LICENSE AGREEMENT

This License Agreement (the ?Agreement?) is hereby entered effective as of
December 24, 2010 (the ?Effective Date?) by and among The University of Texas
at Austin IMG Communications, Inc. d/b/a IMG College (UT and,
for so long as is a party to the Rights Agreement, as defined below,
collectively referred to herein occasionally as ?Licensor?), and ESPN, inc.


WITNESSETH:

WHEREAS, pursuant to that certain Amended and Restated Rights
Agreement between UT and IMG having an effective date of July 1, 2001, as
subsequently amended by an amendment dated as of February 1, 2003, a
second amendment dated as of July 1, 2005, and a third amendment dated as of
August 1, 2009 (as amended, the ?Rights Agreement?), IMG has been granted
certain telecast and related rights with respect to intercollegiate athletics
program, which UT granted to IMG in order to promote intercollegiate athletics, to
further public purpose by advancing mission of achieving excellence in
education, research and public service and to enhance reputation and
goodwill, and which rights (including applicable limits thereon, all of which, to the
extent described herein, shall apply to ESPN hereunder) are, together with
certain of the rights described in Section II of Annex A, which rights are licensed
to ESPN by UT hereunder, described in Annex A hereto (?Television Rights?);
and

WHEREAS, changes in technology and platforms for the distribution of
audio~video content and programming have made new methods available to UT
by which UT may promote intercollegiate athletics, further public purpose by
advancing mission of achieving excellence in education, research and
public service and enhance reputation and goodwill through the distribution
of audio?video content and programming; and

WHEREAS, UT, in order to allow UT to accomplish the purposes
described above, offer additional opportunities for students, faculty and staff to
be involved in those activities, expand the educational, athletic and cultural
opportunities available for students, faculty and the general public, and otherwise
further public purpose by advancing mission of achieving excellence in
education, research and public service and enhance reputation and
goodwill, and IMG desire to facilitate the creation of a single linear television
network that will, subject to the terms hereof, be UT-branded and dedicated to
distribution of UT audio?video content and programming athletics contests,
coaches? shows, academic content, campus-?wide content, ancillary
programming, etc., all of which will be consistent with public purpose,
mission of achieving excellence in education, research and public service and

DC: 3T92588-l7

the enhancement of reputation and goodwill) via cable, satellite, telco and
any other conditional access subscription television platforms (the ?Network?), as
well as mobile, broadband and other distribution technologies, platforms and
modalities time delay viewing modes such as Start Over and Look Back)
that further the awareness or distribution of the Network and which are
developed and deployed during the Term, as provided herein; and

WHEREAS, UT desires that ESPN create, launch and arrange for the
distribution of the Network in part to offer additional educational opportunities for
students, and ESPN has indicated its intention to provide various opportunities
for student and faculty involvement in the Network, including through internships,
work-study programs and curriculum offerings by UT schools and departments,
all of which will be consistent with public purpose, will advance mission
of achieving excellence in education, research and public service and will
enhance reputation and goodwill; and

WHEREAS, ESPN desires to create, launch and arrange for the
distribution of the Network and the Digital Network (as defined below) within-the
United States and its territories and possessions, and Licensor desires to license
certain rights to ESPN in connection with such creation, launch and distribution of
the Network and the Digital Network. Notwithstanding the foregoing, ESPN will
have the option to distribute the Network and the Digital Network worldwide,
subject to prior written approval of the expansion of the Network and/or the
Digital Network into any country outside of the United States, to the extent
content is so cleared by ESPN (for purposes of this Agreement, the United
States and its territories and possessions and any such UT-approved worldwide
areas of distribution, the ?Territory?).

NOW, THEREFORE, in consideration of the premises hereof and the
mutual promises and covenants herein contained, the parties hereto, intending to
be legally bound, do hereby covenant and agree as follows:

1. TERM. The Term (herein so called) of this Agreement shall be for a
period commencing on the Effective Date and, subject to Section 14 and other
rights of termination set forth elsewhere below, terminating on June 30, 2031.
Contract Year shall be defined as the period from the Effective Date through
June 30, 2011 with respect to the first Contract Year during the Term and each
twelve (12) month period from July 1 through June 30 with respect to each
subsequent Contract Year during the Term. The parties may mutually agree in
writing to extend the Term of this Agreement at any time during the Term.

2. LICENSE. A. Subject to the terms and conditions hereinafter set
forth, (ii) all currently existing as of the Effective Date) Big 12 Conference
telecast agreements and, subject to the terms hereof (including obligations
as set forth in Section 2.8 and right of first refusal as provided for in this
Section 2.A), any future Big 12 Conference (or any other athletics conference(s)

of which UT is a member during the Term) (the ?Conference?) telecast
agreements, all governing laws, documents, rules, regulations and policies
applicable to UT, the NCAA and/or the Conference and (iv) continuing
material compliance with the material terms hereof:



Television Rights. IMG and, with respect to certain of the
rights set forth in Section II of Annex A, UT, hereby grants to
ESPN, during the Term and within the Territory (as defined
above) an exclusive sublicense to all of its Television Rights
for the sole purpose of creating, launching and distributing
the Network and the Digital Network and producing the
programming included in such Television Rights for
distribution on the Network, the Digital Network or as
otherwise expressly permitted herein, such rights in each
case to be exercised strictly in accordance with the
limitations, restrictions, and obligations imposed on ESPN by
this Agreement, each of which ESPN hereby acknowledges
and accepts. Notwithstanding the foregoing but, in the case
of the Network and the Network Content, subject to the other
terms and conditions hereof, ESPN shall not be deemed in
breach of this Agreement to the extent it exercises rights not
set forth in the Television Rights if such exercise would
otherwise be permitted under applicable law fair use).
If at any time during the Term of this Agreement, the Rights
Agreement expires without renewal or is terminated, UT
shall grant a license for the Television Rights directly to
ESPN for the remainder of the Term of this Agreement on
the same terms and subject to the same conditions,
limitations and restrictions as set forth in this Agreement.
Historical/Archived UT Video Content. In addition, solely for
use in connection with the Network Content or as otherwise
expressly permitted herein, UT shall grant to ESPN a non?
exclusive license to distribute during the Term and within the
Territory certain UT~owned and controlled historical/archived
video content with respect to UT athletics events and
programs (which license shall be royalty free, but all
operational costs associated with such content shall be paid
by ESPN and included as Network expenses for purposes of
calculating Network Adjusted Gross Revenue, and provided
that any separate use by UT of such historical/archived
video content shall be subject to the limitations set forth in
Section 2.D below). UT shall cooperate with ESPN to
facilitate the acquisition by ESPN of rights to use other
historical/archived video content.

UT Non?Athletics Programming. Further, solely for use in
connection with the Network Content or as otherwise

 

vi.

expressly permitted herein, UT shall grant to ESPN the non?
exclusive right, during the Term and within the Territory, to
produce and distribute, at cost (provided that all
costs associated with such content shall be included as
Network expenses for purposes of calculating Network

Adjusted Gross 

athletics programming, all of which programming will be
consistent with public purpose, will advance 
mission of achieving excellence in education, research and
public service and will enhance reputation and goodwill.
First Negotiation First Refusal. In the event that UT
determines not to participate in any athletics conference in
one or more sports, UT agrees to provide ESPN a right of
first negotiation of 60 days with respect to its television
telecast rights that are currently held by the Conference in
such sports, following which UT shall be free to enter into
arrangements with one or more other networks for such
sports provided that UT shall provide ESPN with a right for
48 hours to match the proposed terms of such arrangements
with other networks. in exercising the foregoing right to
match, ESPN shall not be required to comply with any term,
condition or provision which ESPN can demonstrate is
impossible for it to perform, (ii) involves any rights or
properties other than the television telecast rights that are
currently held by the Conference in such sports, or was
inserted into the proposed arrangement with the other
network for the purpose of defeating ESPN's rights
hereunder. In addition, in its match, ESPN shall be
permitted to substitute consideration equal in value to that
offered by the other network, but which is not identical to that
offered by the other network.

First Right of Selection. Subject only to commitments
to the Conference, UT and, to the extent of its rights to do
so, IMG agree that ESPN shall have the first right to select
content for the Network and the Digital Network from among
home athletic events and programming.

Use on ESPN Media. ESPN shall also have the right
during the Term to distribute all linear Network Content for
no additional charge or payment via all ESPN means and
media throughout the Territory, solely for purposes of
furthering the awareness or distribution of the Network 
live ?look-ins? to Network carried games on ESPNU),
provided that in no event shall ESPN distribute any
Network Content in any manner that, in Licensor's good faith
judgment, will materially adversely affect the distribution or
financial performance of the Network or the Digital Network,

 

 

and (ii) for clarity, ESPN shall be responsible for all
clearances in connection with any such distribution.

vii. High School Championships. UT Athletics and IMG will use
their respective best efforts to assist ESPN in obtaining the
rights to telecast the University lnterscholastic League (UIL)

 Digital 

following the expiration of the initial term of the currently
contemplated agreement with the UIL.

B. Notwithstanding anything to the contrary in this Section 2, in the
event that UT determines during the Term, to become a member of an athletics
conference other than the Big 12 Conference or not to participate in any athletics
conference, UT agrees to continue to grant and provide (or to cause IMG to
continue to grant and provide) to ESPN the Television Rights set forth in this
Agreement.

C. The Parties agree that the full linear programming signal of the
Network the full, continuous linear programming signal, 24 hours a day,
seven days a week, 52 weeks a year) and the Digital Network (which the parties
acknowledge may not be programmed on a 24/7 basis) may be distributed by
means of cable, satellite and telco subscription television platforms and by
means of any other distribution system broadband, mobile), platform,
technology and modality live linear, time delayed) now in existence or
hereafter developed and deployed during the Term utilizing secured, conditional
access interface, user authentication and means of territorial limitation. For the
avoidance of doubt, ESPN shall not transmit or distribute or authorize the
transmission or distribution of the Network, the Digital Network or any other
Content other than as expressly permitted under this Agreement.

