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Advisory Agreement - Michael Jordan, Falk Associates Management Enterprises and SportsLine USA Inc.

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                               ADVISORY AGREEMENT
         
This Agreement is entered into as of June 20, 1997 (the "EFFECTIVE DATE") by and
among MICHAEL JORDAN ("JORDAN"), FALK ASSOCIATES MANAGEMENT ENTERPRISES ("FAME")
and SPORTSLINE USA, INC., A DELAWARE CORPORATION ("SPORTSLINE") and provides as
follows:
            
SportsLine desires to contract with Jordan for certain services and to obtain
from Jordan certain content for distribution through its sports-oriented online
service currently located at universal resource locator
"http://cbs.sportsline.com" (the "SPORTSLINE SERVICE"), and Jordan is willing to
render such services, on the terms and conditions set forth herein. For and in
consideration of the mutual terms and conditions set forth in this Agreement,
the receipt and adequacy of which is hereby acknowledged, the parties agree as
follows:
            
1.  TERM. The term of this Agreement shall be as set forth in EXHIBIT "A" (the
    "TERM").
                 
2.  SERVICES, RIGHTS & CONTENT. SportsLine end Jordan agreeto create a
    designated area of the SportsLine Service as the exclusive Jordan-authorized
    web site that features content to be provided by or on behalf of Jordan
    (hereinafter, the "JORDAN WEB SITE"). The Jordan Web Site will be hosted and
    operated by SportsLine on SportsLine's servers at a World Wide Web address
    (the "JORDAN URL") mutually agreed upon by the parties as may be adopted
    from time to time (tentatively, "michaeljordan.com"), and shall contain
    prominent links to the SportsLine Service. As more fully set forth herein,
    Jordan agrees to fully provide the content and perform the services outlined
    herein including but not limited to the services and content set forth on
    EXHIBIT "B."
                 
3.  EXCLUSIVITY. During the Term, and subject to any rights granted to the NBA
    pursuant to the NBA's Group Licensing Agreement (Jordan and FAME hereby
    acknowledge that, as of the Effective Date, Jordan has opted out of and is
    not currently subject to the NBA Group Licensing Agreement) or any other
    rights granted to the NBA pursuant to Jordan's contract with the Chicago
    Bulls, Jordan shall not be employed by, act as a consultant to, provide any
    content, chat sessions, information, products (including but not limited to
    merchandise and memorabilia) or services to, or otherwise render services of
    any nature for or on behalf of, any internet or World Wide Web (including
    but not limited to ESPN SportsZone, CNN/Si, Sporting News, NBC Sports,
    FoxSports, etc.), commercial online (including but not limited to Microsoft
    Network, America Online, CompuServe, etc.), electronic or similar service
    (regardless of whether such service is accessible through the Internet or
                 
                              CONFIDENTIAL AND PROPRIETARY
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    otherwise). In addition, as more fully set forth herein, Jordan hereby
    grants SportsLine an exclusive, world-wide license both online and off-
    line, to create the official Jordan Fan Clubs (as defined herein); however,
    that the foregoing shall not prohibit any of the sponsors listed on EXHIBIT
    "D" attached hereto (each, a "JORDAN ENDORSEMENT COMPANY") from distributing
    information, advertising, or product samples to Jordan fans so long as such
    activities are not reasonably construed to be in the nature of Fan Club
    activities in order to avoid confusion in the marketplace and to avoid
    adversely affecting the effectiveness of the Jordan Fan Clubs. Jordan
    understands and agrees that SportsLine shall not be prevented nor barred
    from retaining other persons or entities to provide services of the same
    nature or similar nature as those described herein or of any nature
    whatsoever. SportsLine acknowledges that the Jordan Endorsement Companies,
    WorldCom (in particular, with respect to Internet access services) and the
    NBA may have certain marketing rights that may extend to the Internet and
    which rights shall not be considered a breach of this Agreement; provided,
    however, under no circumstances may those rights include the creation of a
    Web site containing and content similar to the Jordan Information or have
    the same look and feel of the Jordan Web Site nor any interviews, chat
    sessions, or other services as provided herein.
            
4.  PROMOTION. Jordan shall use his best efforts to (i) secure from his
    corporate sponsors and endorsers promotion of the Jordan Web Site in all
    print, direct mail, radio and television advertisements, infomercials, and
    other traditional, electronic and online marketing and promotional vehicles
    used by such sponsors and endorsers to promote Jordan, including arranging
    to have the Jordan URL displayed on hanging tags on Jordan's endorsers' or
    licensees' signature line of apparel and/or equipment, and any books and
    documentaries; and (ii) mention the Jordan Web Site and Jordan URL in all
    appropriate interviews and appearances of Jordan (the "PROMOTIONAL
    EFFORTS"). The Promotional Efforts shall prominently feature the lordan URL
    followed by the promotional statement "a SportsLine USA Powered Web Site" or
    other similar language designated by SportsLine, and display the Jordan URL,
    as may be adopted from time to time. SportsLine will actively promote the
    Jordan Web Site both within the SportsLine service and on other Web sites
    consistent with SportsLine's promotion of its other superstar Web Sites.
            
5.  SPONSORSHIP/ENDORSEMENT CONFLICTS.
            
    (a) SportsLine agrees and acknowledges that FAME and Jordan shall have the
        right to approve, in their absolute discretion, any third-
            
                          CONFIDENTIAL AND PROPRIETARY
            
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        party corporate sponsorships for the Jordan Web Site, and that any use
        of Jordan's name and likeness in connection with any third-party
        corporation or sponsor is subject to prior written approval by Jordan
        and FAME, based upon Jordan's pre-existing Agreements with Jordan
        Endorsement Companies. In the event FAME or Jordan disapproves any
        third-party corporate sponsorship, FAME or Jordan, as applicable, shall
        provide SportsLine with FAME's and/or Jordan's reasons in writing.
        However, SportsLine acknowledges that there will be certain situations
        where, due to pre-existing third party agreements or in Jordan's sole
        discretion, Jordan cannot or will not grant approval to certain
        products, sponsorships and/or advertising in connection with the Jordan
        Web Site. Further, SportsLine agrees that it will not under any
        circumstances negotiate with, enter into any Agreement with or otherwise
        consult with any of the Jordan Endorsement Company Major Direct
        Competitors listed on Exhibit "E" attached hereto to advertise, promote
        or market the Jordan Web Site. SportsLine agrees to work with Jordan and
        FAME to ensure that there shall be no ambush marketing by other than
        Jordan Endorsement Company third-party corporate partners in connection
        with the Jordan Web Site;
                      
    (b) SportsLine acknowledges that Jordan has entered into and will enter into
        certain third party agreements with Jordan Endorsement Companies
        relating to the food and beverage, sporting goods, telecommunications
        and apparel industries (collectively the "JORDAN THIRD PARTY
        AGREEMENTS"). Notwithstanding any provision contained in this Agreement
        to the contrary, SportsLine agrees that it will not take any action nor
        fail to take any action, as applicable under the circumstances, in
        connection with marketing, promoting, advertising and operating the
        Jordan Web Site and marketing, promoting, advertising and selling Jordan
        Merchandise which would violate or otherwise interfere with the terms
        and conditions of any existing or any future Jordan Third Party
        Agreement (a "MARKETING CONFLICT"), but only to the extent that
        SportsLine has been given prior written full disclosure of the material
        terms and conditions that create any such Marketing Conflict. Jordan and
        SportsLine will mutually agree upon procedures for the disclosure by
        Jordan to SportsLine of such information as is necessary, for SportsLine
        to comply with the foregoing. SportsLine will, as soon as
        technologically and commercially feasible following SportsLine's receipt
        of notice of a Marketing Conflict, take or refrain from taking such
        action, as applicable under the circumstances, so as to otherwise comply
                      
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        with the terms and conditions of the Jordan Third Party Agreements;
        provided, however, that SportsLine shall have a reasonable period of
        time within which to deplete any existing inventory or inventory to
        which SportsLine is contractually obligated as of the date of receipt of
        notice of any Marketing Conflict. To the extent that SportsLine violates
        a restriction in a Jordan Third Party Agreement because SportsLine did
        not have written notice of such restriction, SportsLine shall not be
        deemed in breach of this Agreement to the extent that it promptly comes
        into compliance with such restriction, subject to SportsLine's right to
        deplete inventory as describe above, following written notice of such
        violation and such other disclosures as required by this section.
        SportsLine shall be solely responsible for contracting with the
        appropriate parties having rights under any Jordan Third Party Agreement
        in the event that SportsLine desires to purchase Jordan Merchandise from
        such third party, and Jordan shall have no obligations in connection
        therewith except as otherwise expressly provided herein.
            
6.  CONSIDERATION. In full consideration for Jordan's services under this
    Agreement, SportsLine will pay Jordan pursuant to the terms outlined in
    EXHIBIT "C."
            
