SIMPLAYER COM LTD
MASTER STRATEGIC RELATIONSHIP AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>MASTER STRATEGIC RELATIONSHIP AGREEMENT
<TEXT>


                                                                    EXHIBIT 10.1
                                                                    ------------

                     MASTER STRATEGIC RELATIONSHIP AGREEMENT


THIS MASTER STRATEGIC RELATIONSHIP AGREEMENT (this "Agreement") is made and
entered into this 25th day of May, 2000, by and between New England Patriots
L.P. (hereinafter "The Patriots"), a Delaware limited partnership with offices
at Foxboro Stadium, 60 Washington Street, Foxboro, MA 02035, and SimPlayer.com,
Inc. (hereinafter "SimPlayer"), a Delaware corporation with offices at 91
Montvale Avenue, Stoneham, MA 02180-3616:



                                   WITNESSETH:

         WHEREAS, The Patriots and SimPlayer desire to work together to define
and to market football applications using SimPlayer technology;

         NOW, THEREFORE, The Patriots and SimPlayer, intending to be legally
bound, hereby agree as follows:

1.       STRATEGIC RELATIONSHIP

         1.1.     SCOPE OF WORK. This Agreement sets forth the terms and
                  conditions applicable to projects identified by the parties
                  which may be performed by the parties pursuant to one or more
                  Work Statements.

         1.2.     ADVISORY BOARD. An Advisory Board will be established by The
                  Patriots and will include two individuals selected from The
                  Patriots' management, a statistician, coach, player and scout
                  and will assist SimPlayer with product definition, features
                  and functionality for football applications of the SimPlayer
                  technology. The Patriots will ensure that appropriate releases
                  and assignments have been obtained from its employees and all
                  participants in the Advisory Board, or others who are involved
                  in the definition of Work Statements, sufficient to achieve
                  the purpose of this Agreement and to comply with its terms (an
                  example of such an assignment is attached for your
                  convenience). The Advisory Board will meet at Foxboro Stadium
                  at least once, or more frequently if desired by the Patriots,
                  to provide feedback on definition, features and functionality.
                  The first meeting will be scheduled upon the execution of the
                  first Work Statement by the parties.

         1.3.     PROGRESS CONFERENCES. The parties shall confer monthly, or at
                  other times specified in the Work Statement, regarding the
                  progress of the work required under each Work Statement, any
                  anticipated problems (resolved or unresolved), and any
                  indication of delay in fixed or tentative schedules.

         1.4.     MARKETING. SimPlayer will create an area at eSportsPlus.com to
                  promote the Work Product and use commercially reasonable
                  efforts to provide promotional opportunities for the Work
                  Product, provided that SimPlayer shall have obtained any
                  licenses required for such promotions. The Patriots will use
                  reasonable efforts to leverage their traditional marketing
                  abilities in advertising, broadcast and traditional print
                  media for the exposure, success, and market acceptance of the
                  Work Product. They will also use reasonable efforts to notify
                  all members of The Patriots email lists of the availability of
                  Work Product. Additional marketing activities may be detailed
                  in the Work Statement.

         1.5.     TRAFFIC REPORTS. SimPlayer shall provide monthly traffic
                  reports to The Patriots including the number of unique
                  visitors, frequency of repeat visits, product downloads,

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                  and time spent in specified components. The parties shall
                  agree upon the form and format of such requests.

2.       WORK STATEMENTS

         2.1.     DEFINITION OF PROJECTS. Each Work Statement shall be effective
                  only when signed by both parties. References to this Agreement
                  shall include any Work Statements in effect from time to time.
                  A Work Statement is a project description which refers to this
                  Agreement, describes work to be done pursuant to this
                  Agreement, and identifies the Work Product to be produced
                  thereunder. "Work Product" shall mean football related
                  applications newly developed pursuant to a Work Statement
                  hereunder.

         2.2.     FORMAT AND TERMS. Except for minor tasks which may be
                  addressed in summary form, each Work Statements will conform
                  to substantially the following format:

                  (a)    The Work Statement shall be entitled "Work Statement
                         No. [__] under Master Strategic Relationship Agreement,
                         dated [_________]." The contents of the Work Statement
                         may be included in the body of the Work Statement, or
                         in separately signed Attachments, as the parties
                         consider most practical. The Work Statement shall
                         include a provision for the dated signatures of
                         authorized representatives of both parties. Principal
                         terms of the Work Statement generally will include:

                         (i)    A description of the work to be done and
                                specifications of the expected Work Product.