D. Reservation of Rights; Restrictions on Licensor.

i. All other rights not expressly sublicensed or licensed to
ESPN pursuant to this Section 2 (including without limitation
all radio rights) are expressly reserved to IMG and UT, as
applicable. IMG and UT may freely exploit, and permit and
authorize other parties to exploit, any and all such retained
or reserved rights, subject only to any express limitations
placed on such rights pursuant to this Agreement (including
those limitations set forth in this Section 2.D). ESPN agrees
that, notwithstanding anything herein to the contrary, the
terms of Licensor?s existing sponsorship agreements with
each of Time Warner Cable and AT&T/Cingular, including
without limitation the audio-video rights granted thereunder
shall remain in effect following the Effective Date and
through the scheduled expiration (or earlier termination, if
applicable) of such agreements in accordance with their

terms. Until such expiration or termination, Licensor will limit
its delivery of content annually to each of Time Warner
Cable and AT&T/Cingular to an amount no more than what
was provided to such sponsor during the 2010/2011

academic year. -

        

Territory participate in or permit the development or
launch of another ?Longhorns Network? or similar network
enterprise (regardless of name) related to UT, (ii) license any
Network Content to any third party in violation of the terms of
any Network affiliation agreement which has been provided
to Licensor hereunder or in violation of the terms hereof,
including any exclusivity provisions, or otherwise
distribute the Content in any manner that, in good
faith judgment following consultation with Licensor, will
materially adversely affect the distribution of the Network
during the Term. For purposes of clarity, neither IMG nor UT
will during the Term distribute or otherwise exploit any
Network Content, or license any third party to distribute or
otherwise exploit any Network Content, other than as
expressly permitted herein.

In addition, Licensor recognizes that, subject to the terms
hereof, the live, linear feed of the Network will, subject to
the terms hereof, likely be distributed by not only cable and
other forms of subscription television but also via broadband,
mobile and other similar platforms, in each case on an
authenticated basis, and cable, satellite, telco and other
operators that distribute the live, linear feed of the Network
will likely seek to limit the distribution of the Network
Content. Accordingly, ESPN may agree with a distributor to
reasonable restrictions on the distribution of Network
Content, and Licensor, notwithstanding anything to contrary
herein, will comply with such restrictions following notice
thereof from ESPN.

The parties acknowledge and agree that the Network and
the Digital Network will be the primary and first priority
distribution outlets for all audio video distribution of UT live
athletics games/events with the exception of rights controlled
by the Conference and the NCAA. Notwithstanding the
foregoing or the exclusivities set forth herein and without
limitation of the other rights retained by Licensor hereunder,
following launch of the Network, Licensor will have the right
to distribute two minutes of highlights from any UT

athletic event/contest or athletic feature program after the
conclusion of such event or program (whether Network
Content or otherwise) as part of its official UT athletics
website, other UT operated and branded digital media or
social media platforms or applications iPad,

such. subject. to.  .. . .. 

clause (ii) above and in each case will promote the longer?
form program, if applicable, available on the Network and/or
Digital Network, and all UT non-athletic content 
textile department?s fashion show, classroom lectures,
commencement exercises, etc), whether Network Content
or otherwise, without restriction.

v. In addition to the foregoing rights of Licensor, in the event
Licensor desires to use Network Content, other Content or
UT-owned and controlled historical/archived video content
with respect to UT athletics events and programs, Licensor
may propose that it have the right to distribute the applicable
content via website and/or other platforms. In such
event, Licensor shall submit its proposal to ESPN and the
parties shall thereafter discuss in good faith the proposed
use, which shall be subject to prior written consent,
not to be unreasonably withheld or delayed.

3. CONTENT. ESPN and UT shall mutually agree (with agreement not
to be unreasonably withheld or delayed or exercised in any manner that would
deny or prevent ESPN from utilizing the Television Rights set forth in Annex A as
contemplated by this Agreement) upon a content plan (the ?Content Plan?) for all
programming and content (including, without limitation, all elements, portions and
derivative works thereof, collectively the ?Content? and, if distributed as part of
the linear Network feed, the ?Network Content?) to be distributed on or, subject to
the terms and conditions hereof, otherwise in connection with the Network and/or
the Digital Network. All such Content shall be consistent with and related to 
public purpose, will advance UT's mission of achieving excellence in education,
research and public service and will enhance reputation and goodwill.

A. Network Content. The Content Plan shall include, among other
things, advertising standards and guidelines applicable to Network
Content and other Content (which the parties agree shall be no
more restrictive than the guidelines applicable to the telecast of
Conference programming) and shall confirm exclusive right
throughout the Term and within the Territory to distribute the full
linear programming signal of the Network the full, continuous
linear programming signal, 24 hours a day, seven days a week, 52
weeks a year), the Digital Network (which the parties acknowledge
may not be programmed on a 24/7 basis) and the Content each

 

thereon through cable, satellite and telco subscription television
platforms and by means of any other distribution system 
broadband, mobile), platform, technology and modality live
linear, time delayed) now in existence or hereafter developed and
deployed during the Term utilizing secured, conditional access
user. authenticationand means of territorial limitation.
ESPN shall also have the exclusive right to distribute Network
Content through VOD, pay-per?view, applications, enhancements
or any other non-linear means or modality Start Over, Look
Back, time delayed, etc.) that furthers the awareness or distribution
of the Network, now in existence or hereafter developed and
deployed during the Term.

. Other Content. With respect to any Content that is not part of the
24/7 linear Network feed or the linear Digital Network feed, ESPN
shall have the exclusive right to distribute such Content via VOD,
pay-per-view, applications, enhancements or other non-linear
means or modality, in each case only as and to the extent permitted
by the Content Plan, and any such non~linear Content or modality
permitted by the Content Plan shall be approved by UT and shall
be distributed or utilized, as applicable, only in connection with the
arrangements for distribution of the Network.

. UT Athletics Web Sites and Social Network Media Platforms.
ESPN acknowledges UT's need to effectively communicate with its
fan base through the UT Athletics free access official websites and
various social media platforms. The Content Plan will therefore
include provisions confirming right to include audio video
content on these platforms, provided that ESPN will have the final
determination with respect to such content decisions. In addition to
the annual Content Plan, the parties will periodically review the
Content Plan with respect to content that is not being utilized on the
Network or the Digital Network, but there shall be no obligation for
either party to, as part of or as a result of such review, to alter the
exclusivity provisions of this Agreement. The first such review shall
commence 36 months after the Effective Date and subsequent
reviews shall occur as agreed upon by the parties (and no later
than 36 months following the prior review).

. Programming. Following the launch of the Network, and subject to
Licensor?s provision of the Television Rights, ESPN agrees to
distribute at least two hundred (200) UT conducted athletics events
and programs in each Contract Year (pro-rated for Year 1) on the
Network, and to include a quantity of live, delayed or re-aired UT
academic and other non-athletics programming that equals no less
than ten percent of the Content in each Contract Year unless
otherwise specified in the Content Plan for such Contract Year. in
addition, as specified in a Content Plan, ESPN agrees to include
historical/archived video content with respect to UT athletics events

to which ESPN holds the copyright through its television telecast
agreements with the Big 12 Conference at a cost reflective of an
arms-length arrangement (both for rights and operational costs and
which costs shall be included as Network expenses for purposes of
calculating Adjusted Gross Revenue), and for the further avoidance
of doubt, ESPN shall retain the copyright to such content. ESPN
shall not materially deviate from or otherwise modify any Content
Plan without the prior written consent of UT, not to be unreasonably
withheld or delayed

E. Digital Network. The parties agree that ESPN shall, as soon as is
reasonably practicable, create, launch and maintain a digital
syndicated on-line companion to the Network (the ?Digital Network?)
which, inter alia, will be the home for all Content set forth in Annex
A that cannot air on the Network due to live programming conflicts,
capacity issues, or other similar reasons. ESPN and UT shall
consult with respect to the allocation of content between the
Network and the Digital Network in the event of any such conflict.
All Content distributed via the Digital Network shall for all purposes
of this Agreement be deemed to be Network Content and, for the
avoidance of doubt, all revenues associated with the Digital
Network shall be included in Network Adjusted Gross Revenues
hereunder. Unless otherwise expressly provided herein, all
obligations, restrictions and limitations imposed on ESPN that are
applicable to the Network shall apply equally to the Digital Network.

F. Non?Live Programming. In the event that neither the Network nor
the Digital Network will distribute any of the events or programs
included in the Television Rights on a live basis, ESPN shall so
notify Licensor as soon as practicable and Licensor shall have the
right to arrange for the production and distribution of such event or
program on primary website or other mutually agreed
platform.

G. Consultation. UT shall consult in good faith with IMG in
respect of any actions, agreement or approvals taken pursuant to
this Section 3 relating to the Content Plan.

