary to\nfulfill the purpose of the license herein granted, subject to all applicable\nlicenses. If the Support Software becomes unavailable due to a claim that it\ninfringes a\n\n                                      -9-\n\n\n \n      \nthird party's rights, SportsLine shall provide substitute software or a\nprocedure for accomplishing the same objectives. Immediately following\ntermination of the license herein granted, upon SportsLine's direction ETW shall\neither return or destroy all copies of the Support Software and documentation.\nSportsLine's sole liability for defective Support Software shall be replacement\nof the program disks. All rights of ETW to any Support Software shall cease\nimmediately upon termination of this Agreement.\n  \n         (b) ETW INFORMATION. For purposes of this Agreement, the term \"ETW\nInformation\" means all information created and\/or delivered by ETW to SportsLine\nfor inclusion in the Service, including but not limited to Woods' name, likeness\nand biography, trade name(s), trademarks and service mark(s), whether or not\nregistered, included in such information and including any statement made by ETW\nor Woods during any interview or chat session conducted solely for the benefit\nof SportsLine and broadcast or distributed over the Service but excluding any\nstatement made by ETW or Woods on any occasion, instance or event not created\nsolely for the benefit of SportsLine. ETW shall be solely responsible for the\ncontent of all ETW Information, and represents and warrants to SportsLine that\nto the best of ETW's knowledge (i) all ETW Information: (A) will be accurate and\nETW's or Woods' own and original creation, except for information validly\nlicensed for use by ETW or in the public domain; (B) will consist only of\ninformation that ETW is authorized to use and to authorize SportsLine to use as\ncontemplated in this Agreement; (C) will not constitute a libel or defamation or\nconflict with any copyright, right of privacy or other rights of any third\nparty; and (D) will conform to all applicable federal, state and local laws and\nregulations; and (ii) ETW has the full right and authority to grant the rights\nand consents set forth herein. SportsLine shall be entitled at any time to bring\nany concerns it has regarding ETW Information to the attention of ETW, whereupon\nthe parties will cooperate in good faith to address SportsLine's concerns. If\nSportsLine, in its reasonable judgment, believes that immediate action is\nrequired with regard to any ETW Information, SportsLine may, to the extent\nreasonably necessary, delete, modify or revise such information, provided that\nSportsLine shall notify ETW of such action prior thereto, if reasonably possible\n(or, if not, as soon thereafter as practicable), and all representations,\nwarranties, indemnifications and other obligations of ETW wherever with respect\nto such ETW Information shall immediately terminate and be of no force and\neffect with respect to any such modified or revised information. Except as\nexpressly provided herein, SportsLine shall distribute ETW Information only as\ntransmitted by ETW, and shall not, and shall not authorize any third party to,\nmodify or edit such information without ETW's prior written consent.\nNotwithstanding anything to the contrary contained herein, no content shall\nappear on the Woods Web Site that has not been approved in advance by ETW or\nsupplied by ETW for such purpose, and in no event shall the Woods Web Site\ninclude any interactive games. At ETW's request, SportsLine will provide ETW\nwith a summary report, in a mutually agreed format, of user activity on the\nWoods Web Site and any other information reasonably requested by ETW; such\nreports shall be provided no more frequently than quarterly.\n  \n         (c) CREATION OF WOODS WEB SITE. Subject to all of ETW's rights of\napproval as set forth herein ETW shall use its commercially reasonable efforts\nto provide SportsLine with sufficient cleared content to enable SportsLine to\nconstruct the Woods Web Site within sufficient time to permit SportsLine to meet\nthe deadline set forth in paragraph 1(f), and will use commercially reasonable\nefforts to assist SportsLine in acquiring and clearing any information and\ncontent not otherwise in ETW's possession. ETW shall have complete control over\nthe content,\n\n\n                                      -10-\n\n\n           \nsponsorship and advertisement of the Woods Web Site, and ETW shall be\nresponsible to provide SportsLine with all cleared content and information\n(including but not limited to photos, biographical information, video and audio\nclips, etc.) necessary to create and maintain the Woods Web Site.\n \n         (d) TRANSMISSION OF ETW INFORMATION. ETW shall transmit to SportsLine\nall ETW Information and updates thereof necessary for inclusion in the Woods Web\nSite (including any Premium Features). Information and updates shall be\ntransmitted by land-line telephone or electronically in a format to be agreed\nupon by SportsLine and ETW, on a pre-scheduled basis and\/or as such information\nand updates become available, as the case may be. SportsLine shall provide ETW\nwith a Service Identification number or numbers that will allow ETW to gain\naccess to the Service at no cost or charge for purposes of electronically\ndelivering ETW Information and content updates. All content supplied by ETW\nshall be consistent with the editorial standards used by SportsLine for content\ndisplayed on the Service (which standards SportsLine reserves the right to amend\nfrom time to time) provided SportsLine timely and accurately conveys such\nstandards to ETW.\n \n         (e) RIGHT, TITLE AND INTEREST TO ETW INFORMATION. All right, title and\ninterest in ETW Information, including, but not limited to Woods' name, likeness\nand biography, trade name(s), trademarks and service mark(s), are and shall\nremain ETW's, subject to the rights and licenses granted to SportsLine herein.\nSportsLine shall not use the term \"tiger\" as a lower level domain name in\nconnection with SportsLine's current or future universal resource locator\naddresses without ETW's consent, except to the extent necessary to permit\nSportsLine to produce, display, and facilitate access to the Woods Web Site or\notherwise perform its obligations pursuant to this Agreement. SportsLine shall\nhave the non-exclusive, royalty-free worldwide right and license, at no cost, to\nuse, display (privately or publicly) and distribute ETW Information, or any\nportion thereof, on the Service or in connection with any demonstration,\npromotion or advertisement of the Service in any medium; to enter ETW\nInformation into SportsLine's computer database; and to store, process, retrieve\nand transmit the same on the Service. Any advertisements, promotions, publicity\nor other material containing Woods name, likeness and biography, all proposed\nuses of the ETW Information outside of the Woods Web Site, and any use of ETW\ntrade name(s), trademark(s) and service mark(s) and Woods name or likeness other\nthan as included in ETW Information shall be subject to ETW's prior consent\n(which consent shall not be unreasonably withheld), and provided further that in\nno event shall such rights extend to use in connection with merchandise or\nproducts for sale or resale other than as expressly provided herein or as\nallowed by law. SportsLine's rights hereunder shall include, but not be limited\nto, SportsLine's right, in its sole discretion, to offer subscribers the option\nof printing and downloading ETW Information or any portion thereof as a function\nof the Service generally.\n \n         (f) OPERATION OF SERVICE; NON-ETW INFORMATION; CHARGES FOR THE SERVICE.\nOther than with respect to the Woods Web Site, SportsLine will have sole\ndiscretion to determine all aspects of the operation of the Service and all\nmatters relating to the content, structure and sequence of material appearing on\nthe Service; provided, however, that ETW shall have approval over any links to\nthe Woods Web Site. SportsLine represents and warrants to ETW that, (i) to the\nbest of SportsLine's knowledge, all content on the Service other than ETW\nInformation (to the extent not revised, modified or deleted by SportsLine)\n(\"Non-ETW Information\"), (A) will be accurate and\n\n                                      -11-\n\n\n \n          \nSportsLine's own and original creation, except for information validly licensed\nfor use by SportsLine or in the public domain; (B) will consist only of\ninformation that SportsLine is authorized to use; (C) will not constitute a\nlibel or defamation or conflict with any copyright, right of privacy or other\nrights of, any third party; and (D) will conform to all applicable federal,\nstate and local laws and regulations and (ii) SportsLine has the full right and\nauthority to grant the rights and consents set forth herein. ETW shall be\nentitled at any time to bring any concerns it has regarding Non-ETW Information\nto the attention of SportsLine, whereupon the parties will discuss in good faith\nETW's concerns. Without limiting the generality of the foregoing, SportsLine\nshall have sole discretion to determine the amount and basis of any fee charged\nto Subscribers for use of the Service and SportsLine will bill for and collect\nall fees charged to Subscribers to use the Service (including any Premium\nServices on the Woods Web Site). Nothing in this Agreement shall limit\nSportsLine's rights regarding charges for any aspect of the Service (including\nany product or service offered by SportsLine, whether alone or in conjunction\nwith others, through means of the Service) other than the Woods Web Site\n(excluding Premium Features). All right, title and interest to SportsLine's\nname, trade name(s), trademark(s) and service mark(s) (\"SportsLine\nIdentification\") are and shall remain SportsLine's. Nothing herein shall be\ndeemed to grant ETW any proprietary rights to any of SportsLine's trade name(s),\ntrademark(s) or service mark(s). ETW shall have the right to use SportsLine\nIdentification in connection with advertising and promoting the Woods Web Site,\nsubject to SportsLine's prior written consent, not to be unreasonably withheld.\n \n         (h) SUBSCRIBER AGREEMENT. SportsLine will distribute a subscriber\nagreement prohibiting republication, redistribution, public broadcast, public\ndisplay, resale, offering for resale or other commercial exploitation of\ncopyrighted or trademarked materials published in the Service without the\ncopyright or trademark owner's consent.\n \n         (i) COMPLIANCE WITH INDUSTRY STANDARDS. SportsLine represents and\nagrees that the Service will at all times during the Agreement be an on-line\nservice devoted to sports information, activities and events, and that the\nService will comply with all on-line broadcasting industry standards.\n \n         (j) DATABASE FROM WOODS WEB SITE. SportsLine shall supply to ETW, at\nthe end of the Advisory Period and in such format reasonably requested by ETW, a\ndatabase of names, addresses and any other information obtained by SportsLine\nwith respect to users of the Woods Web Site (including, e.g., purchasers of\nPremium Features, Woods Memorabilia and other merchandise or services sold via\nthe Woods Web Site, etc.) and Members for ETW's or Woods use in any manner.\nSportsLine is also entitled to keep a copy of and utilize the information in\nsuch database for any lawful purpose, but shall not use it in any way to imply\nan endorsement by ETW or Woods of any company, product or service.\n \n         (k) PROMOTION. Subject to the terms and conditions hereof, SportsLine\nwill actively promote the Woods Web Site within the Service and use its best\nefforts to promote the Woods Web Site throughout the Web. SportsLine agrees that\nthe Woods Web Site will receive a minimum of One Hundred Sixty-Six Thousand Six\nHundred Sixty Six Dollars ($166,666) in on-line advertising and promotion during\neach Contract Year during the Advisory Period. SportsLine will use its best\nefforts to provide television exposure for the Woods Web Site.\n\n                                      -12-\n\n\n           \n           \n         (l) MILLENNIUM COMPLIANCE. SportsLine represents and warrants that all\nsoftware developed by SportsLine and used on SportsLine's computer systems to\noffer the Service (the \"SportsLine Software\") is, or prior to the calendar year\n2000 A.D. will be, designed to be used prior to, during, and after the calendar\nyear 2000 A.D., and that the SportsLine Software will operate during each such\ntime period without error relating to date data, specifically including any\nerror relating to, or the product of, date data which represents or references\ndifferent centuries or more than one century. All date processing by SportsLine\nSoftware will correctly process dates for any leap year.\n \n         7. NONEXCLUSIVITY OF THIS AGREEMENT. SportsLine understands and agrees\nthat, except as set forth in the next sentence, ETW shall not be prevented or\nbarred from rendering services of any nature for or on behalf of any other\nperson, firm, corporation or entity, subject to ETW's obligation to maintain\nconfidentiality of SportsLine's confidential information pursuant to Section 10.\nNotwithstanding the foregoing, during the Advisory Period and subject to the\nremainder of this Section, ETW shall not be employed by, act as a consultant to,\nprovide any chat sessions or Woods fan clubs to, or otherwise render services\nsimilar in the aggregate to those provided hereunder with respect to\nsports-related programming to or for any on-line service (regardless of whether\nsuch service is accessed through the Internet, a commercial on-line service or\notherwise) other than, with respect to chat sessions, to or for any of ETW's\nlicensees or sponsors. Subject to SportsLine providing reasonable assistance as\nrequested by ETW, ETW will, when commercially reasonable and practicable,\nrequest that content and interviews given to third parties (other than licensees\nor endorsers of Woods) do not appear on the Internet or the World Wide Web. It\nis understood ETW is not guaranteeing the foregoing. The foregoing is not\nintended to prohibit ETW or Woods from advertising on other sites, allowing\nlicensees of ETW or Woods to advertise on other sites, or participating in\non-line advertisements, interviews or articles or in on-line chat sessions for\nany of ETW's licensees or sponsors; provided that any such advertisement,\ninterviews or articles shall include to the extent possible, subject to the\nother site owner's consent, a graphical \"icon\" designed to link on-line users to\nthe Woods Web Site. ETW shall use good faith commercially reasonable efforts to\nenlist the cooperation of other site owners who may wish to interview Woods or\ndo news articles on ETW or Woods, to either transmit such interviews\/articles\nover the Woods Web Site or provide a link to the Woods Web Site. Neither ETW nor\nWoods is responsible for initiating action against, enjoining or otherwise\nattempting to dissuade any person or entity not licensed by ETW, including\nwithout limitation, any former licensee of ETW, the media or any advertiser,\npromoter or other entity, which in contravention of this Agreement or otherwise,\nmakes unauthorized use of anything, including without limitation, any\nunauthorized use of the ETW Information or ETW's or Woods' name, trade name,\ntrademarks, service marks, or logos, in promoting or advertising any product (or\nproducts) or services whatsoever, including without limitation, any products\nwhich are the same as or similar to or directly competitive with the Service.\nNeither ETW nor Woods shall incur any liability to SportsLine or any third party\narising out of any such activity by any such person or entity. ETW agrees that\nat SportsLine's sole cost and expense, ETW shall give such reasonable assistance\nto SportsLine as may be required to cause any such person or entity to cease and\ndesist from such activities, or in connection with any lawsuit or other\nproceeding by SportsLine against such person or entity. ETW understands and\nagrees that SportsLine shall not be prevented or barred\n\n                                      -13-\n\n\n           \nfrom retaining other persons or entities to provide services of the same nature\nor similar nature as those described herein or of any nature whatsoever.