WORLD WRESTLING ENTERTAINMENTINC
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<TYPE>EX-10.19
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<P align="right"> <font size="2" face="Times"><B>Exhibit 10.19 </B> </font></P>
<P align="center"> <font size="2" face="Times"><B>WORLD WRESTLING FEDERATION ENTERTAINMENT,
  INC. </B> <br>
  <B>BOOKING CONTRACT </B> </font></P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This World
  Wrestling Federation Entertainment, Inc. Booking Contract (&#147;Agreement&#148;),
  dated this Fifteenth (15th) day of February, 2000, and made effective as of
  January 1, 2000, by and between World Wrestling Federation Entertainment, Inc.,
  a Delaware corporation, with its principal place of business at 1241 East Main
  Street, Stamford, Connecticut 06902 (hereinafter referred to as "COMPANY"),
  and Shane McMahon, an individual (hereinafter referred to as "TALENT").</FONT>
</P>
<P align="center"> <font size="2" face="Times"><B>PREMISES </B> </font></P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
  COMPANY is duly licensed, as required, to conduct professional wrestling exhibitions
  and is actually engaged in the business of organizing, publicizing, arranging,
  staging and conducting professional wrestling exhibitions throughout the world
  and of representing professional wrestlers in the promotion and exploitation
  of a professional wrestler's name, likeness, personality and character; and
  </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
  COMPANY has established a nationwide network of television stations which regularly
  broadcast COMPANY's wrestling programs for purposes of publicizing COMPANY's
  professional wrestling exhibitions and COMPANY has established a network of
  cable television organizations which regularly broadcast COMPANY's professional
  wrestling exhibitions on a pay-per-view basis; and in addition thereto, COMPANY
  has developed and produced certain other television programs, which are also
  used to publicize, display and promote COMPANY's professional wrestling exhibitions;
  and </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
  COMPANY's business operations afford TALENT opportunities to wrestle and obtain
  public exposure which will increase the value of his wrestling services and
  his standing in the professional wrestling community and entertainment industry;
  and </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
  TALENT is duly licensed, as required, to engage in professional wrestling exhibitions
  and is actually engaged in the business of performing as a professional wrestler;
  and </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
  TALENT is a performing artist and the professional wrestling exhibitions arranged
  by COMPANY constitute demonstrations of wrestling skills and abilities designed
  to provide athletic-styled entertainment to the public, and such wrestling exhibitions
  constitute entertainment and are not competitive sports; and </FONT></P>
<P><FONT size="2" face="Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, TALENT
  desires COMPANY to arrange wrestling matches for TALENT and to assist TALENT
  in obtaining public exposure through live exhibitions, television programs,
  public appearances, and merchandising activities, or otherwise; </FONT> </P>
<P align="center"> <FONT size="2" face="Times">1&nbsp; </FONT></P>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT> <FONT size="2" face="Times">NOW
  THEREFORE, in consideration of the mutual promises and agreements as set forth
  herein and for other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the parties intending to be legally bound,
  do hereby agree as follows: </FONT> </P>
<P align="center"> <font size="2" face="Times"><B>1.</B>&nbsp;<B>BOOKING</B> </font></P>
<P> <FONT size="2" face="Times">1.1 TALENT hereby grants exclusively to COMPANY,
  and COMPANY hereby accepts, the following worldwide rights: </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) During
  the term of this Agreement as defined below, the right to engage TALENT's performance
  in wrestling matches at professional wrestling exhibitions, as well as appearances
  of any type at other events, engagements or entertainment programs in which
  TALENT performs services as a professional wrestler, entertainer or otherwise
  directed by COMPANY in its sole discretion (collectively the "Events"), whether
  such Events are staged before a live audience, in a television broadcast studio,
  on location (for later viewing or broadcast) or otherwise. </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) During
  the term of this Agreement as defined below, the right, in perpetuity, to sell
  or otherwise distribute tickets of admission to the general public for viewing
  any or all of the Events, as well as to view the Events on any closed circuit
  television, pay-per-view television, video exhibition or any other medium now
  known or hereinafter discovered. </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) During
  the term of this Agreement and thereafter, as provided for in this Agreement,
  the right to solicit, negotiate, and enter into agreements for and on behalf
  of TALENT for the exploitation of Intellectual Property (as defined herein below)
  for merchandising, commercial tie-ups, publishing, personal appearances, performances
  in non-wrestling events and endorsements.</FONT> </P>
<P> <FONT size="2" face="Times">1.2 In consideration of TALENT's granting of rights,
  license and other services, as set forth herein, and provided TALENT shall faithfully
  and fully perform all obligations hereunder, COMPANY shall endeavor to book
  TALENT as an individual or as a member of a group, which determination shall
  be made in COMPANY&#146;s sole discretion, in matches at various Events. </FONT>
</P>
<P align="center"> <font size="2" face="Times"><B>2.</B>&nbsp;<B>WORKS</B> </font></P>
<P> <FONT size="2" face="Times">2.1 If COMPANY books TALENT to appear and perform
  at Events, TALENT hereby grants to COMPANY and COMPANY hereby accepts, the exclusive
  right during the term of this Agreement to video tape, film, photograph, or
  otherwise record, or to authorize others to do so, by any media now known or
  hereinafter discovered, TALENT's appearance, performance, commentary, and any
  other work product for any or all of the Events. (These recordings by tape,
  disc, film, or otherwise are collectively referred to herein as the "Programs".)