 

4. ESPN and, in the case of an on campus location,
UT shall construct or cause to be constructed a studio (the ?Studio?), at 
expense, in a mutually agreeable location, which the parties acknowledge and
agree may at election be on or off-campus. Until completion, ESPN may
provide the facilities for Network creation and distribution through temporary or
already-existing facilities (and all standards of quality set forth herein shall be
relaxed to the extent necessary given such temporary usage in good faith).
ESPN and UT preliminarily anticipate that the cost and expense of designing,
constructing and equipping the Studio will require a capital commitment of
Thirteen Million Dollars ($13,000,000) (the ?initial Capital Commitment?),
although, for purposes of clarity and provided that ESPN satisfies its other

obligations hereunder, ESPN shall not be deemed in breach of this Agreement if
the actual Initial Capital Commitment varies from the figure of $13,000,000. The
details, budget and more specific description of the Studio shall be set forth in the
Studio Space Lease (as defined below). ESPN further agrees to commit capital
resources as needed with respect to the design, construction, equipping and
maintenance and upgrades to the Studio to ensure that the Studio is designed,
constructed, equipped, operated and maintained in a manner consistent with or
above quality standards for studios for other ESPN branded networks serving a
special interest sports audience ESPNU, ESPN Deportes, ESPN Regional
Television). UT and ESPN shall negotiate the terms of a separate space lease
agreement (the ?Studio Space Lease?) with respect to the space to be used for
the Studio. The Studio Space Lease will provide, among other things, that the
design, plans and specifications of the Studio shall be subject to the mutual
written approval of UT and ESPN, not to be unreasonably withheld or delayed,
for payment of rent by ESPN to UT in an amount to be agreed upon by UT and
ESPN throughout the term of the Studio Space Lease, and that ESPN shall own
all equipment and removable fixtures installed by or on behalf of ESPN (all of
which shall be removed at cost and eXpense should ESPN desire to do
so following the expiration of the Term). In addition, ESPN agrees to
secure and maintain a staff for the Network, with the quantity and quality of such
staff to be consistent with or above standards applicable to other ESPN branded
networks sewing a special interest sports audience ESPNU, ESPN
Deportes, ESPN Regional Television), and acknowledges that it preliminarily
anticipates the staff to consist of up to seventy?five (75) individuals, although, for
purposes of clarity, ESPN shall not be deemed in breach of this Agreement if the
actual number of staff individuals varies from the number seventy-five (75).
ESPN agrees that the selection of the CEO, General Manager (or similar
officer) of the Network shall be subject to the prior written approval of UT, not to
be unreasonably withheld or delayed, and (ii) in the event that UT reasonably
determines that any on?air talent does not reflect the quality and reputation
desired by UT for the Network based upon inappropriate statements made or
actions taken by such talent and so notifies ESPN, ESPN will cause such talent
to be replaced (and will in any event no longer allow them on air
following such notice). ESPN acknowledges that UT desires to create the
Network in part to offer additional educational opportunities to students and
ESPN will COOperate with UT to provide opportunities for student and faculty
involvement in the Network, including through internships, work-study programs
and curriculum offerings by UT schools and departments.

5. [Reserved]

6. PROMOTIONAL SUPPORT. Prior to the commencement of each
Contract Year, ESPN and Licensor will mutually agree upon an annual
promotional campaign to promote the Network and the Digital Network on a
statewide, regional and national basis (if in any year the parties do not so
mutually agree, the dispute resolution provisions of Section 17A shall apply).

10

7. [Reserved].

8. ESPN OBLIGATIONS. ESPN will create, operate and maintain the
Network throughout the term as a linear television network that is first class in all
respects, including, without limitation, production values, talent, programming,
marketing, promotions, and technical sophistication HD feeds as
appropriate) consistent with other ESPN branded networks serving a special
interest sports audience ESPNU, ESPN Deportes, ESPN Regional
Television) and that at all times will reflect well on UT and the UT image and
brand. If a separate entity other than ESPN owns or operates the Network, such
entity will be majority-owned and managed by ESPN and any other equity
partners or owners must be approved in writing by UT (such approval limited
to issues of UT image and brand appropriateness, (ii) not required with respect to
equity partners or owners which are also distributors of the Network and not
to be unreasonably withheld or delayed). Ownership of the Digital Network shall
at all times be the same as that of the Network. Upon and following its launch,
the Network shall be distributed on a twenty-four (24) hour per day, seven (7) day
per week, and fifty?two (52) week per year basis. ESPN shall provide copies of
all affiliation and other agreements (or if such agreements relate to other ESPN
assets in addition to the Network, the applicable portions thereof) relating to the
Network?s and/or the Digital Network?s distribution to Licensor following
execution and delivery thereof. ESPN agrees to launch the Network on or before
August 1, 2011, provided that in the event that the Studio is not substantially
completed by August 1, 2011 the parties may mutually agree to postpone the
launch date to a date no later than September 1, 2011 (the actual date of such
launch, the ?Launch Date?) and shall be responsible for all costs and expenses
with respect to the Network and the Digital Network, including without limitation
the costs and expenses incurred with respect to production or acquisition of any
Content (other than Content supplied by UT and/or IMG on a royalty-free basis
hereunder) and all costs and expenses incurred with respect to the distribution of
the Network and the Digital Network. ESPN anticipates the annual operating
budget (the ?Budget?), beginning with the Contract Year that starts on July 1,
2011 will be approximately Twenty Six Million Dollars ($26,000,000) per Contract
Year, which includes estimated production costs of Fifteen Million Dollars
($15,000,000) increasing at 3% annually, and estimated overhead costs of
Eleven Million Dollars ($11,000,000) increasing at 4% annually, although, for
purposes of clarity and provided that ESPN satisfies its other obligations
hereunder, ESPN shall not be deemed in breach of this Agreement if the Budget
varies from such amounts. ESPN shall meet and consult annually with Licensor
in connection with the establishment of the Budget for each Contract Year and in
connection with any amendments or modifications thereto. Without limitation of
the foregoing, ESPN agrees that in all events it shall operate the Network and the
Digital Network and its rights hereunder in good faith using sound business
principles and, in doing so, shall seek to maximize Annual Guaranteed Royalties
paid to Licensor hereunder. In no event shall the Network or the Digital Network

11

enter into transactions with ESPN or its affiliates on terms that are less
advantageous to the Network or Digital Network, as applicable, than those that
would be obtained from third parties on an arms? length basis. ESPN
acknowledges that the Network and the Digital Network will be a representation
of UT and will directly affect the goodwill and reputation of UT, and therefore
ESPN agrees that UT shall have prior approval of the name and branding of
each of the Network, the Digital Network and their Content and to such end will
issue a ?style guide? for the Network, the Digital Network and their Content and
any changes to such ?style guide? during the Term (ii) in no event shall any
Network or Digital Network programming or Content be inconsistent with 
public purpose, mission of achieving excellence in education, research and
public service or reputation and goodwill and in no event shall any Network or
Digital Network programming or Content include any content, excepting factual
news reporting and related commentary, that is in any significant part derogatory
or disparaging to, or could reasonably be expected to harm the reputation or
image of, UT, The University of Texas System, or any of their respective
institutions, schools, departments, programs, students, alumni, faculty, staff or
administrators or any elected or appointed public officials, etc. ESPN shall not
authorize a distributor to distribute or promote the availability of the Network or
the Digital Network in a manner that suggests a sponsorship, endorsement or
similar relationship with UT or with any UT student, faculty, staff or administrator.
ESPN agrees to obtain and maintain any licenses, permits and authorizations
required by the FCC or other regulatory or governmental authority to operate
(with which such efforts UT agrees to cooperate) and to comply with all laws and
regulations imposed by federal, state or local authorities relating to its production
and distribution of the Content and the launch, operation and distribution of the
Network and the Digital Network (including without limitation all closed captioning
and children?s programming requirements). ESPN further agrees that none of
the Content produced, provided or obtained by ESPN, or the use thereof
permitted by ESPN in connection with its arrangements for distribution of the
Network or the Digital Network: (A) is or will be libelous, slanderous, obscene,
defamatory or indecent; (B) violates or infringes or will violate or infringe the civil
or property rights, copyrights (including music and performance
rights and dramatic and non?dramatic music rights), trademark rights, patent
rights, rights of privacy or publicity of any person or entity; (C) violates or will
violate any applicable law, or (D) is or will be otherwise inconsistent with 
public purpose, mission of achieving excellence in education, research and
public service or reputation and goodwill. Without limiting the foregoing, ESPN
will be responsible for clearing the appearance of all talent and all elements of all
ESPN produced, provided or obtained Content, as well as any ESPN produced,
provided or obtained advertising or promotions for the Network, the Digital
Network and/or the Content, for exploitation on all platforms and in all mediums
utilized by ESPN or any distributor of the Network or the Digital Network, and will
provide Licensor with such clearance logs and similar records as it maintains with
respect to such Content, advertising and promotions upon request. UT and, to
the extent of its rights to do so, IMG, will cooperate with ESPN with respect to

12

obtaining such clearances whenever possible. If and to the extent that ESPN
desires to use, in connection with Content or Network Content, historical/archived
video, sound or photographic content that UT owns or has licensed from third
parties, UT shall, with respect to each such item of video, sound or photographic
content, communicate to ESPN the scope and limitations associated with the
permissible use of such item, and ESPN agrees to only use such item in
accordance therewith. UT shall be under no obligation to provide ESPN with any
historicaliarchived video, sound or photographic content that (A) UT does not
know is cleared for distribution on the Network or the Digital Network or
otherwise for any uses proposed by ESPN, (B) is or will be libelous, slanderous,
obscene, defamatory or indecent; (C) violates or infringes or will violate or
infringe the civil or property rights, copyrights (including music 
and performance rights and dramatic and non-dramatic music rights), trademark
rights, patent rights, rights of privacy or publicity of any person or entity; or (D)
violates or will violate any applicable law.

9. COPYRIGHT, TRADEMARK AND PUBLICITY RIGHTS.

A. Other than with respect to pre?existing works and copyrights
therein, ESPN shall own all copyright in and to all Content
produced hereunder and distributed on the Network or the Digital
Network, and ESPN hereby licenses such Content to UT on an
irrevocable, worldwide and royalty free basis during such period of
ownership for use by Licensor as set forth herein. After a period of
thirty days following initial airing on the Network or the Digital
Network (in the case of Network Content) or initial recording (in the
case of all other Content), such rights shall automatically be
assigned by ESPN to UT, subject to a royalty free license from UT
to ESPN to use the Content during the Term and within the
Territory as set forth herein. ESPN agrees, at expense, to
execute and deliver such confirmatory assignment documents as
may be reasonably deemed appropriate by UT in furtherance of the
foregoing assignment. UT shall thereafter retain the copyright to all
Content distributed on the Network or the Digital Network or
otherwise produced hereunder, provided that such ownership shall
in no event impair the rights licensed to ESPN hereunder.
Notwithstanding the foregoing, ESPN shall retain the copyright to
all programs and segments (whether ESPN or Network produced)
that are UT~specific versions of recurring feature programs or
segments that are regularly presented on and otherwise associated
with another ESPN network(s) SportsNation segments or 
Longhorn). ESPN shall be responsible for recording all such
Content in a tangible, reproducible and non?transitory medium,
satisfactory to UT to ensure audio and video recordings of high
quality, and, to the extent ESPN has retained a copy of such
Content (which ESPN agrees it shall do for at least one year), shall
provide all such recordings to UT upon request. Without limitation

13

of the foregoing, ESPN shall obtain from all subcontractors,
freelancers or other third parties creating or contributing
copyrightable subject matter that is incorporated into the Content
an assignment of all right, title and interest in such materials
(except to the extent that such third party materials consist of pre-
existing or specially commissioned works that are properly cleared
for use in the Content pursuant to clearance obligations set
forth in Section (ii) upon request provide to UT copies of
assignments and clearance documentation obtained by ESPN in
accordance with Sections 8 and and provide all
assistance reasonably requested by UT at cost to facilitate its
efforts to register or enforce its copyrights in the Content. During
the Term of this Agreement, each party may exploit such copyright
solely as set forth herein, unless otherwise mutually agreed upon
by the parties. ESPN shall include all such copyright notices and
production credits as IMG and/or UT reasonably deems appropriate
in any Content distributed on the Network and/or the Digital
Network.

