AGREEMENT made as of this 16th day of March 2000, by and between
Take-Two Interactive Software, Inc., located at 575 Broadway, New York, New York
10021 (hereinafter "T2") and eUniverse, Inc., located at 101 North Plains
Industrial Road, Wallingford, CT 06492 (hereinafter "eUniverse").



1.       PURPOSE

T2 is desirous of expanding its presence on the internet and eUniverse is
desirous of providing websites on the internet for T2's products. In keeping
with these goals, the parties have set forth in this Agreement the terms,
conditions and operation of the services to be performed hereunder.

2.       EUNIVERSE RESPONSIBILITIES

(a)      eUniverse will designate an individual to act as a Programmer for the
         services to be performed for T2 hereunder.

(b)      eUniverse will establish six (6) web sites to promote T2's products.

(c)      eUniverse shall promote a newsletter from certain sites and obtain user
         information for mailings of periodic e-mail newsletters. User names
         will be furnished to T2 in useable data base form from time to time as
         requested by T2.

(d)      In addition to the web sites described in clause (b) above, eUniverse
         will establish a dedicated Austin Powers Interactive Games `Official
         Fan Site/Headquarters' site (the "Austin Powers Site") where it will
         maintain message boards and will collect user information, as described
         above, for the purposes of an Austin Powers newsletter. eUniverse will
         take polls to solicit user feedback relating to future Austin Powers
         games, and will run an exclusive contest, starting as soon as possible,
         where one winner will get the chance to be included in an upcoming
         Austin Powers game. Second and third prizes will be determined by T2.
         T2 will provide the Austin Powers site with exclusive screen shots and
         commercially reasonable access to the Rockstar Production Team for such
         things as "Behind the Scenes Looks." eUniverse will use its best
         efforts to keep this web site fresh and compelling.

(e)      eUniverse will be responsible for securing all rights necessary for use
         of art, copy, design and other elements to be displayed for its
         Promotions.

(f)      During the term of this Agreement, eUniverse will not develop any
         websites for a competitor of T2.

3.       COMPENSATION

(a)      In consideration of the services to be performed by eUniverse for T2
         hereunder, T2 will pay to eUniverse $2,000,000 on the execution hereof
         and $100,000 upon completion of each web site.



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5.       STAFF, FACILITIES AND EQUIPMENT

Each party agrees to provide all staff, facilities and equipment as may be
reasonably necessary and proper for the conduct of its obligations pursuant to
this Agreement. Each party agrees that it will provide whatever technical
expertise is reasonably required and establish whatever reasonable systems and
procedures necessary to assure the success of the promotions.

6.       DISPUTE RESOLUTION

Both parties understand and agree that they will use their best efforts to
establish and maintain a synergistic relationship to their mutual benefit.
Subject to the provisions of Section 17 hereof, in the event that any dispute,
controversy, or claim arising out of or relating to this Agreement or the breach
thereof cannot be successfully resolved between the parties, it may be settled
by arbitration to be held in New York, New York in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, then in
effect. Judgment upon the award, if any, rendered by the arbitrators will be
governed by the laws of the State of New York.

7.       TERM AND TERMINATION

(a)      This Agreement will commence upon execution by both parties and will
         remain in force for a period of one (1) year from the date hereof
         ("Term").

(b)      This Agreement will terminate in the event that a party defaults in
         fulfilling its material obligations or conditions of this Agreement. If
         there is such a material breach of this Agreement, the party intending
         to terminate must give the defaulting party written notice thereof
         detailing the particular action or condition that is claimed to
         constitute a material breach. The defaulting party will have thirty
         (30) days from its receipt of notice to cure the breach.

(c)      In the event of termination of this Agreement, both parties agree to
         return any and all property of the other party which it then has in its
         possession.

8.       INTELLECTUAL PROPERTY PROTECTION

(a)      eUniverse grants to T2 a limited, non-transferable, non exclusive right
         to establish the Promotions on the web sites of the eUniverse and, only
         in connection with establishing such Promotions, to use the name
         eUniverse or any of the trademarks, trade names, logos, designations,
         symbols, emblems, insignia, designs, trade dress, domain names or
         service marks of eUniverse or its affiliates or subsidiaries
         (collectively, the "eUniverse Marks"). T2 recognizes and acknowledges
         that the use of eUniverse Marks shall not confer upon T2 any
         proprietary rights to any such eUniverse Marks and that the eUniverse
         Marks used in connection with the rights granted hereunder shall remain
         the sole and exclusive property of eUniverse.