  </FONT> </P>
<P> <FONT size="2" face="Times">2.2 Notwithstanding the termination of this Agreement
  for any reason, and notwithstanding any other provision of this Agreement, COMPANY
  shall have the right to produce, reproduce, reissue, manipulate, reconfigure,
  license, manufacture, record, perform, exhibit, broadcast, televise by any form
  of television (including without limitation, free, cable, pay cable, closed
  circuit and pay-per-view television), transmit, publish, copy, reconfigure,
  compile, print, reprint, vend, sell, distribute and use via </FONT></P>
<P align="center"><font size="2" face="Times">2</font></P>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">any other medium now known or hereinafter discovered,
  and to authorize others to do so, the Programs, in perpetuity, in any manner
  or media and by any art, method or device, now known or hereinafter discovered
  (including without limitation, by means of videodisc, videocassette, optical,
  electrical and/or digital compilations, theatrical motion picture and/or non-theatrical
  motion picture). All gags, costumes or parts of costumes, accessories, crowns,
  inventions, championship, title or other belts (if applicable), and any other
  items of tangible property provided to TALENT by COMPANY and/or containing New
  Intellectual Property as defined in paragraph 3.2 (a) shall be immediately returned
  to COMPANY upon termination of this Agreement for any reason.</FONT> </P>
<P> <FONT size="2" face="Times">2.3 TALENT's appearance, performance and work
  product in any or all of the Events and/or Programs shall be deemed work for
  hire; and notwithstanding the termination of this Agreement, COMPANY shall own,
  in perpetuity, all Programs and all of the rights, results, products and proceeds
  in and to, or derived from the Events and Programs (including without limitation,
  all incidents, dialogue, characters, actions, routines, ideas, gags, costumes
  or parts of costumes, accessories, crowns, inventions, championship, title or
  other belts (if applicable), and any other tangible or intangible materials
  written, composed, submitted, added, improvised, or created by or for TALENT
  in connection with appearance at the Events and/or in the Programs) and COMPANY
  may obtain copyright and/or trademark and/or any other legal protection therefor,
  now known or hereinafter discovered, in the name of COMPANY and/or on behalf
  of COMPANY's designee. </FONT> </P>
<P> <FONT size="2" face="Times">2.4 If COMPANY directs TALENT, either singly or
  in conjunction with COMPANY, to create, design or develop any copyrightable
  work (herein referred to as a "Development"), such Development shall be deemed
  work for hire and COMPANY shall own such Development. All Programs and Developments
  referred to in this Agreement are collectively referred to as "Works." </FONT>
</P>
<P> <FONT size="2" face="Times">2.5 All Works and TALENT's contributions thereto
  shall belong solely and exclusively to COMPANY in perpetuity notwithstanding
  any termination of this Agreement. To the extent that such Works are considered:
  (i) contributions to collective works, (ii) a compilation, (iii) a supplementary
  work and/or (iv) as part or component of a motion picture or other audio-visual
  work, the parties hereby expressly agree that the Works shall be considered
  "works made for hire" under the United States Copyright Act of 1976, as amended
  (17 U.S.C. ss. 101 et seq.). In accordance therewith, all rights in and to the
  Works shall belong exclusively to COMPANY in perpetuity, notwithstanding any
  termination of this Agreement. To the extent that such Works are deemed works
  other than "works made for hire," TALENT hereby assigns to COMPANY all right,
  title and interest in and to all rights in such Works and all renewals and extensions
  of the copyrights or other rights that may be secured under the laws now or
  hereafter in force and effect in the United States of America or any other country
  or countries. </FONT> </P>
<P align="center"> <font size="2" face="Times"><B>3.</B>&nbsp;<B>INTELLECTUAL
  PROPERTY</B> </font></P>
<P> <FONT size="2" face="Times">3.1 The parties agree that as of the date of this
  Agreement, all service marks, trademarks and any and all other distinctive and
  identifying indicia under which TALENT claims any rights, including but not
  limited to TALENT&#146;s legal name, nickname, ring name, likeness, personality,
  character, caricatures, voice, signature, costumes, props, gimmicks, gestures,
  routines and themes, which are owned by TALENT or in which TALENT has any rights
  anywhere in the world (collectively, the </FONT></P>
<P align="center"><font size="2" face="Times">3</font></P>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">"Original Intellectual Property") are described
  and identified on Schedule A attached hereto and incorporated herein by reference.
  During the Term of the Agreement, TALENT hereby assigns in good faith to COMPANY
  and COMPANY hereby accepts all worldwide right, title and interest in and to
  TALENT&#146;s Original Intellectual Property, including, but not limited to,
  the rights to license, reproduce, manipulate, promote, expose, exploit and otherwise
  use the Original Intellectual Property anywhere in the world in any commercial
  manner, media, art form, method or device now known or hereinafter discovered.</FONT>
</P>
<P> <FONT size="2" face="Times">3.2 (a) With the exception of TALENT&#146;s Original
  Intellectual Property, any service marks, trademarks and/or distinctive and
  identifying indicia, including ring name, nickname, likeness, personality, character,
  caricatures, voice, signature, props, gestures, routines, themes, incidents,
  dialogue, actions, gags, costumes or parts of costumes, accessories, crowns,
  inventions, championship, title or other belts (if applicable), and any other
  items of tangible or intangible property written, composed, submitted, added,
  improvised, created and/or used by or associated with TALENT's performance in
  the business of professional wrestling or sports entertainment during the term
  of this Agreement (collectively the "New Intellectual Property") are hereby
  assigned to and shall belong to COMPANY, in perpetuity, with COMPANY retaining
  all such ownership rights exclusively throughout the world notwithstanding any
  termination of this Agreement. </FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Upon
  the termination of this Agreement, all rights in and to the Original Intellectual
  Property shall revert to TALENT, except that COMPANY, its licensees, sublicensees
  and assigns may continue to exploit any and all materials, goods, merchandise
  and other items incorporating the Original Intellectual Property made before
  such termination, until all such materials, goods and merchandise are sold off.</FONT>
</P>