7.  GRANT OF LICENSE. Jordan hereby grants to SportsLine the following
    licenses:
            
    a)  CONTENT. Subject to any rights granted to the NBA pursuant to the Group
        Licensing Agreement and any rights granted by Jordan to Jordan
        Endorsement Companies Jordan grants to SportsLine an exclusive worldwide
        license:
            
        i)    To the Jordan URL;

        ii)   To use, copy, display (publicly or privately), perform (publicly
              or privately), distribute or otherwise make available through the
              Jordan Web Site and the SportsLine Service the name, initials,
              likeness, logos, approved photographs, statements of approval,
              preference and endorsement, biographical information of Jordan
              (the "JORDAN ENDORSEMENT") and the Jordan Information (as defined
              herein):
            
              A) In connection with the development, advertisement, promotion
                 and distribution of the SportsLine Service
            
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                 and the Jordan Web Site (including, without limitation,
                 information and text-oriented services, chatrooms, interviews,
                 contests, interactive games on the Internet only, statistics,
                 and sports feature texts).
   
              B) In SportsLine's letterhead.

              C) In connection with any demonstration, promotion, or
                 advertisement of or as otherwise reasonably necessary to
                 promote the SportsLine Service or the Jordan Web Site in any
                 medium.
   
        iii)  To enter Jordan Information into SportsLine's computer database.
   
        iv)   To store, process, retrieve and transmit the same on the
              SportsLine Service and the Jordan Web Site.
   
        v)    To reproduce any Jordan Endorsement or Jordan Information or any
              part of it for advertising, promotion and publicity of SportsLine.
   
     SportsLine's rights hereunder shall include, but not be limited to,
     SportsLine's right, in its sole discretion, to offer subscribers the option
     of printing and downloading Jordan Information or any portion thereof as a
     function of the SportsLine Service generally.
   
     b)  MERCHANDISE. In addition, subject to any rights granted to any third
         parties by Jordan, Jordan grants to SportsLine the world- wide license
         to sell Jordan memorabilia such as autographed uniforms, basketballs,
         apparel, equipment, posters and any other sports memorabilia online
         ("JORDAN MERCHANDISE") through the Jordan Web Site; provided that, to
         the extent that Jordan has a pre-existing contractual obligation with
         The Upper Deck Company which conflicts with the rights and license
         granted pursuant to the foregoing provision, Jordan agrees to use his
         best efforts to facilitate a relationship between SportsLine and The
         Upper Deck Company. SportsLine agrees that any Jordan-autographed
         sports apparel, shoes, or sports equipment that SportsLine desires to
         sell in connection with The Upper Deck Company must be manufactured by
         Nike, Inc., and Wilson Sporting Goods, Inc., respectively, or any other
         third party with which Jordan has a contract.
   
   
                          CONFIDENTIAL AND PROPRIETARY
   
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    c)  RESERVATION OF RIGHTS. All right, title and interest in all Jordan
        Information are and shall remain Jordan's, subject to the rights and
        licenses granted to SportsLine herein.
            
    d)  ADDITIONAL RESTRICTIONS. SportsLine shall not use the Jordan Endorsement
        in a manner which implies an endorsement of any Web site and/or
        SportsLine sponsor or any other non-Jordan Corporate Partner, or an
        endorsement of any computer hardware and software, video games, cellular
        phones and accessories, telephone debit and travel cards, or any
        telephone and telecommunications services without Jordan's prior written
        approval.
            
8.  APPROVALS.
            
    a)  SportsLine agrees to submit to Jordan and FAME for their approval, a
        copy of ail advertising and/or promotional materials utilizing Jordan's
        likeness at least fourteen (14) calendar days prior to their release to
        the general public. SportsLine further agrees that such advertising and
        promotional materials shall not be released without prior written
        approval of Jordan and FAME. Jordan and FAME agree, however, that they
        shall not unreasonably withhold or delay their approval of such
        materials and that in absence of disapproval, within ten (10) calendar
        days of receipt thereof, such advertising and promotional materials
        shall be deemed approved. Notwithstanding the foregoing, SportsLine
        shall have the right to use screen shots and captions from the Jordan
        Web Site and any previously approved content from the Jordan Web Site
        for any uses otherwise permitted hereunder; provided that there are no
        material changes to such screen shots, captions and content as approved.
            
    (b) From time to time during the term of this Agreement, SportsLine will
        submit merchandise to Jordan and FAME, for their approval, which
        SportsLine proposes to market, promote, advertise and sell through the
        Jordan Web Site. Jordan and FAME may, in their sole discretion, approve
        or disapprove any or all such submitted merchandise to be sold by
        SportsLine on the Jordan Web Site.
            
    (c) To the extent known by Jordan and FAME, Jordan and FAME shall disclose
        to SportsLine appropriate contacts with third party sources of Jordan
        Merchandise for purchase by or sourcing to or on behalf of SportsLine
        for SportsLine's use of the Jordan Endorsement as permitted under this
        Agreement; provided,
            
                          CONFIDENTIAL ANO PROPRIETARY
         
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        however, that Jordan and FAME shall have no obligation to coordinate or
        facilitate the sale of any such approved merchandise from a third party
        vendor to SportsLine as it shall be SportsLine's sole responsibility to
        obtain such approved Jordan Merchandise from a third party vendor.
        Jordan and FAME shall assist SportsLine in good faith in obtaining
        favorable terms with respect to the sale of such Jordan Merchandise.
                
    (d) To the extent SportsLine creates unique Jordan Merchandise, SportsLine
        agrees to provide to Jordan and FAME a combined total of two (2)
        representative copies or samples (i.e., one each to Jordan and FAME) of
        all such proposed Jordan Merchandise together with a description of the
        intended use of the merchandise to Jordan and FAME without cost to
        Jordan and FAME for written approval prior to SportsLine using the same.
        Jordan and FAME shall approve or disapprove any merchandise submitted by
        SportsLine for approval within ten (10) business days of their receipt
        by Jordan and FAME. If Jordan or FAME do not approve or disapprove
        SportsLine's submission within such ten (10) day period, SportsLine will
        provide written notice to Jordan and FAME of such delay and Jordan and
        FAME agrees that any such proposed merchandise will be deemed approved
        if SportsLine's submission is not responded to within five (5) business
        days following receipt of such written notice. The copies and samples
        submitted by SportsLine to Jordan and FAME under this Section 8(d) may
        be retained by Jordan and FAME at their option. SportsLine will
        thereafter submit to Jordan-and FAME, without cost to Jordan or FAME,
        one (1) unit of such finished Jordan Merchandise, as approved, upon
        commencement of production of such Jordan Merchandise.
                
                
                
                
                
                
                
                
                          CONFIDENTIAL AND PROPRIETARY

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9.  RESPONSIBILITIES OF JORDAN AS TO CONTENT.
           
    a)  JORDAN INFORMATION. For purposes of this Agreement, the term "JORDAN
        INFORMATION" means all information created and/or delivered by Jordan to
        SportsLine for inclusion in the SportsLine Service or the Jordan Web
        Site including but not limited to (i) any trademark, service mark, trade
        name or logo, whether or not registered, included in such information,
        provided that any such trademark, service mark, trade name or logo must
        be approved in advance by Jordan and FAME (ii) the content to be
        provided as set forth on EXHIBIT "B," and (iii) any statement made by
        any member of Jordan's organization during any interview or chat session
        broadcast or distributed over the SportsLine Service or the Jordan Web
        Site.
           
    b)  REPRESENTATIONS AND WARRANTIES. Jordan shall be solely responsible for
        the content of all Jordan Information, and represents and warrants to
        SportsLine that:
           
        i)    All Jordan Information (A) shall be accurate and Jordan's own and
              original creation, except for information validly Iicensed for use
              by Jordan or in the public domain; (B) will consist only of
              information that Jordan is authorized to use and to authorize
              SportsLine to use as contemplated in this Agreement; (C) will not
              constitute a libel or defamation or conflict with any copyright,
              right of privacy or other rights of, and will not cause injury to,
              any third party; and (D) will conform to all applicable federal,
              state and local laws and regulations and any other governmental or
              quasi- governmental laws or regulations of the United States or
              any other country.
           
        ii)   Jordan has the full right and authority to grant the rights and
              consents set forth herein.
           
        iii)  SportsLine shall be entitled at any time to bring any concerns it
              has regarding the Jordan Information to the attention of Jordan,
              whereupon the parties will cooperate in good faith to address
              SportsLine's concerns. If SportsLine, in its reasonable judgment,
              believes that immediate action is required with regard to any of
              the Jordan Information, SportsLine may delete, modify or revise
              such information, provided that SportsLine shall notify Jordan of
              such action
           
                          CONFIDENTIAL AND PROPRIETARY
           
                                    Page -8-

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              prior thereto, if reasonably possible (or, if not, as soon
              thereafter as commercially practicable). In the event Jordan
              ceases to maintain his high-profile as a pre-eminent spokesperson
              and/or entertainer, and becomes completely inactive as an
              endorser, Jordan agrees to discuss in good faith with SportsLine
              some protection to the rights and obligations hereunder.
           
    c)  DELIVERY; EDITORIAL STANDARDS. All Jordan Information and updates shall
        be transmitted by land-line telephone or electronically in the format
        specified by SportsLine. All content supplied by Jordan shall be
        consistent with the editorial standards used by SportsLine for content
        displayed on the SportsLine Service (which standards SportsLine reserves
        the right to amend from time to time).
           