(b)      T2 grants to eUniverse a limited, non-transferable, non exclusive right
         to establish the Promotions on the eUniverse web sites and, only in
         connection with establishing such

                                      -2-



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         Promotions, to use T2's name or any of the trademarks, trade names,
         logos, designations, symbols, emblems, insignia, designs, trade dress,
         domain names or service marks, its affiliates or subsidiaries
         (collectively, the "T2 Marks"). eUniverse recognizes and acknowledges
         that the use of T2 Marks shall not confer upon eUniverse any
         proprietary rights to any such T2 Marks and that the T2 Marks used in
         connection with the rights granted hereunder shall remain the sole and
         exclusive property of T2.

(c)      Both parties recognize that each of the other party's marks possesses a
         special, unique and extraordinary character which make it difficult to
         assess the monetary damage which would be sustained in the event of
         unauthorized use. Both parties expressly recognize and agree that
         irreparable injury would be caused to the other party by such
         unauthorized use and agree that preliminary or permanent injunctive
         relief would be appropriate in the event of their breach of this
         Section provided that such remedy shall not be exclusive of other legal
         remedies otherwise available.

9.       NO JOINT VENTURE

It is expressly understood and agreed by both parties that there is no actual
creation of a joint venture or the intent to create the appearance of a joint
venture between the parties. It is intended that both parties shall operate in
the capacity of an independent contractor and nothing contained herein or done
pursuant to this Agreement shall be construed to imply the existence of a
partnership, joint venture, principal and agent, or employer and employee
relationship between the parties. Neither party shall have the right, power, or
authority to create any obligations, expressed or implied, on behalf of the
other, except as expressly provided herein.

10.      REPRESENTATIONS AND WARRANTIES

(a)      eUniverse represents and warrants to T2 (i) that it has the right,
         power and authority (corporate or otherwise) to execute, deliver,
         perform and carry out all its actions contemplated by this Agreement;
         (ii) that it has the right, power and authority to conduct its
         operations; and (iii) that such operation complies in all material
         respects with all applicable laws, regulations and rules of the United
         States; (iv) that it owns or is authorized to use the eUniverse Marks;
         (v) that it owns or has the rights to use the eUniverse Marks; (vi)
         that the eUniverse Marks will not infringe upon any Internet domain
         name registration right, trademark, trade name, service mark,
         copyright, patent, trade secret, or other intellectual property or
         proprietary right of any third party; and (vii) that eUniverse has not
         previously granted and will not grant any rights in the eUniverse Marks
         or otherwise to any third party which are inconsistent with the rights
         granted hereunder.

(b)      T2 represents and warrants to eUniverse (i) that it has the right,
         power and authority (corporate or otherwise) to execute, deliver,
         perform and carry out all its actions contemplated by this Agreement;
         (ii) that it has the right, power and authority to conduct its
         operations; and (iii) that such operations comply in all material
         respects with all applicable laws, regulations and rules of the United
         States; (iv) that it owns or is authorized to use the T2 Marks; (v)
         that it owns or has the rights to use the T2 Marks; (vi)

                                       -3-



<PAGE>



         that the T2 Marks will not infringe upon any Internet domain name
         registration right, trademark, trade name, service mark, copyright,
         patent, trade secret, or other intellectual property or proprietary
         right of any third party; and (vii) that T2 has not previously granted
         and will not grant any rights in the T2 Marks or otherwise to any third
         party which are inconsistent with the rights granted hereunder.

11.      PRESS RELEASE

The parties may issue press releases regarding the business relationship
contemplated herein provided any such press release is approved by both parties,
such approvals not to be unreasonably withheld or delayed.

12.      INDEMNIFICATION

(a)      Each party shall promptly advise the other by written, certified or
         overnight mail of all actions at law or otherwise arising out of all
         work produced and/or services performed in connection with this
         Agreement.