<P> <FONT size="2" face="Times">3.3 It is the intention of the parties that the
  New Intellectual Property<B> </B>belongs to COMPANY, in perpetuity, even to
  the exclusion of TALENT, and shall survive the termination of this Agreement
  for any reason. COMPANY shall have the exclusive right to assign, license, sublicense,
  reproduce, promote, expose, exploit and otherwise use the New Intellectual Property
  in any commercial manner now known or hereinafter discovered, regardless of
  whether such rights are exercised during or after the Term of this Agreement
  and notwithstanding termination of this Agreement for any reason. </FONT> </P>
<P> <FONT size="2" face="Times">3.4 The Original Intellectual Property and the
  New Intellectual Property are hereinafter collectively referred to as "Intellectual
  Property." </FONT> </P>
<P> <FONT size="2" face="Times">3.5 TALENT agrees to cooperate fully and in good
  faith with COMPANY for the purpose of securing and preserving COMPANY's rights
  in and to the Intellectual Property. In connection herewith, TALENT acknowledges
  and hereby grants to COMPANY the exclusive worldwide right during the Term of
  this Agreement (with respect to Original Intellectual Property) and in perpetuity
  (with respect to New Intellectual Property) to apply for and obtain trademarks,
  service marks, copyrights and other registrations throughout the world in COMPANY's
  name and/or on behalf of Company&#146;s designee. At COMPANY's expense and request,
  COMPANY and TALENT shall take such steps, as COMPANY deems necessary for any
  registration or any litigation or other proceeding, to protect COMPANY's rights
  in the Original Intellectual Property and/or New Intellectual Property and/or
  Works.</FONT> </P>
<P align="center"> <font size="2" face="Times">4&nbsp; </font> </P>
<HR noshade align="center" width="100%" size=2>
<P align="center"> <font size="2" face="Times"><B>4.</B>&nbsp;<B>MERCHANDISING</B>
  </font></P>
<P> <FONT size="2" face="Times">4.1 TALENT hereby agrees that COMPANY shall have
  the exclusive right (i) during the Term of this Agreement and thereafter, as
  provided in this Agreement, to use the Original Intellectual Property and (ii)
  in perpetuity, to use the New Intellectual Property in connection with the manufacture,
  production, reproduction, reissuance, manipulation, reconfiguration, broadcast,
  rebroadcast, distribution, sale, and other commercial exploitation in any manner,
  now known or hereinafter discovered, of any and all materials, goods, merchandise
  and other<B> </B>items incorporating the Intellectual Property. As to all such
  materials, goods, merchandise or items created, developed, produced and/or distributed
  during the Term of this Agreement using the Original Intellectual Property,
  COMPANY shall have the exclusive right to sell and exploit such materials, goods
  and merchandise until the sell-off of same. As to all such materials, goods,
  merchandise or items using the New Intellectual Property, COMPANY shall have
  the exclusive right, in perpetuity, to sell and exploit same forever. By way
  of example and not of limitation, such items include t-shirts, posters, photos,
  video tapes and video cassettes, dolls, books, biographies, articles and stories,
  and any other such material goods, merchandise, or items relating to TALENT.</FONT>
</P>
<P> <FONT size="2" face="Times">4.2 It is the intention of the parties that COMPANY's
  rights described under paragraph 4.1 are exclusive to COMPANY even to the exclusion
  of TALENT. COMPANY shall own all copyrights and trademarks in any and all such
  materials, goods, merchandise and items and shall be entitled to obtain copyright,
  trademark, service mark or other registrations in COMPANY&#146;s name or on
  behalf of its designee; and TALENT shall provide all reasonable assistance to
  COMPANY in so obtaining such copyright, trademark, service mark or other registrations.
  </FONT></P>
<P align="center"><font size="2" face="Times"><B>5.</B>&nbsp;<B>EXCLUSIVITY</B>
  </font></P>
<P> <FONT size="2" face="Times">5.1 It is the understanding of the parties that
  all rights, licenses, privileges and all other items herein given or granted
  or assigned by TALENT to COMPANY are exclusive to COMPANY even to the exclusion
  of TALENT.</FONT> </P>
<P align="center"> <font size="2" face="Times"><B>6.</B>&nbsp;<B>TERM AND TERRITORY</B>
  </font></P>
<P> <FONT size="2" face="Times">6.1 [Amended. See First Amendment.] </FONT> </P>
<P> <FONT size="2" face="Times">6.2 Reference herein to the Term hereof means
  the Initial Term and any such Renewal Term. During any such Renewal Term, all
  rights, duties, obligations, and privileges hereunder shall continue as stated
  herein. Notwithstanding anything herein to the contrary, termination of this
  Agreement for any reason shall not affect COMPANY&#146;s ownership of and rights
  in, including but not limited to, any Works, new Intellectual Property and any
  registrations hereof, or the rights, results, products, and proceeds in and
  to and derived from TALENT during the Term of this Agreement; and the exploitation
  </FONT></P>
<P align="center"><font size="2" face="Times">5</font></P>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">of rights set forth in paragraphs 1, 2, 3 and
  4 hereof in any and all media now known or hereinafter discovered. </FONT> </P>
<P> <FONT size="2" face="Times">6.3 The territory of this Agreement shall be the
  world. </FONT> </P>
<P align="center"> <font size="2" face="Times"><B>7.</B>&nbsp;<B> PAYMENTS/ROYALTIES</B>
  </font></P>
<P> <FONT size="2" face="Times">7.1 This paragraph is intentionally left blank.
  </FONT> </P>
<P> <FONT size="2" face="Times">7.2 (a) If TALENT appears and performs in any
  Event in an arena before a live audience at which admission is charged other
  than those arena events which are taped or broadcast for purposes pursuant to
  paragraph 7.2 (b) and paragraph 7.2 (c) hereof (hereinafter &#147;House Shows&#148;),
  TALENT shall be paid by COMPANY an amount equal to such percentage of the paid
  receipts for such House Show from the live House Show gate receipts only as
  is consistent with the nature of the match in which TALENT appears, i.e., preliminary,
  mid-card, main event, etc. and any standards COMPANY establishes specifically
  for such House Show. However, such amount shall not be less than One Hundred
  Fifty Dollars ($150.00) per House Show<B>.</B> </FONT></P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If TALENT
  appears and performs in connection with an arena or studio Event which is taped
  or broadcast for use on COMPANY's television network or on a pay-per-view basis<B>
  </B>(&#147;TV Taping&#148;), TALENT shall be paid by COMPANY an amount not less
  than Fifty Dollars ($50.00) for each day of TV Taping, if any, on which TALENT
  renders services hereunder in connection with the production of the TV Taping.