10. NBA/BULLS TRADEMARKS. SportsLine acknowledges that Jordan has no right to
    grant, nor does he purport to grant, the use of the Chicago Bulls' name,
    uniform and/or insignias or any other trademarks associated with the
    National Basketball Association. However, Jordan shall instruct his
    agent(s), attorney(s) and/or business manager(s) to use their best efforts
    to assist SportsLina to obtain clearances for such uses.
           
11. SPORTSLINE SERVICE. SportsLine shall have sole discretion to determine all
    aspects of the operation of the SportsLine Service and all matters relating
    to the content, structure and sequence of material appearing on the
    SportsLine Service. Without limiting the generality of the foregoing,
    SportsLine shall have sole discretion to determine the amount and basis of
    any fee charged to subscribers for use of the SportsLine Service, and
    SportsLine exclusively will bill for and collect all fees charged to
    subscribers to use the SportsLine Service. Nothing in this Agreement shall
    limit SportsLine's rights regarding charges for any aspect of the SportsLine
    Service (including any product or service offered by SportsLine, whether
    alone or in conjunction with others, through means of the SportsLine
    Service). All right, title and interest in . SportsLine's name, trade
    name(s), trademark(s) and service mark(s), copyrights, and all other
    intellectual property (collectively, "SPORTSLINE'S INTELLECTUAL PROPERTY")
    are and shall remain. SportsLine's. Nothing herein shall be deemed to grant
    Jordan any proprietary rights to any of SportsLine's Intellectual Property.
           
12. PREMIUM FEATURES/FAN CLUBS. SportsLine shall ba responsible for the concept
    design and creation of all Premium Features, including the official
    exclusive online and off-line Jordan fan clubs (collectively, the
           
                          CONFIDENTIAL AND PROPRIETARY
            
                                Page -9-


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    "FAN CLUBS") that allow Jordan to communicate with Jordan's fans through
    regular e-mail messages, columns and newsletters, to record audio clips that
    allow fans to listen to live and previously recorded interviews and
    insights, and to play video clips and highlights from previously- recorded
    interviews and games and events (collectively, "ELECTRONIC MEANS"). Jordan
    will answer five (5) electronic mail questions per week received from
    members of Jordan online Fan Club, if and to the extent such questions are
    timely forwarded by SportsLine, given Jordan's schedule; and will use best
    efforts to introduce SportsLine to Jordan's endorsers and licensees to
    promote the Jordan Fan Clubs and to facilitate the acquisition of
    merchandise and/or memorabilia for sale through and. In addition, SportsLine
    will create, operate and maintain the exclusive official Jordan off-line Fan
    Club that allows Jordan to communicate with his fans through means other
    than Electronic Means.
                
    a)  With respect to both the official online and off-line Fan Club,
        SportsLine shall be responsible for the following services (the "FAN
        CLUB SERVICES"):
                
        i)    Creating and marketing a Fan Club membership package which shall
              be subject to Jordan's and FAME's prior approval.
                
        ii)   Creating a mailing list consisting of Members (as defined below).
              SportsLine agrees, at the request of Jordan given at any time or
              times during the Term, to deliver to Jordan, at SportsLine's cost,
              a copy of the then-current mailing list for the Fan Clubs.
              SportsLine acknowledges and agrees that Jordan shall have the
              right to make use of the Fan Clubs' membership list for any
              purpose permitted by law which Jordan may designate (including,
              without limitation, licensing or selling such !ist) without the
              obligation to pay any fee or compensation to SportsLine.

        iii)  Soliciting individuals to become "Fan Club members" (the
              "MEMBERS").

        iv)   If mutually agreed upon, writing and sending and/or distributing
              to the Members periodic newsletters, press releases and touring
              schedule updates, all of which shall be subject to Jordan's and
              FAME's prior approval.

                          CONFIDENTIAL AND PROPRIETARY

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        v)    Providing Members with an "official" membership card, information
              packet and other promotional materials relating to the Fan Clubs,
              all of which shall be subject to Jordan's and FAME's prior
              approval.
            
        vi)   If mutually agreed upon, creating a merchandising presence within
              the Jordan Web Site to provide Members with opportunities to
              purchase officially-licensed Fan Club merchandise, all of which
              shall be subject to further agreement between Jordan and
              SportsLine.
            
        vii)  Collecting all income generated from the Fan Clubs' activities
              accounting for and distributing the income as set forth herein.
            
        viii) Such other services and activities as the parties may hereafter
              agree.
            
    If at any time during the Term, SportsLine or Jordan desires to add
    additional Fan Club Services, then SportsLine may submit such request in
    writing to Jordan, or Jordan may submit such request in writing to
    SportsLine, and upon receipt thereof, the parties shall discuss in good
    faith the possibility of adding such additional services.
            
    b)  SportsLine shall operate the Fan Clubs in accordance with the following
        guidelines:
            
        i)    Fan club dues shall be established upon mutual agreement of the
              parties.
            
        ii)   Jordan shall have final approval of all information, including
              photographs, video clips, etc., to be sent, broadcast or made
              accessible to Members and/or used in connection with the Fan
              Clubs, and of the parameters or rules of any Fan Club conventions
              and/or contests ("FAN CLUB ACTIVITIES"). SportsLine shall submit
              each of these Fan Club Activities to Jordan in writing for
              Jordan's and FAME's approval.

13. CONTESTS. Jordan and FAME agree and acknowledge that their respective
    employees, consultants and/or advisors and members of their respective
    immediate families (immediate family is defined as parent, sibling or any
    person residing in the same household as employee or consultant) shall not
    eligible to play SportsLine contests for prizes.
            
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14. PRESS RELEASES. It is the intent of the parties to issue a joint press
    release announcing the formation of the relationship created hereby.
    However, it is agreed that no party will issue any such press release
    without the prior written consent of the other parties.
           
15. ENFORCEMENT ACTION. If either party obtains information that the rights
    granted by Jordan to SportsLine have been breached by a third party, such
    information shall be promptly transmitted to the other party. SportsLine
    shall have the right, but not the obligation, to commence an action against
    the breaching third party; provided, however, SportsLine agrees to commence
    appropriate action if requested to do so by Jordan and/or FAME, but only to
    the extent approved by SportsLine's outside counsel and further subject to
    mutual agreement among SportsLine, FAME and Jordan regarding division of the
    expense of retaining outside counsel. If requested by SportsLine, Jordan
    shall enter such action against such third party as an additional party
    plaintiff.
           
16. ARBITRATION. The parties are desirous of reducing the time and costs of
    resolving disputes. Accordingly, any claim or controversy arising out of or
    in connection with the construction or application of any term, provision or
    condition of this Agreement and shall be settled by final and binding
    arbitration in the State of Illinois under the Rules of the American
    Arbitration Association;-provided, however, that any such matter submitted
    to arbitration shall be presided over by a panel of at least three (3)
    arbitrators who each shall have experience in the area of intellectual
    property law. The decision of the arbitrators shall- be binding upon the
    parties. The reasonable cost of arbitration shall be borne by the losing
    party or in such proportion as the arbitrator shall decide. Judgment on the
    award rendered by the arbitrator may be entered in any court in the world
    having jurisdiction. The provisions of this paragraph shall survive any
    expiration or earlier termination of this Agreement.
           
17. INDEMNIFICATION BY SPORTSLINE. SportsLine shall indemnify, defend and hold
    Jordan harmless from and against all claims, costs, liabilities, judgments,
    expenses or damages (including reasonable attorneys' fees and court costs)
    arising from or related to any cause of action brought against Jordan by any
    person or entity that is not a party to this Agreement arising from or
    related to this Agreement. This paragraph shall survive any expiration or
    earlier termination of this Agreement.
           
18. INDEMNIFICATION BY JORDAN. Jordan shall indemnify, defend and hold
    SportsLine harmless from and against all claims, costs, liabilities,
    judgments, expenses or damages (including reasonable attorneys' fees
           
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    and court costs) arising from or related to any cause of action brought
    against SportsLine by any person or entity that is not a party to this
    Agreement arising from or related to (i) any Jordan Information displayed
    through the Jordan Web Site or the SportsLine Service, (ii) the content of
    any Jordan Information, and (iii) any breach of this Agreement, provided
    SportsLine promptly notifies Jordan of any such claim and provides Jordan
    the opportunity to control the defense of the action and all negotiations
    for settlement or compromise. This paragraph shall survive any expiration or
    earlier termination of this Agreement
           
19. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE
    CONTRARY HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR
    EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
    LIMITED TO LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
    IN ANY MANNER ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM,
    COVENANT, REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HEREIN. THIS
    PARAGRAPH SHALL SURVIVE ANY EXPIRATION OR EARLIER TERMINATION OF THIS
    AGREEMENT
           
20. CONFIDENTIALITY. All information disclosed by either party to the other
    party, including but not limited to the terms and conditions of this
    Agreement or any other agreement between the parties, trade secrets of the
    parties, any nonpublic information relating to a party's product plans,
    designs, ideas, concepts, costs, prices, finances, marketing plans, business
    opportunities, personnel, research, development or know-how and any other
    nonpublic technical or business information of a party, that is marked
    "CONFIDENTIAL" or identified by the disclosing party in writing as
    confidential before or within thirty (30) calendar days after disclosure to
    the receiving party, shall be treated as confidential by the receiving party
    and not disclosed to any third party, including, but not limited to the NBA,
    NBA Properties, the National Basketball Players Association and any other
    entity of the NBA or the Chicago Bulls, without the disclosing party's
    consent or unless required by law.
           