. UT hereby grants to ESPN the right to use names and likenesses
of UT individual participants in athletics events included in the
Content as a function of the distribution of such Content as
expressly permitted hereunder (other than uses by ESPN pursuant
to Section 2.A.vi above, with respect to which UT agrees to
facilitate efforts to obtain name and likeness rights) and
agrees to facilitate efforts to obtain the names and
likenesses of UT individual participants in the Content for
advertising, promotion and publicity purposes, provided that such
names and likenesses shall not be used as an endorsement of or in
connection with a commercial product or service other than to
promote the Content and/or its distribution by the Network?s or
Digital Network?s distributors and (ii) any uses thereof shall be
subject to applicable law and to all governing documents, rules,
regulations and policies of UT, the NCAA and/or the Conference.
UT agrees to provide reasonable assistance to ESPN in
connection with efforts to ensure that ESPN has the right to
make appropriate references, including, but not limited to, the use
of pictures of the university sports teams participating in the
Content, and such universities? athletics conference logos; 
assist ESPN, upon request, in notifying non?UT
participants of the telecasting of the Content, in the case of non~
Conference opponents, use best efforts to cause such non-UT
participants to provide ESPN with its respective players? or other
participants? names, likenesses and other items in promoting and
telecasting the Content, in the case of Big ?12 Conference
opponents, cause such non-UT participants to provide ESPN with
its respective players? or other participants? names, likenesses and

14

other items in promoting and telecasting the Content and in the
case of any other Conference of which UT is a member, use best
efforts to cause such non-UT participants to provide ESPN with its
respective players? or other participants? names, likenesses and
other items in promoting and telecasting the Content. In
consideration of the foregoing obligations on the part of UT, ESPN
agrees to reasonably cooperate with any footage rights and access
requests made by non-UT participants (provided that in no event
shall ESPN be required to cooperate with any such requests that it
believes would adversely affect the Network). Any promotional
claims made by ESPN regarding the Content shall not imply that
and/or UT or the non-UT participant school, or their facilities,
employees or student bodies recommend or endorse any
advertised product. No athlete?s name or picture shall be used for
advertising so as to violate UT, Conference and/or NCAA rules or
eligibility or any applicable laws.

. hereby grants to ESPN a sublicense during the Term to use
name, trademarks, service marks, logos, or symbols 
Marks?), solely in announcements and advertising promoting the
Network, the Digitai Network and any Content being broadcast on
the Network, the Digital Network or as otherwise expressly
permitted hereunder, and the distribution thereof by the Network?s
and the Digital Network?s distributors (the ?Permitted Uses?). For
the avoidance of doubt, the Network?s and Digital Network?s name,
logos, domain names, branding and other similar proprietary rights
shall be owned by UT and are UT Marks that are subject to the
terms of the foregoing license and the other terms of this
Agreement. All such uses of the UT Marks shall be subject to
Licensor?s prior written approval, such approval not to be
unreasonably withheld and to be deemed given if no response is
made within three (3) business days of receipt by of 
written request therefor. ln addition, once approval is provided for a
particular use, then, subject to any conditions provided for in such
approval, subsequent approvals will not be required for additional
uses in the same jurisdiction of the same material in the same
manner (including in the same media and format), and provided
that Licensor may at any time withdraw such approval with respect
to future uses. Any requests for approval shall be in writing and
transmitted by electronic mail, facsimile, certified mail, express
mail, overnight carrier, or regular mail, depending upon the
expected response time by response will be
transmitted by the same means as that utilized by ESPN, unless a
response by other means is requested by ESPN. response
may be by telephone with written confirmation of such response.
Requests for approvals shall be addressed as follows:

15

IMG College

Scott Willingham, General Manager
2312 San Gabriel Street #200

Austin, Texas 78705

Fax: 512?478?7742

Email: scottwillinoham@imqworld.com

D. For the avoidance of doubt, neither the foregoing Section 9.0 nor
anything else in this Agreement authorizes or shall be deemed to
authorize the use or sublicense by ESPN of any UT Marks in
connection with any merchandising, any products or services
(except the Permitted Uses expressly contemplated in this
Agreement), any premium item, or any other commercial
exploitation, endorsement, or tie?in of any kind, without the express
prior written consent of IMG and a separate written sublicense
agreement with IMG (which license agreement may, for the
avoidance of doubt, include royalties and other license fees).

E. ESPN hereby grants to UT a perpetual, royalty-free worldwide
license to use and sublicense the use of name,
trademarks, service marks, logos, or symbols Marks?),
solely to the extent that the ESPN Marks are imbedded in the
Content, in connection with exploitation of its rights in and to
the Content and in connection with announcements and advertising
promoting the Content, and subject to the same approval
procedures and conditions set forth above in Section 9. C.

F. Licensor and ESPN shall mutually agree upon an intellectual
property protection plan (the Protection Plan?) which shall
address such issues as copyright and trademark registration and
enforcement and similar issue regarding the Content and other
intellectual property of the Network and the Digital Network. Such
lP Protection Plan may be amended from time to time as mutually
agreed by the parties.

10.00NSIDERATION.

A. As full consideration for all rights granted to ESPN by Licensor as
set forth in this Agreement (except as otherwise expressly set forth
herein), ESPN agrees to pay Licensor the following consideration
each Contract Year:

Beginning with the Contract Year that starts on July 1, 2011 (or
earlier if the Launch Date occurs in the prior Contract Year), an
Annual Guaranteed Royalty (herein so called) equal to the sum
of:

16

 Ten Million Nine Hundred Eighty Thousand Dollars
($10,980,000) (?Minimum Annual Guaranteed Royalty?) per
Contract Year, which amount shall increase by 3% per Contract
Year (for sake of clarity, the first Year?s Minimum Annual
Guaranteed Royalty payment will be pro-rated on a twelve
month basis to reflect the actual launch date of the Network
(and in all events such payments shall commence on the
Launch Date) and the Minimum Annual Guaranteed Royalty
shall be included among the Network?s expenses in calculating
Network Adjusted Gross Revenues as provided in clause (ii)
below); and

(ii) Once ESPN has received an aggregate amount of Network
Adjusted Gross Revenue (as defined hereinafter) equal to
$295,000,000 (the ?Threshold Amount?) (for clarity, on an
aggregate and cumulative basis commencing with the Effective
Date, as opposed to a per Contract Year basis), an ?Incremental
Royalty? equal to seventy percent of Network Adjusted
Gross Revenue. Network Adjusted Gross Revenue shall mean
with respect to each Contract Year the actual net income for the
Network and the Digital Network, to include all actual gross
revenues of the Network and the Digital Network less any actual
expenses of the Network and the Digital Network, including but
not limited to rent (other than Studio Space Lease rent, which
shall not be included among Network expenses), overhead,
rights fees, the Minimum Annual Guaranteed Royalty,
production costs, promotional and advertising costs, any costs
associated with the registration and/or enforcement of Network
or Digital Network intellectual property rights trademark
and copyrights) as provided in the IP Protection Plan and any
sales or agency commissions, including, without limitation,
commissions payable to IMG pursuant to the Advertising Sales
Representation Agreement, attached hereto as Annex C, in
each case determined in accordance with Generally Accepted
Accounting Principles (GAAP) consistently applied. ESPN
agrees that in no event shall costs or expenses incurred in
connection with any financing for the Network or the Digital
Network (including debt service, fees or related expenses) not
approved in advance and in writing by Licensor be included
among the Network?s or Digital Network?s expenses for
purposes of calculating Network Adjusted Gross Revenue.
Licensor acknowledge that ESPN may, subject to the terms
hereof (including without limitation those applicable to related
party transactions) utilize a portion of non?Network
facilities, personnel or other resources for use by the Network
and will charge Network for Network?s pro rata share (as

17

determined in reasonable good faith judgment) of the
costs associated with such facilities, personnel and resources.
Moreover, Network Content and other property of Network
and/or Digital Network may, subject always to the terms hereof,
be sold or licensed to third parties in arms? length transactions
which also include non~Network Content or property, provided
that in any such case the allocation of consideration for such
sale or license shall be determined on a pro rata basis based on
the then~current rate cards for the properties that are subject to
such sale or license. ESPN agrees to notify and consult with
Licensor in the event that the actual Network or Digital Network
expenses will deviate from the Budget by more than five percent
in any Contract Year and, without limitation of the
foregoing, agrees that allocations of overhead
expenses will not deviate from the Budget by more than five
percent in any Contract Year without the prior written
approval of Licensor.

The Annual Guaranteed Royalty payment in any Contract
Year will be reduced by the amount of rent paid to UT pursuant
to the Studio Space Lease for such Contract Year.

