SPORTSPRIZE ENTERTAINMENT INC/
AGREEMENT BETWEEN SPORTSPRIZE AND JAMES WORTHY
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AGREEMENT BETWEEN SPORTSPRIZE AND JAMES WORTHY
<TEXT>



                                                                   EXHIBIT 10.35


                                    AGREEMENT

                                     between

                         SPORTSPRIZE ENTERTAINMENT INC.

                                       and

                           Big Game James, Inc. f/s/o

                                  James Worthy


     This Services and Promotional  Agreement  ("Agreement")  is entered into by
and between  SportsPrize  Entertainment Inc.,  ("SportsPrize"),  producer of the
SportsPrize.com Web site, and a Nevada C corporation with its principal place of
business at 13101  Washington  Boulevard,  Suite 131,  Los  Angeles,  California
90066, and Big Game James,  Inc. for the services of James Worthy  (collectively
"Worthy"),  an American  citizen with his  principal  place of business at 11666
Goshen  Avenue,  Suite 316,  Los  Angeles,  California  90049.  The Parties have
entered into this Agreement effective March 1, 2000.

     WHEREAS SportsPrize desires to obtain the right to use the name,  likeness,
image, photograph,  signature, voice, endorsement and similar right of publicity
for  Worthy  for use on its Web  site,  in  personal  appearances  by  Worthy in
connection  with the marketing and promotion of the SportsPrize Web site and its
proprietary Sports Tournament,  an interactive game appearing on the SportsPrize
Web  site  for  sports  enthusiasts,  on  terms  set  forth  in this  Agreement.
SportsPrize  further  desires  for  Worthy  to serve as a member  of its  Sports
Advisory Board,  which shall include Worthy and other sports  personalities  who
perform  services and promote  SportsPrize in a manner similar to that described
below, on terms set forth herein;

     WHEREAS  Worthy is  willing  to grant the right to use his name,  likeness,
image, photograph,  signature, voice, endorsement and similar right of publicity
for SportsPrize's Web site, in personal appearances by Worthy in connection with
the  marketing  and promotion of the  SportsPrize  Web site and its  proprietary
Sports Tournament on terms set forth herein. Worthy




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<PAGE>

further is willing to serve as a member of  SportsPrize's  Sports Advisory Board
on terms set forth herein;  and

     NOW  THEREFORE,  in  consideration  of the mutual  covenants and conditions
contained  herein,  and for good and  valuable  consideration,  the  receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

I.   Grant

     A. Subject to the terms,  conditions  and  obligations  of this  Agreement,
Worthy hereby  grants to  SportsPrize a  non-exclusive  worldwide  right to use,
market, promote and advertise his name, likeness, image, photograph,  signature,
voice, endorsement and similar right of publicity for SportsPrize,  its Web site
and merchandise bearing the SportsPrize logo ("the Product") for a period of one
(1) year from date hereof,  which rights shall  include,  but not be limited to,
use  in  magazines,  newspapers,  trade  journals,  banners,  coupons,  in-store
displays,  point-of-sale displays, posters, product inserts, circulars,  outdoor
advertising,  editorials,  public  relations  materials,  all  electronic  media
including,  but not limited to, the Internet or global  network,  television and
radio,  and any other print  materials  in  connection  with the  Product.  Only
SportsPrize  has the  authority  to sell these  items,  no rights are granted to
third parties. Worthy retains all rights not conveyed herein.

     B.  Worthy  shall  have the right to approve  photograph(s),  likeness(es),
image(s)  and  script(s)  only insofar as the  selected  materials  reflect upon
Worthy personally.  Worthy's disapproval must be provided in writing within five
(5) days after  Worthy's  receipt of  photograph(s),  likeness(es),  image(s) or
script(s). If written disapproval is not received by SportsPrize within five (5)
days, the photograph(s), likeness(es), image(s) and/or script(s) shall be deemed
approved. Approval shall not be unreasonably withheld.

II.  Territory

     SportsPrize  shall be entitled to use, market,  promote,  and advertise the
name, likeness, image, photograph,  signature,  voice, endorsement,  and similar
right of publicity of Worthy worldwide in accordance with the preceding granting
clause and this Agreement.




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<PAGE>

III. Term

     The term of this Agreement will be twelve (12) months and shall commence on
March 1, 2000 and shall end on February 28, 2001 ("Initial Term").

IV.  Option Term

     A.  Provided  SportsPrize  is  not  in  breach,  the  parties  agree  that,
SportsPrize has the option,  at its sole discretion,  to extend the term of this
Agreement  for  a  one-year  (1  year)  period  ("Option  Year")  provided  that
SportsPrize  provides Worthy with written  notification  executing its option at
least thirty (30) days prior to the end of the Initial Term; and

     B. Except as otherwise stated herein,  SportsPrize shall have the right, at
its  sole  discretion,  to  require  Worthy  to  render  any and all of the same
services in the Option Year under the same terms and  conditions  as the Initial
Term and  SportsPrize  shall  have  the  right  to  continue  to use any and all
materials  previously  produced  hereunder in the Option Year all subject to the
terms herein.

V.   Services

     A. Worthy  agrees that he will be available at a future date and time to be
designated  by  SportsPrize  and  Worthy  for one audio  recording  session  for
SportsPrize's   radio  advertising  in  which  to  produce  a  number  of  radio
commercials to be mutually  determined by Worthy and  SportsPrize and subject to
availability. This recording session will last no longer than two (2) hours. The
audio  recording  session is expected  to take place  sometime in March or April
2000 in the Los Angeles Area.

     B.  Worthy  will be  available  for  and  participate  in two  pre-arranged
appearances  during the  Initial  Term as part of the  "Prizes  Money Can't Buy"
Program.  The first of these two appearances  has tentatively  been planned as a
meeting in April 2000 with  Worthy for the winner of the "Win a Trip to the NCAA
Final Four Sweepstakes" contest. The appearances will include at most a four (4)
hour  session  with Worthy,  the winner,  and one (1) of the  winner's  friends.
Worthy  agrees  that  he will be  available  at a  future  date  and  time to be
designated  by  SportsPrize  and with ten (10) days  written  notice to  Worthy.
SportsPrize  shall pay for the reasonable  travel expenses of Worthy,  including
first class air travel, hotel accommodations, and meals unless



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<PAGE>

such  expenses are already being paid for by another  party,  and, with Worthy's
cooperation, make the travel arrangements for the appearances.

     C.  Worthy  will  attend  one (1) press  conference  to  announce  Worthy's
relationship  with  SportsPrize and his membership on the Sports Advisory Board.
The press conference may include other members of the Sports Advisory Board. The
press  conference  will last no longer than sixty (60)  minutes and  SportsPrize
will give  Worthy  twenty  (20) days  written  notice  of the  conference.  Such
conference shall be held at a place to be determined by SportsPrize.