    Confidential Information shall not include information that: (a) is now or
    subsequently becomes generally available to the public through no fault or
    breach on the part of the receiving party; (b) the receiving party can
    demonstrate to have had lawfully in its possession without an obligation of
    confidentiality prior to disclosure hereunder; (c) is independently
    developed by the receiving party without the use of any Confidential
    Information of the disclosing party as evidenced by written documentation;
    or (d) the receiving party lawfully obtains from a third
           
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                                    Page -13-
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    party who has the right to transfer or disclose it and who provides it
    without any obligation to maintain the confidentiality of such information.
           
    This paragraph shall survive any expiration or earlier expiration of this
    Agreement.
           
21. TERMINATION. In the event of a material breach of this Agreement by either
    party, the other party may terminate this Agreement on thirty (30) calendar
    days' written notice to the breaching party unless the breach is corrected
    within the thirty (30) day period. Termination under this paragraph shall
    not affect the right of the non-breaching party to recover damages from the
    breaching party. No expiration or termination of this Agreement shall affect
    or impair either party's rights or remedies under this Agreement that have
    accrued or arisen as of or prior to such termination. Following the
    effective date of termination, no further obligations of either party to the
    other shall accrue under this Agreement, provided that termination shall not
    relieve either party of any obligations arising prior to the effective date
    of termination.
           
22. RELATIONSHIP OF THE PARTIES. The parties to this Agreement are independent
    contractors, and this Agreement shall not be construed to create a
    partnership, joint venture, employment or principal agent relationship
    between the parties. Each party shall be solely responsible to compensate
    any employees! agents or representatives employed or engaged by it to
    perform duties under this Agreement and for all taxes, imposts, duties and
    all charges of any governmental authority arising from its or his activities
    under this Agreement. Neither SportsLine, FAME nor Jordan, nor any person or
    entity employed by any of them, are authorized to make any representation or
    warranty concerning the other parties or incur or assume any obligation or
    liability for the other parties.
           
23. AMENDMENT: WAIVER. No amendment to this Agreement shall be valid unless such
    amendment is in writing and is signed by the party against whom enforcement
    is sought. Any of the terms and conditions of this Agreement may be waived
    at any time in writing by the party entitled to the benefit thereof, but a
    waiver in one instance shall not be deemed to constitute a waiver in any
    other instance. A failure to enforce any provision of this Agreement shall
    not operate as a waiver of the provision or of any other provision hereof.
           
24. SEVERABILITY. In the event that any provision of this Agreement shall be
    held to be invalid, illegal or unenforceable in any circumstances, the
    remaining provisions shall nevertheless remain in full force and effect
           
           
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -14-
<PAGE>

    and shall be construed as if the unenforceable portion or portions were
    deleted.
  
25. GOVERNING LAW. This Agreement shall be governed by and construed and
    enforced in accordance with the laws of the State of Illinois without regard
    to its conflict of law principles.
  
26. NOTICES. All notices or other communications hereunder shall be in writing
    and shall be deemed to be given or made when delivered by overnight courier
    or first-class, postage prepaid, registered or certified mail to the
    following address or addresses or such other address or addresses as either
    party may designate in writing to the other in accordance with this
    paragraph:
  
                  If to SportsLine:     SportsLine USA, Inc.
                                        6340 NW 5th Way
                                        Fort Lauderdale, Florida 33309
                                        Attn: President

                  If to Jordan or FAME: Falk Associates Management
                  Enterprises
                                        5335 Wisconsin Avenue, NW, Suite 850
                                        Washington, DC 20015
                                        Attention: David Falk
  
27. ASSIGNMENT.
  
    Neither Jordan nor SportsLine shall have the right to grant sublicenses
    hereunder or to otherwise assign, alienate, transfer, encumber, or
    hypothecate (all of the foregoing hereinafter "transfer") any of their
    rights or obligations hereunder without the prior written consent of the
    other. SportsLine may, without the approval of Jordan or FAME, transfer its
    rights and/or obligations hereunder in connection with a consolidation,
    merger or sale of all or substantially all of SportsLine's assets with any
    other entity. However, in the event:
  
    (i) SportsLine proposes to effect a merger or consolidation with any entity
        (a "MERGING ENTITY") which is a major direct competitor of a major
        brand-name of any of the Jordan Endorsement Companies including, without
        limitation, NIKE, Wilson Sporting Goods, The Upper Deck Company,
        McDonald's, Wheaties, Gatorade, Bijan, WorldCom or Rayovac (a "MAJOR
        DIRECT COMPETITOR"), and
  
  
  
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -15-
<PAGE>

    (ii) Jordan has advised SportsLine specifically and in writing, at least
         thirty (30) days before Jordan receives such notice of such merger or
         consolidation or such merger or consolidation is publicly announced,
         that such Merging Entity is a Major Direct Competitor within the
         meaning of this paragraph,
           
    then Jordan shall have the right to terminate this Agreement by so notifying
    SportsLine in writing on or before thirty (30) days after Jordan has
    received notice of such proposed merger or consolidation (provided that such
    termination shall not be effective if the merger or consolidation is not
    consummated or if those elements of the Merging Entity which make it a Major
    Direct Competitor are "spun off" and not included in the resulting company
    of which SportsLine is a part); provided, however, that, at SportsLine's
    option and in SportsLine's sole and absolute discretion, Jordan shall
    continue to receive all such Deficiency Payments in accordance with the
    amounts and schedule provided in Exhibit C and paragraph 3 hereof shall
    remain in full force and effect during the remainder of the Term as if this
    Agreement had not been terminated.
           
28. COMPLIANCE WITH LAWS. Each party shall comply with applicable law in
    connection with the development and publication of the Jordan Web Site.
    Jordan and FAME and SportsLine agree, in particular, to comply with all laws
    concerning obscenity, defamation, infringement, rights of privacy,
    harassment and export controls, among others, and to ensure that the use,
    reproduction and distribution of the content contained in Jordan Web Site in
    and of itself, does not violate such laws or related legal rights of third
    parties.
           
29. ACKNOWLEDGMENT AND PROTECTION OF THE LICENSED RIGHTS.
           
    (a) SportsLine recognizes and acknowledges the exclusive rights of Jordan in
        and to the Jordan Endorsement. Nothing contained in or contemplated
        under this Agreement will be construed to confer upon SportsLine any
        right to have the Jordan Endorsement registered in the name of
        SportsLine or to vest in SportsLine any right of ownership to the Jordan
        Endorsement, and SportsLine will not, directly or indirectly, use,
        register or cause to be used or registered, any word, symbol, character
        or set of words, symbols or characters, trademark, trade name, service
        mark or copyright consisting of, related to, similar to and/or
        confusingly similar to any part of the Jordan Endorsement.
           
    (b) During the term of this Agreement and following the expiration or
        termination of this Agreement for any reason, SportsLine will not
           
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -16-
<PAGE>

        (i) challenge the validity of ownership in or right to license, the
        Jordan Endorsement, (ii) contest the fact that SportsLine's rights under
        this Agreement are solely those of SportsLine and terminate upon
        expiration or termination of this Agreement, (iii) represent in any
        manner that SportsLine has any title or right to the ownership,
        registration or use of any of the Jordan Endorsement in any manner
        except as set forth in this Agreement, or (iv) challenge the right of
        Jordan to grant a license for the Jordan Endorsement (unless in conflict
        with the rights granted to SportsLine under this Agreement). Any and all
        goodwill associated with or identified by the Jordan Endorsement will
        inure directly or exclusively to the benefit and is the property of
        Jordan.
           
    (c) SportsLine will not (i) cause which may damage or endanger the Jordan
        Endorsement or other trade name, trademark, service mark or intellectual
        property right of Jordan, Jordan's title thereto or the rights of any
        other licensee or franchisee, nor (ii) interfere in any manner with nor
        attempt to prohibit the use or registration by Jordan of the Jordan
        Endorsement or other trade name or trademark or service mark owned or
        licensed by Jordan.
           
30. HEADINGS. Paragraph headings are for convenience only and shall not be used
    in any manner to construe this agreement.
           
31. ENTIRE AGREEMENT. This Agreement, and the exhibits attached hereto,
    constitutes the entire agreement of the parties with respect to the subject
    matter hereof and supersedes all prior and/or contemporaneous agreements and
    understandings, written or oral between the parties with respect to the
    subject matter hereof.
           
32. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the parties in
    counterparts, each of which when so executed and delivered shall be deemed
    to be an original and all of which when taken together shall constitute one
    and the same agreement.
           
           
           
           
           
           
           
           
           
           
           
           
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -17-
<PAGE>



IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the
date first written above.
      