B. Accounting and Payment; Financial Reporting. The Annual

Guaranteed Royalty as set forth in Section 10(A)(i) (reduced by the
amount of any rent paid to UT pursuant to the Studio Space Lease
during the applicable quarter as provided in Section 
shall be paid to IMG in quarterly installments on the following dates
in each applicable Contract Year: July 31, October 31, January 31
and April 30. In the event that the Incremental Royalty will be paid
pursuant to Section 10(A)(ii) in any Contract Year, ESPN shall pay
IMG the balance due for such Contract Year within ninety (90) days
of the conclusion of such Contract Year. UT and have entered
into (or shall, following the Effective Date, enter into) a separate
agreement providing, among other things, for the allocation of
payments of the Annual Guaranteed Royalty between UT and IMG,
and IMG shall be responsible for remitting to UT its share of any
Annual Guaranteed Royalty in accordance with that agreement.
UT and IMG acknowledge and agree that IMG is and shall be
acting as an agent for UT in receiving and remitting to UT payments
of share of the Annual Guaranteed Royalty and that UT and
IMG have not agreed to share profits or to create a partnership or
joint venture. IMG and UT agree that all remittances due to UT
which ESPN pays to IMG shall, as between ESPN and UT, be
deemed to have been received by UT. UT acknowledges that the
commissions payable to pursuant to the Advertising Sales
Representation Agreement, attached hereto as Annex C, will not be

18

included in the calculation of Gross Revenues under the Rights
Agreement.

ESPN shall cause the following reports to be prepared for the
Network and Digital Network in accordance with GAAP and on a
separate, stand-alone basis and delivered to each of UT and IMG:
a quarterly report reflecting Annual Guaranteed Royalty
calculations, which shall be delivered within 45 days following the
end of each fiscal quarter and which shall be in a format mutually
acceptable to ESPN, UT and and (ii) an annual report
reflecting Annual Guaranteed Royalty calculations using a June 30
end date, which shall be delivered within 90 days following the end
of each Contract Year and which shall be in a format mutually
acceptable to ESPN, UT and IMG. Such reports shall, for the
avoidance of doubt, reflect amounts paid to ESPN with respect to
the satisfaction of the Threshold Amount.

. Records and Right to Audit. ESPN shall keep, maintain and
preserve at its principal place(s) of business during the Term, any
renewal periods and at least four (4) years following termination or
expiration hereof, complete and accurate books, accounts, records
and other materials covering all transactions related to this
Agreement, the Network and the Digital Network, all of which shall
be maintained in accordance with GAAP and on a separate, stand?
alone basis and in a manner such that the information and
financials (including without limitation all revenues, expenses,
Network Adjusted Gross Revenue, Studio Space Lease rent and
commissions) can be readily determined. UT and/or IMG and/or
either of their duly authorized representatives shall have the right to
inspect and audit all materials related to this Agreement. Such
materials shall be available for inspection and audit (including
photocopying) at any time during the Term, any renewal periods
and for at least four (4) years following termination or expiration
hereof during reasonable business hours and upon at least five (5)
days notice to ESPN. ESPN will cooperate and will not cause or
permit any interference with UT and/or IMG and/or either of their
representatives in the performance of their rights of inspection and
audit. UT and/or IMG and/or either of their representatives shall
have free and full access to said materials for inspection and audit
purposes. Following the conduct of the audit, ESPN shall take
immediate steps to timely resolve all issues raised therein,
including payment of any undisputed monies owing and due.
Should an audit indicate either an undisputed underpayment of
five percent or more, or (ii) an undisputed underpayment of
$50,000 or more, whichever is greater, in each case of the amounts
due in any Contract Year, the cost of the audit shall be paid by

19

ESPN. Payment of any audit costs is in addition to the full amount
of any underpayment. ESPN must cure any undisputed contract
breaches discovered during the audit, provide amended reports if
required or requested by UT and/or IMG and/or either of their
representatives, and submit the amount of any undisputed
underpayment including, if applicable, the cost of the audit within
thirty (30) days from the date ESPN is notified of the audit result. In
the event that ESPN disputes the results of any such audit, it shall
do so within 45 days following its receipt thereof, and such dispute
shall be subject to the provisions of Section 17 below.

Prior to the commencement of each Contract Year, ESPN and
Licensor will mutually agree upon a plan for allocation of tickets to UT
games and athletic events at no cost to the Network or ESPN for purposes
of developing and distributing the Network, selling advertising thereon and
other customary hospitality purposes in connection therewith, which plan
shall provide for tickets in amounts to be agreed by the parties. If in any
year the parties to not so mutually agree, the prior Contract Year?s plan
and terms shall remain in place.

20

12. INDEMNIFICATION.

A. ESPN shall indemnify and hold harmless IMG, UT and each of their
respective parent companies, subsidiaries and affiliates and each
of their officers, directors, employees, agents and representatives,
and, with respect to UT, the Board of Regents of The University of
Texas System from any claims, demands, liabilities, causes of
action, judgments, penalties, damages, costs, and reasonable
attorneys? fees (collectively, ?Losses?) that result from or arise out
of: breach (or, with respect to third party claims, alleged
breach) of this Agreement or any representation or obligation
hereunder; (ii) the violation of any applicable federal, state, or local
law, rule or regulation by ESPN, its officers, employees,
subcontractors and/or agents in the performance of this Agreement;
the injury or death of a person or damage to property arising
from the negligent or intentional acts or omissions of ESPN, its
officers, employees, subcontractors, and/or agents in connection
with the performance of the Agreement and (iv) the Network?s and
the Digital Network?s launch, distribution and Content (including
without limitation claims for breach of any applicable carriage or
affiliation agreements and any claims that the Network and/or the
Digital Network, their Content or any element thereof violates the
rights of a third party), in each case except to the extent that
indemnification in respect thereof is expressly provided for in
Section 12.8 or 12C below.

B. IMG shall at all times indemnify, defend and hold harmless ESPN
and UT, and each of their respective parent companies,
subsidiaries and affiliates and each of their officers, directors,
employees, agents and representatives and, with respect to UT, the
Board of Regents of The University of Texas System from and
against any Losses arising out of any breach (or, with respect to
third party claims, alleged breach) of representation, warranty or
other obligation or provision hereof by IMG or, unless subject to
indemnification obligations as set forth in Section 12.A(i)
above (including without limitation obligations to obtain
clearances hereunder), arising out of the use and distribution of any
Content produced or provided by IMG provided that such Content is
not altered and is used and distributed in accordance with the terms
hereof and of any further restrictions placed thereon by (ii) the
violation of any applicable federal, state, or local law, rule or
regulation by IMG, its officers, employees, subcontractors and/or
agents in the performance of this Agreement; and the injury or
death of a person or damage to property arising from the negligent
or intentional acts or omissions of IMG each of their officers,
employees, subcontractors, and/or agents in connection with the
performance of the Agreement.

21

C. To the extent provided by the Constitution and laws of the State of
Texas, UT will indemnify and hold harmless ESPN, IMG and their
respective parent companies, subsidiaries and affiliates and each
of their officers, directors, employees, agents and representatives
from any Losses arising out of breach (or, with respect to
third party claims, alleged breach) of this Agreement or any
representation or obligation hereunder; (ii) unless subject to
indemnification obligations as set forth in Section 12.A(i)
above (including without limitation obligations to obtain
clearances hereunder), the violation of any applicable federal,
state, or local law, rule or regulation by UT, its officers, employees,
subcontractors and/or agents in the performance of this Agreement;
the injury or death of a person or damage to property arising
from the negligent or intentional acts or omissions of UT, its
officers, employees, subcontractors, and/or agents in connection
with the performance of the Agreement and (iv) unless subject to
indemnification obligations as set forth in Section 12.A(i)
above (including without limitation obligations to obtain
clearances hereunder), Content produced or provided by UT
provided that such Content is not altered and is used and
distributed in accordance with the terms hereof and of any further
restrictions placed thereon by UT.

13. INSURANCE

A. ESPN warrants and represents that it has, or will secure
prior to launching the Network and will maintain throughout the
Term and for at least three (3) years following any distribution of the
Content on the Network or the Digital Network:

Standard errors and omissions insurance (also known as
media or broadcasters? liability insurance) covering the
ESPN?produced Content and obligations hereunder.
Such insurance must have limits for damages and legal
defense costs and fees of at least $10,000,000 for each
claim and an annual aggregate of $10,000,000 .

Workers compensation coverage for all persons it employs
in connection with the ESPN-produced Content and the
Network that is sufficient under the laws of the state(s) in
which those persons render services in connection with this
Agreement Including Employers liability with limits of no less
than $1,000,000 each accident for bodily injury by accident;
$1,000,000 for bodily injury by disease and $1,000,000 each
employee for bodily injury by disease (in Ohio, Washington,
North Dakota or Wyoming, stop gap employers liability limits
of not less than $1,000,000 each accident for bodily injury by

22

accident; $1,000,000 for bodily injury by disease and
$1,000,000 each employee for bodily injury by disease will
be included);.

Commercial general liability insurance, including products
and completed operations, having a limit of at least
$1,000,000 each occurrence and a general aggregate of
$2,000,000;

Commercial Automobile Insurance with combined single
limits of at least $1,000,000 each accident; and

Commercial umbrella insurance having a limit of at least
$5,000,000 each occurrence and an aggregate of
$5,000,000. This policy will be excess and follow form to the
underlying primary commercial general liability, employer?s
liability and auto liability policies.

All insurance must be issued by reputable insurers rated A or better
AM. Best and Co. and must name its parent, subsidiary and
affiliated companies, UT and its licensees, and all of their
respective officers, directors, agents, and employees as an
additional insured (except under the workers compensation and
employer liability insurance). Coverage must be primary and non-
contributory and provide a waiver of subrogation. ESPN will deliver
to IMG sufficient evidence of such insurance coverage upon
request.

. warrants and represents that it has, or will secure prior to
distribution of any Content produced by IMG and will
maintain during the Term and for at least three (3) years following
any distribution of such Content on the Network or the Digital
Network:

Standard errors and omissions insurance (also known as
media or broadcasters? liability insurance) covering the 
produced or provided Content and obligations
hereunder. Such insurance must have limits for damages
and legal defense costs and fees of at least $10,000,000 for
each claim and an annual aggregate of $10,000,000.