\n           \n         8. TERMINATION BY ETW. (a) ETW shall have the right to terminate this\nAgreement immediately upon written notice to SportsLine if:\n           \n            (i)    SportsLine is adjudicated as insolvent or declares\n                   bankruptcy;\n\n            (ii)   SportsLine fails in any obligation for payments due ETW\n                   pursuant to this Agreement, and within fifteen (15) days\n                   following SportsLine's receipt of ETW's written notice of\n                   such failure SportsLine has not rectified such failure; or\n           \n            (iii)  SportsLine breaches any other material term of this\n                   Agreement, which breach SportsLine has failed to cure within\n                   thirty (30) days after SportsLine's receipt of ETW's written\n                   notice of such breach.\n           \n         (b) TERMINATION BY SPORTSLINE. SportsLine shall have the right to\nterminate this Agreement immediately upon written notice to ETW if ETW breaches\nany material term of this Agreement, which breach ETW has failed to cure within\nthirty (30) days after ETW's receipt of SportsLine's written notice of such\nbreach;\n           \n         (c) EFFECT OF TERMINATION. As of the effective date of a termination by\nSportsLine due to ETW's breach, ETW shall not be entitled to any further\nremuneration hereunder, other than remuneration accrued or vested to such\neffective termination date. Upon the expiration or termination of the Advisory\nPeriod and this Agreement for any reason, all licenses and rights granted\nhereunder shall immediately terminate.\n           \n         9. COMPLIANCE WITH LAWS. Except as otherwise expressly provided herein,\neach party agrees to comply with applicable federal, state and local laws in\nconnection with the development and display of the Woods Web Site and the\npromotion and operation of the fan clubs. SportsLine will be solely responsible\nto ensure that all aspects of the Service (other than the ETW Information, to\nthe extent not modified or revised by SportsLine), including the promotion\nthereof, comply with applicable law.\n           \n         10. CONFIDENTIALITY. All information disclosed by either party to the\nother party, including but not limited to the terms and conditions of this\nAgreement or any other agreement between the parties, trade secrets of the\nparty, any nonpublic information relating to any party's product plans, designs,\nideas, concepts, costs, prices, finances, marketing plans, business\nopportunities, personnel, research, development or know-how and any other\nnonpublic technical or business information of a party, that is marked\n\"Confidential\" or identified by the disclosing party in writing as confidential\nbefore or within thirty days after disclosure to the receiving party, will, upon\nreceipt of notice of confidentiality, be treated as confidential by the\nreceiving party and not disclosed to any third party without the disclosing\nparty's prior written consent. \"Confidential Information\" as referred to in this\nSection does not include (a) information that is generally available to the\npublic other than as a result of disclosure in violation of this Agreement, (b)\n\n                                      -14-\n\n\n\ninformation already known or which becomes known to the receiving party from a\nthird party source which is not, to the receiving party's knowledge, under an\nobligation of confidentiality, (c) information independently developed by the\nreceiving party (as shown by competent documentation), and (d) otherwise\nconfidential information that is required to be disclosed by law, including\nadministrative or judicial action. Any breach of these confidentiality\nprovisions will entitle the injured party to seek injunctive relief and damages\nwithout the necessity of giving notice or posting bond or other security This\nparagraph 10 shall survive any expiration or earlier termination of this\nAgreement.\n  \n         11. INDEMNIFICATION. (a) SPORTSLINE INDEMNIFICATION. SportsLine hereby\nindemnifies and agrees to defend and hold ETW and Woods free and harmless from\nand against all claims, costs, liabilities, judgments, expenses or damages\n(including reasonable attorneys' fees) (collectively, \"Damages\") arising out of\nor in connection with (i) Woods' activities and position as a member of\nSportsLine's Advisory Board, (ii) any information, other than ETW Information\n(to the extent not deleted, modified or revised by SportsLine), displayed on the\nService, (iii) any breach of any representation, warranty or covenant of\nSportsLine hereunder, (iv) the promotion and operation of the Woods fan clubs,\nor (v) any use of or reference to ETW's name or logo or Woods name or likeness\nnot expressly permitted hereunder or based upon SportsLine's use of any\nintellectual property other than ETW's name or logo or Woods name or likeness;\nexcept to the extent any such Damages arise from the gross negligence or willful\nmisconduct of ETW or its employees or Woods.\n  \n         (b) ETW INDEMNIFICATION. ETW hereby indemnifies and agrees to defend\nand hold SportsLine free and harmless from and against all Damages arising out\nof or in connection with (i) any ETW Information displayed on the Service (to\nthe extent not deleted, modified or revised by SportsLine), (ii) any breach of\nany representation, warranty or covenant of ETW hereunder, or (iii) any use of\nor references to SportsLine's name or logos by ETW not expressly permitted\nhereunder, except to the extent such Damages arise from the gross negligence or\nwillful misconduct of SportsLine or its employees.\n  \n         (c) NO LIABILITY FOR PUNITIVE OR CONSEQUENTIAL DAMAGES. Notwithstanding\nanything stated or implied to the contrary herein, in no event shall either\nparty be liable to the other for exemplary, punitive or consequential damages,\neven if advised of the possibility of such damages, in any manner arising out to\nthis Agreement or the breach of any term, covenant, representation, warranty or\nobligation contained herein.\n  \n         (d) NOTIFICATION. Each party shall notify the other as soon as\nreasonably possible of any claim of which it becomes aware.\n  \n         (e) SURVIVAL. This paragraph 11 shall survive any expiration or earlier\ntermination of this Agreement.\n  \n         12. BOOKS AND RECORDS. SportsLine shall keep true and complete books\nand records in which all information necessary to determine and verify all fees\nand payments contemplated hereunder shall be reflected along with the amounts\npayable to ETW under the terms of this Agreement. SportsLine shall maintain such\nbooks and records for a period of at least two years\n\n                                      -15-\n\n\n           \nafter the termination of this Agreement. During the term of this Agreement and\nfor a period of one year after such termination, ETW shall have the right, at\nits expense and upon reasonable notice to SportsLine, to examine, or have\nexamined by its authorized representative, SportsLine's books and records, at\nSportsLine's principal place of business, in order to determine or verify Net\nSponsorship Revenues or Net Premium Revenues amounts due, and the accuracy of\nany reports furnished by SportsLine under this Agreement. In the event that an\nerror is discovered in the calculation of the amounts payable to ETW, the party\nthat received the benefit of the error shall promptly thereafter pay to the\nother the amount of overpayment or underpayment, as the case may be. An\nunderpayment by SportsLine based on an error in such calculation shall not be\ndeemed to be a breach of this Agreement so long as the calculation was made in\ngood faith. If any underpayment by SportsLine for a period examined by ETW is\nfive percent (5%) or more, SportsLine shall pay ETW's reasonable out-of-pocket\ncosts with respect to such examination and the next subsequent reexamination.\nETW's receipt of any statement, or any payment, does not preclude it from\nchallenging the correctness of that statement or payment.\n\n         13. REMEDIES. (a) INJUNCTIVE RELIEF. In the event either party\nmaterially breaches this Agreement, SportsLine and ETW agree that, in addition\nto any and all other remedies available at law or in equity, the non-breaching\nparty shall be entitled to injunctive relief to the extent permitted by law from\nfurther violation of this Agreement, before or during any proceeding as well as\non final determination thereof, without prejudice to any other right of either\nparty and without the necessity of giving notice or posting bond or other\nsecurity.\n\n         (b) ETW'S LIABILITY NOT TO EXCEED REMUNERATION PAID TO SPORTSLINE BY\nETW. Notwithstanding anything to the contrary herein, in the event SportsLine\nincurs any expenses, damages or other liabilities (including, without\nlimitation, reasonable attorneys' fees) in connection with this Agreement or\nETW's services, other than with respect to third party claims against SportsLine\narising from ETW's negligence or misconduct or the ETW Information (to the\nextent not deleted, modified or revised by SportsLine), ETW's liability to\nSportsLine hereunder shall not exceed the remuneration, excluding reimbursement\nof expenses, actually paid to SportsLine by ETW hereunder (with any remuneration\nin the form of securities being valued at its fair market price on the date of\nexecution hereof). It is understood Woods is not a party hereto but is a\nspecific intended third party beneficiary hereo\n\n         14. INSURANCE. SportsLine shall provide and maintain, at its own\nexpense, commercial general liability insurance, including product liability and\nadvertising injury coverage, with limits of not less that Five Million Dollars\n($5,000,000.00), shall cause such policy to be endorsed to state that Woods and\nETVV are additional named insureds thereunder. A certificate of insurance\nevidencing such coverage shall be furnished to SportsLine within thirty (30)\ndays of the full execution of this Agreement. Such insurance policy shall\nprovide that the insurer shall not terminate or materially modify such policy or\nremove ETW or Woods as additional named insureds without prior written notice to\nETW at least thirty (30) days in advance thereo\n\n         15. RELATIONSHIP OF THE PARTIES. The parties to this Agreement are\nindependent contractors, and this Agreement shall not be construed to create a\npartnership, joint venture, employment or principal agent relationship between\nthe parties. It is understood that Woods is not a party to this Agreement and\nhas no liability whatsoever under this Agreement. Each party\n\n                                      -16-\n\n\n\n     \nshall be solely responsible to compensate any employees, agents or\nrepresentatives employed or engaged by it to perform duties under this Agreement\nand for all taxes, imposts, duties and all charges of any governmental authority\narising from its activities under this Agreement. Neither SportsLine nor ETW,\nnor any other person or entity employed by either SportsLine or ETW, are\nauthorized to make any warranty concerning the other party or incur or assume\nany obligation or liability for the other party and nothing in this Agreement\ngives or is intended to give any rights of any kind to any third party, except\nas expressly set forth herein.\n \n         16. AMENDMENT: WAIVER. No amendment to this Agreement shall be valid\nunless such amendment is in writing and is signed by both of the parties to this\nAgreement. Any and all matters to be agreed upon by the parties shall be\nevidenced by a writing signed by the parties. Any consent required of any party\nhereunder must be in writing. Any of the terms and conditions of this Agreement\nmay be waived at any time in writing by the party entitled to the benefit\nthereof, but a waiver in one instance shall not be deemed to constitute a waiver\nin any other instance. A failure to enforce any provision of this Agreement\nshall not operate as a waiver of the provision or of any other provision hereof.\n \n         17. SEVERABILITY. In the event that any provision of this Agreement\nshall be held to be invalid, illegal or unenforceable in any circumstances, the\nremaining provisions shall nevertheless remain in full force and effect and\nshall be construed as if the unenforceable portion or portions were deleted.\n \n         18. GOVERNING LAW. This Agreement shall be governed by and construed\nand enforced in accordance with the laws of the State of Florida.\n \n         19. ARBITRATION. Except as hereinabove provided in paragraph 13, the\nparties agree to submit to arbitration any dispute related to this Agreement and\nagree that the arbitration process shall be the exclusive means for resolving\ndisputes which the parties cannot resolve. Any arbitration hereunder shall be\nconducted under the Dispute Resolution Rules of the American Arbitration\nAssociation (\"AAA\") as modified herein. Arbitration proceedings shall take place\nin Ft. Lauderdale, Florida, before a panel of at least three (3) arbitrators\neach of whom shall be lawyers with experience in the area of intellectual\nproperty law. All arbitration proceedings shall be confidential. Neither party\nshall disclose any information about the evidence produced by the other party in\nthe arbitration proceedings, except in the course of judicial, regulatory, or\narbitration proceeding, or as may be demanded by government authority. Before\nmaking any disclosure permitted by the preceding sentence, a party shall give\nthe other party reasonable advance written notice of the intended disclosure and\nan opportunity to prevent disclosure. Each party shall have the right to take\nthe deposition of one individual and any expert witness retained by the other\nparty. Additional discovery may be had only where the arbitrator so orders, upon\na showing of substantial need. Only evidence that is directly relevant to the\nissues may be obtained in discovery. Each party bears the burden of persuasion\nof any claim or counterclaim raised by that party. The arbitration provisions of\nthis Agreement shall not prevent any party from obtaining injunctive relief from\na court of competent jurisdiction to enforce the obligations for which such\nparty may obtain provisional relief pending a decision on the merits by the\narbitrator. Each of the parties hereby consents to the jurisdiction of Florida\ncourts for such purpose. The arbitrator shall have authority to award any remedy\nor relief that a court of the State of Florida could grant in\n\n                                      -17-\n\n\n           \nconformity to applicable law, except that the arbitrator shall have no authority\nto award attorneys' fees or punitive damages. Any arbitration award shall be\naccompanied by a written statement containing a summary of the issues in\ncontroversy, a description of the award, and an explanation of the reasons for\nthe award. The arbitrator's award shall be final and judgment may be entered\nupon such award by any court.\n   \n         20. NOTICES. All notices or other communications hereunder shall be in\nwriting and shall be deemed to be given or made: on the same business day when\nsent by confirmed facsimile, on the next business day after mailing when\ndelivered by overnight courier or on the fifth business day after mailing if\nsent by first-class, registered or certified mail to the following address or\naddresses or such other address or addresses as the parties may designate in\nwriting in accordance with this Section:\n   \n          If to SportsLine:       SportsLine USA, Inc.\n                                  6340 N.W. 5th Way\n                                  Fort Lauderdale, Florida 33309\n                                  Attention: President\n                                  Facsimile No. (954) 351-9175\n\n          If to ETW:              ETW Corp.\n                                  c\/o IMG\n                                  One Erieview Plaza, Suite 1300\n                                  Cleveland, Ohio 44114\n                                  Attention: Hughes Norton\n                                  Facsimile No. (216) 522-1145\n\n          With a copy to:         Brody and Ober, P.C.\n                                  135 Rennell Dnve\n                                  P.O. Box 572\n                                  Southport, Connecticut 06490-0572\n                                  Attention: Seth Brody\n                                  Facsimile No. (203) 255-8572\n   \n         21. ASSIGNMENT. This Agreement shall be binding upon and inure to the\nbenefit of the parties and their respective successors and permitted assigns.\nNeither party may assign its rights or obligations hereunder without the prior\nwritten consent of the other party, which consent may not be unreasonably\nwithheld or delayed; provided, however, that the duties of ETW hereunder may be\nassigned or delegated by ETW to Woods. ETW hereby acknowledges that SportsLine's\nability to assign this Agreement in the event of a sale of all or substantially\nall the assets of its business, may be a material factor in such transaction.