                         (ii)   Each Work Statement shall identify the services,
                                functions, and other resources to be provided by
                                each party in order for the tasks specified in
                                such Work Statement to be performed, including,
                                without limitation development, technical
                                support and marketing services.

                         (iii)  The Work Statement will identify the responsible
                                party to acquire trademark or licensing rights
                                and the agreed upon allocation of license fees.
                                Any licenses of Patriots Content (as defined
                                below) would be explicitly enumerated in the
                                Work Statement.

                         (iv)   Third-party services, equipment and facilities
                                (if any) required to be obtained.

                         (v)    Intended host site (which, unless otherwise
                                agreed by the parties will be patriots.com) and
                                links between the sites to developed
                                applications, and appropriate licenses where
                                necessary.

                         (vi)   Whether proposed Web pages will use Work Product
                                as the "main purpose" or in "a lesser way," for
                                the purposes of Section 5.1 hereof.

                         (vii)  Target time schedules and delivery dates.

                         (viii) Completion criteria, quality testing, and
                                reports.

                         (ix)   Marketing plan and joint marketing activities
                                for Work Product.

                         (x)    Contact information for a designated contact
                                person at each party.

         2.3.     TYPES OF WORK. It is expected that the project that SimPlayer
                  will undertake pursuant to one (1) or more Work Statements
                  will initially relate to a Pre/Post game analysis tool.

         2.4.     ADOPTION OF WORK STATEMENTS; CHANGES. Work Statements, changes
                  to Work Statements, and amendments to this Agreement shall be
                  effective only if in a writing

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                  accompanied by dated signatures of authorized representatives
                  of both parties. Replacement pages initialed and dated by
                  authorized representatives of both parties will be sufficient
                  for that purpose. Unless otherwise indicated, a change or
                  amendment shall be effective once signed by both parties.

3.       PERFORMANCE

         3.1.     REASONABLE EFFORTS. The parties agree to use commercially
                  reasonable effort to perform the tasks assigned and to
                  complete the Work Product and marketing efforts specified in
                  each applicable Work Statement.

         3.2.     TARGET DATES. Scheduled performance dates are estimates only.
                  Both parties recognize that such dates are dependent on
                  development, resource availability, funding, assistance, and
                  other factors that may cause dates to shift or interfere with
                  completion.

4.       CONTRACT ADMINISTRATION

         4.1.     PRINCIPAL CONTACTS. The parties will designate and maintain
                  Principal Contacts for purposes of all work and business
                  between them concerning this Agreement and all notices
                  required or permitted hereunder. The Principal Contact for The
                  Patriots shall drive creative direction, manage work order
                  delivery, and provide timely reviews and approvals, including
                  providing branding and style guides for approved use of The
                  Patriots' trade name, trademarks, service marks and associated
                  graphics. These initially will be:

                  For SimPlayer:

                  Principal Contact:  Elaine LeBlanc

                  Business Phone:  (781) 481-9120 x2101

                  Business Mailing Address:  91 Montvale Avenue

                  Stoneham, MA 02180-3616



                  For The Patriots:

                  Principal Contact: Fred Kirsch

                  Business Phone:  (508) 543-5001

                  Business Mailing Address:  Foxboro Stadium

                  60 Washington Street

                  Foxboro, MA 02035

         4.2.     AUTHORIZATIONS. The signature or initials of the Principal
                  Contacts on Work Statements or changes or amendments to Work
                  Statements shall be deemed the authorized signature of the
                  respective party.

         4.3.     REPLACEMENT OF PRINCIPAL CONTACT. If either party decides at
                  any time to replace the person serving as its Principal
                  Contact, it may do so by written notice to the other party.

         4.4.     NOTIFICATION. Any notice under this Agreement shall be deemed
                  given if sent by courier, facsimile or mail, directed to the
                  principal contact of the party being notified.