     D. Subject to  availability,  Worthy  agrees that he will be available at a
future date and time to be designated by SportsPrize  upon ten (10) days written
notice for four (4) on-line chats for the  SportsPrize  Web site of no more than
four (4) hours for promoting an upcoming major basketball event (including,  but
not limited to National Basketball  Association Playoffs and National Collegiate
Athletics  Association Final Four); on-line chats may be done from Worthy's home
or  business  or at a location  designated  by Worthy and  SportsPrize  with the
assistance of a typist hired by SportsPrize. Worthy will also assist in creating
listings of Worthy's top ten basketball memories (including, but not limited to,
"Worthy's Best" and "Worthy's  Worst") for the  SportsPrize Web site.  These two
content  pieces will be written by  SportsPrize  or its agents with guidance and
assistance from Worthy.

     E. Within thirty (30) days of a written request by SportsPrize for Worthy's
autograph,  Worthy will autograph one hundred (100) pieces of Product to be used
as prizes or promotions for the SportsPrize Tournament.

     F.  Worthy  will act in good  faith,  whenever  possible,  to  promote  the
SportsPrize  brand and shall at all  times  act in a manner  appropriate  to his
position as a spokesperson and endorser for a product of the highest quality and
reputation such as SportsPrize. Worthy shall not engage in conduct that reflects
unfavorably upon the good name, good will or image of SportsPrize.

     G.  Worthy  will use  good  faith  efforts  to  assist  in the  signing  of
additional members to either sit on the Sports Advisory Board.  Worthy will also
assist  in  securing  other  sports  personalities  at a  fair  market  rate  to
participate  in "Prizes  Money  Can't Buy"  Program.  Worthy  will assist in the
introduction  of  groups  and/or  organizations  who  may  have an  interest  in
associating with SportsPrize.



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<PAGE>


     H.  Worthy  agrees  that during the Term of the  Agreement,  including  any
option,  renewal or  extension  of the Term,  and for a period of six (6) months
after the  expiration  or  termination  of this  Agreement  he will not endorse,
sponsor,  or  otherwise  serve  as a  spokesperson  for  any  other  sports  and
entertainment  Web site that  directly  competes with the  SportsPrize  business
model, which includes sports trivia and performance prediction tournaments,  nor
grant any  party  the  right to use,  market,  promote  or  advertise  the name,
likeness, image, photograph, signature, voice, endorsement, or similar rights of
publicity  of  Worthy  for any  other  sports  and  entertainment  Web site that
directly competes with the SportsPrize business model. Worthy can be involved in
sports  and  entertainment  Web  sites  that do not  directly  compete  with the
SportsPrize business model.

VI.  Nature of the Services

     A. It is expressly  understood and agreed that the services to be performed
by Worthy and the rights  and  privileges  granted  SportsPrize  impart  certain
obligations and duties of both parties to the public and the trade in connection
with the publication of any and all endorsement materials;

     B. It is further  expressly  understood  and agreed that the services to be
performed  by Worthy  and the  rights  and  privileges  granted  to  SportsPrize
hereunder are special,  unique,  extraordinary  and  impossible of  replacement,
which gives them  peculiar  value,  the loss of which could not be reasonably or
adequately compensated in damages in an action at law, and that Worthy's failure
or refusal to perform Worthy's obligations  hereunder would cause SportsPrize to
suffer irreplaceable loss and damage. Accordingly,  should Worthy fail or refuse
to  perform  such  services,  SportsPrize  shall  be  entitled  to seek ex parte
injunctive or other  equitable  relief against Worthy to prevent the continuance
of such failure or refusal or to prevent Worthy from performing services for, or
granting  rights to others,  in violation of this  Agreement  including  but not
limited to the  provisions  of  paragraph  V.H.  Neither  the right to resort to
injunctive  or other  equitable  relief,  nor the exercise of such right,  shall
constitute a waiver of any other or additional  rights at law or pursuant to the
terms of such right, shall constitute a waiver of any other or additional rights
at law or pursuant to the terms of this  Agreement  which  SportsPrize  may have
against  Worthy  as a result of such  failure  or  refusal.  This  provision  is
excluded from any requirement to arbitrate under paragraph XV.



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<PAGE>

VII. Compensation

     A.   For the above services, Worthy will be compensated as follows:

          1.  SportsPrize  shall grant to Worthy stock  options to acquire up to
     Sixty Thousand  (60,000)  shares of  SportsPrize  common stock at $0.01 per
     share (the  "Stock  Options"),  pursuant  to a stock  option  agreement  in
     substantially  the form  attached  hereto as Exhibit "A" (the "Stock Option
     Agreement").  Of the 60,000 Stock Options which Worthy will acquire herein,
     Worthy  agrees that he is  receiving  5,000  Stock  Options for each of two
     appearances he will make during the Initial Term in the "Prizes Money Can't
     Buy  Program." In the event the 5,000 Stock  Options  acquired by Worthy in
     consideration  for his  appearance  are not worth the equivalent of $10,000
     cash  on the  date of the  appearance,  SportsPrize  will  pay  Worthy  the
     difference in cash between the value of the Stock Options and $10,000. Such
     payment will be made within thirty (30) days of Worthy's  appearance.  Such
     Stock Options  shall vest  immediately  upon  execution and delivery of the
     Stock  Option  Agreement  and  become  immediately  exercisable.  The Stock
     Options and the common stock (the Stock Options, the Appearance Options (as
     defined below), the Additional Options (as defined below), and common stock
     issuable  upon  exercise  shall be referred to herein  collectively  as the
     "Securities") acquirable upon exercise of the Stock Options shall be issued
     pursuant to either:  (i) an  exemption  from  registration  under state and
     federal  securities  laws or (ii)  the  registration  of the  Stock  Option
     Agreement on Form S-8 under the Securities Act, as amended (the "Securities
     Act").

          2. A  commission  equal to  three  percent  (3%) of the face  value of
     consideration  paid in cash during the Term to or by any corporate  sponsor
     that Worthy has  facilitated by way of the initial  referral to SportsPrize
     and has  participated in the development of the  relationship,  payable ten
     (10)  business  days  from the date when  payment  is  received  or paid by
     SportsPrize from or to the referral;

          3. Twelve (12) SportsPrize logo polo shirts, deliverable within thirty
     (30) days of execution of this Agreement;

          4. Twelve (12)  SportsPrize  logo baseball  caps,  deliverable  within
     thirty (30) days of execution of this Agreement; and



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<PAGE>

          5.  Reimbursement  for all  reasonable  expenses  and  costs  incurred
     directly in connection with these services, payable within thirty (30) days
     of receipt by SportsPrize of request for reimbursement.