SportsLine USA, Inc.,
a Delaware corporation

By: /s/ MICHAEL LEVY
    ------------------
Name: Michael Levy
Title: President

/s/ MICHAEL JORDAN
    ---------------
Michael Jordan (by [illegible]
                atty in fact)

Falk Associates Management Enterprises

By: /s/ DAVID FALK
    -----------------------------
Name: David Falk
Title: Chairman


      
      
      
      
      
      
      
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -18-
<PAGE>

         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION


                                   EXHIBIT "A"
                                      TERM
                
The Term of this Agreement shall commence on the Effective Date and shall
continue in effect for ten (10) years from the date of execution of this
Agreement, unless sooner terminated according to the terms of this Agreement.
*****.      
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                             CONFIDENTIAL AND PROPRIETARY

                                    Page -19-
<PAGE>


                                  EXHIBIT "B"
                           SERVICES, RIGHTS & CONTENT

1.  SPORTSLINE RESPONSIBILITIES. SportsLine shall be responsible for the
    following in connection with the Jordan Web Site:

    a)  All aspects of the technical development, graphical user interface,
        production and maintenance of the Jordan Web Site.

    b)  All customer service, technical support, billing, fulfillment, credit
        card authorization and processing associated with the sale of Premium
        Features (as defined herein).

    c)  Concept design and creation of all Premium Features, including the
        official exclusive online and off-line line Jordan Fan Clubs.

    d)  Maintenance of a merchandise area within the SportsLine Service
        (including, without limitation, the Jordan Web Site) through which
        SportsLine and Jordan will be able to sell merchandise, memorabilia and
        custom signed products, and be responsible for all customer service,
        technical support, billing, fulfillment, credit card authorization and
        processing associated therewith.

2.  EDITORIAL CONTROL OF THE JORDAN WEB SITE. Jordan shall have complete control
    over the content of the Jordan Web Site, and Jordan shall be responsible to
    provide SportsLine with all cleared content and information (including but
    not limited to artwork, photos, articles and news clippings, biographical
    information, audio and video clips, etc.) necessary to create and maintain
    the Jordan Web Site, and shall use his best efforts to assist SportsLine in
    acquiring and clearing any information and content not otherwise in Jordan's
    possession. SportsLine shall consult with Jordan and FAME in order for the
    Jordan Web Site content and programming to be consistent with Jordan's web
    program and Jordan's overall marketing program.
             
3.  JORDAN'S SERVICES. Jordan shall provide the following services to
    SportsLine:
              
    a)  Conduct at least one (1) five (5) minute interview (by land-line
        telephone) on a weekly basis in a format designated by SportsLine.
        SportsLine will broadcast the audio, as permitted hereby, including but
        not limited to transcription of the questions and answers into a column
        format and/or use in chat sessions.

                       CONFIDENTIAL AND PROPRIETARY


                                    Page -20-
<PAGE>


        SportsLine agrees that, as time restraints dictate, and subject to
        Jordan's absolute discretion, such interviews and/or chat sessions may
        be bundled on a monthly basis consisting of one (1) twenty (20) minute
        interview in each month. Jordan acknowledges that SportsLine may, at
        SportsLine's option, syndicate content from the SportsLine Service and
        the Jordan Web Site in different media, and Jordan expressly authorizes
        such syndication.
                
    b)  Answer five (5) electronic mail questions per week received from his
        fans. SportsLine agrees that FAME shall be permitted to process the
        electronic mail questions to facilitate a response from Jordan.
                
    c)  Make one (1) personal appearance (e.g., a due diligence meeting for
        potential investors in an initial public offering of SportsLine's stock,
        press conference, radio or television commercial, etc.) during the Term
        lasting no longer than one (1) hour in duration. Any other appearances
        requested by SportsLine shall be subject to Jordan's approval, in
        Jordan's absolute discretion.
                
    d)  SportsLine may include in its letterhead Jordan's name and permit
        SportsLine to use Jordan's name, photos and other materials reasonably
        necessary to promote SportsLine and the Jordan Web Site. In each
        instance, Jordan will have an opportunity to approve such use, which
        approval shall not be unreasonably withheld; provided, however, that
        SportsLine shall have the right without any prior approval to use screen
        shots for promotional purposes as otherwise provided herein.
                
    e)  If requested by SportsLine and subject to Jordan's schedule, Jordan
        agrees to make himself available for a photo shoot during the Term, not
        to exceed four (4) hours, to provide SportsLine with photographs and
        other materials reasonably necessary for SportsLine to promote its
        service online and off-line (including print, radio, and television) and
        to be used in the Jordan Web Site.
                
    f)  Serve as spokesmen for SportsLine to promote the appropriate
        sports-related products and services offered on the SportsLine Service,
        and subject to his absolute discretion, to appear in radio and/or
        television commercials;
                
    g)  If requested by SportsLine and in Jordan's absolute discretion, Jordan
        agrees to provide a mutually agreed upon number of items of autographed
        merchandise, memorabilia, and/or custom signed

                          CONFIDENTIAL AND PROPRIETARY

                                    Page -21-
<PAGE>

        products to be distributed for free to SportsLine Service Subscribers
        and/or members of Jordan's Fan Clubs as part of their membership kit.
           
    h)  Use best efforts to facilitate a relationship between SportsLine and The
        Upper Deck Company that will ensure that SportsLine has access to (i) a
        complete inventory of items of autographed merchandise and memorabilia;
        (ii) product inventory and fulfillment capabilities sufficient to
        satisfactorily support the projected demands of the parties' mutual
        customers; (iii) digitized images of products or agree to develop such
        images; and (iv) current costs/MSRP and accurate descriptive information
        on all products. In addition, subject to Upper Decks' approval and
        cooperation, Jordan agrees to develop a complete line of custom signed
        products exclusively for sale on Jordan's Web Site, including game-worn
        and game-used products, apparel and equipment. With respect to such
        game-worn and game-used products, lordan shall, after each event in
        which any such item is worn or otherwise used, promptly send all such
        items to SportsLine cleaned and autographed for sale and/or auction on
        Jordan's Web Site, provided, however, that nothing in this Agreement
        shall cause or require Jordan to provide SportsLine with any autographs,
        or any additional time, in connection with such autographed merchandise
        and memorabilia. SportsLine agrees and acknowledges that any and all
        autographs must come from the Upper Deck Company pursuant to Jordan's
        agreement with the Upper Deck Company.
           
    SportsLine agrees and acknowledges that any and all services from Jordan
    required and/or requested by SportsLine shall be subject to Jordan's
    schedule.
           
4.  ADDITIONAL CONCEPTS. In addition to the foregoing, SportsLine and Jordan
    agree to work together to create new and innovative products and concepts to
    constantly improve the Jordan Web Site to keep it on the cutting edge.
           
           
           
           
           
           
           
           
           
           
           
           
                               CONFIDENTIAL AND PROPRIETARY

                                    Page -22-
<PAGE>
          CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION

                                   EXHIBIT "C"
                                  CONSIDERATION
           
1.  DEFINITIONS. The term "NET SPONSORSHIP REVENUES" means SportsLine's gross
    revenues from the sale of sponsorships appearing on the Jordan Web Site,
    MINUS sales commissions and fees payable by SportsLine to third parties and
    other mutually agreed upon out-of-pocket expenses incurred by SportsLine and
    directly associated with the generation of such revenues. The Term "NET
    ADVERTISING REVENUE" means SportsLine's gross revenues from the sale of
    advertising appearing on the Jordan Web Site, MINUS sales commissions and
    fees payable by SportsLine to third parties and other mutually agred upon
    out-of-pocket expenses incurred by SportsLine and directly associated with
    the generation of such revenues. The term "NET MERCHANDISING REVENUES" means
    SportsLine's gross revenues from the sale of any products (including but not
    limited to merchandise and memorabilia) sold on the Jordan Web Site, MINUS
    the cost of goods sold and, MINUS, all credit card processing fees, shipping
    expenses and other transaction costs incurred by SportsLine in making such
    sales. The term "NET PREMIUM REVENUES" means SportsLine's gross revenues
    from the sale of any unique membership programs/fan clubs, etc., offered via
    the Jordan Web Site (the "PREMIUM FEATURES"), MINUS out-of-pocket expenses
    incurred by SportsLine and directly associated with the generation of such
    revenues.
           
2.  ADVERTISING/SPONSORSHIPS. Jordan will receive ***** of Net Sponsorship
    Revenues and Net Advertising Revenues attributable to sponsorships and
    advertisements on the Jordan Web Site. Jordan will only receive ***** of Net
    Advertising Revenues attributable to any under-delivered advertising
    impressions ("make good impressions") on the Jordan Web Site, which Jordan
    requests be fulfilled within SportsLine's general advertising rotation.
           
3.  EQUITY. SportsLine shall grant to Jordan warrants, pursuant to the terms of
    the Warrant Agreement attached hereto as EXHIBIT "F," to purchase four
    hundred thousand (400,000) shares of SportsLine's Common Stock at an
    exercise price of ***** per share, which warrants will vest on a pro-rata
    basis at the rate of ***** per year to be vested on each anniversary date
    over the first ***** years of the Term. In connection with the issuance of
    the Warrants, Jordan agrees to enter into the "Lock-Up" Agreement attached
    hereto as EXHIBIT "G", and any similar agreements as may be required by
    SportsLine's underwriters and/or lenders in connection with any further
    securities offerings and/or financings.