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5.       REVENUE SHARING

         5.1.     ADVERTISING REVENUE. As between the parties, SimPlayer will
                  have the exclusive right to sell advertising on the
                  eSportsPlus.com site. As between the parties, The Patriots
                  shall have the exclusive right to sell advertising on
                  patriots.com. SimPlayer will receive [ * ] from advertising
                  served on patriots.com from pages in which Work Product is the
                  main purpose of the Web page. If a component or application is
                  used in a lesser way, the revenue to SimPlayer will be reduced
                  based on the relative value of the Work Product to the page.
                  If eSportsPlus.com uses advertising in its site, then
                  SimPlayer will pay [ * ] from advertising served on
                  eSportsPlus.com from the pages in which Work Product is the
                  main purpose of the Web page. If a component or application is
                  used in a lesser way, the revenue to The Patriots will be
                  reduced based on the relative value of the Work Product to the
                  page. For the purposes of this Section 5.1, the term
                  "advertising" does not include "sponsorships" as described in
                  Section 5.2 below.

         5.2.     SPONSORSHIPS. For sponsorships sold specifically in connection
                  with Work Product, SimPlayer and The Patriots will split all
                  sponsorship revenues [ * ] going to the party that actually
                  sells the sponsorship) for sponsorships hosted on
                  patriots.com, or on eSportsPlus.com if the Work Product
                  contains Patriots Content (as defined below). SimPlayer will
                  pay The Patriots [ * ] for Work Product hosted on
                  eSportsPlus.com in a football application that does not
                  contain Patriots Content. "Patriots Content" shall mean
                  statistics, logos, photographs, trademarks, trade names,
                  service marks and any other intellectual property, owned by
                  The Patriots and licensed to SimPlayer by The Patriots.

         5.3.     RESELLING OF WORK PRODUCT - SimPlayer will pay [ * ] from the
                  sale or licensing of Work Product to third parties.

         5.4.     AUDIT RIGHTS. Each party will have the right, at its expense
                  (except as provided below) to audit the other party's books
                  and records for the purpose of verifying advertising and
                  sponsorship revenues. Such audits shall be made not more than
                  once per year, on not less than ten (10) work days written
                  notice, during regular business hours, by auditors reasonably
                  acceptable to the audited party. If the auditor's figures
                  reflect revenues higher than those reported, the audited party
                  will pay the difference. Alternatively, if the auditor's
                  figures reflect revenues lower than those reported by the
                  audited party, the auditing party immediately will reimburse
                  the audited party for the difference. In addition, if the
                  auditor's figures exceed the revenues reported by the audited
                  party by more than ten percent (10%), the audited party will
                  also pay the reasonable cost of the audit.

         5.5.     RESPONSIBILITY FOR EXPENSES. Except for the payments to which
                  either party may be entitled as stated in a Work Statement,
                  each party will be responsible for its own expenses incurred
                  in rendering performance.

         5.6.     PAYMENT. The fees due hereunder shall be payable within
                  fifteen (15) calendar days following the close of each
                  calendar quarter. Late payments will be subject to interest at
                  the rate of one and one half percent (1.5%) per month, or, if
                  lower, the maximum rate allowed by law.

--------

* Confidential information omitted and separately filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended.

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6.       OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

         6.1.     RIGHTS IN WORK PRODUCT. All Work Product developed hereunder
                  (excluding any Patriots Content included therein) and all
                  Intellectual Property Rights in the Work Product shall be
                  owned by SimPlayer. "Intellectual Property Rights" shall mean
                  any rights under patent, semiconductor chip protection,
                  copyright, trade secret, trademark or similar laws throughout
                  the world.

         6.2.     GENERAL KNOWLEDGE IMPARTED. Each party shall be entitled to
                  use, disclose and otherwise employ without restriction or
                  liability any ideas, concepts, know-how, methods, techniques,
                  processes, skills, concepts and adaptations, or the functional
                  or operational requirements or specifications of any business
                  activity, and neither party shall assert against the other
                  party (or others acting by or under authority of the other
                  party) any prohibition or restraint from doing so.

         6.3.     FURTHER ASSURANCES. Each party agrees to take such action and
                  execute, or cause its employees, agents and contractors to
                  execute, such further instruments as may be necessary to give
                  effect to the ownership provisions of this Agreement.