\nSportsLine hereby acknowledges that the identity and financial wherewithal of\nthe proposed assignee are material factors in the giving of any consent by ETW.\n   \n         22. MISCELLANEOUS. (a) ETW agrees and acknowledges that all of Woods'\nor ETW's respective employees, consultants and\/or advisors and members of their\nimmediate families\n\n                                      -18-\n\n\n   \n           \n(immediate family is defined a parent, sibling or any person residing in the\nsame household as employee or consultant) are not eligible to play SportsLine\ncontests for prizes.\n      \n         (b) ETW and SportsLine each acknowledge that members of the IMG Group\nof Companies have represented and assisted each of them in connection with this\nAgreement and will be receiving compensation in connection therewith.\n      \n         23. ENTIRE AGREEMENT. As of the effective date hereof, this Agreement\nand the Exhibits attached hereto shall constitute the entire understanding\nbetween ETW and SportsLine regarding the subject matter hereof, and cannot be\naltered or modified except by an agreement in writing, signed by both parties.\nAny previous agreements between the parties shall have no further force and\neffect.\n      \n         24. EXECUTION AND DELIVERY REQUIRED. This instrument shall not be\nconsidered to be an agreement or contract nor shall it create any obligation\nwhatsoever on the part of ETW and SportsLine, or either of them, unless and\nuntil it has been personally signed by representatives of ETW and SportsLine and\ndelivery has been made of a fully signed original. Acceptance of the offer made\nherein is expressly limited to the terms of the offer.\n      \n         25. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the\nparties in counterparts, each of which when so executed and delivered shall be\ndeemed to be an original and all of which when taken together shall constitute\none and the same agreement.\n      \n         IN WITNESS WHEREOF, each of the parties has executed this Advisory\nAgreement as of the date first written above.\n      \nETW CORP., a Florida corporation        SPORTSLINE USA, INC., a Delaware\n                                        corporation\n\n\n By \/s\/ EARL D. WOODS                   By \/s\/ MICHAEL LEVY\n   ------------------------             -------------------------------\n   Name: Earl D. Woods                  Name: Michael Levy\n   Title: President                     Title: President\n\n                                -19-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                                  EXHIBIT \"A\"\n\n                                      *****\n\nTHESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE\nWARRANTS (THE \"WARRANT SHARES\") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933 (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES LAWS.\nTHE WARRANT SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS\nREGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR\nPURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE\nSELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY\nCONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT\nTHEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN\nINDEFINITE PERIOD OF TIME.\n\n______________, 1997\n\n                             SPORTSLINE, USA, INC.\n\n              WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK\n\n\n         FOR VALUE RECEIVED SPORTSLINE USA, INC., a Delaware corporation\n(\"SportsLine\" or the \"Company\"), hereby certifies that the ETW Corp., a Florida\ncorporation, or its registered assigns (the \"Holder\") is entitled, subject to\nthe provisions contained herein, to purchase from the Company ***** fully paid\nand non-assessable shares of Common Stock (as defined below), subject to\nadjustment as provided herein, at an exercise price per share of Common Stock\n(the \"Exercise Price\") of $****.\n         \n         The term \"Common Stock\" means the Common Stock, par value $.01 per\nshare, of the Company as constituted on the date hereof. The number of shares of\nCommon Stock to be received upon the exercise of these Warrants may be adjusted\nfrom time to time as hereinafter set forth. The shares of Common Stock\ndeliverable upon such exercise, and as adjusted from time to time, are\nhereinafter referred to as \"Warrant Stock.\" The term \"Other Securities\" means\nany other securities that may be issued by the Company in addition to, or in\nsubstitution for, the Warrant Stock.\n         \n         References herein to the \"Company\" are to (i) SportsLine and any\nsuccessor thereto, (ii) any successor corporation resulting from the merger or\nconsolidation of SportsLine, or any successor thereto, with another corporation\nor (ii) any corporation to which SportsLine, or any successor thereto, has\ntransferred its property or assets as an entirety or substantially as an\nentirety.\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n         Upon receipt by the Company of evidence reasonably satisfactory to it\nof the loss, theft, destruction or mutilation of these Warrants, and (in the\ncase of loss, theft or destruction) of reasonably satisfactory indemnification,\nand upon surrender and cancellation of these Warrants, if mutilated, the Company\nshall execute and deliver new Warrants of like tenor and date. Any such new\nWarrants, upon execution and delivery, shall constitute an additional\ncontractual obligation on the part of the Company, whether or not these Warrants\nso lost, stolen, destroyed or mutilated shall be at any time enforceable by\nanyone.\n      \n         The Holder agrees with the Company that these Warrants are issued, and\nall the rights hereunder shall be held subject to, all of the conditions,\nlimitations and provisions set forth herein, including the following:\n\n         1. EXERCISE OF WARRANTS.\n\n         1.1 EXERCISE PERIOD; METHOD OF EXERCISE. Subject to Section 1.2 hereof,\nthese Warrants shall vest and become exercisable in increments as follows:\n\n         (a) on and after the date hereof, ***** of the Warrants;\n\n         (b) on and after the first anniversary hereof, an additional\n***** of the Warrants;\n\n         (c) on and after the second anniversary hereof, any or all remaining\nWarrants;\n\nprovided, however, that the vesting of the Warrants shall be subject to the\ncondition that the Agreement dated as of ___________, 1997, between SportsLine\nand the Holder, as amended or modified, shall be in effect at the relevant\nvesting date(s), and no further Warrants shall vest on or after the expiration,\nnonrenewal or termination of said agreement. Subject to the foregoing, any\nvested Warrants may be exercised, in whole or in part, at any time, or from time\nto time during the period commencing on the date hereof and expiring\n____________, 2005, by presentation and surrender of these Warrants to the\nCompany at its principal office (which on the date hereof is 6340 N.W. 5th Way,\nFt. Lauderdale, Florida 33309), or at the office of its stock transfer agent\n(which on the date hereof is the Company), if any, with the Warrant Exercise\nForm attached hereto duly executed and accompanied by payment (either in cash or\nby certified or official bank check or checks, payable to the order of the\nCompany) of the Exercise Price for the number of shares specified in such form.\nIf these Warrants are exercised in part only, the Company shall, upon surrender\nof these Warrants for cancellation, execute and deliver new Warrants evidencing\nthe rights of the Holder thereof to purchase the balance of Warrant Stock (and\nOther Securities) purchaseable hereunder. Upon receipt by the Company of these\nWarrants, together with the Exercise Price, at its office, or by the Company's\nstock transfer agent at its office, in proper form for exercise, the Holder\nshall be deemed to be the holder of record of the Warrant Stock (and Other\nSecurities) issuable upon such exercise, notwithstanding that the transfer books\nof the Company shall then be closed or that certificates representing such\nWarrant Stock (or Other Securities shall not then be actually delivered to the\nHolder. The Company shall pay any and all documentary stamp or similar issue or\ntransfer taxes\n\n\n\n\npayable in respect to the issue or delivery of Warrant Stock (and Other\nSecurities) upon exercise of these Warrants.\n\n         1.2 PERMITTED EXERCISE DATE. Notwithstanding anything to the contrary\nherein, the Warrants shall not be exercisable, and the Holder agrees not to\nexercise any of the Warrants, until the Permitted Exercise Date. For purposes\nhereof, the term \"Permitted Exercise Date\" shall be the earlier of (i) thirty\n(30) days prior to the closing of the first underwritten sale of Common Stock to\nthe public pursuant to a registration statement filed with, and declared\neffective by, the Securities and Exchange Commission under the Securities Act of\n1933, as amended, covering the offering and sale of Common Stock to the public,\nor (ii) thirty (30) days prior to the closing of (a) the acquisition of all or\nsubstantially all of the assets of the Company or (b) an acquisition of the\nCompany by another corporation or entity by consolidation, merger or other\nreorganization in which the holders of the Company's outstanding voting stock\nimmediately prior to such transaction owned, immediately after such transaction,\nsecurities representing less than fifty percent (50%) or more of the voting\npower of the corporation or other entity surviving such transaction, (iii) May\n5, 1997, or (iv) the first date after the date hereof on which the Company's\nBoard of Directors approves the grant to Company employees of options to\npurchase Common Stock at a fair market value at or above $2.00 per share. The\nCompany will notify the Holder of the occurrence of the Permitted Exercise Date.\n\n         2. RESERVATION OF SHARES AND OTHER SECURITIES. The Company will at all\ntimes reserve for issuance and delivery upon exercise of these Warrants all\nshares of Warrant Stock and other shares of capital stock of the Company (and\nOther Securities) from time to time receivable upon exercise of these Warrants.\nAll such shares (and Other Securities) shall be duly authorized and, when issued\nupon such exercise, shall be validly issued, fully paid and non-assessable and\nfree and clear of all preemptive rights.\n\n         3. FRACTIONAL SHARES. No fractional shares or scrip representing\nfractional shares shall be issuable upon the exercise of these Warrants, but the\nCompany shall pay the Holder an amount equal to the fair market value of such\nfractional share in lieu of each fraction of a share otherwise issuable upon any\nexercise of these Warrants, as determined by the Board of Directors in its\nreasonable discretion.\n\n         4. EXCHANGE OF WARRANTS. These Warrants are exchangeable, without\nexpense, at the option of the Holder, upon presentation and surrender hereof to\nthe Company or at the office of its stock transfer agent, if any, for other\nWarrants of different denominations, entitling the Holder hereof to purchase in\nthe aggregate the same number of shares of Warrant Stock (and Other Securities)\npurchaseable hereunder.\n\n         5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be\nentitled to any rights as a shareholder of the Company, either at law or in\nequity, and the rights of the Holder are limited to those expressed herein.\n\n         6. ANTI-DILUTION PROVISIONS.\n\n\n\n\n         6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time\nsubdivide its outstanding shares of Common Stock (or Other Securities at the tie\nreceivable upon the exercise of these Warrants) by recapitalization,\nreclassification or split-up thereof, or if the Company shall declare a stock\ndividend or distribute shares of Common Stock to its shareholders, the number of\nshares of Common Stock (or Other Securities) subject to these Warrants\nimmediately prior to such subdivision shall be proportionately increased and the\nExercise Price per share shall be proportionately decreased, and if the Company\nshall at any time combine the outstanding shares of Common Stock (or Other\nSecurities) by recapitalization, reclassification or combination thereof, the\nnumber of shares of Common Stock (or Other Securities) subject to these Warrants\nimmediately prior to such combination shall be proportionately decreased and the\nExercise Price per share shall be proportionately increased. Any such\nadjustments pursuant to this Section 6.1 shall be effective at the close of\nbusiness on the effective date of such subdivision or combination or, if any\nadjustment is the result of a stock dividend or distribution, then the effective\ndate for such adjustment shall be the record date therefor.\n\n         6.2 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. (a) In\ncase of any reorganization of the Company (or any other corporation, the\nsecurities of which are at the time receivable upon the exercise of these\nWarrants) after the date hereof or in case after such date the Company (or any\nsuch other corporation) shall consolidate with or merge into another corporation\nor convey all or substantially all of its assets to another corporation, then,\nand in each such case, the Holder of these Warrants, upon the exercise hereof,\nat any time after the consummation of such reorganization, consolidation, merger\nor conveyance, shall be entitled to receive, in lieu of the securities and\nproperty receivable upon the exercise of these Warrants prior to such\nconsummation, the securities or property to which such Holder would have been\nentitled upon such consummation if such Holder had exercised these Warrants\nimmediately prior thereto (but had not exercised any rights with respect to such\nsecurities or property in connection with the reorganization, consolidation,\nmerger or conveyance); in each such case, the terms of these Warrants shall be\napplicable to the securities or property receivable upon the exercise of these\nWarrants after such consummation.\n\n         (b) In any case where the Company shall consolidate with or merge into\nanother corporation, and shall not be the surviving corporation, or shall convey\nall or substantially all of its assets to another corporation, then, and in each\nsuch case, the surviving corporation or the corporation that shall have received\nsubstantially all of the Company's assets shall expressly assume the obligations\nof the Company under these Warrants in a form reasonably satisfactory to the\nHolder hereof.\n         \n         6.3 NO IMPAIRMENT. The Company will not, by amendment of its charter or\nthrough reorganization, consolidation, merger, dissolution, issue or sale of\nsecurities, sale of assets or any other voluntary action, avoid or seek to avoid\nthe observance or performance of any of the terms of these Warrants, but will at\nall times in good faith assist in the carrying out of all such terms and in the\ntaking of all such action as may be necessary or appropriate in order to protect\nthe rights of the Holder of these Warrants against impairment. Without limiting\nthe generality of the foregoing, while these Warrants are outstanding, the\nCompany (a) will not permit the par value, if any, of the shares of Warrant\nStock to be above the amount payable therefor upon such exercise and (b) will\n\n\n\n\ntake all such action as may be necessary or appropriate in order that the\nCompany may validly and legally issue or sell fully paid and non-assessable\nshares of Warrant Stock and Other Securities upon the exercise of these\nWarrants.\n\n         6.4 CERTIFICATES AS TO ADJUSTMENTS. In each case of an adjustment in\nthe number of shares of Warrant Stock or Other Securities receivable upon the\nexercise of these Warrants, the Company at its expense will promptly compute\nsuch adjustment in accordance with the terms of these Warrants and prepare a\ncertificate executed by an executive officer of the Company setting forth such\nadjustment and showing in detail the facts upon which such adjustment is based.\nThe Company will forthwith mail a copy of each such certificate to the Holder.