     B.   Investment Representation

          1. Worthy represents and warrants that Worthy is a:

               a.   A natural person whose  individual  net worth,  or joint net
                    worth  with  that  person's  spouse,  at the  time  of  this
                    purchase  exceeds  US$1,000,000;  and/or

               b.   A natural  person who had an individual  income in excess of
                    US$200,000  in each of the two  most  recent  years or joint
                    income with that person's  spouse in excess of US$300,000 in
                    each of those  years  and has a  reasonable  expectation  of
                    reaching the same income level in the current year; and/or

               c.   An entity in which all of the equity  owners are  accredited
                    investors.

               2.   a. Worthy  represents  and warrants that he is acquiring the
               Securities solely for Worthy's own account for investment and not
               with a view to or for  sale or  distribution  of the  Securities,
               including  the common stock  issuable  upon exercise of the Stock
               Options, the Appearance Options, or the Additional Options or any
               portion  thereof and without  any present  intention  of selling,
               offering to sell or otherwise  disposing of or distributing  such
               Securities or any portion thereof in any transaction other than a
               transaction  complying with the registration  requirements of the
               Securities  Act, and  applicable  state  Securities or "blue sky"
               laws,  or  pursuant  to  an  exemption  therefrom.   Worthy  also
               represents  that the entire legal and beneficial  interest of the
               common  shares that he is  acquiring is being  acquired  for, and
               will be held for, Worthy's account only, and neither in whole nor
               in part for any other person or entity.

                    b. Worthy acknowledges that the Securities are being granted
               or issued as compensation for services and that such compensation
               may be subject to state and federal taxation. Worthy acknowledges
               that any taxes related to the issuance of the  Securities are the
               sole  and  exclusive   responsibility   of  the  Worthy.   Worthy
               acknowledges that SportsPrize has advised Worthy to seek separate
               legal and tax



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<PAGE>

               counsel  in  connection  with  the  negotiation,   execution  and
               delivery of this Agreement.

                    3. Worthy  acknowledges  that SportsPrize has made available
               any and all  documents  related to  SportsPrize  that  Worthy has
               requested,  and Worthy acknowledges that he has received all such
               information as Worthy deems  necessary and  appropriate to enable
               him  to  evaluate  the  financial  risk  inherent  in  making  an
               investment in the Securities (the "Disclosure Documents") and the
               documents  and  materials  submitted  therewith,  which include a
               description   of  the  risks   inherent  in  an   investment   in
               SportsPrize. Worthy further acknowledges that Worthy has received
               satisfactory and complete information concerning the business and
               financial  condition of  SportsPrize in response to all inquiries
               in respect thereof.

                    4. Worthy represents and warrants as follows:

                         a. Worthy  realizes  that Worthy's  acquisition  of the
                    Securities  involves  a high  degree  of risk  and will be a
                    highly  speculative  investment,  and that he or it is able,
                    without impairing Worthy's financial condition,  to hold the
                    Securities for an indefinite period of time.

                         b.  Worthy has  carefully  considered  and has,  to the
                    extent Worthy believes such discussion necessary,  discussed
                    with Worthy's professional legal, tax and financial advisors
                    the  suitability  of an  investment in  SportsPrize  for the
                    particular  tax and  financial  situation of Worthy and that
                    Worthy and/or  Worthy's  advisors have  determined  that the
                    Securities are a suitable investment for Worthy.

                         c. The financial condition and investment of Worthy are
                    such that he, she or it is in a  financial  position to hold
                    the Securities for an indefinite  period of time and to bear
                    the economic  risk of, and withstand a complete loss of, the
                    consideration given.

                         d. Worthy alone, or with the assistance of professional
                    advisors, has such knowledge and experience in financial and
                    business   matters  that  the   undersigned  is  capable  of
                    evaluating the merits and risks of Worthy's  purchase of the
                    Securities,  or  has a  pre-existing  personal  or  business
                    relationship  with  SportsPrize  or  any  of  its  officers,
                    directors,  or controlling  persons of a duration and nature
                    that enables the  undersigned  to be aware of the character,
                    business acumen



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<PAGE>


                    and  general   business  and  financial   circumstances   of
                    SportsPrize or such other person.

                         e. Worthy has carefully read the  Disclosure  Documents
                    and the  documents and materials  submitted  therewith,  and
                    SportsPrize   has  made  available  to  Worthy  or  Worthy's
                    advisors all information  and documents  requested by Worthy
                    relating to investment in the  Securities,  and has provided
                    answers  to  Worthy's   satisfaction   to  all  of  Worthy's
                    questions concerning SportsPrize.

                         f. Although  SportsPrize intends to file a registration
                    on Form S-8 to register the Stock Option Agreement under the
                    Securities Act, Worthy understands that neither  SportsPrize
                    nor any of its officers or directors  has any  obligation to
                    register   the   Securities   under  any  federal  or  state
                    securities act or law.

                         g.  Worthy  has  relied  solely  upon  the   Disclosure
                    Documents  and  the   documents   and  materials   submitted
                    therewith, advice of his or its representatives, if any, and
                    independent  investigations made by Worthy and/or his or its
                    representatives,  if any, in making the decision to purchase
                    the Securities  subscribed for herein and acknowledges  that
                    no  representations or agreements other than those set forth
                    in the  Disclosure  Documents  have  been  made to Worthy in
                    respect thereto.

                         h. All information which Worthy has provided concerning
                    Worthy  himself is correct  and  complete as of the date set
                    forth below,  and if there should be any material  change in
                    such information  prior to the acceptance of the Securities,
                    he will immediately provide such information to SportsPrize.

                         i. Worthy  confirms that Worthy has received no general
                    solicitation  or general  advertisement  and has attended no
                    seminar or meeting (whose attendees have been invited by any
                    general  solicitation  or  general  advertisement)  and  has
                    received no  advertisement  in any newspaper,  magazine,  or
                    similar  media,  broadcast on television or radio  regarding
                    the offering of the Securities.

               5.   Worthy acknowledges that SportsPrize has hereby disclosed to
                    Worthy in writing:

                         a. The  Securities  that Worthy is  acquiring  have not
                    been registered  under the Securities Act, or the securities
                    laws of any state of the United States,  and such Securities
                    must be  held  indefinitely  unless  a  transfer  of them is
                    subsequently



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<PAGE>

                    registered  under the  Securities  Act or an exemption  from
                    such registration is available; and

                         b.  SportsPrize  will make a notation in its records of
                    the above  described  restrictions  on  transfer  and of the
                    legend  described  below.