Workers compensation coverage for all persons it employs
in connection with the lMG-produced Content that is
sufficient under the laws of the state(s) in which those
persons render services in connection with this Agreement,
including Employers liability with limits of no less than
$1,000,000 each accident for bodily injury by accident;

23

$1,000,000 for bodily injury by disease and $1,000,000 each
employee for bodily injury by disease (in Ohio, Washington,
North Dakota or Wyoming, stop gap employers liability limits
of not less than $1,000,000 each accident for bodily injury by
accident; $1,000,000 for bodily injury by disease and
$1,000,000 each employee for bodily injury by disease will
be included);

Commercial general liability insurance having a limit of at
least $1,000,000 each occurrence and a general aggregate
of $2,000,000;

Commercial Automobile insurance with combined single
limits of at least $1,000,000 each accident; and .

Commercial umbrella insurance having a limit of at least
$5,000,000 each occurrence and an aggregate of
$5,000,000. This policy will be excess and follow form to the
underlying primary commercial general liability, employer?s
liability and auto liability policies.

All insurance must be issued by reputable insurers rated A or better
AM. Best and Co. and must name ESPN, its parent, and affiliated
companies and all of their respective officers, directors, agents, and
employees as an additional insured (except under the workers
compensation policy and employee liability insurance). Coverage
must be primary and non-contributory and provide a waiver of
subrogation. IMG will deliver to ESPN sufficient evidence of such
insurance coverage upon request.

14.. Events of Termination.

A. Either ESPN or UT may terminate this Agreement upon written
notice to such other party (with a copy to IMG) of the occurrence of
any of the following: any event of material default by any other
party which remains uncured for more than thirty (30) days after the
giving of written notice thereof to the party in default; (ii) any other
party is adjudicated by a court as insolvent, declares bankruptcy or
discontinues its business affairs; or the dissolution of any other
party. Except as provided otherwise herein, each party reserves all
other rights and remedies hereunder and otherwise permitted by
law that have accrued at the date of termination of this Agreement
and does not waive any obligation of any party by reason of the
exercise of such termination option; provided, however, that no
party shall be liable to any other party for consequential or special
damages or other loss of profits of any other party upon any such
termination.

24

C. If Licensor notifies ESPN or ESPN determines in its reasonable
good faith judgment that Licensor will be unable to provide a
material portion of the material athletic events set forth in Annex A
of this Agreement football, basketball and other sports) in any
Contract Year, for whatever reason, then ESPN may give written
notice to that effect to UT and IMG (which notice shall specifically
refer to this Section 14.0). If Licensor does not, within 180 days
after receipt of such notice from ESPN, either remove or resolve, to
reasonable satisfaction, any limitations, restrictions or
conditions on Licensor?s ability to provide such Television Rights or
otherwise adjust the terms of this Agreement (including, if
applicable, those set forth in Section 10) on terms that are mutually
agreeable to Licensor and ESPN, then ESPN shall have the right,
but not the obligation, to terminate this Agreement.

D. If the performance by either UT or ESPN of its obligations under
this Agreement has been made impracticable or unlawful as the
result of any constitutional provision, law, rule, regulation, or policy
of the State of Texas or the Board of Regents of The University of
Texas System that is adopted or applied to such party in a
discriminatory manner after the Effective Date, then such party
shall have the right to terminate this agreement upon thirty (30)
days prior written notice to each other party; provided, that the
terminating party did not itself cause or initiate the adoption or
application of such provision, law, rule, regulation or policy and that
such party has made all reasonable efforts to overcome obstacles
to its performance.

25

E. Notwithstanding any termination of this Agreement, the provisions
of this Section 14, Section 12, Section 13, Section 16, Section 18
and any provision of this Agreement that by its term survives
termination shall each survive any such termination.

F. Upon the expiration without renewal or termination of the Rights
Agreement, all rights, interests and obligations of IMG under this
Agreement shall terminate; provided, that all rights and remedies
of IMG under this Agreement that have accrued as of the date of
such expiration or termination (inciuding without limitation all rights
in respect of Annual Guaranteed Royalty and Commission
payments), (ii) all rights of IMG pursuant to Sections 12A and 12.0
and the obligations of IMG pursuant to Section 12.8 shall each
survive such termination. From and after the date of such
termination, all amounts payable to pursuant to this Agreement
(other than with respect to rights of IMG that have accrued as of the
date of such termination) will be payable to UT, and each reference
to IMG in this Agreement shall be deemed to be a reference to UT,
mutatis mutandis. Notwithstanding the foregoing, upon such
termination, ESPN shall assume the role of advertising sales
representative for the Network.

G. In the event that the Studio will be located on campus and the
Studio Space Lease, following good faith negotiations by the
parties, is not executed by February 28, 2011, ESPN and UT will
each have the right to terminate this Agreement without further
liability upon 30 days? written notice to the other.

15.Assignment. None of the parties hereto may assign all or any of its rights
or obligations under this Agreement, except that, subject to rights in
Section 14.B(ii) above, either IMG or ESPN may make such an
assignment to a parent, subsidiary or affiliate, or in connection with the
sale of all or substantially all of the assets of IMG or ESPN, without the
prior written consent of the other parties, provided that, in the event of any
assignment by ESPN to a parent, subsidiary or affiliate, ESPN shall
remain liable for payment of the amounts provided for in Section 10
above.

16.Notices. All notices, claims, requests for approval, or demands required
to be given by any party shall be in writing and will be deemed to have
been given if delivered by hand, prepaid telegram, or mailed registered or
certified mail, postage prepaid, return receipt requested, or any means of
express mail with confirmed delivery addressed as follows:

26

T0 ESPN:

With copies to:

To IMG:

with copies to:

And

To UT:

And

with copies to:

Burke Magnus

Senior Vice President, Programming
ESPN, Inc.

ESPN Plaza

Bristol, CT 06010

ESPN Legal Department
ESPN Plaza
Bristol, CT 08010

Tom Stultz

IMG College

548 East Main Street
Lexington, KY 40508

Scott Willingham

IMG College

2312 San Gabriel Street
Suite 200

Austin, TX 78705

IMG College

Legal Department
548 East Main Street
Lexington, KY 40508

DeLoss Dodds

Men's Athletics Director

The University of Texas at Austin
PO. Box 7399

Austin, TX 78713

Chris Plonsky

Women?s Athletics Director

The University of Texas at Austin
718 Bellmont Hall

Austin, TX 78712

Patti Ohlendorf

Vice President for Legal Affairs
PO. Box 

UT Station

Austin, Texas 78713

27

17. Dispute Resolution.

A. In the event that a material dispute relating to this Agreement arises
between any of the Parties, including any disputes that would give
rise to a right of termination pursuant to Section 12, negotiations
shall be conducted by the representatives of the applicable Parties
designated in Annex or their successors appointed by the
applicable Party (collectively, the ?Resolution Management
Committee?). Any representative of a Party on the Resolution
Management Committee may be replaced at any time by the Party
that initially appointed such representative with a comparable
representative upon prior written notice to the other Party. If the
Resolution Management Committee is unable to resolve the
dispute within ten (10) business days after the initial request for
negotiations at this level, then the matter shall be referred to the
executives of the applicable Parties set forth in Annex or their
successors appointed by the applicable Party.

8. The parties agree that any and all disputes, claims or controversies
arising out of or relating to this Agreement (other than requests for
injunctive relief where injunctive relief is available under this
Agreement or by law) that are not resolved by their mutual
agreement or otherwise pursuant to the preceding Section 17A
shall be submitted to non?binding arbitration before JAMS, Inc.
or its successor, pursuant to the United States Arbitration
Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in
accordance with the provisions of JAMS Comprehensive Arbitration
Rules and Procedures in effect at the time of filing of the demand
for arbitration. The parties will cooperate with JAMS and with one
another in selecting an arbitrator from the JAMS panel of neutrals,
and in scheduling the arbitration proceedings. The parties covenant
that they shall participate in the arbitration in good faith, and that
they shall share equally in any charges of JAMS and the arbitrator.
Unless the parties agree to the contrary with respect to a particular
arbitrable matter, such arbitration shall take place in Austin, Texas.

C. The foregoing provisions of this Section 17 shall not apply to or limit
the right of a Party to seek a temporary restraining order or other
provisional remedy to preserve the status quo or to prevent
irreparable harm. Unless otherwise expressly set forth in this
Agreement, a Party shall not be excused from performing any of its
obligations hereunder during the pendency of the dispute resolution
process set forth in Sections 17.A or B. For the avoidance of
doubt, a Party shall not be required to submit any disputes that
would give rise to a right of termination pursuant to Section 14 to
arbitration under Section 17.8 prior to exercising such Party?s
termination rights hereunder and (ii) in the event the dispute
resolution process set forth in Sections 17A or does not yield a

28

resolution, the parties are free to pursue any and all remedies
available to them.

D. UT acknowledges and confirms that by entering into and
performing its obligations under this Agreement, UT may be
deemed to have waived its right to immunity from liability with
respect to its obligations hereunder. Notwithstanding the foregoing,
neither the entry into nor the performance of its obligations
hereunder shall constitute a waiver of any right of immunity from
suit with respect to the obligations of UT under this Agreement.