\n\n         6.5 NOTICES OF RECORD DATE, ETC. In case:\n\n         (a) the Company shall take a record of the holders of its Common Stock\n(or Other Securities at the time receivable upon the exercise of these Warrants)\nfor the purpose of entitling them to receive any dividend (other than a cash\ndividend at the same rate as the rate of the last cash dividend theretofore\npaid) or other distribution, or any rights to subscribe for, purchase or\notherwise acquire any share of stock of any class or any other securities, or to\nreceive any other right; or\n\n         (b) of any capital reorganization of the Company, any reclassification\nof the capital stock of the Company, any consolidation or merger of the Company\nwith or into another corporation, or any conveyance of all or substantially all\nof the assets of the Company to another corporation; or\n\n         (c) of any voluntary or involuntary dissolution, liquidation or winding\nup of the Company;\n\nthen, and in each such case, the Company shall mail or cause to be mailed to\neach Holder of a Warrant at the time outstanding a notice specifying, as the\ncase may be, (i) the date on which a record is to be taken for the purpose of\nsuch dividend, distribution or right, and stating the amount and character of\nsuch dividend, distribution or right, or (ii) the date on which such\nreorganization, reclassification, consolidation, merger, conveyance,\ndissolution, liquidation or winding up is to take place, and the time, if any,\nto be fixed, as to which the holder of record of Warrant Stock (or such other\nsecurities at the time receivable upon the exercise of these Warrants) shall be\nentitled to exchange their shares of Warrant Stock (or such other securities)\nfor securities or other property deliverable upon such reorganization,\nreclassification, consolidation, merger, conveyance, dissolution, liquidation or\nwinding up. Such notice shall be mailed at least 20 days prior to the date\ntherein specified and these Warrants may be exercised prior to said date during\nthe term of these Warrants.\n\n         8. RESTRICTIONS ON TRANSFER OF WARRANTS, WARRANT STOCK AND OTHER\nSECURITIES. The Warrant Stock and Other Securities may not be sold, transferred\nor otherwise disposed of unless registered under the Securities Act of 1933 (the\n\"Securities Act\") and any applicable state securities laws or pursuant to\navailable exemptions from such registration, provided that the seller delivers\nto\n\n\n\n\nthe Company an opinion of counsel satisfactory to the Company confirming the \navailability of such exemption.\n\n         9. LEGEND. Unless the shares of Warrant Stock or Other Securities have\nbeen registered under the Securities Act, upon exercise of any of these Warrants\nand the issuance of any of the shares of Warrant Stock or Other Securities, all\ncertificates representing such securities shall bear on the face thereof\nsubstantialy the following legend:\n\n         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF\n         1933 (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES LAWS\n         AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS\n         REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES\n         LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION,\n         PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL\n         SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH\n         EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR\n         THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF\n         TIME.\n\n         10. NOTICES. All notices required hereunder shall be in writing and\nshal be deemed given when telegraphed, delivered personally or within two days\nafter mailing when mailed by certified or registered mail, return receipt\nrequested, to the Company at its principal office, or to the Holder at the\naddress set forth on the record books of the Company, or at such other address\nof which the Company or the Holder has been advised by notice in writing\nhereunder.\n\n         11. APPLICABLE LAW. These Warrants shall be governed by, and construed\nin accordance with, the laws of the State of Delaware, without giving effect to\nconflicts of law principles.\n\n         IN WITNESS WHEREOF, the Company has caused these Warrants to be signed\non its behalf, in its corporate name, by its duly authorized officer, all as of\nthe day and year first above written.\n\n                         SPORTSLINE USA, INC.\n\n                         By:\n                            -------------------------------------\n                            Title: President \n\n\n\n                              WARRANT EXERCISE FORM\n        \nThe undersigned hereby irrevocably elects to exercrse Warrants to purchase\n___________ shares of Common Stock of SportsLine USA, Inc., a Delaware\ncorporation and hereby makes payment of $___________ in full satisfaction\ntherefor.\n\n\n                                      \n                                   ----------------------------------------\n                                   Signature\n\n\n                                   ----------------------------------------\n                                   Signature, if jointly held\n\n\n                                   ----------------------------------------\n                                   Date\n\n                       INSTRUCTIONS FOR ISSUANCE OF STOCK\n              (if other than to the Holder of the within Warrants)\n\nName____________________________________________________________________________\n                                    (Please typewrite or print in block letters)\n\n\nAddress_________________________________________________________________________\n\n________________________________________________________________________________\n\nSocial Security or Taxpayer Identification Number_______________________________\n\n\n\n\n                                  EXHIBIT \"B\"\n\n                                                 ____________________, 1997\n\nSPORTSLINE USA, INC.\n6340 N.W. 5th Way\nFort Lauderdale, Florida 33309\n\nROBERTSON, STEPHENS &amp; COMPANY LLC\nCOWEN &amp; COMPANY\nMONTGOMERY SECURITIES\n  as Representatives of the\n     Several Underwriters\nc\/o Robertson, Stephens &amp; Company LLC\n555 California Street\nSan Francisco, California 94104\n\n\nLadies and Gentlemen:\n\n         The undersigned understands that Robertson, Stephens &amp; Company LLC,\nCowen &amp; Company and Montgomery Securities, as representatives (the\n\"Representatives\") of the several underwriters (the \"Underwriters\"), proposed to\nenter into an Underwriting Agreement (the \"Underwriting Agreement\") with\nSportsLine USA, Inc. (the \"Company\"), providing for the initial public offering\nby the Underwriters, including the Representatives, of common stock, $.01 par\nvalue per share (the \"Common Stock\"), of the Company (the \"Public Offering\").\n\n         In consideration of the Underwriters' agreement to purchase and\nundertake the Public Offering and for other good and valuable consideration, the\nreceipt of which is hereby acknowledged, the undersigned agrees that, without\nthe prior written consent of Robertson, Stephens &amp; Company LLC, the undersigned\nwill not directly or indirectly offer, sell, solicit an offer to buy, make any\nshort sale, pledge, grant any option to purchase, contract to sell, or otherwise\ndispose of or transfer any shares of Common Stock of the Company (including,\nwithout limitation, shares of Common Stock which may be deemed to be\nbeneficially owned by the undersigned in accordance with the rules and\nregulations of the Securities and Exchange Commission) or any securities\nconvertible into or exercisable or exchangeable for such Common Stock (including\nshares of Common Stock which may be issued upon exercise of a stock option or\nwarrant) or, in any manner, transfer all or a portion of the economic\nconsequences associated with the ownership of the Common Stock (including,\nwithout limitation, by way of equity swap, hedging, or any other form of\nderivative transaction) (any of the foregoing, a \"Transfer\"), or exercise any\nregistration rights with respect to the Common Stock, in each case for the\nperiod\n\n\n\n\n_________________, 1997\nPage 2\n\n\n\nending 180 days from the date the Registration Statement (No. 333-25259) filed\nby the Company in connection with the Public Offering is declared effective by\nthe Securities and Exchange Commission; provided, however, that the undersigned\nmay Transfer, including any Transfer as a bona fide gift, any such securities to\nany person who, at or prior to the time of such Transfer, has executed and\ndelivered to the Representatives a letter agreement in the form hereof.\n\n         In addition, the undersigned agrees that the Company may, with respect\nto any shares for which the undersigned is the record or beneficial holder,\ncause the transfer agent for the Company to note stop transfer instructions with\nrespect to such shares on the transfer books and records of the Company.\n\n         The undersigned hereby represents and warrants that the undersigned has\nfull power and authority to enter into this letter agreement, and that, upon\nrequest, the undersigned will execute any additional documents necessary or\ndesirable in connection with the enforcement hereof. All authority herein\nconferred or agreed to be conferred shall survive the death or incapacity of the\nundersigned and all obligations of the undersigned created hereunder shall be\nbinding upon the heirs, personal representatives, successors, and assigns of the\nundersigned. This letter agreement shall automatically terminate on the earlier\nof (i) August 1, 1997, in the event that the Underwriting Agreement is not\nexecuted by the Company or on prior to that date and (ii) the date that the\nUnderwriting Agreement is terminated, in the event that the Underwriters do not\npurchase the Common Stock and the Underwriting Agreement is terminated pursuant\nto its terms.\n\n                                   Very truly yours,\n\n\nDated:______________________       _________________________________\n                                   Name of Holder\n\n\n                                   _________________________________\n                                   Signature\n\n\nDated:______________________       _________________________________\n                                   Name of Joint Holder\n\n\n                                   _________________________________\n                                   Signature\n\n\n\n\n<type>EX-10.16\n\n<sequence>4\n\n\n                                                                  EXHIBIT 10.16\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n\n\n                                    CONFlDENTlAL\n                            INTERACTIVE SERVICES AGREEMENT\n                            \n         This agreement (the \"AGREEMENT\"), effective as of July 1, 1997 (the\n\"Effective Date\"), is made and entered into by and between America Online, Inc.\n(\"AOL\"), a Delaware corporation, with its principal offices at 22000 AOL Way,\nDulles, Virginia 20166, and SportsLine USA, Inc. (\"INTERACTIVE CONTENT PROVIDER\"\nor \"ICP\"), a Delaware corporation, with its principal offices at 6340 N.W. 5th\nWay, Fort Lauderdale, Florida 33309 (each a \"PARTY\" and collectively the\n\"PARTIES\").\n          \n                                    INTRODUCTION\n          \n         The Parties desire to work together to provide AOL Members (as defined\nbelow) with access to the Licensed Content (as defined below) through the AOL\nNetwork (as defined below), subject to the terms and conditions set forth in\nthis Agreement. Defined terms used but not defined in the body of this Agreement\nor in Exhibit C shall be as defined on Exhibit B attached hereto.\n          \n                                        TERMS\n          \n1. DISTRIBUTION: PROGRAMMING\n          \n   1.1 ANCHOR TENANCY. During the term, ICP shall receive anchor tenant \n       distribution within the AOL Brand Service, as follows: AOL shall:\n                    \n       (a)    continuously and prominently place a mutually agreed upon ICP\n              logo, ***** as determined by ICP but subject to the guidelines set\n              forth in Exhibit \"A-1\" (provided that AOL shall have the right to\n              amend Exhibit A-1 in good faith to incorporate additional\n              reasonable guidelines) on the main Sports Channel screen (or any\n              specific successor thereof) on the AOL Brand Service (the \"MAIN\n              SPORTS SCREEN\"), with prominent placement to be mutually\n              agreed-upon, provided that ICP shall have a first right to choose\n              placement from the available options (such right to extend to any\n              subsequent substantial interface redesigns to the Main Sports\n              Screen made by AOL during the Term) and ***** during the Term;\n                    \n       (b)    continuously include the Licensed Content (as defined in section\n              1.2 below) adjacent to attribution to ICP as the source of such\n              content *****; provided, however, that the inclusion of Licensed\n              Content with respect to any of the foregoing screens not launched\n              as of the Effective Date shall be applicable as of the date of\n              launch of such screen(s); and provided, further, that the Licensed\n              Content included in the screens specified in this Section l.l(b)\n              shall generally be Content drawn (as determined by AOL based on\n              the quality and relevance of such Content) from an area of the ICP\n              Interactive Site designated by ICP which shall contain the\n              Licensed Content, or, if not from such designated area, then such\n              other Licensed Content as determined by AOL in consultation with\n              ICP.\n                    \n       (c)    program certain other Licensed Content on other appropriate\n              screens in the Sports Channel, as determined by AOL in its\n              discretion;\n                    \n                                       -1-\n                    \n\n\n          CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n       (d)    provide ICP with the keywords \"CBS SportsLine,\" \"SportsLine\" and\n              \"Vegas Insider\" which shall Link to the Template Forms (as defined\n              below in section 5.1);\n \n       (e)    list ICP in **** on the AOL Brand Service (***** to be accessible\n              through keywords \"Odds,\" \"Sports Book,\" \"Handicapping\" and\n              \"Lines\"); and\n \n       (f)    list ICP in AOL's \"Directory of Services\" and \"Find\" features.\n \n       Each area on an ICP Interactive Site linked from the AOL Network shall be\n       accessed by AOL Members through the Hybrid Browser (as defined below in\n       Section 5.1).\n \n       1.1.1 COMMUNITY PROGRAMMING; FANTASY GAMES. In addition to ICP's anchor\n             tenant distribution as provided in section 1.1 above, AOL shall\n             also include: (a) ***** provided that AOL shall provide carriage\n             over the Term of **** except to the extent not feasible as a result\n             of AOL's space and technical limitations, and shall contain Links\n             to the ICP Interactive Site via the Hybrid Browser); and (b) *****\n             area of the Sports Channel, provided that such carriage shall\n             commence on or about the launch of the ***** and shall, except as\n             otherwise mutually agreed upon, consist of prominent branded Links\n             to the appropriate pages of the ICP Interactive Site.\n \n       1.1.2 \"ODDS\" INFORMATION. AOL and ICP shall discuss in good faith the\n             provision by ICP of more detailed odds and analysis information to\n             enhance the content present on the \"Sports Odds\" screen including\n             ICP \"pick packs\".\n \n       1.1.3 CHANEES TO AOL SERUCE. AOL reserves the right to redesign or modify\n             the organization, structure, \"look and feel,\" navigation and other\n             elements of the AOL Service. In the event such modifications\n             materially affect the placements for ICP described above, AOL will\n             work with ICP in good faith to provide ICP with a comparable\n             package of placements which are reasonably satisfactory to ICP\n             (\"MAKE-GOOD PLACEMENTS\"). To the extent AOL is unable or refuses to\n             provide ICP with acceptable Make-Good Placements within a\n             reasonable period of time, ICP's sole remedy shall be ***** as\n             determined in ICP's sole discretion; provided; however, that, if\n             ICP elects *****.\n \n\n                                      -2-\n \n\n\n\n          CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n    1.2 LICENSED CONTENT. ICP Content shall consist solely of the Content\n       described on Exhibit \"A\" hereto (the \"LICENSED CONTENT\") which ICP shall\n       have the right to change from time to time, subject to the provisions of\n       this Agreement (including but not limited to this section 1.2). ICP shall\n       not authorize or permit any third party to distribute any other Content\n       of ICP through the AOL Network absent AOL's prior written approval.