               6. Worthy agrees that all of the  Securities  shall have endorsed
          thereon a legend to the following effect:

          "THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER
          UNITED STATES FEDERAL OR STATE  SECURITIES LAWS AND MAY NOT BE OFFERED
          FOR  SALE,  SOLD OR  OTHERWISE  TRANSFERRED  OR  ASSIGNED  FOR  VALUE,
          DIRECTLY OR  INDIRECTLY,  NOR MAY THE SECURITIES BE TRANSFERRED ON THE
          BOOKS OF THE  CORPORATION,  WITHOUT  REGISTRATION  OF SUCH  SECURITIES
          UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR
          COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT
          THE  OPTION OF THE  CORPORATION,  TO BE  EVIDENCED  BY AN  OPINION  OF
          SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION,  THAT NO
          VIOLATION  OF SUCH  REGISTRATION  PROVISIONS  WOULD  RESULT  FROM  ANY
          PROPOSED TRANSFER OR ASSIGNMENT."

     C. For any appearances beyond the two (2) appearances for the "Prizes Money
Can't Buy"  Program  set forth  herein and  performed  in the Initial  Term,  as
specified in paragraph V.B.,  SportsPrize  shall pay Worthy ten thousand dollars
($10,000), within thirty (30) days after the appearance(s).

     D. In the event that SportsPrize  exercises the Option Term, Worthy will be
compensated as follows for such Option Term:  SportsPrize  shall grant to Worthy
stock options  exercisable  to acquire up to fifty thousand  (50,000)  shares of
SportsPrize common stock at $0.01 per share (the "Additional Options"), pursuant
to a stock  option  agreement  in  substantially  the form of the  stock  option
agreement  attached hereto as "Exhibit B" (the "Additional  Option  Agreement").
The Additional  Options shall vest and become  immediately  exercisable upon the
execution and delivery of the  Additional  Option  Agreement,  which the parties
agree shall  occur upon the  commencement  of the Option  Term.  The  Additional
Options and the common  stock  acquirable  upon the  exercise of the  Additional
Options shall be issued pursuant to either:  (i) an exemption from  registration
under  state  and  federal  securities  laws or  (ii)  the  registration  of the
Additional  Option  Agreement  on Form  S-8 of the  Securities  Act.  Except  as
otherwise provided



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<PAGE>

in this Agreement,  Worthy shall not be entitled to any additional  compensation
from SportsPrize during the Option Term.

     E. In the event that SportsPrize does not elect to retain Worthy's services
during the Option Term, Worthy will receive no additional compensation.

VIII. Representations and Warranties

     A. Worthy warrants and represents that:

          (i) he has the full  right  and  legal  authority  to enter  into this
     Agreement,  to grant the rights set forth  hereinabove,  and to the best of
     his knowledge to fully perform in accordance  with its terms and that in so
     doing  he will  not be in  violation  of any  agreement,  understanding  or
     obligation to which he is or previously  was a party or in violation of the
     rights of any third party;

          (ii) there are no contractual  obligations  preventing the fulfillment
     of this Agreement,  or materially impairing or diminishing the value of the
     rights granted hereunder;

          (iii) he will not make any  agreements,  commitments  or  arrangements
     whatsoever  with any  person or entity  that may,  in any  manner or to any
     extent, affect the rights of SportsPrize under this Agreement; and

          (iv) in performing his responsibilities  under this Agreement,  Worthy
     will  comply  with all laws and  regulations  that may concern or relate to
     such performance.

     B. SportsPrize  warrants and represents that it has the right to enter into
this  Agreement  and to grant the rights as set forth  hereinabove.  SportsPrize
will comply with all applicable laws and is a corporation in good standing.



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<PAGE>


IX.  Mutual Indemnification

     A.  Worthy  agrees to  indemnify  and hold  SportsPrize  and its  officers,
employees, agents, directors, shareholders and assigns harmless from and against
any and all losses, costs,  damages,  charges,  claims, legal fees,  recoveries,
judgments,  penalties and/or reasonable  expenses which may be obtained against,
imposed  upon,  or  suffered  by  SportsPrize  by  reason  of any  breach of any
representation,  warranties or agreements made by Worthy under this Agreement or
by virtue of any act committed by Worthy.

     B. SportsPrize will indemnify and hold Worthy and Big Game James, Inc. (and
its  officers,  employees,  and  agents)  harmless  from and against any and all
losses,  costs, damages,  charges,  claims, legal fees,  recoveries,  judgments,
penalties  and/or  reasonable  expenses which may be obtained  against,  imposed
upon, or suffered by Worthy, Big Game James, Inc. or its officers,  employees or
agents by reason of any use or content  of the  advertising  materials  produced
hereunder  or the  Product  advertised  therein or the  services of Worthy or by
reason of  SportsPrize's  general  operation.  During the  Initial  Term and any
extension  thereof of this  Agreement,  SportsPrize  shall include  Worthy as an
additional  named  insured  under  SportsPrize's  product and general  liability
insurance  policies and shall provide Worthy with  certificates  evidencing such
coverage. SportsPrize will maintain $10 million of general liability insurance.

X.   Termination

     A. SportsPrize, without prejudice to any other right or remedy available to
it, shall have the right to terminate  this Agreement upon ten (10) days written
notice if SportsPrize becomes aware that Worthy fails,  refuses,  neglects or is
unable to render material services as contemplated  hereunder because of any act
which  brings  him into  public  disrepute,  scandal or  ridicule,  or shocks or
offends  the  community,   or  derogates  from  the  public  image  or  reflects
unfavorably  upon  SportsPrize or any of its products or services  including but
not limited to making unfavorable  statements about SportsPrize or being charged
with a felony or other serious crime, willful refusal, failure to cooperate with
SportsPrize, mental disability,  impairment, illness, including, but not limited
to,  any  substantial  facial,  or  bodily  disfigurement  or  change  which  in
SportsPrize's  sole judgment  materially  interferes with the ability to perform
properly the services  required  hereunder unless Worthy shall completely remedy
the violation  within ten (10) days to the  satisfaction of SportsPrize.  In the
event that SportsPrize, at its sole discretion,




                                       12
<PAGE>

terminates this Agreement,  the compensation to Worthy shall be reduced pro rata
in proportion to (i) the services rendered,  if any, and (ii) the period of use,
marketing, promotion or advertisement of the Product, if any, by SportsPrize and
will be paid to  SportsPrize  in an amount  equal to the greater of the pro rata
fair market value (as quoted on the National  Association of Securities  Dealers
Over-The-Counter  Bulletin  Board ("NASD  OTCBB")),  or any other national stock
exchange that the Company's  stock is  subsequently  listed on, of the shares of
Common Stock issued  pursuant to the Stock  Options,  Appearance  Options or the
Additional  Options,  if any,  (i) at the  date of  grant or (ii) at the date of
termination notice.

     B. Worthy may terminate this Agreement  immediately  with written notice to
SportsPrize and without any further  obligations (as of the date of termination)
in any of the following situations:

          1. In the event  SportsPrize  is  adjudicated  as insolvent,  declares
bankruptcy, or fails to continue its business.

          2. In the event SportsPrize is late in the delivery of any of Worthy's
payments,  whether stock options or money and fails to make payment  within five
(5) business days of receipt of Worthy's written request for such payment.