18.Miscellaneous. THE VALIDITY, INTERPRETATION AND
PERFORMANCE OF THIS AGREEMENT ARE CONTROLLED BY AND
MUST BE CONSTRUED UNDER THE LAWS OF THE STATE OF
TEXAS. If any term of this Agreement is for any reason held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect any other term or provision and this
Agreement must be interpreted and construed as if such term, to the
extent the same has been held invalid, illegal or unenforceable, had never
been part of this Agreement, unless in so doing the performance by either
UT or ESPN of its obligations under this Agreement has been made
impracticable or unlawful (in which case, this Agreement shall be subject
to termination as provided in Section 14, above). If any provision hereof
requires the mutual agreement of the parties (or similar requirement) and
such mutual agreement is not obtained in a timely manner, it shall be
submitted to the dispute resolution provisions of Section 17.A. Either
party?s resort to any remedies referred to in this Agreement may not be
construed as a waiver of its right to resort to any or all other available legal
and equitable remedies. This Agreement does not create and may not be
construed to create, any joint venture or partnership between the parties
or their owners, or any one of them or their affiliates. This writing contains
the entire agreement and understanding between the parties with respect
to the subject matter hereof and supersedes all prior or oral or written
agreements and understandings relating to the subject matter hereof. Any
waiver of any right or obligation under, and any amendment to, this
Agreement must be in writing and signed by each party affected thereby.
This Agreement may be signed in any number of counterparts, each of
which (when executed and delivered) shall constitute an original
instrument, but all of which together shall constitute one and the same
instrument.

19.00nfidentiality. The terms and conditions hereof shall be kept
confidential by the Parties hereto and shall not be disclosed by either party
to any third party except as may be required by any court of competent
jurisdiction, governmental agency, law or regulation, (ii) as part of the
normal reporting or review procedure to a Party?s accountants, auditors,
agents, legal counsel, lenders, investors and prospective investors (on a

29

need-to-know basis), and employees of partners and parent and
subsidiary companies; provided, that such accountants, auditors, agents,
legal counsel, lenders, investors, prospective investors and employees of
partners and parent and subsidiary companies either agree in writing to be
bound by this paragraph or are otherwise bound by obligations of
confidentiality to such party attorney?client); and/or to enforce
any of a party?s rights pursuant to this Agreement. Any press release
regarding the execution of this Agreement shall be mutually approved.

20.Force Majeure. Neither party will be responsible for a failure to perform
its obligations hereunder to the extent, but only to the extent, that such
failure is directly caused by a force majeure event, including delay or
failure in performance resulting from acts of God, acts of nature, labor
disputes, riots, wars, any governmental act or order of a court, or similar
acts, but such failure to perform shall as far as possible be remedied with
all reasonable dispatch, but any failure continuing for more than 30 days
shall permit the party to which performance is due but prevented due to
Force Majeure to terminate this Agreement upon written notice given to
the party whose performance is prevented.

[Intentionally Left Blank]

30

 

12/24/2010 10:37 FAX 2124563995 ESPN

IN WITNESS WHEREOF, and in consideration of the mutual covenants
and conditions contained herein, the sufficiency of which is hereby
acknowledged, the parties agree to all the terms and conditions as
detailed herein and indicate such agreement by signature of the duly
authorized representatives below.

ESPN, Inc.
BYI WM 

Name: Mae?re V. useoteeua

Title: Su? T595 were cil- @055. ?Dead

THE EReirfos TEXAS AT AUSTIN
I
Name: Wiliiam Powers, Jr.

Title: President

COMMUNICATIONS,  
a/

Name: Thomas J. Stultz

 
 

Title: Senior Vice President a Managing Director

31

@002/003

 

Annex A Television Rights

 

I. DEFINITIONS
A. "Board of Regents? means the Board of Regents of The University
of Texas System.
B. "Game(s)" means intercollegiate home games in the sports of

football, men?s and women?s basketball, and baseball.

C. "Men's Athletics? means the University's Department of
Intercollegiate Athletics for Men.

D. ?Regental Policies? means the Policies of the Board of Regents
of The University of Texas System; the Administrative Rules of The University
of Texas System; and any successor policies or rules replacing items and
(ii) above that are promulgated by the Board of Regents or by The University of
Texas System.

 

E. ?Regents' Rules and Regulations" means the Rules and
Regulations of the Board of Regents of The University of Texas System.

F. "Women?s Athletics" means the University?s Department of
Intercollegiate Athletics for Women.

G. Other capitalized terms used but not defined in this Annex have the
meanings ascribed thereto in the Agreement.

TELEVISION RIGHTS

Subject to all currently existing Conference and NCAA television agreements,
the Television Rights include the right to produce and telecast ESPN selected
men?s home basketball and women?s home basketball Games, all related head
coach?s shows, recruiting and award shows, live interviews with the head coach
and athletics personnel after home Games in football, basketball, and baseball,
and any other UT home athletic events (collectively sometimes hereinafter
referred to as the ?Television Productions") in accordance with the following:

A. Football. ESPN and UT acknowledge that the current Conference
television control the rights to UT home football games for the 2011
college football season. UT will, however, cooperate with ESPN in connection
with negotiations with the Conference for the provision to ESPN of all play-by?
play and commentary rights for a minimum of one (1) mutually agreeable regular
season and/or post-season intercollegiate men?s varsity home football game
during 2011, provided that, for the avoidance of doubt, UT will not be in breach or
default hereunder in the event that it is not able to secure such rights (or if such
rights cannot be secured on terms requested by ESPN). With respect to the
college football season commencing in 2012, and each season thereafter during

32

the Term, UT will use its best efforts to provide ESPN all play-by-play and
commentary rights for a minimum of one (1) regular season and/or post-season
intercollegiate men?s varsity home football game and will provide ESPN all play"
by-play and commentary rights for the Annual Spring Football Game. Subject to
availability, and without limitation of the other terms of the Agreement, UT will be
provided at no cost a minimum of 4 and a maximum of 6 thirty second spots
in each football telecast to be used only for promotion of UT and/or Men?s
Athletics and Women?s Athletics. Any decision to telecast more than two (2)
men?s varsity home football games per college football season on the Network
shall be subject to the mutual agreement of ESPN and UT, although the parties
acknowledge their mutual desire that the Network telecast no less than two (2)
such regular season games per college football season.

B. Men?s Basketball. As permitted by Conference regulations and
agreements, UT will provide ESPN all play-by-play and commentary rights for
eight (8) regular season, and/or postseason intercollegiate men's varsity home
basketball Games each Men?s Basketball season during the Term. Subject to
availability, and without limitation of the other terms of the Agreement, UT will be
provided at no cost a minimum of four (4) and a maximum of six (6) thirty second
spots in each men?s basketball telecast to be used only for promotion of UT
and/or Men?s Athletics and Women?s Athletics. Any decision to telecast more
than eight (8) men?s varsity home basketball games per college basketball
season on the Network shall be subject to the mutual agreement of ESPN and
UT.

C. Women?s Basketball. As permitted by Conference regulations and
agreements, UT will provide ESPN all play-by-play and commentary for all
available (but no less than a minimum of three regular season, and/or post?
season intercollegiate women?s varsity home basketball Games each Women?s
Basketball season during the Term. Subject to availability, and without limitation
of the other terms of the Agreement, UT will be provided at no cost a minimum of
four (4) and a maximum of six (6) thirty second spots in each women's
basketball telecast to be used only for promotion of UT and/0r Men?s Athletics
and Women?s Athletics.

D. Longhorn Weekly Sports Show. ESPN shall produce and telecast
on the Network a minimum of twenty?seven (27) weekly television shows in each
Contract Year during the term of the Agreement, each show to be thirty (30)
minutes in duration. The show will feature the head coach for football and the
head coach for men?s basketball (during the respective seasons) with an
emphasis on football, men?s basketball, and when appropriate, other aspects of
Men?s Athletics and Women?s Athletics, including, promotion of tickets sales and
fund-raising efforts. Except as may be approved in advance by UT, each show
broadcast will limit the commercial inventory to six and one?half minutes 
Such shows shall be cleared for telecast on Sundays or Mondays during football
season and Sundays, Mondays, Tuesdays or Wednesdays during the first
quarter of the calendar year. Any change to the current opening and closing

33

graphics that is proposed by ESPN must be submitted to and have the prior
written approval of IMG and UT in accordance with the provisions of Section 9 of
the Agreement.

E. Other Sports. The Television Rights shall include the right to
produce and telecast any and all home Games or other home athletic events that
are not subject to any Conference or NCAA television agreement, and/or to
telecast men?s home baseball Games and other television programs relating to
the promotion of Men's Athletics and/or Women's Athletics, which rights shall, for
the avoidance of doubt, be subject to rights of first selection as provided
for in Section 2 of the Agreement.

F. Network Broadcasts. Subject to the terms and conditions of the
Agreement, the telecast agreements of the Conference, NCAA, and University,
and the constitution, bylaws, and rules of the NCAA and the Conference, ESPN
shall use reasonable efforts to cause each distributor of the Network to carry the
linear Network feed in its entirety, unless preempted by unscheduled news
interruptions, requirements of the Emergency Broadcast System, regulatory
requirements of the Federal Communications Commission, or a preemption
approved by TU.

 

G. Promotional Announcements. ESPN will assist UT in the
production of promotional announcements to be included on the Network. Such
announcements may be used by the University to promote the University and its
Men?s and Women?s Athletics programs.

H. Advertising Policies. ESPN and IMG will cause all advertising and
all head coach?s endorsements broadcast or telecast on the Network to be in
accordance with the Regental Policies and Regents? Rules and Regulations, the
rules and regulations of UT, and the constitution, bylaws, and rules of the NCAA
and the Conference. UT will provide ESPN with copies of all such policies, rules,
regulations, constitutions, and bylaws upon request. Except as authorized in
Section 9 of the Agreement, the UT Marks may not be used in advertising that is
telecast on the Network.

 

l. Game Site Access. For each home Game, UT shall furnish ESPN,
free of charge, admission credentials and parking passes, if appropriate, that
enable employees and agents of ESPN involved with the Network, to have free
access to and egress from each Game site at all reasonable times, including, but
not limited to, telecasting the Content, preparing for the telecasting or recording
of the Content, and removing any equipment. in conjunction with each home
Game, UT shall provide ESPN with adequate location of its equipment,
personnel, and agents necessary for any Content production as well as power
and lighting required for a first?class telecast.