\n       Further, ICP agrees that it is and will remain primarily a provider of\n       sports-oriented content, and agrees that the Licensed Content shall not\n       include information that is not directly related to sports nor will the\n       features, functionality, or technology of the Licensed Content impose a\n       material adverse effect upon the technical operations of the AOL Network.\n         \n    1.3 LICENSE. ICP hereby grants AOL a worldwide non-exclusive,\n       non-transferable, license to (a) use, market, store, distribute, display,\n       communicate, perform, transmit, and promote the Licensed Content (or any\n       portion thereof) through the AOL Network within such areas or features of\n       the AOL Network as expressly provided herein, and (b) integrate the\n       Licensed Content within the AOL Network by including links to ICP\n       Interactive Sites. Subject to such right and license, ICP retains all\n       right, title to and interest in the Licensed Content. Subject to the\n       first sentence of this section 1.3, the foregoing license is solely for\n       the purpose of permitting AOL to promote the Licensed Content on ICP's\n       Interactive Site in accordance with AOL's obligations hereunder, and\n       shall not be construed to grant a license to use, market, store,\n       distribute, display, communicate, perform, transmit, or promote the\n       Licensed Content generally or for any other purpose (including but not\n       limited to AOL branding of any Licensed Content). All uses of the\n       Licensed Content shall only be as expressly provided herein.\n         \n    1.4 MANAGEMENT. ICP shall design, create, edit, manage, update, and maintain\n       the Licensed Content (\"MANAGEMENT RESPONSIBILITIES\"). AOL shall have no\n       Management Responsibilities of any kind with respect to any ICP\n       Interactive Site or any other Linked Interactive Site. ICP shall be\n       responsible for any hosting or communication costs associated with any\n       Linked Interactive Sites, except that AOL shall be responsible for the\n       costs associated with (i) any mutually agreed-upon direct connections\n       between the AOL Network and a Linked Interactive Site or (ii) any\n       mutually agreed upon mirrored version of a Linked Interactive Site. AOL\n       Members shall not be required to go through a registration process (or\n       any similar process) in order to access and use the non subscription or\n       non-premium areas of an ICP Interactive Site. In addition, ICP shall make\n       all of its existing premium services, including fantasy games,\n       commissioners, and utilities, available to AOL Members for purchase at a\n       10% discount off ICP's ordinary retail price.\n         \n    1.5 CARRIAGE FEE. ICP shall pay AOL a carriage fee of ***** as follows:\n         \n       1.5.1  BASE CARRIAGE FEE. ICP shall pay AOL ***** over the term, payable\n             in equal monthly installments on the 15th day of each month\n             beginning with July 15, 1997; and\n\n                                      -3-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n        1.5.2  IN-KIND PROGRAMMING AND PROMOTION. ICP shall provide AOL with the\n             equivalent of ***** made up of the in-kind commitments specified in\n             the agreement between AOL, ICP and CBS, Inc., attached hereto as\n             Exhibit E (the \"ICP IN-KIND COMMITMENTS\"). Without limiting any\n             other rights or remedies available to AOL, AOL's anchor tenant and\n             impressions commitments specified in Sections 1.1 and 1.6 herein\n             are and will be contingent upon provision of the ICP In-Kind\n             Commitments in accordance with Exhibit E.\n \n   1.6  IMPRESSIONS GUARANTEE. AOL shall provide ICP with at least ***** \n        Impressions from ICP's Presence on the AOL Network hereunder (the\n        \"Impressions Guarantee\") as follows: (a) a minimum of ***** Impressions\n        shall be generated from ***** as specified in Section l.l(a); (b) a\n        minimum of ***** Impressions shall be generated from ***** as specified\n        in Sections l.l(b)-(c); and (c) ***** Impressions as specified in\n        section 2.6 below. For the purposes of this Agreement, the term\n        \"Presence\" means any ICP trademark or logo, Licensed Content, headline,\n        picture, story, teaser, icon, link or any other Content or service which\n        originates from, describes or promotes ICP or ICP's Licensed Content,\n        provided that only screens that contain a Link to ICP's Interactive Site\n        or a Welcome Mat (as defined below) via the Hybrid Browser will count\n        against the Impressions Guarantee. The Term shall be extended without\n        any additional Carriage Fees or other additional consideration of any\n        kind whatsoever payable by ICP until the Impressions Guarantee is met,\n        provided that in any event the Impressions Guarantee shall be met within\n        ***** after the Effe,ctive Date.\n \n2. PROMOTION\n \n   2.1  COOPERATION. Each Party shall cooperate with and reasonably assist the\n        other Party in supplying material for marketing and promotional\n        activities.\n               \n   2.2  INTERACTIVE SITE. ICP shall include the following promotions within each\n        ICP Interactive Site during the Term: (i) a continuous promotional\n        button for AOL appearing \"above the fold\" on the first screen of such\n        site; (ii) a Link to a location of AOL's choosing where users can obtain\n        promotional information about AOL products and services and\/or download\n        or order AOL's the-current version of the AOL client software (for which\n        ICP shall earn bounties for New Members as specified on Exhibit F);\n        and (iii) include mutually agreed upon promotional banners describing\n        AOL as a preferred access provider in such a way as to encourage\n        download of AOL clients software (for which ICP shall earn bounties for\n        New Members as specified on Exhibit F) utilizing unsold inventory on\n        the \"Top News\" and \"Scoreboard\" sections within ICP's Microsoft \"Active\n        Desktop\" and Netscape \"Netcaster\" channels.\n                \n   2.3  KEYWORD. When ICP makes promotional reference to an ICP Interactive Site\n        in any off line (e.g., not Internet or online) media, *****, which \n        includes a listing of the\n \n                                       -4-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n        applicable \"URL(s)\" for such site (each a \"WEB REFERENCE\"), ICP shall\n        include a favorable mention, in an agreed-upon form, of the applicable\n        AOL \"keyword\" of comparable prominence to the Web Reference.\n \n   2.4  DIRECT MARKETING. In addition to the promotion described in section 2.2\n        above, the Parties agree to execute the New Member acquisition program\n        described on Exhibit F and for which ICP shall earn bounties as\n        described in Exhibit F, and such other New Member acquisition programs\n        as the parties may mutually agree upon.\n\n   2.5  ONLINE PROMOTIONS. During the Term AOL shall (a) include *****\n        (except that any obligation to ***** shall be subject to any contractual\n        commitments of AOL), and (b) provide ICP with at least ***** In\n        addition, AOL shall link from the Template Forms and the Hybrid Browser\n        (both as defined below in Section 5.1) to the merchandise area on the\n        main ICP Interactive Site and other mutually agreed upon areas of the\n        Interactive Site. AOL shall use commercially reasonable efforts to\n        include ICP in *****\n \n3. REPORTING. On no less than a monthly basis, each Party shall supply or make \navailable to the other Party reports containing the following information:\n \n   3.1  USAGE AND OTHER DATA. AOL shall make available to ICP a monthly report\n        with respect to ICP's presence on the AOL Network hereunder specifying\n        for the prior month (a) the number of Impressions generated within the\n        AOL Network, and (b) ***** In addition to the number of Impressions, to\n        the extent AOL makes commercially available to any third parties *****,\n        AOL shall provide to ICP a monthly report of the ***** with respect to\n        ICP's presence on the AOL Network.\n\n        For each Linked ICP Interactive Site, ICP will supply AOL with monthly\n        reports which reflect total impressions by AOL Members to the Linked ICP\n        Interactive Site during the prior month, total impressions by all users\n        to the Linked ICP Interactive Site during the prior month and any\n        transactions involving AOL Members at the ICP Interactive Site during\n        the period in question, in a detailed format reasonably requested by\n        AOL.\n\n   3.2  PROMOTIONAL COMMITMENTS. ICP shall provide to AOL a monthly report, in\n        the form attached hereto as Exhibit G, documenting its compliance with\n        any promotional commitments it has undertaken as required hereunder.\n\n   3.3  PAYMENT SCHEDULE. Except as otherwise specified herein, each Party\n        agrees to pay the other Party all amounts received and owed to such\n        other Party as described herein on a monthly basis within thirty (30)\n        days of the end of the month in which such amounts were collected by\n        such Party. Each such payment shall be accompanied by a statement\n        showing in reasonable detail how such payment was computed.\n                   \n                                       -5-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n   3.4  SURVIVAL. This section 3 shall survive any expiration or earlier\n        termination of this Agreement.\n         \n4. ADVERTISING AND MERCHANDISING\n         \n   4.1  ADVERTISING. AOL owns all right, title and interest in and to the\n        advertising and promotional spaces within the AOL Network. The specific\n        advertising inventory within any such AOL forms or pages shall be as\n        reasonably determined by AOL.\n\n   4.2  AOL PROGRAMMING ADVERTISEMENTS. With respect to any exclusive to AOL or\n        differentiated (e.g., from programming available outside of the AOL\n        Network) online programming, any Template Forms (as specified in Section\n        5.1) or the Hybrid Browser (as specified in Section 5.1) (collectively,\n        the \"AOL PROGRAMMING\"), AOL shall grant ICP the ***** promotions,\n        advertisements, links, pointers or similar services or rights in or\n        through the area for any AOL Programming (\"AOL PROGRAMMING\n        ADVERTISEMENTS\") subject to (i) AOL's approval (it being understood that\n        such policies shall not apply to ICP Interactive Sites or any portion\n        thereof other than Welcome Mats), and (ii) the ***** shall be shared by\n        the Parties as follows: (a) ICP shall retain ***** of all ***** (the\n        \"*****\"); and (b) ICP shall pay AOL ***** . Additionally, when AOL makes\n        its ad server technology generally available to third parties, AOL shall\n        make such technology available for use by ICP with respect to the AOL\n        Programming Advertisements on AOL's then-standards terms and conditions.\n         \n   4.3  WELCOME MAT ADVERTISEMENTS. With respect to any Welcome Mat(s) (as\n        defined in Section 5.5.3.1), ICP shall retain the ***** promotions,\n        advertisements, links, pointers or similar services or rights in or\n        through the Welcome Mats (\"WELCOME MAT ADVERTISEMENTS\"), subject to (a)\n        AOL's approval for each Welcome Mat Advertisement (it being understood\n        that such policies shall not apply to ICP Interactive Sites or any\n        portion thereof other than Welcome Mats) and (b) the *****. ICP shall\n        pay AOL ***** with respect to Welcome Mat Advertisements.\n\n   4.4  ADVERTISING POLICIES. Any AOL Programming Advertisements or Welcome Mat\n        Advertisements (collectively, \"AOL ADVERTISEMENTS\") sold by ICP or its\n        agents shall be subject to AOL's then-standard advertising policies as\n        disclosed in advance to ICP; it being understood that such policies\n        shall not apply to ICP Interactive Sites or any portion thereof other\n        than Welcome Mats.\n\n   4.5  ADVERTISING REGISTRATION FORM. In connection with the sale by ICP of any\n        AOL Advertisement, ICP shall, in each instance, provide AOL with a\n        completed standard AOL \"Advertising registration form\" relating to such\n        AOL Advertisement and reasonably acceptable to ICP. ICP shall use all\n        reasonable steps to comply with all federal, state and local laws and\n        regulations applicable to any AOL Advertisements sold by ICP.\n\n                                      -6-\n         \n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n   4.6  ADVERTISING PACKAGES. To the extent a Party sells an AOL Advertisement\n        as part of an advertising package including multiple placement locations\n        (e.g., both the AOL Programming area or Welcome Mat and another area or\n        site), such Party shall allocate the payment for such advertising\n        package between or among such locations in an equitable fashion, subject\n        to the Advertising Minimum.\n\n   4.7  INTERACTIVE COMMERCE.\n         \n        4.7.1 Transaction Revenues derived from the sale or license of the\n              following Products sold within the AOL Network (e.g., non-Web\n              based transactions) and\/or as a direct result of AOL promotions\n              shall be split as follows:\n         \n\n<table>\n\n<s>                                          \n<c>\n              i) General Merchandise         *** Net Transaction Revenues to ICP, *** to\n                                             AOL\n             ii) Fantasy Games               *** Net Transaction Revenues to ICP, *** to\n                                             AOL\n            iii) Memorabilia                 *** Net Transaction Revenues to ICP, ** to\n                                             AOL\n             iv) Electronic Merchandise      *** Gross Transaction Revenues to ICP, ***\n                 (e.g., electronic greeting to AOL\n                  cards)\n\n<\/c><\/s><\/table>\n         \n        4.7.2 Any merchandising activity hereunder shall be subject to (i) the\n              terms of this Agreement, and (ii) the requirements posted at\n              keyword \"Marketplace Policy\" on the America On'ine Brand Service\n              (or such other keyword as AOL may designate during the Term).\n         \n5. PRODUCTION AND SUPPORT: CUSTOMIZATION OF SITES\n         \n    5.1 FORMS. AOL shall provide to ICP *****: (a) a series of mutually agreed \n        upon Rainman template forms (initial series due by July 1st, the balance\n        due August 15th) for the presentation of the Licensed Content to AOL\n        Members, which forms shall include a mutually agreed upon format and\n        style and links to the relevant ICP Interactive Site as well as one\n        advertising slot (collectively, the \"TEMPLATE FORMS\"); (b) a mutually\n        agreed upon web browser format through which the ICP Interactive Site\n        will be accessed, such browser also to include one advertising slot (the\n        \"HYBRID BROWSER\").\n\n    5.2 PRODUCTION WORK. In the event that ICP requests any AOL production\n        assistance, ICP shall work with AOL to develop detailed production plans\n        for the requested production assistance (the \"PRODUCTION PLAN\").\n        Following receipt of the final Production Plan, AOL shall notify ICP of\n        (i) AOL's availability to perform the requested production work, (ii)\n        except with respect to Welcome Mats, the proposed fee or fee structure\n        for the requested production and maintenance work, and (iii) the\n        estimated development schedule for such work. To the extent the Parties\n        reach agreement regarding implementation of an agreed-upon Production\n        Plan, such agreement shall be reflected in a separate work order signed\n        by the Parties. To the extent ICP elects to retain a third\n         \n                                      -7-\n         \n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n               party provider to perform any such production work, work produced\n               by such third party provider must generally conform to AOL's\n               production Standards &amp; Practices (a copy of which will be\n               supplied by AOL to ICP upon request). The specific production\n               resources which AOL allocates to any production work to be\n               performed on behalf of ICP shall be as determined by AOL in its\n               sole discretion, but in all events shall be sufficient to timely\n               perform all work agreed upon.