  </FONT></P>
<P><FONT size="2" face="Times">7.3 PROMOTER shall not be liable in any way to
  pay royalties, residuals, fees, or any other compensation whatsoever to WRESTLER
  in connection with the performance of WRESTLER&#146;s Services hereunder other
  than as set forth in Paragraph 7.2 above. </FONT> </P>
<P> <FONT size="2" face="Times">7.4 This paragraph is intentionally left blank.
  </FONT> </P>
<P> <FONT size="2" face="Times">7.5 This paragraph is intentionally left blank.</FONT>
</P>
<P> <FONT size="2" face="Times">7.6 In the event the Original and/or New Intellectual
  Property are used by COMPANY or licensed, sublicensed or assigned for non-wrestling
  personal appearances and performances such as personal appearances for advertising
  or non-wrestling promotional purposes, radio and television commercials, movies,
  etc., TALENT shall earn an amount to be mutually agreed to by TALENT and by
  COMPANY.</FONT> </P>
<P> <FONT size="2" face="Times">7.7 If COMPANY instructs TALENT to appear and
  perform in any Events or Programs as a commentator and/or to participate in
  post-Event production and/or voice-over activities as a commentator, TALENT's
  commentating shall be deemed work-for-hire and TALENT hereby assigns to COMPANY
  and COMPANY shall own all rights, in perpetuity, to all of TALENT's commentary
  and TALENT shall not be entitled to receive any royalty payments, or any additional
  compensation or residual payments whatsoever, as a result of COMPANY's commercial
  exploitation of such </FONT></P>
<P align="center"><font size="2" face="Times">6</font></P>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">commentary in any form, whether broadcast programming,
  cable programming, pay-per-view programming, videotapes, videodiscs, the Internet
  or other mediums now or hereinafter discovered. </FONT> </P>
<P> <FONT size="2" face="Times">7.8 It is the understanding of the parties that
  TALENT shall not be paid anything for COMPANY's exploitation of the Original
  and/or New Intellectual Property in any of COMPANY's magazines or other publications,
  which COMPANY may publish, produce or distribute at arenas, at newsstands and/or
  by mail or through electronic or any other manner of media or distribution,
  now known or hereinafter discovered, including, but not limited to, publication
  or distribution on the Internet or America On Line. </FONT> </P>
<P> <FONT size="2" face="Times">7.9 For the avoidance of doubt and subject to
  paragraph 12.2, the non-compete provision of this Agreement, TALENT acknowledges
  and agrees that TALENT shall only be eligible for the payments set forth in
  paragraphs 7.1 through 7.6 above in connection with Events or activities conducted
  by COMPANY.</FONT> </P>
<P align="center"> <font size="2" face="Times"><B>8. COMPANY'S OBLIGATIONS</B>
  </font></P>
<P> <FONT size="2" face="Times">8.1 Although under paragraph 9.1 TALENT shall
  bear responsibility for obtaining appropriate licenses for participating in
  wrestling exhibitions, COMPANY shall be responsible for obtaining all other
  appropriate licenses to conduct professional wrestling exhibitions involving
  TALENT. If COMPANY, at its discretion, agrees to assist TALENT in obtaining
  his licenses, TALENT shall reimburse COMPANY for its fees and expenses incurred
  in connection therewith. </FONT> </P>
<P> <FONT size="2" face="Times">8.2 COMPANY shall bear the following costs in
  connection with the development and enhancement of the value of TALENT's performance
  hereunder and TALENT&#146;s standing in the professional wrestling community,
  all of which shall benefit TALENT: </FONT> </P>
<P> <FONT size="2" face="Times"> (a) In connection with TALENT's appearances and
  performance at Events staged before a live audience, COMPANY shall bear the
  cost of location rental, COMPANY's third party comprehensive liability insurance
  for the benefit of the venues, applicable state and local admission taxes, promotional
  assistance, sound and light equipment, wrestling ring, officials, police and
  fire protection, and such additional security guards as COMPANY shall require
  in its discretion during a professional wrestling match; </FONT> </P>
<P> <FONT size="2" face="Times"> (b) In connection with the production, distribution,
  and exploitation of the Programs, COMPANY shall bear all costs incurred in connection
  with such production, distribution, broadcast, transmission or other forms of
  mass media communication; </FONT> </P>
<P> <FONT size="2" face="Times"> (c) In connection with any product or service
  licensing activities and/or merchandising activities, COMPANY shall bear all
  costs of negotiating, securing or otherwise obtaining the product or service
  licensing arrangements, including costs of agents, consultants, attorneys and
  others involved in making the product or service licensing activities; and COMPANY
  shall bear all costs of creating, designing, developing, producing and marketing
  merchandise or services. In order to fulfill these obligations, COMPANY may
  make any arrangements, contractual or otherwise, it deems appropriate to delegate,
  assign, or otherwise transfer its obligations. </FONT> </P>
<P align="center"> <font size="2" face="Times">7</font></P>
<HR noshade align="center" width="100%" size=2>
<P align="center"> <font size="2" face="Times"><B>9.</B>&nbsp;<B>TALENT'S OBLIGATIONS</B>
  </font></P>
<P> <FONT size="2" face="Times">9.1 TALENT shall bear responsibility for obtaining
  all appropriate licenses to engage in, participate in, or otherwise appear in
  professional wrestling exhibitions. </FONT> </P>
<P> <FONT size="2" face="Times">9.2 TALENT shall be responsible for TALENT&#146;s
  own training, conditioning, and maintenance of wrestling skills and abilities,
  as long as they do not interfere with TALENT's appearance at scheduled events
  as follows: </FONT></P>
<P><FONT size="2" face="Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) TALENT
  shall establish his own training program, shall select time of training, duration
  of training, exercises, pattern of exercise and other actions appropriate to
  obtaining and maintaining physical fitness for wrestling. TALENT shall select
  his own training apparatus, including mats, weights, machines and other exercise
  paraphernalia. TALENT is responsible for supplying his own training facilities
  and equipment, whether by purchase, lease, license, or otherwise. </FONT> </P>
<P> <FONT size="2" face="Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) TALENT
  shall establish his own method of physical conditioning, shall select time for
  conditioning, duration of conditioning and form of conditioning. TALENT shall
  select time for sleep, time for eating, and time for other activities. TALENT
  shall select his own foods, vitamins and other ingested items, excepting illegal
  and/or controlled substances and drugs, which are prohibited by COMPANY's Drug
  Policy. </FONT> </P>
<P> <FONT size="2" face="Times">9.3 TALENT shall be responsible for providing
  all costumes, wardrobe, props, and make-up necessary for the performance of
  TALENT's services at any Event and TALENT shall bear all costs incurred in connection
  with his transportation to and from any such Events (except those transportation