     C. Upon  termination  or  expiration of this  Agreement,  all rights herein
granted to SportsPrize shall revert to Worthy.  SportsPrize may not use Worthy's
name,  image,  likeness,  photograph  or similar  right of  publicity  after the
termination or expiration of this Agreement.







                                       13
<PAGE>

XI.  Consent in the Event of Death

     The parties agree that, in the event of Worthy's death during the Agreement
term, any renewals or extensions  thereof,  SportsPrize shall have the option to
continue  marketing the Product utilizing Worthy's name,  likeness,  photograph,
voice,  image,  endorsement,   or  similar  right  of  publicity  in  connection
therewith,  for the duration of the Agreement  term,  any renewals or extensions
thereof, under the same terms and conditions as set forth in this Agreement.  In
the event that SportsPrize shall instead elect to terminate such marketing,  the
compensation  to  Worthy  shall be  reduced  pro rata in  proportion  to (i) the
services  rendered up to the date of death,  if any, and (ii) the period of use,
marketing,  promotion or  advertisement  of the Product,  if any, by SportsPrize
SportsPrize and will be paid to SportsPrize in an amount equal to the greater of
the pro rata fair  market  value (as  quoted  on the NASD  OTCBB),  or any other
national stock exchange that the Company's stock is  subsequently  listed on, of
the shares of Common  Stock  issued  pursuant to the Stock  Options,  Appearance
Options or the Additional  Options,  if any, (i) at the date of grant or (ii) at
the date of termination notice.

XII. Severability

     The findings,  declaration,  decision,  or determination by any judicial or
administrative  authority that any term, provision,  right or obligation of this
Agreement  is void  or  unenforceable  shall  not  operate  or be  construed  to
invalidate or nullify the remaining  terms,  provisions,  rights or  obligations
contained in this  Agreement,  which terms,  provisions,  rights or  obligations
shall continue to remain in full force and effect,  unless  SportsPrize,  in its
discretion, decides that such findings, declaration,  decision, or determination
adversely affects the original intent of the parties, in which event SportsPrize
shall have the right to terminate  this  Agreement upon thirty (30) days written
notice to Worthy.

XIII. Force Majeure

     Neither  party will be deemed in default  of this  Agreement  to the extent
that performance of their respective  obligations or attempts to cure any breach
are delayed or prevented by reason of any act of God,  fire,  natural  disaster,
accident,  act of government,  war,  shortages of materials or supplies,  or any
other cause beyond the reasonable control of either party; provided, that either
gives the other party written  notice thereof within thirty (30) working days of
discovery thereof.





                                       14
<PAGE>

In the event of such a Force Majeure,  the time for  performance or cure will be
extended  for a period  equal to the  duration  of the Force  Majeure but not in
excess of six (6) months.

XIV. Governing Law

     This  Agreement  shall be governed by the laws of the State of  California,
without regard to its conflict of laws rules,  and the parties,  thus,  agree to
submit to the  jurisdiction  of the  California  courts  for  resolution  of any
disputes arising at any time relating to this Agreement.

XV.  Arbitration

     Except as noted above in paragraph VI, any and all differences and disputes
between the parties arising out of or under, or related to, this Agreement shall
be resolved in arbitration before the American  Arbitration  Association ("AAA")
and in accordance with its Commercial  Rules.  Any such  arbitration  proceeding
shall take place in Los Angeles, California before a single arbitrator appointed
by the AAA. All arbitration awards shall be final and binding upon the parties.

XVI. Successors and Assigns

     The terms and  conditions  of this  Agreement  are binding upon the parties
hereto,  their  successors,  heirs,  executors,  administrators,  affiliates and
assignees, except that Worthy's grant, services, and performance obligations are
neither assignable or transferable.

XVII. Construction

     Headings of the paragraphs herein are for convenience of reference only and
are without substantive significance.

XVIII. Complete Agreement

     This  Agreement  constitutes  the  entire  agreement  between  the  parties
relating to the subject matter hereof,  supersedes all prior agreements relating
to the  subject  matter,  and may be  amended  or  terminated  only  by  written
instrument signed by both parties.






                                       15
<PAGE>

XIX. Ownership

     The Product and any and all marketing, promotional or advertising materials
in any form  produced  hereunder  will be and remain the  absolute  property  of
SportsPrize forever, including but not limited to, any all intellectual property
including  or  encompassing  copyrights,  trademarks,  service  marks,  designs,
images, photographs, depictions, pictures, patents, trade secrets, among any and
all other proprietary  rights, and the parties recognize,  acknowledge and agree
that  Worthy  has no  right,  title  or  interest  in or to any or all of  these
aforementioned  materials, and hereby assigns and transfers ownership of any and
all  rights  or  claims in  connection  with  these  materials  to  SportsPrize.
Notwithstanding the foregoing, Worthy will retain the copyright ownership in the
content  pieces  referred to in paragraph V.D. and  SportsPrize  will retain the
right to publish these content  pieces during the Initial Term and any extension
thereof of this Agreement.

XX.  Confidentiality

     A. The parties  recognize and acknowledge  that the terms and provisions of
this Agreement, and any disputes arising thereunder,  are confidential in nature
and,  therefore,  agree not to disclose the content or substance  thereof to any
third  parties  other than  counsel  and  accountants  and as may be  reasonably
required in order to comply with any obligations imposed by the Agreement, or to
comply with any  statute,  ordinance,  rule,  regulation,  or other law or court
order.

     B. Worthy shall keep  confidential all information  supplied by SportsPrize
to him in connection with his rendering of services to SportsPrize. Worthy shall
not disclose or disseminate any of such information without  SportsPrize's prior
written approval.







                                       16
<PAGE>

XXI. Notices

     All  notices to be sent  pursuant to the terms of this  Agreement  shall be
given by  certified  or  registered  mail,  postage  prepaid,  to the  addresses
indicated  below unless the parties  hereinafter so notify each other in writing
of different addresses. In addition,  delivery by facsimile transmission will be
permissible,  with notice effective as of the date of the transmission,  so long
as a copy of such transmission is also promptly sent by first class mail.

         If to SportsPrize:         SportsPrize Entertainment, Inc.
                                    13101 Washington Boulevard,
                                    Suite 131
                                    Los Angeles, California  90066
                                    Attention: President
                                    Fax:  (310) 566-7150

         If to Worthy:              Big Game James, Inc.
                                    James Worthy
                                    11666 Goshen Avenue,
                                    Suite 316
                                    Los Angeles, California  90049


XXII. Relationship of the Parties

     This Agreement  does not create a partnership or joint venture  between the
parties,  and Worthy is neither an employee nor agent of SportsPrize,  and as an
independent  contractor,  shall have no power to obligate or bind SportsPrize in
any  manner.  Worthy  has  no  right  to  use  any  SportsPrize   trademarks  or
intellectual  property rights except in connection with  performance  under this
agreement.