\n  \n        5.3    PUBLISHING TOOLS. AOL shall determine, in its sole discretion,\n               which of its proprietary publishing tools (each, a \"Tool\") shall\n               be made available to ICP to develop and implement any AOL\n               Programnung or Welcome Mat(s) during the Term. ICP shall be\n               granted a nonexclusive license to use any such Tool, which\n               license shall be subject to: (i) ICP's compliance with all rules\n               and regulations relating to use of the Tools, as published from\n               time to time by AOL, (ii) AOL's right to withdraw or modify such\n               license at any time, provided any such withdrawal or modification\n               does not have a material adverse effect upon ICP, and (iii) ICP's\n               express recognition that AOL provides all Tools on an \"as is\"\n               basis, without warranties of any kind.\n\n        5.4    TRAINING AND SUPPORT. AOL shall provide ICP with *****. ICP \n        shall be responsible to pay the fees associated with such ***** . In\n        addition, ICP will pay travel and lodging costs associated with its\n        participation in any AOL training programs (including AOL's reasonable\n        and necessary travel and lodging costs, subject to ICP's prior written\n        approval, when training is requested by and conducted at ICP's offices).\n\n        5.5    CUSTOMIZATION OF SITES.\n\n        5.5.1  PERFORMANCE. ICP shall optimize the ICP Interactive Site for\n               distribution as provided hereunder to ensure that the\n               functionality of and features within the ICP Interactive Site\n               support (i) *****, and (ii) HITP 1.0 or later protocol. ICP\n               shall allow appropriate AOL personnel to have access to any\n               Linked ICP Interactive Sites for the purposes of reviewing such\n               sites to coordinate with ICP to determine the most efficient\n               method for optimization of the sites for distribution hereunder.\n  \n        5.5.2  TEMPLATE FORMS AND HYBRID BROWSER. Each area on ICP Interactive\n               Sites linked from the AOL Network shall be accessed by AOL\n               Members through the Hybrid Browser.\n  \n        5.5.3  CUSTOMIZATION. ICP shall customize the ICP Interactive Sites for\n               AOL Members as follows:\n  \n               5.5.3.1 WELCOME MATS. AOL may, *****, require ICP to publish on \n                       ICP's servers a special AOL Welcome Mat home page and \n                       separate AOL Welcome Mat home pages for NFL, NBA, MLB, \n                       NHL, NCAA Football and Basketball areas on ICP \n                       Interactive Sites\n\n                                      -8-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                       exclusively for AOL Members, ***** (as compared to ICP\n                       hosting such page or site itself) for such page or site.\n                       The Welcome Mat pages shall be customized versions of the\n                       applicable pages of ICP Interactive Sites, and shall be\n                       used to provide AOL members with a faster and more\n                       reliable experience. Any Content on the Welcome Mats will\n                       be identical to the relevant ICP Interactive Sites except\n                       that certain third-party links will be customized in\n                       order to minimize the loss of traffic outside of the AOL\n                       Network and assume compliance with AOL advertising\n                       guidelines.\n  \n               5.5.3.2. CUSTOMIZATION. The Template Forms, Hybrid Browser and\n                       Welcome Mats shall not contain advertisements, promotions\n                       or links for any entity reasonably construed to be in\n                       competition with AOL. or otherwise be in conflict with\n                       AOL advertising policies or exclusivities. In addition,\n                       ICP shall take reasonable steps to capture traffic within\n                       ICP Interactive Sites. To the extent that AOL notifies\n                       ICP in writing that, in AOL's reasonable judgment, Links\n                       from such sites cause an excessive amount of traffic to\n                       be diverted outside of such sites in a manner that has a\n                       detrimental effect on the traffic flow of the AOL\n                       audience, AOL reserves the right, after providing ICP\n                       with a reasonable opportunity to cure, to terminate this\n                       Agreement; provided, however, that if AOL elects to\n                       terminate this Agreement, ICP shall only be responsible\n                       for payment of Carriage Fees through the date of\n                       termination.\n  \n6. TERM AND TERMINATION.\n  \n   6.1. TERM. Unless earlier terminated as set forth herein, the initial term of\n        this Agreement shall be fourteen (14) months from the Effective Date\n        (the \"TERM\") (subject to the Impressions Guarantee being met as set\n        forth in Paragraph 1.6), provided that for two (2) years after\n        expiration of the Term, AOL shall continue to have the option to Link to\n        any ICP Interactive Sites. This Agreement may be extended by mutual\n        written agreement of the Parties.\n\n   6.2  TERMINATION FOR BREACH. Either Party may terminate this Agreement at any\n        time in the event of a material breach by the other Party which remains\n        uncured after thirty (30) days written notice thereof.\n\n   6.3  TERMINATION FOR BANKRUPTCY\/INSOLVENCY. Either Party may terminate this\n        Agreement immediately following written notice to the other Party if the\n        other Party (i) ceases to do business in the normal course, (ii) becomes\n        or is declared insolvent or bankrupt, (iii) is the subject of any\n        proceeding related to its liquidation or insolvency (whether voluntary\n        or involuntary), other than a reorganization under Chapter 11 of the\n        Bankruptcy Code, which is not dismissed within ninety (90) calendar\n        days, or (iv) makes an assignment for the benefit of creditors.\n  \n7. PUBLIC DISCLOSURE. ICP shall provide AOL with the prior opportunity, subject\n   to any applicable law or regulation, to review and provide comments on any\n   description of this Agreement in any documents for public or private\n   financing of ICP. AOL must approve any information or description regarding\n   this Agreement that is disclosed to any third party as part of a \"road show\"\n   or other public or private financing by ICP, provided such approval shall not\n   be\n  \n                                      -9-\n \n\n\n\n   unreasonably withheld. Except as may be required by applicable law,\n   regulation, or court order, or rules or regulations of any securities\n   exchange, the prior written approval of the other Party, which shall not be\n   unreasonably withheld or delayed, shall be required for any other disclosure\n   of the existence of this Agreement or the terms hereof, provided, however\n   that if this Agreement or any of its terms must be disclosed under any law,\n   rule or regulation, ICP shall redact mutually agreed upon portions of this\n   Agreement (including at a minimum the Anchor Tenancy, Impressions Guarantee,\n   Carriage Fee and Promotion) to the fullest extent permitted under applicable\n   laws, rules and regulations and ICP will submit a request to be mutually\n   agreed upon by ICP and AOL that such portions and other provisions of this\n   Agreement receive confidential treatment under the rules and regulations of\n   the Securities and Exchange Commission or otherwise be held in the strictest\n   confidence to the fullest extent permitted under the laws, rules or\n   regulations of any other applicable governing body. Except as expressly\n   provided in this Section 7.1, each Party agrees to keep confidential the\n   terms of this Agreement other than in connection with confidential\n   disclosures on a need to know basis to employees, consultants, counsel,\n   accountants and other professional advisers of the Party or its affiliates.\n   Each Party shall use its best efforts to cause any third parties that may\n   come into possession of any confidential information to maintain the\n   confidentiality of such information. This section shall survive any\n   expiration or earlier termination of this Agreement.\n          \n8. TERMS AND CONDITIONS. The legal terms and conditions set forth on Exhibit C\n   attached hereto are hereby made a part of this Agreement.\n          \nIN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the\nEffective Date.\n          \nAMERICA ONLINE, INC.              SPORTSLINE USA, INC.\n\nBy: \/s\/ DAVID M. COHEN            By: \/s\/ MICHAEL LEVY\n    ------------------------          ------------------------\n    Print Name:                       Print Name: Michael Levy\n    Title:                            Title: President\n    Date:                             Date: 10-17-97\n    Tax ID\/EIN#:                      Tax ID\/EIN#\n          \n\n                                      -10-\n\n\n                                    EXHIBIT A\n                         DESCRIPTION OF LICENSED CONTENT\n \nA. Content from CBS SportsLine web site to be included within the designated\n   area of ICP Interactive Site shall include: Sports-related content including\n   all content published within the sportsline.com and vegasinsider.com domains,\n   including Top News, Scores, MLB, NBA, NFL, NHL, Golf, Tennis, Auto Racing,\n   Soccer, NCAA Football and Basketball, and other covered sports, as well as\n   all sports-related content from all other web sites published by ICP under\n   its own brand name including: \n\n   1) Daily poll\n\n   2) Two sports columns available per day\n \n   3) At least 10 news stories available per day based upon SportsLine's \"daily\n      budget\" meeting to be included within AOL's Top Stories Area\n \n   4) Season Preview Packages for -- Baseball, Pro Football, Pro &amp; College\n      Football, Pro &amp; College Basketball, Hockey\n \n   5) The CBS SportsLine 112 - NCAA Football poll 6) The CBS SportsLine NFL\n      Power Chart - ranking NFL teams available each week\n \n   7) Face-to-Face - a statistical player vs. player match-up available 3 times\n      each week.\n \n   8) Week in Review Packages for big college games being broadcast on CBS.\n \nB. Feature Programming- ICP will provide the following:\n \n   Two \"slide shows\" available per week (including NFL, NBA, NHL, MLB, Golf and\n   Tennis as well as NCAA Football and Basketball \"slide shows\" during the\n   respective seasons) which AOL will promote on the main sports screen as\n   appropriate to fit into AOL Sports' programming discretion.\n \nC. Original Programming -- ICP shall provide the following:\n \n   A mini site within ICP's Interactive Site including the following\n   non-exclusive Content from the 1998 Winter Olympics: (i) a daily news and\n   notes from Nagano column; and (ii) an \"Inside the Truck Feature from the CBS\n   perspective (three times a week) and the following exclusive Content from the\n   1998 Winter Olympics: (i) a daily exclusive column from each of Ray Buck and\n   Mike Lurie; (ii) a daily exclusive audio interview; (iii) 2 slide shows per\n   week; (iv) on chat per week on AOL (top athlete or CBS personality) and (v) a\n   \"Road to the Olympics Package\" including a weekly column and slide show for\n   the eight (8) weeks leading up to the Nagano Olympic Games. AOL will\n   incorporate ICP as a key part of the AOL Brand Service 1998 Olympic coverage.\n   AOL will produce a AOL\/ICP co-branded Template Form where AOL will promote\n   the foregoing Nagano Olympic Games Content provided by ICP.\n \nTo the extent that AOL engages in a reasonably consistent pattern of not\npromoting the specific Programming described in this Exhibit A, ICP shall have\nthe right to designate other reasonable categories of Licensed Content.\n \n                                      -11-\n\n\n\n                                   EXHIBIT A-1\n \nICP promotional copy cannot include superlatives such as \"greatest\", \"best\",\n\"ultimate\", \"top\", \"hottest\" and \"coolest\" when referring to the ICP Interactive\nSites and the Licensed Content being promoted. With respect to the use of the\nwords \"exclusive\", \"only on\" and similar phrases, such terms can only be used to\nthe extent the Licensed Content being promoted is exclusive to ICP (e.g. with\nrespect to its athletes etc.).\n \n \n \n                                      -12-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                            EXHIBIT B -- DEFlNITIONS\n\nADVERTISING REVENUES. Aggregate amounts collected plus the fair market value of\nany other compensation received (such as barter advertising) by ICP or its\nagents, as the case may be, arising from the license or sale of AOL\nAdvertisements, less applicable Advertising Sales Commissions; provided that, in\norder to ensure that AOL receives fair value in connection with AOL\nAdvertisements, ICP shall be deemed to have received no less than the\nAdvertising Minimum in instances when ICP makes an AOL Advertisement available\nto a third party at a cost below the Advertising Minimum.\n\n               \n*****. Except as otherwise agreed by AOL and ICP, (i) ***** or (ii) such\ndifferent rate or rates as AOL may establish based upon market conditions and\npublish during the Term.\n\nADVERTISING SALES COMMISSION. In the case of an AOL Advertisement, actual\namounts paid as commissions to third party agencies in connection with sale of\nthe AOL Advertisement.\n\nAOL BRAND SERVICE. The U.S. version of the America Online brand service\n(excluding Digital city, AOL.com, NetFind or any similar \"sub\" service that may\nbe distributed by or through the American Online Brand Service).\n\nAFFILIATE. Any agent, distributor or franchisee of AOL, or an entity in which\nAOL holds at least a nineteen percent (19%) equity interest.\n\nAOL LOOK AND FEEL. The distinctive and particular elements of graphics, design,\norganization, presentation, layout, user interface, navigation, trade dress and\nstylistic convention (including the digital implementations thereof) within the\nAOL Network and the total appearance and impression substantially formed by the\ncombination, coordination and interaction of these elements.\n\nAOL MEMBER(S). Authorized users of the AOL Network, including any sub-accounts\nusing the AOL Network under an authorized master account.\n\nAOL NETWORK. (i) The America Online\/registered trademark\/ Brand Service, (ii)\nany international versions of the America Online service through which AOL or\nits affiliates elect to offer the Licensed Content and (iii) any other product\nor service owned, operated, distributed or authorized to be distributed by or\nthrough AOL or its Affiliates worldwide through which such party elects to offer\nthe Licensed content (which may include, without limitation, Internet sites\npromoting AOL products and services and any \"offline\" information browsing\nproducts of AOL or its Affiliates).\n\nCONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course\nof the Agreement, which, is, or should be reasonably understood to be,\nconfidential or proprietary to the disclosing Party, including, but not limited\nto, the material terms of this Agreement, information about AOL Members,\ntechnical processes and formulas, source codes, product designs, sales, cost and\nother unpublished financial information product and business plans, projections\nand marketing data. Confidential Information shall not include information that:\n(a) is now or subsequently becomes generally available to the public through no\nfault or breach on the part of the receiving party; (b) the receiving party\ncandemonstrate to have had lawfully in its possession without an obligation of\nconfidentiality prior to disclosure hereunder; (c) is independently developed by\nthe receiving party without the use of any Confidential Information of the\ndisclosing party as evidenced by written documentation; or (d) the receiving\nparty lawfully obtains from a third party who has the right to transfer or\ndisclose it and who provides it without any obligation to maintain the\nconfidentiality of such information.\n\nCONTENT. Information, materials, features, products, services, advertisements,\npromotions, links, pointers, technology and software.