  costs which are covered by COMPANY's then current Travel Policy), as well as
  the costs of food consumed and hotel lodging utilized by TALENT in connection
  with his appearance at such Events.</FONT> </P>
<P> <FONT size="2" face="Times">9.4 TALENT shall use best efforts in employing
  TALENT&#146;s skills and abilities as a professional TALENT and be responsible
  for developing and executing the various details, movements, and maneuvers required
  of wrestlers in a professional wrestling exhibition. </FONT> </P>
<P> <FONT size="2" face="Times">9.5 TALENT shall take such precautions as are
  appropriate to avoid any unreasonable risk of injury to other wrestlers in any
  and all Events. These precautions shall include, without limitation, pre-match
  review of all wrestling moves and maneuvers with wrestling partners and opponents;
  and pre-match demonstration and/or practice with wrestling partners and opponents
  to insure familiarity with anticipated wrestling moves and maneuvers during
  a wrestling match. In the event of injury to TALENT, and/or TALENT&#146;s partners
  and opponents during a wrestling match, TALENT shall immediately signal partner,
  opponent and/or referees that it is time for the match to end; and TALENT shall
  finish the match forthwith so as to avoid aggravation of such injury. </FONT>
</P>
<p align="center"><font size="2" face="Times"> 8&nbsp; </font></p>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">9.6 TALENT shall use best efforts in the ring
  in the performance of wrestling services for a match or other activity, in order
  to provide an honest exhibition of TALENT&#146;s wrestling skills and abilities,
  consistent with the customs of the professional wrestling industry; and TALENT
  agrees all matches shall be finished in accordance with the COMPANY's direction.
  Breach of this paragraph shall cause a forfeiture of any payment due TALENT
  pursuant to SECTION 7 of this Agreement and all other obligations of COMPANY
  to TALENT hereunder, shall entitle COMPANY to terminate this Agreement, but
  such breach shall not terminate COMPANY's licenses and other rights under this
  Agreement. </FONT> </P>
<P> <FONT size="2" face="Times">9.7 TALENT agrees to cooperate and assist without
  any additional payment in the publicizing, advertising and promoting of scheduled
  Events, including without limitation, appearing at and participating in a reasonable
  number of joint and/or separate press conferences, interviews, and other publicity
  or exploitation appearances or activities (any or all of which may be filmed,
  taped, or otherwise recorded, telecast by any form of television now known or
  hereafter discovered, including without limitation free, cable, pay cable, and
  closed circuit and pay-per-view television, broadcast, exhibited, distributed,
  and used in any manner or media and by any art, method, or device now known
  or hereafter created, including without limitation by means of videodisc, video
  cassette, theatrical motion picture and/or non-theatrical motion picture and
  Internet), at times and places designated by COMPANY, in connection therewith.
  </FONT></P>
<P><FONT size="2" face="Times">9.8 TALENT acknowledges the right of COMPANY to
  make decisions with respect to the preparation and exploitation of the Programs
  and/or the exercise of any other rights respecting Original and/or New Intellectual
  Property, and in this connection TALENT acknowledges and agrees that COMPANY's
  decision with respect to any agreements disposing of the rights to the Original
  and/or New Intellectual Property are final, except as to TALENT's legal name,
  which COMPANY may only dispose of upon TALENT's written consent. TALENT agrees
  to execute any agreements COMPANY deems necessary in connection with any such
  agreements, and if TALENT is unavailable or refuses to execute such agreements,
  COMPANY is hereby authorized to do so in TALENT's name as TALENT's attorney-in-fact.
  </FONT> </P>
<P> <FONT size="2" face="Times">9.9 TALENT agrees to cooperate fully and in good
  faith with COMPANY to obtain any and all documentation, applications or physical
  examinations as may be required by any governing authority with respect to TALENT's
  appearance and/or performance in a professional wrestling match. </FONT> </P>
<P> <FONT size="2" face="Times">9.10 TALENT<B>, </B>on behalf of himself and his
  heirs successors, assigns and personal representatives, shall indemnify and
  defend COMPANY and COMPANY's licensees, assignees, parent corporation, subsidiaries
  and affiliates and its and their respective officers, directors, employees,
  advertisers, insurers and representatives and hold each of them harmless against
  any claims, demands, liabilities, actions, costs, suits, attorney fees, proceedings
  or expenses, incurred by any of them by reason of TALENT's breach or alleged
  breach of any warranty, undertaking, representation, agreement, or certification
  made or entered into herein or hereunder by TALENT. TALENT, on behalf of himself
  and his heirs, successors, assigns and personal representatives, shall indemnify
  and defend COMPANY and COMPANY&#146;s licensees, assignees, parent corporation,
  subsidiaries and affiliates and its and their respective officers, directors,
  employees, advertisers, insurers and representatives and hold each of the harmless
  against any and all claims, demands, liabilities, actions, costs, suits, attorney
  fees, proceedings </FONT></P>
<p align="center"><font size="2" face="Times">9</font> </p>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">or expenses, incurred by any of them, arising
  out of TALENT'S acts, transactions and/or conduct within or around the ring,
  hallways, dressing rooms, parking lots, or other areas within or in the immediate
  vicinity of the facilities where COMPANY has scheduled Events at which TALENT
  is booked. Such indemnification shall include all claims arising out of any
  acts, transactions and/or conduct of TALENT or others occurring at Events or
  in connection with any appearances or performances by TALENT not conducted by
  COMPANY in accordance with this Agreement. </FONT> </P>
<P> <FONT size="2" face="Times">9.11 TALENT shall be responsible for payment of
  all of TALENT&#146;s own Federal, state or local income taxes; all social security,
  FICA and FUTA taxes, if any, as well as all contributions to retirement plans
  and programs, or other supplemental income plan or program that would provide
  TALENT with personal or monetary benefits upon retirement from professional
  wrestling. </FONT> </P>
<P> <FONT size="2" face="Times">9.12 (a) TALENT shall be responsible for his own
  commercial general liability insurance, worker's compensation insurance, professional
  liability insurance, as well as any excess liability insurance, as TALENT deems
  appropriate to insure, indemnify and defend TALENT with respect to any and all
  claims arising out of TALENT&#146;s own acts, transactions, or conduct .</FONT>
</P>
<P><FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) TALENT
  acknowledges that the participation and activities required by TALENT in connection