XXIII. Non - Waiver

     Any failure or delay by a party in the  exercise of any of its rights under
this Agreement shall not be construed as a waiver of such rights,  nor shall any
such failure or delay preclude the exercise of such rights at any later time.




                                       17
<PAGE>

     IN WITNESS WHEREOF,  the parties have executed this Agreement by their duly
authorized representatives on the dates indicated below.

SportsPrize Entertainment Inc.              Big Game James, Inc.
                                            James Worthy

By: /s/ Bruce R. Cameron                    By: /s/ James Worthy
    -----------------------------               --------------------------------
    Bruce R. Cameron                            James Worthy

Its:  President and Chief
      Financial Officer

Date: March 8, 2000                         Date: March 2, 2000






                                       18

<PAGE>

                                    Exhibit A

                         SPORTSPRIZE ENTERTAINMENT INC.

                             STOCK OPTION AGREEMENT


     THIS AGREEMENT is entered into  effective as of the 1st day of March,  2000
("Date of Grant") between  SPORTSPRIZE  ENTERTAINMENT INC., a Nevada corporation
(the "Company"), and Big Game James, Inc. f/s/o James Worthy (the "Optionee").

     WHEREAS, the Board of Directors of the Company (the "Board") has authorized
and approved a services and promotional agreement by and between the Company and
the Optionee effective as of March 1, 2000 (the "Services Agreement"),  pursuant
to which the Board is authorized to grant to Optionee  stock options to purchase
up to Sixty Thousand (60,000) shares of common stock of the Company (the "Common
Stock");

     WHEREAS,  the  Optionee  has agreed to provide  the  Company  with  certain
services in consideration of the options granted under this agreement;

     WHEREAS, the certain shareholders of the Company have agreed to pool shares
of their  common  stock and  agreed to make such  shares  available  to  certain
service providers for the benefit of the Company, as authorized by the Board;

     WHEREAS,  the pooling shareholders have contributed Sixty Thousand (60,000)
shares of common  stock to the Company  pursuant to the terms of a  contribution
agreement for the purposes of granting the option to the Optionee;

     WHEREAS,  the Board has  determined  that it is in the best interest of the
Company to grant to Optionee options to purchase a total of up to Sixty Thousand
(60,000) shares of Common Stock (the "Options"),  which Options are intended not
to be incentive  stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code");

     NOW,  THEREFORE,  the Company agrees to offer to the Optionee the option to
purchase,  upon the  terms  and  conditions  set forth  herein,  Sixty  Thousand
(60,000) shares of Common Stock.  Capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Services Agreement.

     1. Exercise Price. The options shall be exercisable at $0.01 per share.

     2. Limitation on the Number of Shares.  The number of shares,  which may be
acquired upon exercise  thereof is subject to the  limitations set forth in this
Agreement and the Services Agreement.



                                      -1-
<PAGE>

     3.  Vesting  Schedule.  The  Options  may  be  exercised  immediately  upon
execution and delivery of this Agreement.

     4. Options not Transferable. This Option may not be transferred,  assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable  laws of descent and  distribution or pursuant
to a qualified  domestic relations order, and shall not be subject to execution,
attachment or similar process;  provided,  however,  such Option is transferable
without payment of  consideration to immediate family members of the Optionee or
to  trusts  or  partnerships  established  exclusively  for the  benefit  of the
Optionee  and the  Optionee's  immediate  family  members.  Upon any  attempt to
transfer, pledge, hypothecate or otherwise dispose of any Option or of any right
or privilege  conferred by this Agreement contrary to the provisions thereof, or
upon the sale,  levy or  attachment  or  similar  process  upon the  rights  and
privileges  conferred by this Agreement or the Services  Agreement,  such Option
shall thereupon terminate and become null and void.

     5. Investment Intent. By accepting the option, the Optionee  represents and
agrees that none of the shares of Common Stock  purchased  upon  exercise of the
Option will be distributed in violation of applicable federal and state laws and
regulations.  In addition, the Company may require, as a condition of exercising
the Options,  that the Optionee  execute an  undertaking,  in such a form as the
Company shall  reasonably  specify,  that the Stock is being  purchased only for
investment  and without any  then-present  intention to sell or distribute  such
shares.

     6.  Termination  of Service  Agreement  and Options.  Vested  Options shall
terminate,  to the extent not previously  exercised,  upon the occurrence of the
first of the following events:

     (i) Expiration: Two years from the vesting date of such options;

     (ii)  Termination for Cause:  The date of the Company's  termination of the
     contractual  relationship  with  Optionee  pursuant to section  X.A. of the
     Services Agreement.

     (iii)  Termination  Due to Death or  Disability:  The expiration of one (1)
     year  from  the  date of the  death  of the  Optionee  or  cessation  of an
     Optionee's contractual  relationship by reason of disability (as defined in
     the Services  Agreement).  If an  Optionee's  contractual  relationship  is
     terminated by death,  any Option held by the Optionee  shall be exercisable
     only by the  person or persons to whom such  Optionee's  rights  under such
     Option  shall pass by the  Optionee's  will or by the laws of  descent  and
     distribution.

     (iv)  Termination for Any Other Reason:  The expiration of ninety (90) days
     from the date of an Optionee's termination of contractual relationship with
     the Company for any reason whatsoever other than cause, death or disability
     (as defined in the Services Agreement).



                                      -2-
<PAGE>

     7. Stock. In the case of any stock split,  stock dividend or like change in
the nature of shares of Stock  covered by this  Agreement,  the number of shares
and exercise price shall be proportionately adjusted.

     8. Exercise of Option. Options shall be exercisable, in full or in part, at
any time after vesting, until termination;  provided, however, that any Optionee
who is subject to the reporting  and  liability  provisions of Section 16 of the
Securities  Exchange  Act of 1934 with  respect  to the  Common  Stock  shall be
precluded  from  selling  or  transferring  any Common  Stock or other  security
underlying an Option during the six (6) months  immediately  following the grant
of that Option. If less than all of the shares included in the vested portion of
any Option are purchased,  the remainder may be purchased at any subsequent time
prior to the  expiration  of the Option term.  No portion of any Option for less
than one hundred (100) shares (as adjusted) may be exercised;  provided, that if
the vested  portion of any Option is less than one hundred (100) shares,  it may
be  exercised  with  respect to all  shares  for which it is vested.  Only whole
shares may be issued  pursuant  to an Option,  and to the extent  that an Option
covers less than one (1) share, it is unexercisable.

     Each  exercise  of the Option  shall be by means of delivery of a notice of
election to exercise  (which may be in the form attached hereto as Exhibit A) to
the Secretary of the Company at its principal  executive office,  specifying the
number of shares of Common Stock to be purchased and  accompanied  by payment in
cash by certified  check or cashier's  check in the amount of the full  exercise
price for the Common Stock to be purchased.