         6.4.     TRADEMARKS. Nothing in this Agreement shall be deemed to give
                  SimPlayer any rights to use Patriots Content or to give The
                  Patriots the right to use SimPlayer's Intellectual Property
                  Rights without explicit licenses thereto either in a Work
                  Statement or in a separate agreement. Simplayer acknowledges
                  and agrees that any licenses to Patriots Content explicitly
                  granted in a written Work Statement shall be subject to The
                  Patriots prior creative approval.

         6.5.     EXCLUSIVITY. Work Product shall not be used or re-commissioned
                  for a football related use with a different party except as
                  contemplated herein or approved by both parties in writing.
                  Approval shall not be unreasonably withheld and the parties
                  agree to negotiate revenue sharing for football related uses
                  of the Work Product in good faith. Nothing herein shall limit
                  SimPlayer from using any technology for non-football
                  applications or from using any applications or components
                  which were developed by SimPlayer independent of this
                  Agreement (such as components in use in SimPlayer's baseball
                  applications) for any applications.

         6.6.     PUBLICITY. Neither party shall publicly disclose the fact of
                  or the terms of this Agreement except as required by law or
                  once agreed upon by the parties in the form of a press
                  release.

         6.7.     EXCLUSIVE STATEMENT OF RIGHTS AND OBLIGATIONS. This Section 6,
                  and Section 7 with regard to confidentiality, provide the
                  exclusive statement of the parties' respective rights and
                  obligations under this Agreement with respect to Intellectual
                  Property Rights. Except as expressly stated in this Section 6
                  or as expressly provided for in a Work Statement, nothing in
                  this Agreement or any course of dealing between the parties
                  will be deemed to create a license from either party to the
                  other of any Intellectual Property Right, whether by estoppel,
                  implication or otherwise.

7.       CONFIDENTIALITY

         7.1.     "CONFIDENTIAL INFORMATION" "Confidential Information" shall
                  include only the information exchanged by the parties in
                  accordance with Section 7.2, provided, however that in no
                  event shall Confidential Information include, and the
                  obligations provided hereunder shall not apply to, information
                  that: (a) is now or subsequently becomes generally available
                  to the public through no fault of the recipient; (b) recipient
                  can demonstrate was rightfully in its possession prior to
                  disclosure by the other party; (c) is independently developed
                  by the recipient without the use of any Confidential
                  Information provided by the other party; (d) recipient
                  rightfully obtained or obtains from a third party

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                  who has the right, without obligation to the other party, to
                  transfer or disclose such information; (e) is released or
                  approved for release by the other party without restriction;
                  or (f) is inherently disclosed in the use, lease, sale, or
                  other distribution of any present or future product or service
                  produced by, for or under authorization of either party or in
                  publicly available supporting documentation for any such
                  product or service.

         7.2.     EXCHANGES OF CONFIDENTIAL INFORMATION. All exchanges of
                  Confidential Information shall be made by or under the
                  supervision of the parties' Principal Contacts. Confidential
                  Information may be disclosed orally or in writing. As part of
                  the oral disclosure of Confidential Information, the
                  information considered confidential and the confidentiality
                  thereof shall be reasonably identified by the party disclosing
                  such information and, within ten (10) work days after
                  disclosure, the Confidential Information included in such
                  disclosure shall be summarized in writing and such summary
                  shall be delivered to the Principal Contact for the recipient.
                  Written disclosures of Confidential Information shall be
                  conspicuously legended "Confidential Information" (or terms of
                  similar meaning) and shall provide reasonable identification
                  of the information considered confidential. The parties
                  acknowledge and agree that Confidential Information of either
                  party shall not be disclosed to the Advisory Board and that
                  nothing shall be received from the Advisory Board subject to
                  any obligation of confidence or restriction on use.

         7.3.     CARE AND PROTECTION. During the term of this Agreement and for
                  a period of one (1) year following its expiration or
                  termination, each party shall protect the other party's
                  Confidential Information with reasonable effort using the same
                  standard of care that applies to its own similar Confidential
                  Information.

         7.4.     EXCEPTIONS. Either party may use or disclose the other party's
                  Confidential Information if required by any request or order
                  of any government authority, or otherwise as required by law,
                  or as necessary to establish and enforce that party's rights
                  under this Agreement. Before disclosing the other party's
                  Confidential Information for such purpose, reasonable effort
                  must be made to notify the other party of the circumstances,
                  and the parties shall cooperate with each other to obtain
                  protection for the confidentiality thereof to the extent
                  available.