                          CONFIDENTIAL AND PROPRIETARY

                                    Page -23-
<PAGE>
          CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION


4.  MERCHANDISE AND MEMORABILIA. Jordan will receive ***** of Net Merchandising
    Revenue received by SportsLine from the sale of all merchandise or
    memorabilia on the Jordan Web Site.

5.  PREMIUM FEATURES. Jordan will receive ***** of the Net Premium Revenues
    received by SportsLine.

6.  MINIMUM GUARANTEE. Beginning in the sixth (6th) year of the Term, SportsLine
    shall pay to Jordan a Deficiency payment (individually, a "DEFICIENCY
    PAYMENT") in the following amounts subject to the following criteria:

    On or before:                   Cumulative Consideration
                                    ------------------------
   
    6/19/03                                   *****
    6/19/04                                   *****
    6/19/05                                   *****
    6/19/06                                   *****
    6/19/07                                   *****

    a)  Each Deficiency Payment shall be calculated by taking the amount of the
        applicable Cumulative Consideration and subtracting the following
        amounts (collectively, the "OFFSETS"):

        i)     the amount by which the sum of the following exceeds *****:
               (A) the unrealized appreciation during the first five(5) years of
               the Term, of the shares of SportsLine's common stock for which
               Jordan has been granted warrants, (B) the cumulative realized
               appreciation during the first five(5) years of the Term of shares
               of SportsLine stock sold by Jordan as of the date for which the
               Deficiency Payment is being determined, and (C) the total amount
               of Profit Sharing paid to Jordan during the first five(5) years
               of the Term;

         ii)   the cumulative unrealized appreciation in years subsequent to
               year five(5), determined as of the close of the market on the
               respective date for which the Deficiency Payment is being
               determined, of the shares of SportsLine's common stock for which
               Jordan has been granted warrants;

         iii)  the cumulative realized appreciation in years subsequent to year
               five(5), determined as of the close of the market on the
               respective date for which the Deficiency Payment is being

                          CONFIDENTIAL AND PROPRIETARY

                                    Page -24-
<PAGE>
          CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION

               determined, of shares of SportsLine stock sold by Jordan as of
               the date for which payment is being determined;

          iv)  the total cumulative amount of Profit Sharing earned in years
               subsequent to year five(5) of the Term and paid to Jordan; and

           v)  all previous years' Deficiency Payments, if any.

    For purposes of the foregoing, the term "Profit Sharing" means amounts
    payable to Jordan pursuant to paragraphs 1, 3 and 4 of this EXHIBIT "B."
    In all events, the total amount of guaranteed compensation due to Jordan
    hereunder shall not exceed *****. 



7.  REASONABLE OUT-OF-POCKET EXPENSES. SportsLine will reimburse Jordan for all
    reasonable actual out-of-pocket expenses as approved in advance by
    SportsLine and incurred by Jordan in performing services requested by
    SportsLine. If requested by SportsLine to travel, Jordan shall receive
    reimbursement for the fair market value of first class travel and
    accommodations for himself and one guest in connection with his performance
    of the services required of Jordan, but SportsLine agrees and acknowledges
    that Jordan shall be free to travel in any manner, including by private jet.
    However, Jordan agrees that SportsLine's maximum liability to Jordan in
    connection with Jordan's travel shall be the fair market value of first
    class travel, accommodations and other expenses for Jordan and one guest.
          
8.  RECORDS; AUDIT. SportsLine shall make Profit Sharing payments due to Jordan
    underthis Agreement on a quarterly basis, within thirty (30) calendar days
    following the end of the applicable quarter; such quarters ending on January
    30, March 31, June 30, and September 30 of each year. Each such payment
    shall be accompanied by a statement showing in reasonable detail how such
    payment was computed. SportsLine will create, and maintain for a period of
    not less than one (1) year following the end of the applicable calendar
    year, records that accurately reflect the basis and calculation for the
    payments required under this Agreement. Within ninety (90) calendar days
    following the end of each calendar year, Jordan may request an audit of the
    payments made by SportsLine hereunder. Such audit may be conducted by an
    independent auditing firm selected by Jordan at its expense; provided, that
    if an audit documents that SportsLine has underpaid Jordan in any calendar
    year by an amount equal to five percent (5%) or more of the amount that
    should have been paid hereunder, then SportsLine shall reimburse Jordan for
    its actual cost incurred to the independent auditing firm to conduct such
    audit. Jordan's independent auditor shall not disclose to Jordan or any
    third party the contents of the SportsLine's
          
          
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -25-
<PAGE>


    books and records, other than information necessary to determine the
    calculation of the correct amount of any payments required to be made
    hereunder.
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                             CONFIDENTIAL AND PROPRIETARY

                                    Page -26-
<PAGE>


                                      EXHIBIT "D"

               JORDAN ENDORSEMENT COMPANY LISTING (CONFIDENTIAL)

CONFIDENTIAL IN-HOUSE USE ONLY

Nike, Inc.                      Electronic Arts Sports Network
One Bowerman Drive              1450 Fashion Island Blvd.
Beaverton, OR 97005             San Mateo, CA 94404
Phone: (503) 671-6453           Phone: (415) 513-7280/7514
Fax: (503) 671-6300             Fax: (415) 513-7449

Gatorade                        NBA Entertainment (CBS/Fox Video)
321 N. Clark St.                450 Harmon Meadow Blvd.
Chicago, IL 60610               Secaucus, NJ 07094
Phone: (312) 222-7709           Phone: (201) 865-1500
Fax: (312) 222-8772/6490        Fax: (201) 865-9345

Wilson Sports Goods, Co.        Ohio Art Toy Company
8700 W. Bryn Mawr Ave.          One Toy Street
Chicago, IL 60631               Bryan, OH 43506
Phone: (312) 714-6400/6891      Phone: (419) 636-3141
Fax: (312) 714-4598             Fax: (419) 636-7614

Sara Lee Corporation            Warner Brothers
P.O. Box 2760                   4000 Warner Blvd.
Winston-Salem, NC 27102         Burbank, CA 91522
Phone: (910) 519-7067           Phone: 818-954-6450
Fax: (910) 519-7160             Fax: (818) 954-6745

The Upper Deck Company          Chicago Chevyland Dealers Assoc
5909 Sea Otter Place            c/o Eisamon, Johns & Laws
Carlsbad, CA 92008              401 N. Michigan Avenue
Phone: (619) 929-6500/3065      Chicago, IL 60611
Fax: (619) 929-6547/3196        Phone: (312) 828-0400
                                Fax: (312) 828-0748

McDonald's Corporation          Rare Air, Ltd
One Kroc Drive                  130 Washington Street
Oak Brook, IL 60521             West Dundee, IL 60118
Phone: (708) 575-6594           Phone: (708) 426-9966
Fax: (708) 575-5792             Fax: (708) 426-3552


                             CONFIDENTIAL AND PROPRIETARY


                                    Page -27-
<PAGE>


                                   EXHIBIT "D" (CONT'D)
 
General Mills/Wheaties Brand    Michael Jordan's Restaurant
One General Mills Blvd.         500 North LaSalle Street
Minneapolis, MN 55426           Chicago, IL 60614
Phone: (612) 540-7616
Fax: (612) 540-3945

The Oakley Company              The Rayovac Company
10 Holland Drive                601 Rayovac Drive
Irvine, Ca 92716                Madison, WI 53711-2497
                                P.O. Box 44960
                                Madison, WI 53711-4960



                             CONFIDENTIAL AND PROPRIETARY

                                    Page -28-
<PAGE>
         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION

                                EXHIBIT "E"

            *****
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -29-
<PAGE>
         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION

          
                                   EXHIBIT "F"
                    FOUR HUNDRED THOUSAND (400,000) WARRANTS

THESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE
WARRANTS (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS.
THE WARRANT SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDERTHE SECURITIES ACT AND ANY APPLlCABLE STATE SECURITIES LAWS OR
PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE
SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

_________________, 1997

                              SPORTSLINE USA, INC.

               WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK

         FOR VALUE RECEIVED, SPORTSLINE USA, INC., a Delaware corporation
("SportsLine" or the "Company"), hereby certifies that Michael Jordan or his
registered assigns (the "Holder") is entitled, subject to the provisions
contained herein, to purchase from the Company Four Hundred Thousand (400,000)
fully paid and non-assessable shares of Common Stock (as defined below), subject
to adjustment as provided herein, at an exercise price per share of Common Stock
(the "Exercise Price", of $****.

         The term "Common Stock" means the Common Stock, par value $.01 per
share, of the Company as constituted on the date hereof. The number of shares of
Common Stockto be received upon the exercise of these Warrants may be adjusted
from time to time as hereinafter set forth. The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are
hereinafter referred to as "Warrant Stock." The term "Other Securities" means
any other securities that may be issued by the Company in addition to, or in
substitution for, the Warrant Stock.