     9.  Professional  Advice.  The  acceptance  of the  Options and the sale of
Common  Stock issued  pursuant to the exercise of Options may have  consequences
under federal and state tax and securities  laws,  which may vary depending upon
the  individual  circumstances  of  the  Optionee.   Accordingly,  the  Optionee
acknowledges  that he or she has been  advised  to consult  his or her  personal
legal and tax advisor in connection  with this Agreement and his or her dealings
with respect to Options for the Common Stock.

     10. No Employment Relationship. Except as otherwise provided in the Service
Agreement,  the  grant  of an  Option  shall  in no way  constitute  any form of
agreement or understanding binding on the Company,  express or implied, that the
Company will contract with, or otherwise employ,  the Optionee for any length of
time,  nor shall it interfere in any way with the  Company's  right to terminate
Optionee's contractual relationship at any time, which right is hereby reserved.

     11. Entire Agreement.  This Agreement and the Service Agreement is the only
agreement between the Optionee, and the Company with respect to the Options, and
this Agreement and the Service Agreement supersede all prior and contemporaneous
oral and written statements and representations and contain the entire agreement
between the parties with respect to the Options.



                                      -3-
<PAGE>

     12. Notices. Any notice required or permitted to be made or given hereunder
shall be mailed or delivered  personally to the addresses set forth below, or as
changed from time to time by written notice to the other:

     The Company:              SportsPrize Entertainment Inc.
                               13101 Washington Boulevard, Suite 131
                               Los Angeles, California  90066
                               Attention: President

     The Optionee:             Big Game James, Inc.
                               James Worthy
                               11666 Goshen Avenue, Suite 316
                               Los Angeles, California  90049


Dated this 8th day of March, 2000.

SPORTSPRIZE ENTERTAINMENT INC.


By: /s/ Bruce R. Cameron
    ----------------------------------
    Bruce R. Cameron

Its:  President and Chief Financial Officer


BIG GAME JAMES, INC. F/S/O JAMES WORTHY


/s/ James Worthy
--------------------------------------
James Worthy





                                      -4-
<PAGE>


     THERE  MAY NOT BE  PRESENTLY  AVAILABLE  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES OF STOCK UPON  EXERCISE  OF THESE  OPTIONS.  ACCORDINGLY,  THESE  OPTIONS
CANNOT BE EXERCISED  UNLESS  THESE  OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON  EXERCISE  OF THESE  OPTIONS  ARE  REGISTERED  OR AN  EXEMPTION  FROM  SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.

     THE SHARES OF STOCK  ISSUED  PURSUANT TO THE  EXERCISE  OF OPTIONS  WILL BE
"RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THE
COMPANY IS NOT  OBLIGATED TO REGISTER  THE SHARES OF STOCK OR TO MAKE  AVAILABLE
ANY EXEMPTION FROM REGISTRATION.











                                      -5-
<PAGE>

                      EXHIBIT "A" to Stock Option Agreement

                         Notice of Election to Exercise

     This Notice of Election to Exercise shall constitute proper notice pursuant
to Section 8 of that certain Stock Option Agreement (the  "Agreement")  dated as
of the ____ day of _____________,  2000 between  SportsPrize  Entertainment Inc.
(the "Company") and the undersigned.

     The  undersigned  hereby elects to exercise  Optionee's  option to purchase
__________  shares of the common stock of the Company at a price of  $__________
per share, for aggregate  consideration of $______,  on the terms and conditions
set forth in the Agreement. Such aggregate consideration,  in the form specified
in Section 8 of the Agreement, accompanies this notice.

     The undersigned has executed this Notice this ____ day of __________, 200_.



                                   ---------------------------------------------
                                   Signature

                                   ---------------------------------------------
                                   Name (typed or printed)









                                      -6-


<PAGE>


                                    Exhibit B

                         SPORTSPRIZE ENTERTAINMENT INC.

                           ADDITIONAL OPTION AGREEMENT

     THIS AGREEMENT is entered into as of the ____ day of February,  2001 ("Date
of Grant") between  SPORTSPRIZE  ENTERTAINMENT  INC., a Nevada  corporation (the
"Company"), and Big Game James, Inc. f/s/o James Worthy (the "Optionee").

     WHEREAS, the Company has entered into a services and promotional  agreement
with the  Optionee  effective  as of March 1, 2000 (the  "Services  Agreement"),
pursuant to which the Company has agreed to grant to Optionee  stock  options to
purchase up to Fifty  Thousand  (50,000)  shares of common  stock of the Company
(the "Common Stock") under an option term of two years;

     WHEREAS,  the  Company  provided  the  Optionee  with  notice to extend the
agreement for the option term and the Optionee has agreed to provide the Company
with  certain  services  in  consideration  of the  options  granted  under this
agreement;

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that it is in the best  interest of the Company to grant to Optionee  options to
purchase a total of up to Fifty  Thousand  (50,000)  shares of Common Stock (the
"Options"),  which Options are intended not to be incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code");

     NOW,  THEREFORE,  the Company agrees to offer to the Optionee the option to
purchase,  upon the  terms  and  conditions  set forth  herein,  Fifty  Thousand
(50,000) shares of Common Stock.  Capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Services Agreement.

     1. Exercise Price. The options shall be exercisable at $0.01 per share.

     2. Limitation on the Number of Shares.  The number of shares,  which may be
acquired upon exercise  thereof is subject to the  limitations set forth in this
Agreement and the Services Agreement.

     3.  Vesting  Schedule.  The  Options  may  be  exercised  immediately  upon
execution and delivery of this Agreement.

     4. Options not Transferable. This Option may not be transferred,  assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will, by applicable  laws of descent and  distribution or pursuant
to a qualified  domestic relations order, and shall not be subject to execution,
attachment or similar process;  provided,  however,  such Option is transferable
without payment of  consideration to immediate family members of the Optionee or
to  trusts  or  partnerships  established  exclusively  for the  benefit  of the
Optionee



                                      -1-
<PAGE>

and the  Optionee's  immediate  family  members.  Upon any attempt to  transfer,
pledge,  hypothecate  or  otherwise  dispose  of any  Option  or of any right or
privilege  conferred by this Agreement  contrary to the provisions  thereof,  or
upon the sale,  levy or  attachment  or  similar  process  upon the  rights  and
privileges  conferred by this Agreement or the Services  Agreement,  such Option
shall thereupon terminate and become null and void.

     5. Investment Intent. By accepting the option, the Optionee  represents and
agrees that none of the shares of Common Stock  purchased  upon  exercise of the
Option will be distributed in violation of applicable federal and state laws and
regulations.  In addition, the Company may require, as a condition of exercising
the Options,  that the Optionee  execute an  undertaking,  in such a form as the
Company shall  reasonably  specify,  that the Stock is being  purchased only for
investment  and without any  then-present  intention to sell or distribute  such
shares.