         7.5.     SECURITIES LAW RESTRICTIONS. Notwithstanding the foregoing,
                  the parties acknowledge that there maybe situations where the
                  parties will share with the Advisory Board certain material
                  non-public information about SimPlayer and that distinct from
                  the other provisions of this Section 7, each Advisory Board
                  member will be required to confirm to SimPlayer that it will
                  not use such information in any manner prohibited by U.S.
                  securities laws.

8.       LIMITATIONS

         8.1.     DISCLAIMER OF WARRANTIES. All Work Product is provided "AS
                  IS," without warranty of any kind, including (without
                  limitation) any warranty of title, merchantability, against
                  infringement or fitness for a particular purpose. Descriptions
                  or specifications of deliverables shall constitute project
                  objectives and not express warranties.

         8.2.     LIMITATION OF LIABILITY. Unless otherwise expressly stated in
                  a Work Statement, the sole remedy for any delay or deficiency
                  in performance of any service or delivery obligation shall be
                  termination of the applicable Work Statement without further
                  recourse or claim.

         8.3.     EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL EITHER PARTY
                  BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
                  DAMAGES, LOSS OF PROFITS, LOSS OF USE OF DATA OR INTERRUPTION
                  OF BUSINESS, WHETHER SUCH ALLEGED DAMAGES ARE ALLEGED IN TORT,

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<PAGE>

                  CONTRACT OR INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
                  THE POSSIBILITY OF SUCH DAMAGES. This limitation shall not
                  apply to damages associated with the infringement or
                  unauthorized use of Intellectual Property Rights.

9.       INDEMNIFICATION

         9.1.     SIMPLAYER INDEMNIFICATION. SimPlayer shall defend, at its
                  expense, The Patriots from and against any third party claims
                  alleging that portions of the Work Product supplied by
                  SimPlayer infringe any (i) registered trademark, (ii)
                  copyright, or (iii) trade secret, and shall indemnify The
                  Patriots against all damages payable as part of a final
                  judgement or settlement thereof. The indemnification
                  obligation of this Section 9.1 shall not apply to any claim
                  arising out of portions of the Work Product supplied by The
                  Patriots or made to meet The Patriots' specifications, or
                  implementations of ideas or materials provided by the Advisory
                  Board.

         9.2.     THE PATRIOTS INDEMNIFICATION. The Patriots shall defend, at
                  its expense, SimPlayer from and against any third party claims
                  alleging that portions of the Work Product supplied by The
                  Patriots infringe any (i) registered trademark, (ii)
                  copyright, or (iii) trade secret, and shall indemnify
                  SimPlayer against all damages payable as part of a final
                  judgement or settlement thereof.

         9.3.     NOTICE, CONTROL AND COOPERATION. In the event that a party
                  seeks indemnification pursuant to this Section 9 from or
                  against the assertion of any claim by a third person, the
                  indemnifying party shall give prompt notice to the other
                  party. Notwithstanding this Section 9, neither party is under
                  any obligation to indemnify the other party unless the
                  indemnifying party has sole authority to conduct the trial or
                  settlement of such claim or any negotiations related thereto
                  and the indemnified party provides reasonable information and
                  assistance in connection with such claim or suit. In the event
                  of a claim for which indemnification may be claimed hereunder,
                  the indemnifying party may, at its election, remove or require
                  the indemnified party to remove the Work Product which is the
                  subject of the infringement claim.

         9.4      SOLE OBLIGATIONS. The Sole and exclusive obligations of either
                  party for claims of intellectual property infringement shall
                  be limited to the obligations set forth in this Section 9.

10.      TERM OF AGREEMENT

         10.1.    TERM. This Agreement shall be effective upon the date
                  specified at the beginning of this Agreement, and shall remain
                  in force until August 1, 2001, unless otherwise terminated as
                  provided herein; provided, however, this Agreement shall
                  continue to remain in effect with respect to any Work
                  Statement entered into hereunder until such Work Statement is
                  itself terminated or performance thereunder is completed. This
                  Agreement shall automatically renew for successive 12 month
                  periods unless either party gives written notice at least
                  thirty (30) days prior to the end of the term then in effect
                  of its desire to terminate the Agreement at the end of such
                  term.