                          CONFIDENTIAL AND PROPRIETARY


                                    Page -30-
<PAGE>
         CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
                       SECURITIES AND EXCHANGE COMMISSION
                         ASTERISKS DENOTE SUCH OMISSION

          
         References herein to the "Company" are to (i) SportsLine and any
successor thereto, (ii) any successor corporation resultng from the merger or
consolidation of SportsLine, or any successor thereto, with another corporation
or (ii) any corporation to which SportsLine, or any successor thereto, has
transferred its property or assets as an entirety or substantially as an
entirety.
          
         Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of these Warrants, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of these Warrants, if mutilated, the Company
shall execute and deliver new Warrants of like tenor and date. Any such new
Warrants, upon execution and delivery, shall constitute an additional
contractual obligation on the part of the Company, whether or not these Warrants
so lost, stolen, destroyed or mutilated shall be at any time enforceable by
anyone.
          
         The Holder agrees with the Company that these Warrants are issued, and
all the rights hereunder shall be held subject to, all of the conditions,
limitations and provisions set forth herein, including the following:
          
         1. EXERCISE OF WARRANTS.
          
         1.1 EXERCISE PERIOD: METHOD OF EXERCISE. These Warrants shall vest and
become exercisable as follows: (a) with respect to ***** shares of Common
Stock, one (1) year after the date first written above; and (b) with respect to
an additional ***** shares of Common Stock, at the end of each consecutive one
(1) year period thereafter until the Warrants have become exercisable with
respect to the total number of shares of Common Stock set forth above; provided,
however, that the vesting of the Warrants shall be subject to the condition that
that certain Advisory Agreement dated as of ___________________, 1997 (the
"Advisory Agreement") between SportsLine and the Holder, as amended or modified,
shall be in effect at the relevant vesting date(s), and no further Warrants
shall vest on or after the expiration, nonrenewal or termination of said
agreement. Subject to the foregoing, any vested Warrants may be exercised, in
whole or in part, at any time, or from time to time during the period commencing
on the date hereof and expiring on the date of expiration or earlier termination
of the Advisory Agreement, by presentation and surrender of these Warrants to
the Company at its principal office (which on the date hereof is 6340 N.W. 5th
Way, Ft. Lauderdale, Florida 33309), or at the office of its stock transfer
agent (which on the date hereof is the Company), if any, with the Warrant
Exercise Form attached hereto duly executed and accompanied by payment (either
in cash or by certified or official bank check or checks, payable to the order
of the Comparny) of the Exercise Price for the number of shares specified in
such form. If these Warrants are exercised in part only, the Company shall, upon
surrender of these Warrants
          
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -31-
<PAGE>
          
for cancellation, execute and deliver new Warrants evidencing the rights of the
Holder thereof to purchase the balance of Warrant Stock (and Other Securities)
purchasable hereunder. Upon receipt by the Company of these Warrants, together
with the Exercise Price, at its office, or by the Company's stock transfer agent
at its office, in proper form for exercise, the Holder shall be deemed to be the
holder of record of the Warrant Stock (and Other Securities) issuable upon such
exercise, notwithstanding that the transfer books of the Company shall then be
closed or that certificates representing such Warrant Stock (or Other
Securities) shall not then be actually delivered to the Holder. The Company
shall pay any and all documentary stamp or similar issue or transfer taxes
payable in respect of the issue or delivery of Warrant Stock (and Other
Securities) upon exercise of these Warrants.
         
         2. RESERVATION OF SHARES AND OTHER SECURITIES. The Company will at all
times reserve for issuance and delivery upon exercise of these Warrants all
shares of Warrant Stock and other shares of capital stock of the Company (and
Other Securities) from time to time receivable upon exercise of these Warrants.
All such shares (and Other Securities) shall be duly authorized and, when issued
upon such exercise, shall be validly issued, fully paid and non-assessable and
free and clear of all preemptive rights.
         
         3. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issuable upon the exercise of these Warrants, but the
Company shall pay the Holder an amount equal to the fair market value of such
fractional share in lieu of each fraction of a share otherwise issuable upon any
exercise of these Warrants, as determined by the Board of Directors in its
reasonable discretion.
         
         4. EXCHANGE OF WARRANTS. These Warrants are exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereofto
the Company or at the office of its stock transfer agent, if any, for other
Warrants of different denominations, entitling the Holder hereofto purchase in
the aggregate the same number of shares of Warrant Stock (and Other Securities)
purchasable hereunder.

         5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights as a shareholder of the Company, either at law or in
equity, and the rights of the Holderare limited to those expressed herein.
         
         6. ANTI-DILUTION PROVISIONS.
         
         6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time
subdivide its outstanding shares of Common Stock (or Other Securities at the
time receivable upon the exercise of these Warrants) by recapitalization,
         
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -32-
<PAGE>

reclassification or split-up thereof, or if the Company shall declare a stock
dividend or distribute shares of Common Stockto its shareholders, the number of
shares of Common Stock (or Other Securities) subject to these Warrants
immediately prior to such subdivision shall be proportionately increased and the
Exercise Price per share shall be proportionately decreased, and if the Company
shall at any time combine the outstanding shares of Common Stock (or Other
Securities) by recapitalization, reclassification or combination thereof, the
number of shares of Common Stock (or Other Securities) subject to these Warrants
immediately prior to such combination shall be proportionately decreased and the
Exercise Price per share shall be proportionately increased. Any such
adjustments pursuant to this Section 6.1 shall be effectve at the close of
business on the effective date of such subdivision or combination or, if any
adjustment is the result of a stock dividend or distribution, then the effective
date for such adjustment shall be the record date therefor.
           
         6.2 ADJUSTMENT FOR REORGANIZATION. Consolidation. Merger. Etc. (a) In
case of any reorganization of the Company (or any other corporation, the
securities of which are at the time receivable upon the exercise of these
Warrants) after the date hereof or in case after such date the Company (or any
such other corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation, then,
and in each such case, the Holder of these Warrants, upon the exercise hereof,
at any time after the consummation of such reorganization, consolidation, merger
or conveyance, shall be entitled to receive, in lieu of the securities and
property receivable upon the exercise of these Warrants prior to such
consummation, the securities or property to which such Holder would have been
entitled upon such consummation if such Holder had exercised these Warrants
immediately prior thereto (but had not exercised any rights with respect to such
securities or property in connection with the reorganization, consolidation,
merger or conveyance); in each such case, the terms of these Warrants shall be
applicable to the securities or property receivable upon the exercise of these
Warrants after such consummation.
           
         (b) In any case where the Company shall consolidate with or merge into
another corporation, and shall not be the surviving corporation, or shall convey
all or substantially all of its assets to another corporation, then, and in each
such case, the surviving corporation or the corporation that shall have received
substantially all of the Company's assets shall expressly assume the obligations
of the Company under these Warrants in a form reasonably satisfactory to the
Holder hereof.
           
         6.3 NO IMPAIRMENT. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to avoid
the
           
                          CONFIDENTIAL AND PROPRIETARY

                                    Page -33-
<PAGE>

observance or performance of any of the terms of these Warrants, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holderof these Warrants against impairment. Without limiting
the generality of the foregoing, while these Warrants are outstanding, the
Company (a) will not permit the par value, if any, of the shares of Warrant
Stock to be above the amount payable therefor upon such exercise and (b) will
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue or sell fully paid and non-assessable
shares of Warrant Stock and Other Securities upon the exercise of these
Warrants.
          
         6.4 CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the
number of shares of Warrant Stock or Other Securities receivable upon the
exercise of these Warrants, the Company at its expense will promptly compute
such adjustment in accordance with the terms of these Warrants and prepare a
certificate executed by an executive officer of the Company setting forth such
adjustment and showing in detail the facts upon which such adjustment is based.
The Company will forthwith mail a copy of each such certificate to the Holder.
          
         6.5 NOTICES OF RECORD DATE. Etc. In case:
          
         (a) the Company shall take a record of the holders of its Common Stock
(or Other Securities at the time receivable upon the exercise of these Warrants)
for the purpose of entitling them to receive any dividend (other than a cash
dividend at the same rate as the rate of the last cash dividend theretofore
paid) or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities, or
to receive any other right; or
          
         (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, any consolidation or merger of the Company
with or into another corporation, or any conveyance of all or substantially all
of the assets of the Company to another corporation; or
          
         (c) of any voluntary or involuntary dissolution, liquidation or winding
up of the Company;
          
then, and in each such case, the Company shall mail or cause to be mailed to
each Holder of a Warrant at the time outstanding a notice specifying, as the
case may be, (i) the date on which a record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of
such dividend, distribution or right, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any,
to be fixed, as to which the
          
                               CONFIDENTIAL AND PROPRIETARY

                                    Page -34-
<PAGE>

holders of record of Warrant Stock (or such other securities at the time
receivable upon the exercise of these Warrants) shall be entitled to exchange
their shares of Warrant Stock (or such other securities) for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding up. Such notice shall be
mailed at least 20 days priorto the date therein specified and these Warrants
may be exercised priorto said date during the term of these Warrants.
           