  with TALENT&#146;s performance in a professional wrestling exhibition may be
  dangerous and may involve the risk of serious bodily injury. TALENT knowingly
  and freely assumes full responsibility for all such inherent risks as well as
  those due to the negligence of COMPANY, other TALENTs or otherwise.</FONT> </P>
<P><FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) TALENT,
  on behalf of himself and his heirs, successors, assigns and personal representatives,
  hereby releases, waives and discharges COMPANY from all liability to TALENT
  and covenants not to sue COMPANY for any and all loss or damage on account of
  injury to any person or property or resulting in serious or permanent injury
  to TALENT or TALENT's death, whether caused by the negligence of the COMPANY,
  other wrestlers or otherwise. </FONT></P>
<P><FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) TALENT
  acknowledges that the foregoing release, waiver and indemnity is intended to
  be as broad and inclusive as permitted by the law of the State, Province or
  Country in which the professional wrestling exhibition or Events are conducted
  and that if any portion thereof is held invalid, it is agreed that the balance
  shall, notwithstanding, continue in full force and effect.</FONT> </P>
<P> <FONT size="2" face="Times">9.13 (a) TALENT may at his election obtain health,
  life and/or disability insurance to provide benefits in the event of physical
  injury arising out of TALENT&#146;s professional activities; and TALENT acknowledges
  that COMPANY shall not have any responsibility for such insurance or payment
  in the event of physical injury arising out of TALENT&#146;s professional activities.
  </FONT></P>
<P><FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In the
  event of physical injury arising out of TALENT's professional activities, TALENT
  acknowledges that TALENT is not entitled to any worker's compensation coverage
  or similar benefits for injury, disability, death or loss of wages; and TALENT
  shall make no claim against COMPANY for such coverage or benefit. </FONT> </P>
<p align="center"> <FONT size="2" face="Times">10</FONT> </p>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">9.14 TALENT shall act at all times with due regard
  to public morals and conventions during the term of this Agreement. If TALENT
  shall have committed or shall commit any act or do anything that is or shall
  be an offense or violation involving moral turpitude under Federal, state or
  local laws, or which brings TALENT into public disrepute, contempt, scandal
  or ridicule, or which insults or offends the community or any employee, agent
  or affiliate of COMPANY or which injures TALENT&#146;s reputation in COMPANY's
  sole judgment, or diminishes the value of TALENT&#146;s professional wrestling
  services to the public or COMPANY, then at the time of any such act, or any
  time after COMPANY learns of any such act, COMPANY shall have the right to fine
  TALENT in an amount to be determined by COMPANY; and COMPANY shall have the
  right to suspend and/or terminate this Agreement forthwith. </FONT> </P>
<P align="center"> <font size="2" face="Times"><B>10. WARRANTY</B></font></P>
<P><FONT size="2" face="Times">10.1 TALENT represents, warrants, and agrees that
  TALENT is free to enter into this Agreement and to grant the rights and licenses
  herein granted to COMPANY; TALENT has not heretofore entered and shall not hereafter
  enter into any contract or agreement which is in conflict with the provisions
  hereof or which would or might interfere with the full and complete performance
  by TALENT of his obligations hereunder or the free and unimpaired exercise by
  COMPANY of any of the rights and licenses herein granted to it; TALENT further
  represents and warrants there are no prior or pending claims, administrative
  proceedings, civil lawsuits, criminal prosecutions or other litigation matters,
  including without limitation any immigration or athletic commission related
  matters, affecting TALENT which would or might interfere with COMPANY's full
  and complete exercise or enjoyment of any rights or licenses granted hereunder.
  Any exceptions to this Warranty are set forth in Schedule B, attached hereto.
  </FONT> </P>
<P> <FONT size="2" face="Times">10.2 TALENT represents, warrants and agrees that
  TALENT is in sound mental and physical condition; that TALENT is suffering from
  no disabilities that would impair or adversely affect TALENT&#146;s ability
  to perform professional wrestling services; and that TALENT is free from the
  influence of illegal drugs or controlled substances, which can threaten TALENT&#146;s
  well being and pose a risk of injury to TALENT or others. To insure compliance
  with this warranty, TALENT shall abide by COMPANY's Drug Policy for TALENT,
  as well as any and all amendments, additions, or modifications to the COMPANY's
  Drug Policy implemented during the Term of this Agreement and consents to the
  sampling and testing of his urine in accordance with such Policy. In addition,
  TALENT agrees to submit annually to a complete physical examination by a physician
  either selected or approved by COMPANY. COMPANY's current Drug Policy, which
  TALENT acknowledges herewith receiving, is annexed hereto and incorporated by
  reference and made a part hereof. </FONT> </P>
<P> <FONT size="2" face="Times">10.3 COMPANY reserves the right to have TALENT
  examined by a physician of its own choosing at its expense at any point during
  the Term of this Agreement. </FONT> </P>
<P> <FONT size="2" face="Times">10.4 TALENT further represents, warrants and agrees
  that this Agreement supersedes all prior booking agreements between TALENT and
  COMPANY, whether written or oral, and that he has been fully compensated, where
  applicable, under such prior booking agreement(s).</FONT></P>
<p align="center"><FONT size="2" face="Times">11</FONT> </p>
<HR noshade align="center" width="100%" size=2>
<P align="center"> <font size="2" face="Times"><B>11. EARLY TERMINATION</B> </font></P>
<P> <FONT size="2" face="Times">11.1 This Agreement may be terminated prior to
  the end of its Term by a written instrument executed by each of the parties
  expressing their mutual consent to so terminate without any further liability
  on the part of either. In the event of such early termination, COMPANY shall
  pay TALENT for all uses of the Intellectual Property in accordance with Section
  7 of this Agreement. </FONT> </P>
<P> <FONT size="2" face="Times">11.2 This Agreement will be terminated by TALENT's
  death during the Term, with no further compensation due TALENT's heirs, successors,
  personal representatives or assigns. </FONT></P>
<P><FONT size="2" face="Times">11.3 Upon the termination of this Agreement for
  any reason, including breach, the parties acknowledge and agree that COMPANY
  shall own all right, title and interest in all Works, New Intellectual Property
  and any registrations thereof and COMPANY shall have the exclusive right to
  sell or otherwise dispose of any materials, goods, merchandise or other items
  (i) produced during the Term of this Agreement incorporating any Original Intellectual
  Property, and (ii) produced incorporating New Intellectual Property, in perpetuity.