         10.2.    TERMINATION OF WORK STATEMENTS. Either party may terminate an
                  individual Work Statement upon thirty (30) days written notice
                  of a breach thereunder if during such period the breach has
                  not been remedied.

         10.3.    SURVIVAL. Notwithstanding any termination of this Agreement or
                  a Work Statement, the provisions of Sections 4, 5, 6, 7, 8, 9,
                  10 and 11 shall survive the termination of this agreement,
                  provided that the provisions of Section five shall terminate
                  on the second anniversary of the termination of this
                  Agreement, or, at such other time as may be specified in a
                  particular Work Statement.

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11.      MISCELLANEOUS

         11.1.    FORCE MAJEURE. Either party shall be excused from delays in
                  performing or from its failure to perform hereunder to the
                  extent that such delays or failures result from causes beyond
                  the reasonable control of such party; provided that, in order
                  to be excused from delay or failure to perform, such party
                  must act diligently to remedy the cause of such delay or
                  failure.

         11.2.    NO AGENCY. Neither party shall be construed to be an agent or
                  acting as the agent of the other in any respect, any other
                  provisions of this Agreement or any Work Statements issued
                  hereunder notwithstanding.

         11.3.    AFFILIATES. In undertaking and performing their respective
                  obligations under this Agreement, each party shall be entitled
                  to act through or on behalf of its Affiliates, and shall be
                  entitled to sublicense or assign its rights and obligations
                  under this Agreement to its Affiliates, in whole or in part,
                  provided that the party so doing shall remain responsible to
                  the other party for the full performance of any such
                  obligations as required by this Agreement. "Affiliate" shall
                  mean any corporation, partnership or other entity which
                  controls, is controlled by, or is under common control with
                  such party, and for such purpose "control" shall exist
                  whenever there is an ownership, profits, voting or similar
                  interest (including any right or option to obtain such an
                  interest) representing at least 50% of the total interests of
                  the pertinent entity then outstanding.

         11.4.    SEVERABILITY. If any provision of this Agreement is held to be
                  invalid, the other provisions will not be affected to the
                  greatest extent possible consistent with the parties' intent.

         11.5.    MULTIPLE COUNTERPARTS. This Agreement may be executed in
                  several counterparts, all of which taken together shall
                  constitute one single Agreement between the parties.

         11.6.    SECTION HEADINGS; EXHIBITS. The section and subsection
                  headings used herein are for reference and convenience only,
                  and shall not enter into the interpretation hereof. The
                  exhibits referred to herein and attached hereto, or to be
                  attached hereto, including all Work Statements issued
                  hereunder from time to time, are incorporated herein to the
                  same extent as if set forth in full herein.

         11.7.    REQUIRED APPROVALS. Where agreement, approval, acceptance, or
                  consent by either party is required by any provision of this
                  Agreement, such action shall not be unreasonably delayed or
                  withheld.

         11.8.    COMPLIANCE WITH LAW.

                  (a)    Each party agrees to comply with all applicable laws,
                         regulations, and ordinances relating to their
                         performance hereunder.

                  (b)    The parties agree to cooperate with each other, at
                         SimPlayer's expense, in their efforts to obtain
                         available protection for any Intellectual Property
                         Rights under foreign laws and to secure such
                         certifications, registrations or licenses as may be
                         appropriate for the protection of the same in any
                         foreign country.

                  (c)    Neither party will knowingly export or re-export,
                         directly or indirectly, any technical data (as defined
                         by the U.S. Export Administration Regulations) produced
                         or provided under this Agreement, or export or
                         re-export, directly or indirectly, any direct product
                         of such technical data, including software, to a
                         destination to which such export or re-export is
                         restricted or prohibited by U.S. or non-U.S. law,
                         without obtaining prior authorization from U.S.
                         Department of

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<PAGE>

                         Commerce and other competent government authorities to
                         the extent required by those laws.