         8. RESTRICTIONS ON TRANSFER OF WARRANTS WARRANT STOCK AND OTHER
SECURITIES. The Warrant Stock and Other Securities may not be sold, transferred
or otherwise disposed of unless registered under the Securities Act of 1933 (the
"Securities Act") and any applicable state securities laws or pursuant to
available exemptions from such registration, provided that the seller delivers
to the Company an opinion of counsel satisfactory to the Company confirming the
availability of such exemption.
           
         9. LEGEND. Unless the shares of Warrant Stock or Other Securities have
been registered under the Securities Act, upon exercise of any of these Warrants
and the issuance of any of the shares of Warrant Stock or Other Securities, all
certificates representing such securities shall bear on the face thereof
substantially the following legend:
           
         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES
         LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
         REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
         LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION,
         PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL
         SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH
         EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
         THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
         TIME.
           
         10. NOTICES. All notices required hereunder shall be in writing and
shall be deemed given when telegraphed, delivered personally or within two days
after mailing when mailed by certified or registered mail, return receipt
requested, to the Company at its principal office, or to the Holder at the
address set forth on the record books of the Company, or at such other address
of which the Company or the Holder has been advised by notice in writing
hereunder.
           
           
           
                               CONFIDENTIAL AND PROPRIETARY


                                    Page -35-
<PAGE>



         11. APPLICABLE LAW. These Warrants shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without giving effect to
conflicts of law principles.
          
          
          
          
          
          
          
          
          
          
          
          
          
                             CONFIDENTIAL AND PROPRIETARY


                                    Page -36-
<PAGE>



         IN WITNESS WHEREOF, the Company has caused these Warrants to be signed
on its behalf, in its corporate name, by its duly authorized officer, all as of
the day and year first above written.
          
                                          SPORTSLINE USA, INC.
          
          
                                          By:
                                             --------------------------------
                                           Titie: President
          
          
          
          
          
          
          
                             CONFIDENTIAL AND PROPRIETARY


                                    Page -37-
<PAGE>


                              WARRANT EXERCISE FORM
           
         The undersigned hereby irrevocably elects to exercise Warrants to
purchase __________ shares of Common Stock of SportsLine USA, Inc., a Delaware
corporation, and hereby makes payment of $_______________ in full satisfaction
therefor.
           
           
                                           __________________________________
                                           Signature
           
           
           
                                           __________________________________
                                           Signature, if jointly held
           
           
           
                                           __________________________________
                                           Date


                       INSTRUCTIONS FOR ISSUANCE OF STOCK
               (if other than to the Holder of the within Warrants)
           
           
Name____________________________________________________________________________
                                   (Please typewrite or print in block letters)


Address_________________________________________________________________________


________________________________________________________________________________

Social Security or Taxpayer Identification Number_______________________________

                          CONFIDENTIAL AND PROPRIETARY


                                    Page -38-
<PAGE>


SportsLine USA, Inc.
6340 N.W. 5th Way
Fort Lauderdale, Florida 33309
           
Gentlemen:
           
         This letter is being furnished in connection with the acquisition by
the undersigned of warrants ("Warrants") to purchase shares of common stock,
$.01 par value ("Comman Stock"), of SportsLine USA, Inc., a Delaware corporation
(the "Company"). In connection with the acquisition of the Warrants, the
undersigned hereby represents and warrants to the Company as follows:
           
         1. The undersigned is acquiring the Warrants solely for the
undersigned's own accourt and not for the account or beneficial interest of any
other person, and the Warrants are not being acquired with a view to or for
resale in connection with any distrbution within the meaning of the Act.
           
         2. The undersigned acknowledges that (a) the offer and sale of the
Warrants and the Common Stock issuable upon exercise of the Warrants
(collectively, the "Securities") have not been registered under the Securities
Act of 1933, as amended (the "Act"), or applicable state securities laws, and
may not be sold, transferred, pledged, or otherwise disposed of unless
subsequently so registered or unless the undersigned delivers to the Company an
opinion of counsel satisfactory to the Company that registration under the Act
and any applicable state securities laws is not required; (b) the Company is
under no obligation to register or perfect any exemption for resale of the
Securities; and (c) any certificate evidencing the Securities will bear a
restrictive legend prohibiting the transfer thereof except in compliance with
applicable federal and securities laws. The undersigned understands that at
present there is no market for the Securities and that such a market is not
likely to exist in the foreseeable future.
           
         3. In acquiring the Securities, the undersigned has not acted on the
basis of any representations end warranties concerning the business or financial
condition of the Company, other then those contained in documents furnished to
the undersigned by the Company specifically in connection with such acquisition.
The undersigned is an "accredited investor", as defined in Rule 501 of
Regulation D promulgated under the Act, has such knowledge and experience in
business, financial and investment makers that the undersigned is capable of
evaluating the merits and risks of an investment in the Securities, and has been
afforded the opportunity to ask questions of, and receive answers from, the
Company and to obtain any additronai information necessary to verify the
accuracy of any information provided by the Company, and in general had access
to all information the undersigned deemed material to an investment decision
with respect to the acquisition of the Securities.
           
         The undersigned acknowledges that the Company will rely on foregoing
representations and warranties and agrees to indemnify and hold harmless the
Company, its officers and directors and any controlling persons of the Company
from and against any and all loss, damage or liability arising out of any
misrepresentation contained herein. This letter shall be binding upon the
           
           
           
           
           
           
           
           
           
                               CONFIDENTIAL AND PROPRIETARY

                                    Page -39-
<PAGE>


undersigned's heirs, executors, administrators, legal representatives,
successors and assigns, and inure to the benefit of the Company's successors and
assigns.
           
                                                Michael Jordan

                                                _____________________
           
Dated:______________________________
           
           
           
           
           
           
                               CONFIDENTIAL AND PROPRIETARY

                                    Page -40-
<PAGE>
      





                                   EXHIBIT "G"


<PAGE>
                                                 ____________________, 1997

SPORTSLINE USA, INC.
6340 N.W. 5th Way
Fort Lauderdale, Florida 33309

ROBERTSON, STEPHENS & COMPANY LLC
COWEN & COMPANY
MONTGOMERY SECURITIES
  as Representatives of the
     Several Underwriters
c/o Robertson, Stephens & Company LLC
555 California Street
San Francisco, California 94104


Ladies and Gentlemen:

         The undersigned understands that Robertson, Stephens & Company LLC,
Cowen & Company and Montgomery Securities, as representatives (the
"Representatives") of the several underwriters (the "Underwriters"), proposed to
enter into an Underwriting Agreement (the "Underwriting Agreement") with
SportsLine USA, Inc. (the "Company"), providing for the initial public offering
by the Underwriters, including the Representatives, of common stock, $.01 par
value per share (the "Common Stock"), of the Company (the "Public Offering").

         In consideration of the Underwriters' agreement to purchase and
undertake the Public Offering and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the undersigned agrees that, without
the prior written consent of Robertson, Stephens & Company LLC, the undersigned
will not directly or indirectly offer, sell, solicit an offer to buy, make any
short sale, pledge, grant any option to purchase, contract to sell, or otherwise
dispose of or transfer any shares of Common Stock of the Company (including,
without limitation, shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission) or any securities
convertible into or exercisable or exchangeable for such Common Stock (including
shares of Common Stock which may be issued upon exercise of a stock option or
warrant) or, in any manner, transfer all or a portion of the economic
consequences associated with the ownership of the Common Stock (including,
without limitation, by way of equity swap, hedging, or any other form of
derivative transaction) (any of the foregoing, a "Transfer"), or exercise any
registration rights with respect to the Common Stock, in each case for the
period

<PAGE>

_________________, 1997
Page 2



ending 180 days from the date the Registration Statement (No. 333-25259) filed
by the Company in connection with the Public Offering is declared effective by
the Securities and Exchange Commission; provided, however, that the undersigned
may Transfer, including any Transfer as a bona fide gift, any such securities to
any person who, at or prior to the time of such Transfer, has executed and
delivered to the Representatives a letter agreement in the form hereof.

         In addition, the undersigned agrees that the Company may, with respect
to any shares for which the undersigned is the record or beneficial holder,
cause the transfer agent for the Company to note stop transfer instructions with
respect to such shares on the transfer books and records of the Company.

         The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this letter agreement, and that, upon
request, the undersigned will execute any additional documents necessary or
desirable in connection with the enforcement hereof. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and all obligations of the undersigned created hereunder shall be
binding upon the heirs, personal representatives, successors, and assigns of the
undersigned. This letter agreement shall automatically terminate on the earlier
of (i) August 1, 1997, in the event that the Underwriting Agreement is not
executed by the Company or on prior to that date and (ii) the date that the
Underwriting Agreement is terminated, in the event that the Underwriters do not
purchase the Common Stock and the Underwriting Agreement is terminated pursuant
to its terms.

                                   Very truly yours,


Dated:______________________       _________________________________
                                   Name of Holder


                                   _________________________________
                                   Signature


Dated:______________________       _________________________________
                                   Name of Joint Holder


                                   _________________________________
                                   Signature