  </FONT> </P>
<P align="center"> <font size="2" face="Times"><B>12. BREACH</B> </font></P>
<P> <FONT size="2" face="Times">12.1 The parties further agree that because of
  the special, unique, and extraordinary nature of the obligations of COMPANY
  and TALENT respecting all rights and licenses concerning bookings, promoting,
  Programs, Events, Intellectual Property, which are the subject matter of this
  Agreement, TALENT's breach of this Agreement shall cause COMPANY irreparable
  injury which cannot be adequately measured by monetary relief; as a consequence
  COMPANY shall be entitled to injunctive and other equitable relief against TALENT
  to prevent TALENT's breach or default hereunder and such injunction or equitable
  relief shall be without prejudice to any other rights, remedies or damages which
  COMPANY is legally entitled to obtain. </FONT> </P>
<P> <FONT size="2" face="Times">12.2 In no circumstances, whatsoever, shall either
  party to this Agreement be liable to the other party for any punitive or exemplary
  damages; and all such damages, whether arising out of the breach of this Agreement
  or otherwise, are expressly waived.</FONT> </P>
<P> <font size="2" face="Times"><B>13. MISCELLANEOUS</B> </font></P>
<P> <FONT size="2" face="Times">13.1 Nothing contained in this Agreement shall
  be construed to constitute TALENT as an employee, partner or joint venturer
  of COMPANY, nor shall TALENT have any authority to bind COMPANY in any respect.
  TALENT is an independent contractor and TALENT shall execute and hereby irrevocably
  appoints COMPANY attorney-in-fact to execute, if TALENT refuses to do so, any
  instruments necessary to accomplish or confirm the foregoing or any and all
  of the rights granted to COMPANY herein. </FONT> </P>
<P> <FONT size="2" face="Times">13.2 This Agreement contains the entire understanding
  of the parties with respect to the subject matter hereof and all prior booking
  contracts entered into between COMPANY and TALENT and as amended are merged
  into this Agreement. There are no other agreements, representations, or warranties
  not set forth herein with respect to the subject matter hereof; and the parties
  expressly acknowledge that any representation, promise or inducement by any
  party to any other party that is not </FONT> </P>
<p align="center"> <font size="2" face="Times">12&nbsp; </font> </p>
<HR noshade align="center" width="100%" size=2>
<P> <FONT size="2" face="Times">embodied in this Agreement is not part of this
  Agreement, and they agree that no party shall be bound by or liable for any
  such alleged representation, promise or inducement not set forth herein.</FONT>
</P>
<P> <FONT size="2" face="Times">13.3 This Agreement may not be changed or altered
  except in writing signed by COMPANY and TALENT. </FONT></P>
<P><FONT size="2" face="Times">13.4 Any term or provision of this Agreement which
  is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
  be ineffective to the extent of such invalidity or unenforceability without
  rendering invalid or unenforceable the remaining terms and provisions of this
  Agreement, or affecting the validity or enforceability of any of the terms or
  provisions of this Agreement in any other jurisdiction. </FONT> </P>
<P> <FONT size="2" face="Times">13.5 COMPANY shall have the right to assign, license,
  or transfer any or all of the rights granted to and hereunder to any person,
  firm or corporation, provided that such assignee has the financial ability to
  meet the Company&#146;s obligations hereunder, and if any assignee shall assume
  in writing COMPANY's obligations hereunder, COMPANY shall have no further obligations
  to TALENT. TALENT may not assign, transfer or delegate his rights or obligations
  hereunder and any attempt to do so shall be void. </FONT> </P>
<P> <FONT size="2" face="Times">13.6 Any notices required or desired hereunder
  shall be in writing and sent postage prepaid by certified mail, return receipt
  requested, or by prepaid telegram addressed as follows, or as the parties may
  hereafter in writing otherwise designate: </FONT> </P>
<TABLE width="100%" border=0 cellpadding=0 cellspacing=0>
  <TR>
    <TD colspan="3"><FONT size="2" face="Times">TO COMPANY:</FONT></TD>
    <TD><FONT size="2" face="Times">TO TALENT:</FONT></TD>
  </TR>
  <TR>
    <TD><font size="2" face="Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></TD>
    <TD colspan="2"><FONT size="2" face="Times">World Wrestling Federation</FONT></TD>
    <TD>&nbsp;</TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD colspan="2"><FONT size="2" face="Times">Entertainment, Inc</FONT></TD>
    <TD>&nbsp;</TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD><FONT size="2" face="Times">Attn:</FONT></TD>
    <TD width="60%"><FONT size="2" face="Times">Linda E. McMahon</FONT></TD>
    <TD>&nbsp;</TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD width="60%"><FONT size="2" face="Times">President and Chief Executive
      Officer</FONT></TD>
    <TD>&nbsp;</TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD colspan="2"><FONT size="2" face="Times">1241 E. Main Street</FONT></TD>
    <TD>&nbsp;</TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD colspan="2"><FONT size="2" face="Times">Stamford, CT 06902</FONT></TD>
    <TD>&nbsp;</TD>
  </TR>
</TABLE>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The date
  of mailing shall be deemed to constitute the date of service of any such notice
  by COMPANY. The date of receipt shall be deemed to constitute the date of service
  of any such notice by TALENT. </FONT> </P>
<P> <FONT size="2" face="Times">13.7 This Agreement is made in Connecticut and
  shall be governed by and interpreted in accordance with the laws of the State
  of Connecticut, exclusive of its provisions relating to conflicts of law. </FONT>
</P>
<P> <FONT size="2" face="Times">13.8 In the event there is any claim, dispute,
  or other matter in question arising out of or relating to this Agreement, the
  enforcement of any provisions therein, or breach of any provision thereof, it