         11.9.    NO WAIVER. No delay or omission by either party hereto to
                  exercise any right or power occurring upon any noncompliance
                  or default by the other party with respect to any of the terms
                  of this Agreement shall impair any such right or power or be
                  construed to be a waiver thereof. A waiver by either of the
                  parties hereto of any of the covenants, conditions, or
                  agreements to be performed by the other shall not be construed
                  to be a waiver of any succeeding breach thereof or of any
                  covenant, condition, or agreement herein contained. Unless
                  stated otherwise, all remedies provided for in this Agreement
                  shall be cumulative and in addition to and not in lieu of any
                  other remedies available to either party at law, in equity, or
                  otherwise.

         11.10.   GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the Commonwealth of
                  Massachusetts.

         11.11.   DISPUTE RESOLUTION. Each party agrees that, unless otherwise
                  required in order to comply with deadlines under the law, it
                  will not file action or institute legal proceedings with
                  respect to any dispute, controversy, or claim arising out of,
                  relating to, or in connection with, this Agreement, until:

                  (a)    it has given the other party thirty days prior written
                         notice of its grievance; and

                  (b)    the other party has failed to provide a prompt and
                         effective remedy as determined by the aggrieved party
                         in its sole discretion.

         11.12.   ENTIRE AGREEMENT. This Agreement and the exhibits annexed
                  hereto, together with the Work Statements issued from time to
                  time hereunder, constitute the entire agreement between the
                  parties. No change, waiver, or discharge hereof shall be valid
                  unless it is in writing and is executed by the party against
                  whom such change, waiver, or discharge is sought to be
                  enforced.

         11.13.   NO ASSIGNMENT. Except as explicitly provided in Section 11.3,
                  neither party may, without the prior written consent of the
                  other party, assign or transfer this Agreement or any
                  obligation incurred hereunder, except by merger,
                  reorganization, consolidation, or sale of all or substantially
                  all of such party's assets. Any attempt to do so in
                  contravention of this Section shall be void and of no force
                  and effect.

IN WITNESS WHEREOF, The Patriots and SimPlayer have caused this Agreement to be
signed and delivered by their duly authorized officers, all as of the date first
hereinabove written.



NEW ENGLAND PATRIOTS L.P.           SIMPLAYER.COM, INC.



By:      /s/ Fred Kirsch                  By:      /s/ Elaine R. LeBlanc
   -------------------------------------     --------------------------------



Title:   Director of Interactive Media    Title:   Executive Vice President
      ----------------------------------        -----------------------------



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                                  Defined Terms



Affiliate                                                    Section 11.3
Confidential Information                                     Section 7.1
Intellectual Property Rights                                 Section 6.1
Patriots Content                                             Section 5.2
SimPlayer                                                    Page 1
The Patriots                                                 Page 1
Work Product                                                 Section 2.1




<PAGE>




                                                                    May __, 2000


SimPlayer.com, Ltd.

91 Montvale Avenue, 3rd Floor
Stoneham, MA  02180-3616

    Re:  Advisory Board Confidentiality Assurance and Confirmation of Assignment
         -----------------------------------------------------------------------

Ladies and Gentlemen:

         As a participant on the Advisory Board created pursuant to the Master
Strategic Relationship Agreement between The New England Patriots L.P. ("The
Patriots") and SimPlayer.com, Inc. ("SimPlayer"), in consideration of and as a
requirement to my participation on the Advisory Board, I hereby confirm as
follows:

         (a) I am aware that I may on occasion become temporarily privy to
material non-public information regarding SimPlayer, including, but not limited
to, information regarding products of SimPlayer for which no public announcement
has been made, and I agree that I will not use such information in any way which
would violate U.S. securities laws; and

         (b) I agree to assign, and hereby transfer and assign, to SimPlayer all
rights, title and interests in any intellectual property that results from my
participation in the Advisory Board, and I agree that at the request and expense
of SimPlayer, I shall take any actions reasonably requested by SimPlayer to
secure and protect its rights to such intellectual property and to verify that I
have waived any rights, including moral rights, I might have in such property.
Nothing herein shall be construed to give SimPlayer any rights in any
copyrights, trademarks, or other analogous proprietary rights which are
currently or may be in the future owned by The Patriots.



Sincerely,


Signature_____________________________________________________

Name (printed):_______________________________________________



</TEXT>
</DOCUMENT>