\n\nICP INTERACTIVE SITE. Any interactive site or area which is managed, maintained\nor owned by ICP or its agents or to which ICP provides and\/or licenses\ninformation, content or other materials,including, by way of example and without\nlimitation, (i) an ICP site on the World Wide Web portion of the Internet or\n(ii) a channel or area delivered through a \"push\" product such as the Pointcast\nNetwork or interactive environment such as Microsoft's \"Active Desktop.\"\n\nIMPRESSION. An AOL Member's viewingof any screen on the AOL Network containing\nICP's Presence, provided, however, that at least one such Presence on a screen\nlinks to an ICP Interactive Site or a ICP-customized Welcome Mat via the Hybrid\nBrowser.\n\nLINK. The mechanism by which a user at one World Wide Web site can automatically\nmove to another World Wide Web site and other sites on the Internet or by which\nan AOL Member can move from a site on the AOL Network to a site on the World\nWide Web or another site on the AOL Network.\n\nLINKED INTERACTIVE SITE. Any site or area outside of the AOL Network which is\nlinked to the AOL Network (through a \"pointer\" or similarl link) in accordance\nwith the terms and conditions of this Agreement.\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\nLINKED ICP INTERACTIVE SITE. An ICP Interactive Site which is also a Linked\nInteractive Site.\n\nNEW MEMBER. Any person or entity (a) who registers for the AOL Network using\nICP's special promotion identifier and (b) from whom AOL or an Affiliate of AOL\ncollects *****.\n\nGROSS TRANSACTION REVENUES. Aggregate amounts paid in connection with the sale,\nlicensing, distribution or provision by ICP of any products, services or goods\nin or through the AOL Programming areas or Welcome Mats.\n\nNET TRANSACTION REVENUES. Aggregate amounts paid in connection with the sale,\nlicensing, distribution or provision by ICP of any products, services or goods\nin or through the AOL Programming areas or Welcome Mats, excluding, in each\ncase, amounts collected for sales or use taxes, duties, handling, shipping and\nsimilar charges, credits for returned goods or services, and other mutually\nagreed upon direct out of pocket expense attributable to the generation of such\nrevenues (but not excluding cost of goods sold or any similar costs).\n\n                                      -13-\n\n\n\n\n                                   EXHIBIT C\n                      STANDARD LEGAL TERMS AND CONDITIONS\n\nI. AOL NETWORK\n\nAOL TERMS OF SERVICE; UNSPECIFIED CONTENT. AOL shall have the right to remove,\nor direct ICP to remove any Content which, as reasonably determined by AOL (i)\nviolates AOL's then-standard Terms of Service (as set forth on the America\nOnline\/registered trademark\/ brand service), the terms of this Agreement or any\nother standard, written AOL policy; or (ii) subject to section 1.2, is not\nspecifically described on Exhibit A.\n\nCOMPLIANCE WITH AOL POLICIES. In the event that AOL notifies ICP in wroting that\nany portion of the Licensed Content or any advertising or promotional content\nassociated with any Linked ICP Interactive Site is in violation of this\nprovision, then ICP shall use commercially reasonable efforts to block access by\nAOL Members to such Licensed Content or advertising using ICP's then-available\nad server or other technology. In the event that ICP cannot block access by AOL\nMembers to the Licensed Content or advertising in question, then ICP shall\nprovide AOL prompt written notice of such fact. AOL may then, at its option,\neither (i) restrict access from the AOL Network to the Licensed Content or\nadvertising in question using technology available to AOL or (ii) terminate the\nLink from the AOL Network to the Linked ICP Interactive Site until such time as\nthe Licensed Content or advertising in question is no longer displayed. ICP will\ncooperate with AOL's reasonable requests to the extent AOL elects to implement\nany such access restrictions. ICP warrants that the Online Area and any Linked\nICP Interactive Sites: (i) will conform to AOL's applicable Terms of Service;\n(ii) will not infringe on or violate any copyright, trademark, U.S. patent or\nany other third party right; and (iii) will not contain any Content which\nviolates any applicable law or regulation.\n\nCONTESTS. ICP represents that any contest, sweepstakes or similar promotion\nconducted or promoted through any Linked ICP Interactive Site (a \"Contest\") will\ncomply with all applicable federal, state and local laws and regulations.\n\nAOL LOOK AND FEEL. ICP acknowledges and agrees that AOL shall own all right,\ntitle and interest in and to the AOL Look and Feel. In addition, AOL shall\nretain editorial control over the AOL pages, Template form and the Hybrid\nBrowser (the \"AOL FRAMES\"). AOL may, at its discretion, incorporate navigational\nicons, links and pointers or other Content into such AOL Frames.\n\nOPERATIONS. AOL shall be entitled to require reasonable changes to Licensed\nContent to the extent such Licensed Content will adversely affect operations of\nthe AOL Network.\n\nRESPONSE TO QUESTIONS\/COMMENTS; CUSTOMER SERVICE. ICP shall respond promptly and\nprofessionally to questions, comments, complaints and other reasonable requests\nregarding the Licensed Content by AOL Members or on request by AOL, and shall\ncooperate and assist AOL in promptly answering the same.\n\nCLASSIFIEDS. To the extent ICP desires to implement any classifieds listing\nfeatures on or through the AOL Network, ICP shall obtain AOL's prior written\napproval. Such approval may be conditioned upon, among other things, ICP's\nconformance with any then-applicable service-wide technical or other standards\nrelated to online classifieds.\n\nSTATEMENTS TO THIRD PARTIES. ICP shall not make, publlish, or otherwise\ncommunicate, or cause to be made, published, or otherwise communicated, any\ndeleterious remarks whatsoever to any third parties concerning AOL or its\naffiliates, directors, officers, employees or agents, including without\nlimitation, AOL's business projects, business capabilities, performance of\nduties and services or financial position.\n\nII. TRADEMARKS.\n\n\nTRADEMARK LICENSE. In designing and implementing any marketing, advertising,\npress releases or other promotional materials related to this Agreement and\/or\nreferencing the other Party and\/or its trade names, trademarks and service marks\n(the \"Promotional Materials\") and subject to the other provisions contained\nherein, ICP shall be entitled to use the following trade names, trademarks and\nservice marks of AOL; the \"American Online\/registered trademark\/\" brand service,\n\"AOL\/trademark\/\" service\/software and AOL's triangle logo; and AOL and its\nAffiliates shall be entitled to use the trade names, trademarks and service\nmarks of ICP as designated by ICP (collectively, together with the AOL marks\nlisted above, the \"Marks\"); provided that each Party: (i) does not create a\nunitary composite mark involving a Mark of the other Party without the prior\nwritten approval of such other Party, and (ii) displays symbols and notices\nclearly and sufficiently indicating the trademark status and ownership of the\nother Party's Marks in accordance with applicable trademark law and practice.\n\nRIGHTS. Each Party acknowledges that its utilization of the other Party's Marks\nwill not create in it, nor will it represent it has, any right, title or\ninterest in or to such Marks other than the licenses expressly granted herein.\nEach Party agrees not to do anything contesting or impairing the trademark\nrights of the other Party.\n\nQUALITY STANDARDS. Each Party agrees that the nature and quality of its products\nand services supplied in connection with the other Party's Marks shall conform\nto quality standards communicated in writing by the other Party for use of its\ntrademarks. Each Party agrees to supply the other Party, upon request, with a\nreasonable number of samples of any Materials publicly disseminated by such\nParty which utilize the other Party's Marks. Each Party shall comply with all\naplicable laws, regulations and customs and obtain any required government\napprovals pertaining to use of the other Party's Marks.\n\nPROMOTIONAL MATERIALS\/PRESS RELEASES. Each Party will submit to the other Party,\nfor its prior written approval, which shall not be unreasonably withheld or\ndelayed, any Promotional Materials; provided, however, that either Part's use of\nscreen shots of any AOL Programming Area or Welcome Mat for promotional purposes\nshall not require the approval of the other Party so long as the AOL Network is\nclearly identified as the source of such screen shots. Once approved, the\nPromotional Materials may be used by a Party and its affiliates for the purpose\nof such promotion therein and reused for such purpose until such approval is\nwithdrawn with reasonable prior notice. In the event such approval is withdrawn,\nexisting inventories of Promotional Materials may be depleted.\n\nINFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other Party\nof any unauthorized use of the other Part's Marks of which it has actual\nknowledge. Each Party shall have the sole right and discretion to bring\nproceedings alleging infrongement of its Marks or unfair competition related\nthereto; provided, however, that each Party agrees to provide the other Party,\nat such other Party's expense, with its reasonable cooperation and assistance\nwith respect to any such infrongement proceedings.\n\nIII. REPRESENTATIONS AND WARRANTIES\n\nEach Party represents and warrants to the other Party that: (i) such Party has\nthe full corporate right, power and authority to enter into this Agreement, to\ngrant the licenses granted hereunder and to perform the acts required of it\nhereunder; (ii) the execution of this Agreement by such Party, and the\nperformance by such Party of its obligations and duties hereunder, do not and\nwill not violate any agreement to which such Party is a party or by which it is\notherwise bound; (iii) when executed and delivered by such Party, this Agreement\nwill constitute the legal, valid and binding obligation of such Party,\nenforceable against such Party in accordance with its terms; (iv) such Party's\nPromotional Materials will neither infringe on any copyright, U.S. patent or any\nother third party right nor violate any applicable law or regulation and (v)\nsuch Party acknowledges that the other Party makes no representations,\nwarranties or agreements related to\n\n                                      -14-\n\n\n\n\nthe subject matter hereof which are not expressly provided for in this\nAgreement.\n\nIV. CONFIDENTIALITY\n\nEach Party acknowledges that Confidential Information may be disclosed to the\nother Party during the course of this Agreement. Each Party agrees that it shall\ntake reasonable steps, at least substantially equivalent to the steps it takes\nto protect its own proprietary information, during the Term and for a period of\nthree (3) years following expiration or termination of this Agreement, to\nprevent the duplication or disclosure of Confidential Information of the other\nParty, other than by or to its employees or agents who must have access to such\nConfidential Information to perform such Party's obligations hereunder, who\nshall each agree to comply with this Section of this Agreement.\n\nV. RELATIONSHIP WITH AOL MEMBERS\n\nSOLICITATION OF SUBSCRIBERS. Subject to the next sentence, during the Term and\nfor the two-year period following the expiration or termination of this\nAgreement, neither ICP nor its agents will use e-mail on the AOL Network, nor\nuse the Template Forms, Welcome Mats, Hybrid Browsers or other area or service\naccessible only by AOL Members to (i) solicit or participate in the solicitation\nof AOL Members when that solicitation is for the benefit of any entity\n(including ICP) which could reasonably be construed to be or become in\ncompetition with AOL, or (ii) promote any services which could reasonably be\nconstrued to be in competition with services available through AOL including,\nbut not limited to, services available through the Internet (e.g., an ICP\nInteractive Site). ICP may not send any AOL Member e-mail communications on or\nthrough the AOL Network without a \"Business Relationship.\" For purposes of this\nAgreement, a \"Business Relationship\" shall mean that the AOL Member has either\n(i) purchased Products from ICP through the AOL Network or (ii) voluntarily\nprovided information to ICP through a contest, registration, or other\ncommunication, which included clear and conspicuous notice to the AOL Member\nthat the information provided by the AOL Member could result in an e-mail being\nsent to that AOL Member by ICP or its agents. A Business Relationship does not\nexist by virtue of an AOL Member's visit to a Game Site (absent the additional\nelements described above).\n\nCOLLECTION OF MEMBER INFORMATION. ICP is prohibited from collecting AOL Member\nscreen names from public or private areas of the AOL Network ( it is understood\nthat any information collected on any ICP Interactive Site shall not constitute\ninformation requested on the AOL Network regardless of whether such ICP\nInteractive Site is linked from the AOL Network), except as specifically\nprovided below. ICP shall ensure that any survey, questionnaire or other means\nof collecting Member Information on any area of the AOL Network including,\nwithout limitation, requests directed to specific AOL Member screen names and\nautomated methods of collecting screen ames (an \"Information Request\") complies\nwith (i) all applicable laws and regulations, (ii) AOL's applicable Terms of\nService, and (iii) any privacy policies which have been issued by AOL in writing\nduring the Term (the \"AOL Privacy Policies\"). Each Information Request shall\nclearly and conspicuously specify to the AOL Members at issue the purpose for\nwhich Member Information collected through the Information Request shall be used\n(the \"Specified Purpose\").\n\nUSE OF MEMBER INFORMATION. ICP shall restrict use of the Member Information\ncollected through an Information Request to the Specified Purpose. In no event\nshall ICP (i) provide AOL Member names, screen names, addresses or other\nidentifying information (\"Member Information\") to any third party (except to the\nextent specifically (a) permitted under the AOL Privacy Policies or (b)\nauthorized by the AOL Members in question) or (ii) otherwise use any Member\nInformation in contravention of the above section regarding \"Solicitation of\nMembers.\"\n\nVI. TREATMENT OF CLAIMS\n\nLIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER\nPARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES\n(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),\nARISING FROM THE USE OF OR INABILITY TO USE THE AOL NETWORK OR ANY OTHER\nPROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR\nANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH\nDAMAGES. EXCEPT AS PROVIDED BELOW IN THE \"INDEMNITY\" SECTION, NEITHER PARTY\nSHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE AGGREGATE AMOUNTS EARNED BY\nSUCH PARTY UNDER THIS AGREEMENT AS OF THE DATE OF THE APPLICABLE CLAIM.\n\nNO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,\nNEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY\nREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO\nREGARDING THE AOL NETWORK, ICP INTERACTIVE SITES OR ANY AOL PUBLISHING TOOLS,\nINCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR\nPURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF\nPERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AOL SPECIFICALLY\nDISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITYOF THE AOL NETWORK.\n\nINDEMNITY. Each Party agrees to indemnify, defend and hold the other Party\nharmless from and against all claims, costs, liabilities, judgments, expenses or\ndamages (including reasonable attorneys' fees and court costs) arising from or\nrelated to any cause of action brought against the other Party by any person or\nentity that is not a party to this Agreement resulting from any material breach\nof any obligation, duty, representation or warranty of this Agreement,provided\nthe other Party promptly notifies indemnifying Party of any such claim and\nprovides such Party the opportunity to control the defense of the action and al\nnegotiations for settlement or compromise.\n\nACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS\nAGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN\nTHEM OF ALL RISKS (BOTH NOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS\nCONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES\nAND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE\nCIRCUMSTANCES AND EXTENT OF LIABILITY, AND SHALL BE ENFORCEABLE INDEPENDENT OF\nAND SEVERABLE FROM ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS\nAGREEMENT.