     6.  Termination  of Service  Agreement  and Options.  Vested  Options shall
terminate,  to the extent not previously  exercised,  upon the occurrence of the
first of the following events:

     (i) Expiration: Two years from the vesting date of such options;

     (ii)  Termination for Cause:  The date of the Company's  termination of the
     contractual  relationship  with  Optionee  pursuant to section  X.A. of the
     Services Agreement.

     (iii)  Termination  Due to Death or  Disability:  The expiration of one (1)
     year  from  the  date of the  death  of the  Optionee  or  cessation  of an
     Optionee's contractual  relationship by reason of disability (as defined in
     the Services  Agreement).  If an  Optionee's  contractual  relationship  is
     terminated by death,  any Option held by the Optionee  shall be exercisable
     only by the  person or persons to whom such  Optionee's  rights  under such
     Option  shall pass by the  Optionee's  will or by the laws of  descent  and
     distribution.

     (iv)  Termination for Any Other Reason:  The expiration of ninety (90) days
     from the date of an Optionee's termination of contractual relationship with
     the Company for any reason whatsoever other than cause, death or disability
     (as defined in the Services Agreement).

     7. Stock. In the case of any stock split,  stock dividend or like change in
the nature of shares of Stock  covered by this  Agreement,  the number of shares
and exercise price shall be proportionately adjusted.

     8. Exercise of Option. Options shall be exercisable, in full or in part, at
any time after vesting, until termination;  provided, however, that any Optionee
who is subject to the reporting  and  liability  provisions of Section 16 of the
Securities  Exchange  Act of 1934 with  respect  to the  Common  Stock  shall be
precluded  from  selling  or  transferring  any Common  Stock or other  security
underlying an Option during the six (6) months immediately following the grant



                                      -2-
<PAGE>

of that Option. If less than all of the shares included in the vested portion of
any Option are purchased,  the remainder may be purchased at any subsequent time
prior to the  expiration  of the Option term.  No portion of any Option for less
than one hundred (100) shares (as adjusted) may be exercised;  provided, that if
the vested  portion of any Option is less than one hundred (100) shares,  it may
be  exercised  with  respect to all  shares  for which it is vested.  Only whole
shares may be issued  pursuant  to an Option,  and to the extent  that an Option
covers less than one (1) share, it is unexercisable.

     Each  exercise  of the Option  shall be by means of delivery of a notice of
election to exercise  (which may be in the form attached hereto as Exhibit A) to
the Secretary of the Company at its principal  executive office,  specifying the
number of shares of Common Stock to be purchased and  accompanied  by payment in
cash by certified  check or cashier's  check in the amount of the full  exercise
price for the Common Stock to be purchased.

     9.  Professional  Advice.  The  acceptance  of the  Options and the sale of
Common  Stock issued  pursuant to the exercise of Options may have  consequences
under federal and state tax and securities  laws,  which may vary depending upon
the  individual  circumstances  of  the  Optionee.   Accordingly,  the  Optionee
acknowledges  that he or she has been  advised  to consult  his or her  personal
legal and tax advisor in connection  with this Agreement and his or her dealings
with respect to Options for the Common Stock.

     10. No Employment Relationship. Except as otherwise provided in the Service
Agreement,  the  grant  of an  Option  shall  in no way  constitute  any form of
agreement or understanding binding on the Company,  express or implied, that the
Company will contract with, or otherwise employ,  the Optionee for any length of
time,  nor shall it interfere in any way with the  Company's  right to terminate
Optionee's contractual relationship at any time, which right is hereby reserved.

     11. Entire Agreement.  This Agreement and the Service Agreement is the only
agreement between the Optionee, and the Company with respect to the Options, and
this Agreement and the Service Agreement supersede all prior and contemporaneous
oral and written statements and representations and contain the entire agreement
between the parties with respect to the Options.

     12. Notices. Any notice required or permitted to be made or given hereunder
shall be mailed or delivered  personally to the addresses set forth below, or as
changed from time to time by written notice to the other:

        The Company:              SportsPrize Entertainment Inc.
                                  13101 Washington Boulevard, Suite 131
                                  Los Angeles, California  90066
                                  Attention: President



                                      -3-
<PAGE>

        The Optionee:             Big Game James, Inc.
                                  James Worthy
                                  11666 Goshen Avenue, Suite 316
                                  Los Angeles, California  90049



Dated this ___ day of February, 2001.

SPORTSPRIZE ENTERTAINMENT INC.


By: ----------------------------------
    Bruce R. Cameron

Its:  President and Chief Financial Officer


BIG GAME JAMES, INC. F/S/O JAMES WORTHY


--------------------------------------
James Worthy











                                      -4-
<PAGE>

     THERE  MAY NOT BE  PRESENTLY  AVAILABLE  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS FOR THE ISSUANCE OF
SHARES OF STOCK UPON  EXERCISE  OF THESE  OPTIONS.  ACCORDINGLY,  THESE  OPTIONS
CANNOT BE EXERCISED  UNLESS  THESE  OPTIONS AND THE SHARES OF STOCK TO BE ISSUED
UPON  EXERCISE  OF THESE  OPTIONS  ARE  REGISTERED  OR AN  EXEMPTION  FROM  SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE.

     THE SHARES OF STOCK  ISSUED  PURSUANT TO THE  EXERCISE  OF OPTIONS  WILL BE
"RESTRICTED  SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933
AND WILL BEAR A LEGEND RESTRICTING RESALE UNLESS THEY ARE REGISTERED UNDER STATE
AND FEDERAL SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.  THE
COMPANY IS NOT  OBLIGATED TO REGISTER  THE SHARES OF STOCK OR TO MAKE  AVAILABLE
ANY EXEMPTION FROM REGISTRATION.













                                      -5-
<PAGE>


                   EXHIBIT "A" to Additional Option Agreement

                         Notice of Election to Exercise

     This Notice of Election to Exercise shall constitute proper notice pursuant
to Section 8 of that certain Additional Option Agreement (the "Agreement") dated
as of the ____ day of _____________, 2001 between SportsPrize Entertainment Inc.
(the "Company") and the undersigned.

     The  undersigned  hereby elects to exercise  Optionee's  option to purchase
__________  shares of the common stock of the Company at a price of  $__________
per share, for aggregate  consideration of $______,  on the terms and conditions
set forth in the Agreement. Such aggregate consideration,  in the form specified
in Section 8 of the Agreement, accompanies this notice.

     The undersigned has executed this Notice this ____ day of __________, 200_.



                                   ---------------------------------------------
                                   Signature

                                   ---------------------------------------------
                                   Name (typed or printed)



</TEXT>
</DOCUMENT>