J. Rights for Away and Neutral Site Games. Upon the request of ESPN, UT
will use best efforts to assist ESPN to secure the rights for the telecast on the

34

Network of all away Games in accordance with NCAA and Conference rules and
regulations, including any special tournaments, unless ESPN shall stipulate to
the contrary. UT will exercise best efforts to obtain such rights at no cost to
ESPN. In the event a rights fee is charged for any away Game or special
tournament, UT shall obtain the prior written approval of ESPN of such rights fee,
which approval shall not be unreasonably withheld. Payment of any approved
rights fee shall be the responsibility of the Network.

K. Videotape Services. At the request of UT, ESPN will provide or
will provide for the production of additional recordings (?Videotape Services?) with
the following content, at cost and expense:

1. Highlights of selected men?s football Games and men?s
basketball Games to be produced immediately following a Game designated by
UT.

2. A compilation of highlights from men?s football Games and
men?s basketball Games, to be produced at the end of the season in each sport.

3. Weekly sports highlights required by the Conference for
material advertising and promoting the purchase of tickets for specified University
athletic events.

4. Promotional announcements and material encouraging
participation in fund-raising efforts for the benefit of Men?s Athletics and/or
Women?s Athletics.

5. Other material reporting on or promoting Men?s Athletics or
Women?s Athletics.

UT will submit written requests to ESPN for Videotape Services. Each request
will specify running time, content, and format. ESPN will provide UT with a
written response that states the total cost for the requested Videotape Service. if
the cost is approved by UT, ESPN will proceed with the production of the
Videotape Services with a delivery date determined by UT and ESPN. Upon the
delivery of the completed Videotape Services, ESPN will submit an itemized
invoice detailing the actual costs incurred by ESPN and UT will reimburse ESPN
such amounts within thirty (30) days.

ESPN acknowledges and agrees that, to the extent not included in the Content,
all such recordings shall be created for the benefit of UT as ?works made for hire?
and that all copyrights in and to such recordings and all works, elements and
derivative works thereon (the ?Videotape Content?) shall vest automatically in,
and belong to, UT, other than with respect to pre?existing content of which ESPN
or a third party is the copyright owner. If, however, by operation of law, the
Videotape Content is not deemed a ?work made for hire" and as a result the
copyrights in such works do not automatically vest in UT and/or if there are any

35

other rights in the works that do not automatically accrue to UT under the
preceding sentence, ESPN hereby grants and assigns to UT by way of present
assignment of future copyright and other rights, all worldwide rights, title, and
interest, including all copyright and other rights worldwide, in and to all Videotape
Content and agrees to take, at expense, any and all such other actions
reasonably deemed appropriate by UT in furtherance of such assignment.
Without limitation of the foregoing, ESPN shall obtain from all subcontractors,
freelancers or other third parties creating or contributing copyrightable subject
matter that is incorporated into the Videotape Content an assignment of all right,
title and interest in such materials (except to the extent that such third party
materials consist of pre?existing or specially commissioned works); (ii) upon
request provide to UT copies of assignments; and provide all assistance
reasonably requested by UT at cost to facilitate its efforts to register or
enforce its cepyrights in the Videotape Content.

L. Television Rights. UT represents and warrants that this Annex A sets
forth all of the non-Conference telecast and related rights UT has the right to
grant. IMG represents and warrants that this Annex A sets forth all of the
telecast and related rights IMG has been granted by UT with respect to 
intercollegiate athletics program (and UT hereby confirms such rights have been
granted to IMG).

36

ANNEX 

Dispute Resolution Representatives and Executives

ESPN Representatives: Burke Magnus, Dave Brown, Marie Donoghue

ESPN Executives: John Wildhack, John Skipper

IMG Representatives: Tom Stultz, Scott Willingham, Emily Mooring

IMG Executives: George Pyne, Tony Crispino, Ben Sutton

UT Representatives: DeLoss Dodds, Men?s Athletics Director; Chris Plonsky,
Women?s Athletics Director; Butch Worley, Deputy Athletics Director; Patti
Ohlendorf, Legal Counsel

UT Executives: William Powers, Jr., President; Patti Ohlendorf, Legal Counsel

37

ANNEX 

ADVERTISING SALES REPRESENTATION AGREEMENT

Subject to the rights and obligations of the parties under the License agreement
between the parties (and UT) (the ?Agreement?), ESPN hereby grants the
exclusive right to sell any and all advertising, promotional, entitlement and/or
sponsorship opportunities with respect to the Network and the Digital Network.
Notwithstanding the foregoing, UT and IMG acknowledge and agree that the
Network will (subject to standard affiliate advertising guidelines) afford
distributors of the Network the opportunity to sell locally inserted commercial
inventory, the placement and amount of such inventory to be determined by
ESPN in its reasonable good faith discretion (provided that the amount thereof
shall not exceed amounts that are customary within the sports telecasting
industry without prior approval). ESPN anticipates that such local
commercial inventory will be up to three minutes per hour on average and forty
percent of all commercial inventory airing during varsity UT football
games.

ESPN will pay IMG a one-time non-refundable consulting fee (?Consulting Fee?)
of Five Million Dollars ($5,000,000) on or before December 31, 2010.

IMG shall timely notify ESPN of all such sales, and ESPN shall invoice and
collect payment from all third parties responsible for payment from sales
hereunder and shall pay IMG a Commission (herein so called) equal to: 
eighteen percent of the first One Million Five Hundred Thousand Dollars
($1,500,000) in net sales revenues less any applicable agency
commissions) actually collected by ESPN (?Actual Net Sales?) from such sales in
any Contract Year (ii) twenty?five percent of any Actual Net Sales
revenues in excess of One Million Five Hundred Thousand Dollars ($1,500,000)
up to Three Million Dollars ($3,000,000) from such sales in any Contract Year
and thirty percent of any Actual Net Sales revenues in excess of Three
Million Dollars Within thirty (30) days following the conclusion of
each calendar quarter during the Term, ESPN shall provide to IMG its
Commission from such sales along with an accounting settlement statement with
respect thereto. shall be responsible for any salary or commissions due to
its sales staff with respect to such sales. in the event that is unable to
generate at least 80% of the Minimum Sales Target (as defined hereinafter) in
any two consecutive Contract Years, then ESPN shall have the right to require
IMG to pay to ESPN the difference between the actual sales and the Minimum
Sales Target within 120 days following the end of the second such Contract
Year, or (ii) in the event that IMG is unwilling to comply with then ESPN shall
have the right to terminate lMG?s rights to sell for the Network and the Digital
Network as set forth in this Agreement, provided that, ESPN agrees to manage

38

such sales efforts internally and shall not, without the prior written approval of
UT, assign such rights to any third party and IMG will continue to receive its
Commission for any sales for commercial inventory airing prior to such
termination and for which payment is collected. Minimum Sales Target shall
mean One Million Five Hundred Thousand Dollars ($1,500,000) in Actual Net
Sales in the first Contract Year, One Million Seven Hundred Twenty-Five
Thousand Dollars ($1,725,000) in Actual Net Sales in the second Contract Year,
One Million Eight Hundred Ninety-Seven Thousand Five Hundred Dollars
($1,897,500) in Actual Net Sales in the third through fifth Contract Years and Two
Million Dollars ($2,000,000) in Actual Net Sales in the sixth Contract Year, such
Two Million Dollars ($2,000,000) increasing each subsequent Contract Year by
five percent per Year. rights to sell for the Network and Digital
Network as set forth in this Annex shall terminate without further action by any
party if the Rights Agreement expires without renewal or is terminated; provided,
that IMG will continue to receive its Commission for any sales completed prior to
such termination for commercial inventory airing prior to such termination and for
which payment is collected. IMG shall keep, maintain and preserve at its
principal place(s) of business during the term of this agreement, any renewal
periods and at least four (4) years following termination or expiration hereof,
complete and accurate books, accounts, records and other materials covering all
transactions related to its selling any advertising, promotional, entitlement and/or
sponsorship opportunities with respect to the Network and Digital Network, all of
which shall be maintained in accordance with GAAP and on a separate, stand~
alone basis and in a manner such that the information and financials can be
readily determined. ESPN and its duly authorized representatives shall have the
right to inspect and audit all such materials. Such materials shall be available for
inspection and audit (including photocopying) at any time during the term of this
agreement, any renewal periods and for at least four (4) years following
termination or expiration hereof during reasonable business hours and upon at
least five (5) days notice to IMG will cooperate and will not cause or permit
any interference with ESPN or its representatives in the performance of their
rights of inspection and audit. ESPN and/or its representatives shall have free
and full access to said materials for inspection and audit purposes. Following the
conduct of the audit, shall take immediate steps to timely resolve all issues
raised therein, including payment of any undisputed monies owing and due.
Should an audit indicate either an undisputed underpayment of five percent
or more, or (ii) an undisputed underpayment of $50,000 or more, whichever
is greater, in each case of the amounts due in any Contract Year, the cost of the
audit shall be paid by IMG. IMG must cure any undisputed contract breaches
discovered during the audit, provide amended reports if required or requested by
ESPN or its representatives, and submit the amount of any undisputed
underpayment including, if applicable, the cost of the audit within thirty (30) days
from the date IMG is notified of the audit result. In the event that IMG disputes
the results of any such audit, it shall do so within 45 days following its receipt
thereof, and such dispute shall be subject to the provisions of Section 17 of the
Agreement. IMG agrees to use its commercially reasonable efforts to sell the

39

Network commercial inventory. IMG also agrees to use its best efforts to ensure
that all commercial copy submitted by advertisers complies with all advertising
standards and guidelines issued by or with respect to the Network (and as part of
such efforts will screen commercial copy for such purpose).

Capitalized terms used but not defined herein shall have the meeting ascribed to
them in the Agreement.

IN WITNESS WHEREOF, and in consideration of the mutual covenants and
conditions contained herein, the sufficiency of which is hereby acknowledged, the

parties agree to all the terms and conditions as detailed herein and indicate such
agreement by signature of the duly authorized representatives below.

ESPN, Inc.

By:

 

Name:

 

Title:

 

IMG COMMUNICATIONS, INC.

By:

 

Name: Thomas J. Stultz

Title: Senior Vice President Managing Director

40