\n\nVII. MISCELLANEOUS\n\nAUDITING RIGHTS. Each Party shall maintain complete, clear and accurate records\nof all expenses, revenues, fees, transactions and related documentation\n(including agreements) in connection with the performance of this Agreement\n(\"Records\"). All such Records shall be maintained for a minimum of three (3)\nyears following termination of this Agreement. For the sole purpose of ensuring\ncompliance with this Agreement, each Party shall have the right, at its expense,\nto direct an independent certified public accounting firm subject to strict\nconfidentiality restrictions to conduct a reasonable and necessary copying and\ninspection of portions of the Records of the other Party which are directly\nrelated to amounts paable to the Party requesting the audit pursuant to this\nAgreement. Any such audit may be conducted during regular business hours after\ntwenty (20) business days prior written notice, subject to the following; (a)\nsuch audits shall not be made more frequently thanonce every twelve months, and\n(b) no such audit of AOL shall occur during the period beginning on June 1 and\nending October 1 and no such audit of ICP shall occur during the period\nbeginning on December 1 and March 31. In lieu of providing access to its Records\nas described above, a Party shall be entitled to provide the other Party with a\nreport from an independent certified public accounting firm confirming the\ninformation to be derived from such Records.\n\nEXCUSE. Neither Party shall be liable for, or be considered in breach of or\ndefault under this Agreement on account of, any delay or failure to perform as\nrequired by this Agreement as a result of any causes or conditions which are\nbeyond such Party's reasonable control and which such Party is unable to\novercome by the exercise of reasonable diligence.\n\nINDEPENDENT CONTRACTORS. The Parties to this Agreement are independent\n\n                                      -15-\n\n\n\n                \ncontractors. Neither Party is an agent, representative or partner of the other\nParty. Neither Party shallhave any right, power or authority to enter into any\nagreement for or on behalf of, or incur any obligation or liability of, or to\notherwise bind, the other Party. This Agreement shall not be interpreted or\nconstrued to create an association, agency, joint venture or partnership between\nthe Parties or to impose any liability attributable tosuch a relationship upon\neither Party.\n\nNOTICE. Any notice, approval, request, authorization, direction or other\ncommunication under this Agreement shall be givenin writing and shall be\neffective for all purposes (i) on the delivery date if delivered personally to\nthe Party to whom the same is directed; (iii) upon delivery by a commercial\novernight carrier, with written verification of receipt (or written verification\nof refusal of delivery), or (iv) upon receipt (or, if refused, upon date of\nrefusal with written verification of refusal) by U.S. certified or\nregisteredmail, return receipt requested, postage and charges prepaid, or any\nother means of rapid mail delivery for which a receipt is available, to the\nperson(s) specified below at the address of the Party set forth in the first\nparagraph of this Agreement.\n\nNO WAIVER. The failure of either Party to insist upon or enforce strict\nperformance by the other Party of any provision of this Agreement or to exercise\nany right under this Agreement shall not be construed as a waiver or\nrelinquishment to any extent of such Party's right to assert or rely upon any\nsuch provision or right in that or any other instance; rather, the same shall be\nand remain in full force and effect.\n\nRETURN OF INFORMATION. Upon the expiration or termination of this Agreement,\neach Party shall, upon the written request of the other Party, return or destroy\n(at the option of the Party receiving the request) all confidential information,\ndocuments, manuals and other materials belonging to the other Party.\n\nSURVIVAL. In addition to such other provisions as are designated elsewhere in\nthis Agreement, Sections III, IV, V, VI, and VII of this Exhibit C, shall\nsurvive the completion, expiration, termination or cancellation of this\nAgreement.\n\nENTIRE AGREEMENT. This Agreement sets forth the entire agreement and supersedes\nany and all prior agreements of the Parties with respect to the transactions set\nforth herein. Neither Party shall be bound by, and each Party specifically\nobjects to, any term, condition or other provision which is different from or in\naddition to the provisions of this Agreement (whether or not it would materially\nalter this Agreement) and which is proffered by the other Party in any\ncorrespondence or other document, unless the Party to be bound thereby\nspecifically agrees to such provision in writing.\n\nAMENDMENT. No change, amendment or modification of any provision of this\nAgreement shall be valid unless set forth in a written instrument signed by the\nParty subject to enforcement of such amendment.\n\nFURTHER ASSURANCES. Each Party shall take such action (including, but not\nlimited to, the execution, acknowledgment and delivery of documents) as may\nreasonably be requested by any other Party for the implementation or continuing\nperformance of this Agreement.\n\nASSIGNMENT. ICP shall not assign this Agreement or any right, interest or\nbenefit under this Agreement without the prior written consent of AOL.\nNotwithstanding the foregoing, ICP shall have the right to assign this Agreement\nwithout AOL's consent and without prior notice in connection with a merger,\nconsolidation, or sale of all or substantially all of ICP's assets; provided\nthat any such assignee (i) has the resources necessary to fully and completely\nperform all of ICP's obligations hereunder and (ii) is not reasonably construed\nto be a competitor of AOL (i.e.,entities that offer online or Internet\nconnectivity (or any successor form of connectivity) and entities that are\nbroad-based aggregators and distributors of third party interactive content\nand\/or services). Subject to the foregoing, this Agreement shall be fully\nbindingupon, inure to the benefit of and be enforceable by the Parties hereto\nand their respective successors and assigns.\n\nCONSTRUCTION; SEVERABILITY. In the event that any provision of this Agreement\nconflicts with the law under which this Agreement is to be c onstrued or if any\nsuch provision is held invalid by a court with jurisdiction over the Parties to\nthis Agreement, (i) such provision shall be deemed to be restated to reflect as\nnearly as possible the original intentions of the Parties in accordance with\napplicable law, and (ii) the remaining terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect.\n\nREMEDIES. Except where otherwise specified, the rights and remedies granted to a\nParty under this Agreement are cumulative andin addition to, and not in lieu of,\nany other rights or remedies which the Party may possess at law or in equity.\n\nAPPLICABLE LAW; JURISDICTION. This Agreement shall be interpreted, construed and\nenforced in all respects in accordance with the laws of the Commonwealth of\nVirginia except for its conflicts of laws principles. Each Party irrevocably\nconsents to the non-exclusive jurisdiction of the courts of the Commonwealth of\nVirginia and the federal courts situated in the Commonwealth of Virginia, in\nconnection with any action to enforce the provisions of this Agreement, to\nrecover damages or other relief for breach or default under this Agreement, or\notherwise arising under or by reason of this Agreement.\n\nEXPORT CONTROLS. Both parties shall adhere to all applicable laws, regulations\nand rules relating to the export of technical data and shall not export or\nre-export any technical data, any products received from the other Party or the\ndirect product of such technical data to any proscribed country listed in such\napplicable laws, regulations and rules unless properly authorized.\n\nHEADINGS. The captions and headings used in this Agreement are inserted for\nconvenience only and shall not affect the meaning or interpretation of this\nAgreement.\n\nCOUNTERPARTS. This Agreement may be executed in counterparts, each of which\nshall be deemed an original and all of which together shall constitute one and\nthe same document.\n\n                                      -16-\n\n\n\n                                    Exhibit D\n                                [NOT APPLICABLE]\n\n\n\n\n                                      -17-\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n\n                                    EXHIBIT E\n \n                             ICP IN-KIND COMMITMENTS\n     \n                              ADDENDUM TO AGREEMENT\n     \n         This Addendum to Agreement (this \"ADDENDUM\") is made and entered into\nas of October 16, 1997 (the \"Effective Date\"), by and among AMERICA ONLINE INC.\n(\"AOL\"), SPORTSLINE USA, INC. (\"SportsLine\"), and CBS, INC., (\"CBS\") and\nprovides as follows:\n     \n1. CBS PROGRAMMING AND PROMOTION. Pursuant to Section 1.5.2 of that certain\nagreement between AOL and SportsLine dated July 1, 1997 (the \"Agreement\"),\nSportsLine agreed to provide AOL with the equivalent of ***** . The parties\nhereby agree that SportsLine's obligation to provide the foregoing programming\nand promotion shall be fully satisfied by the following on-air promotion of the\nSportsLine\/AOL \"keyword\" (i.e., \"SportsLine\") in connection with CBS Sports\nbroadcasts of sports events over the CBS Television Network (as defined in the\nAgreement) (each promotion specified below, an \"ON-AIR PROMOTION\"):\n     \n         a)  ***** The scheduling for such On-Air Promotions will be made on a\n             rotational basis, with the understanding that CBS will use\n             reasonable efforts to target the highest rated CBS sports\n             programming and that approximately 60% of the promotions specified\n             in this Section I (a) shall be Drop-lns;\n     \n         b)  ***** provided that: (a) the promotions specified in this Section\n             l(b) shall occur, on average over the *****, during the *****\n             programming; and (b) at least ***** specified in this Section 1 (b)\n             shall be Drop-lns; and\n     \n         c)  *****\n     \n         CBS shall consult on a weekly basis with SportsLine and AOL concerning\nthe content, design and copy for the On-Air Promotions, provided that CBS will\nhave final approval with respect thereto, except that AOL shall have final\napproval over all uses of any AOL names, trade names or trademarks. The copy\nwill contain either an audio or graphic reference to the CBS SportsLine keyword\nand\/or CBS SportsLine area on AOL and also include at a minimum a reference to\n\"America Online\" and\/or \"AOL\" and the relevant CBS SportsLine keyword on AOL.\nFor example, \"Check the latest scores . . . etc., on America Online at Keyword:\nCBS SportsLine.\"\n     \n         Notwithstanding anything contained herein to the contrary, CBS shall\nhave no obligation to include any On- Air Promotion in any particular program\nif, despite CBS's reasonable efforts, current or future contractual obligations\nprevent or restrict CBS from doing so, provided that CBS agrees to offer AOL a\nreasonably equivalent On-Air Promotion as a substitute for any such lost On-Air\nPromotion. AOL acknowledges that CBSis contractually prohibited from making any\nOn-Air Promotion within the CBS Sports broadcast of the Masters Golf Tournament.\n     \n2. ***** CBS will work with AOL to establish a schedule on or before December\n31, 1997, that ensures that ***** CBS and AOL will work in good faith to\nconstruct ***** and other reasonable and customary requirements.\n     \n3. ENTIRE AGREEMENT. This Addendum represents the entire agreement of the\nparties with respect to the subject matter hereof and supersedes all prior\nand\/or contemporaneous agreements and understandings, written or oral between\n\n                                      -18-\n     \n\n\n\n     \n\nor among the parties with respect to the subject matter hereof; provided,\nhowever, that this Addendum shall be attached to and is hereby incorporated by\nreference into the Agreement.\n   \n4. ASSIGNMENT. This Addendum shall be binding upon and inure to the benefit of\nthe Parties and their respective successors and assigns: provided, however, that\nthe duties of each party hereunder shall not be assignable nor delegable without\nthe prior written approval of the other parties hereto, which consent shall not\nbe unreasonably withheld. Notwithstanding the foregoing, the parties hereto may\nmake such assignment or delegation without the other parties' consent (but with\nprior written notice) in connection with a consolidation, merger, or sale of all\nor substantially all of such party's assets, so long as any proposed assignee\n(i) has the assets and resources required to fully and completely perform all of\nsuch party's obligations under the Agreement and (ii) is not reasonably\nconstrued to be a competitor of AOL i.e., entities that offer online or Internet\nconnectivity (or any successor form of connectivity) and entities that are\nbroad-based aggregators and distributors of third party interactive content\nand\/or services.\n   \n5. COUNTERPARTS. This Addendum may be executed by facsimile and in counterparts,\neach of which shall be deemed an original and all of which together shall\nconstitute one agreement.\n   \n6. WAIVER; AMENDMENT. No waiver or amendment of any provision of this Addendum\nshall be effective unless it is in writing and signed by the authorized\nrepresentatives of the parties.\n   \n         IN WITNESS WHEREOF, the parties hereto have executed this Addendum as\nof the date first written above:\n   \nAMERICA ONLINE, INC.\n   \nBy: \/S\/ DAVID M. COHEN\n    -----------------------------\n    Print Name:\n    Title:\n   \nSPORTSLINE USA, INC.\n   \nBy: \/s\/ MICHAEL LEVY\n    ----------------------------\n    Name: Michael Levy\n    Title: President\n\nCBS, Inc. \n   \nBy: \/s\/ [illegible]\n   -----------------------------\n   Name:\n   Title:\n \n\n                                      -19-\n\n\n\n\n         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE\n                       SECURITIES AND EXCHANGE COMMISSION\n                         ASTERISKS DENOTE SUCH OMISSION\n   \n                                    EXHIBIT F\n\n                         NEW MEMBER ACQUISITION PROGRAMS\n\nA. Download button on ICP Interactive Site as provided in section 2.2 --\n   bounties shall be *****.\n\nB. AOL will create co-branded AOL diskette and\/or CD-ROM packages for\n   agreed-upon CBS SportsLine, CBS Sports and Vegas Insider distribution and\n   mailings, and such distribution or mailings may also include certain existing\n   and future ICP marketing partners (e.g., The Orange Bowl, The NFL Players\n   Association and mutually agreed upon Super Star athletes (e.g. Shaquille\n   O'Neal, Michael Jordan, Wayne Gretzky, Cal Ripken, Jerry Rice etc.)).\n\nC. AOL shall pay bounties to ICP on account of AOL New Members generated from\n   the co-branded promotion as described in sub-section B above, at the\n   following rates:: *****\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -20-\n\n\n\n\n\n                                    EXHIBIT G\n\n                  CERTIFICATION OF COMPLIANCE WITH COMMITMENTS\n                      REGARDING PROMOTIONS AND EXCLUSIVITY\n  \nPursuant to Section 2 of the Interactive Services Agreement between (~`ICPl')\nand America Online, Inc. (\"AOL\"), dated as of , 1997 (the \"Agreement\"), the\nfollowing report is delivered to AOL for the month ending (the \"Month\"):\n  \nI. PROMOTIONAL COMMITMENTS\n  \nICP hereby certifies to AOL that ICP completed the following promotional\ncommitments during the Month:\n  \n       TYPE OF      DATE(S) OF  DURATION\/CIRCULATION OF    RELEVANT\n       PROMOTION    PROMOTION   PROMOTION                  CONTRACT SECTION\n   1.\n   2.\n   3.\n \n \n  \nIN WITNESS WHEREOF, this Certificate has been executed this ________ day of \n_____________, 199_. \n\n____________________________________\n\nBy:_________________________________\n\nPrint Name:_________________________\n\nTitle:______________________________\n\nDate:_______________________________\n\n                                      -21-\n\nCONFIDENTIAL\n\n<\/sequence><\/type><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8900],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9541],"class_list":["post-38473","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sportslinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38473","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38473"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38473"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38473"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}