  shall be submitted to the Federal, state or local courts, as appropriate, only
  in the State of Connecticut. This provision to submit all claims, disputes or
  matters in question to the Federal or state courts in the State of Connecticut
  shall be specifically enforceable; and each party, hereby waiving personal service
  of process and venue, consents to jurisdiction in Connecticut for purposes of
  any other party seeking or securing any legal and/or equitable relief. </FONT>
</P>
<p align="center"> <font size="2" face="Times">13</font> </p>
<HR noshade align="center" width="100%" size=2>
<P align="center"><font size="2" face="Times"><B>14. CONFIDENTIALITY</B> </font>
</P>
<P><FONT size="2" face="Times">14.1 Other than as may be required by applicable
  law, government order or regulations, or by order or decree of the Court, TALENT
  hereby acknowledges and agrees that in further consideration of COMPANY's entering
  into this Agreement, and continued Agreement, TALENT shall not, at any time
  during this Agreement, or after the termination of this Agreement for any reason
  whatsoever, disclose to any person, organization, or publication, or utilize
  for the benefit or profit of TALENT or any other person or organization, any
  sensitive or otherwise confidential business information, idea, proposal, secret,
  or any proprietary information obtained while with COMPANY and/or regarding
  COMPANY, its employees, independent contractors, agents, officers, directors,
  subsidiaries, affiliates, divisions, representatives, or assigns. Included in
  the foregoing, by way of illustration only and not limitation, are such items
  as reports, business plans, sales information, cost or pricing information,
  lists of suppliers or customers, talent lists, story lines, scripts, story boards
  or ideas, routines, gags, costumes or parts of costumes, accessories, crowns,
  inventions, championship, title or other belts (if applicable) and any other
  tangible or intangible materials written, composed, submitted, added, improvised,
  or created by or for TALENT in connection with appearances in the Programs,
  information regarding any contractual relationships maintained by COMPANY and/or
  the terms thereof, and/or any and all information regarding TALENTs engaged
  by COMPANY.</FONT> </P>
<P> <FONT size="2" face="Times">14.2 TALENT acknowledges and agrees that its agreement
  to be bound by the terms hereof is a material condition of COMPANY's willingness
  to use and continue to use TALENT&#146;s services. Other than as may be required
  by applicable law, government order or regulation; or by order or decree of
  the court, the parties agree that neither of them shall publicly divulge or
  announce, or in any manner disclose, to any third party, any of the specific
  terms and conditions of this Agreement; and both parties warrant and covenant
  to one another that none of their officers, directors, employees or agents will
  do so either.</FONT> </P>
<P> <FONT size="2" face="Times"> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the
  terms and conditions of any Addenda or Schedules are incorporated herein by
  reference and made a part hereof. </FONT></P>
<p align="center"><font size="2" face="Times">14&nbsp; </font> </p>
<HR noshade align="center" width="100%" size=2>
<P align="left"><FONT size="2" face="Times">IN WITNESS WHEREOF, the parties have
  executed this Agreement on the day and year first above</FONT> <FONT size="2" face="Times">written.</FONT>
</P>
<TABLE width="100%" border=0 cellpadding=0 cellspacing=0>
  <TR>
    <TD colspan="2"><div align="left"><FONT size="2" face="Times">WORLD WRESTLING
        FEDERATION</FONT></div></TD>
    <TD><div align="left"><font size="2" face="Times">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></div></TD>
    <TD colspan="2"><div align="left"><FONT size="2" face="Times">SHANE McMAHON</FONT></div></TD>
  </TR>
  <TR>
    <TD colspan="2"><div align="left"><FONT size="2" face="Times">ENTERTAINMENT,
        INC</FONT></div></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2"><div align="left"><FONT size="2" face="Times">(&#147;TALENT&#148;)</FONT></div></TD>
  </TR>
  <TR>
    <TD colspan="2"><div align="left"><font size="2" face="Times">&nbsp;&nbsp;&nbsp;(&#147;COMPANY&#148;)</font></div></TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">&nbsp;</TD>
  </TR>
  <TR>
    <TD colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">&nbsp;</TD>
  </TR>
  <TR>
    <TD colspan="2">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">&nbsp;</TD>
  </TR>
  <TR>
    <TD><div align="left"><FONT size="2" face="Times">By:&nbsp;&nbsp;</FONT></div></TD>
    <TD><div align="left"><FONT size="2" face="Times">/s/ James Ross</FONT></div></TD>
    <TD><div align="left"><font size="2" face="Times">&nbsp;&nbsp;&nbsp;</font></div></TD>
    <TD align="center"><div align="left"><FONT size="2" face="Times">By:&nbsp;&nbsp;&nbsp;&nbsp;</FONT></div></TD>
    <TD align="center"><div align="left"><FONT size="2" face="Times">/s/ Shane
        McMahon</FONT></div></TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD><HR align="left" width="300" size=1 noshade></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><HR align="left" width="300" size=1 noshade></TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD><div align="left"><FONT size="2" face="Times">James Ross</FONT></div></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD><div align="left"><FONT size="2" face="Times">Shane McMahon</FONT></div></TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD><div align="left"><FONT size="2" face="Times">Senior Vice President Talent
        Relations </FONT></div></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
  </TR>
  <TR>
    <TD>&nbsp;</TD>
    <TD><div align="left"><FONT size="2" face="Times">&amp; Wrestling Administration
        </FONT> </div></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
  </TR>
</TABLE>
<p align="center"><font size="2" face="Times">15&nbsp; </font> </p>
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