(b)      Each party (the "Indemnitor") undertakes to indemnify the other (the
         "Indemnified Party") against, and hold the Indemnified Party harmless
         for any cost, liability, damage, judgment, penalty and/or fine,
         including but not limited to reasonable attorneys' fees, directly or
         indirectly sustained or paid by Indemnified Party by suit, claim,
         settlement, or otherwise in an individual or class action, by a private
         party or of any agency of any government, as a result of any act or
         practice by the Indemnitors, or any of its agents, servants, employees,
         or successors in, or arising out of the breach of the representations,
         warranties and covenants or other agreements of the Indemnitor
         contained herein. Neither party will be liable for consequential,
         special or indirect damages.

(c)      The foregoing indemnities shall survive termination of this Agreement
         and apply to any claim, demand, suit, judgment or recovery which shall
         at any time be made either during or after the term of the Agreement or
         any renewal thereof.

13.      NOTICES

All notices herein provided for or which may be given in connection with
Agreement shall be by Certified Mail with postage prepaid and return receipt
requested or any more expedient written means, including by facsimile, overnight
mail or courier to the addresses set forth above and shall be deemed delivered
when received.

14.      CONFIDENTIALITY

(a)      Both parties expressly understand and agree that they are in possession
         of certain unique, valuable and confidential information and data
         pertaining to their business, customer and member base, planning,
         strategies, and overall operations, the unauthorized disclosure of
         which will be injurious to each of them respectively (the "Confidential
         Information").

                                      -4-




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(b)      It is agreed between T2 and eUniverse that any and all information and
         data (regardless of the manner in which is it embodied) supplied by or
         otherwise obtained by either party during the course of this Agreement
         shall be treated as Confidential Information by them, safeguarded by
         and not revealed, divulged, or made known to any other person, firm, or
         corporation or otherwise used directly or indirectly by either party
         (except for the specific purposes of this Agreement) without the
         express written permission of the disclosing party. Both parties may
         disclose such information only to those of its own employees and other
         representatives who have a "need to know" such information for the
         performance of their obligations under this Agreement without the other
         party's prior approval. Neither party shall disclose such information
         to any other of its employees or representatives or to any third party
         without the prior written approval of the other party. Both parties
         shall cause their employees and other representatives to comply with
         the provisions of this Paragraph. Failure to include a confidentiality
         notice on any materials disclosed to either party shall not give rise
         to an inference that the information disclosed is not confidential.

(c)      Both parties expressly recognize that irreparable injury would be
         caused to the other party by any unauthorized use of Confidential
         Information and agree that preliminary or permanent injunctive relief
         would be appropriate in the event of breach of this Paragraph by either
         party in addition to its other rights and remedies.

15.      RECORD RETENTION/AUDIT

During the Term of this Agreement and any extension thereof and for a period of
one (1) year after the termination or expiration of this Agreement, each party
shall keep and maintain full, true, and complete records and books of account
relating to all services provided to the other party hereunder in written and/or
electronic form and warrants the latter will be readily retrievable and free of
degradation. Each party grants the other party and its agents and
representatives the right to examine, audit, take excerpts from and make copies
of any such records, books of account and any other documents and correspondence
at all reasonable times and on reasonable notice during the period the party is
required to maintain such records.

16.      ASSIGNMENTS/TRANSFER

This Agreement is not transferable or assignable by either party hereto in whole
or in part without prior written consent of the other party and subject to such
terms and conditions as the other party may reasonably impose. The provisions of
this Paragraph do not apply to an assignment to an affiliate of either party
hereto or a business entity which at any time by merger, consolidation or
otherwise acquires all or substantially all of the assets of either party or to
which either party transfers all or substantially all of their assets. Upon such
assignment, delegation or transfer, any such affiliate, subsidiary or business
entity shall be deemed to be substituted for all purposes as the party
hereunder.

                                      -5-




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17.      GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York without regard to its choice of law principles and any
actions related to same must be brought in the Courts of the State of New York.

18.      ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all previous agreements or arrangements
between the parties relating to such subject matter. No amendment, modification,
termination, waiver or discharge of this Agreement, or any provision hereof,
shall be binding unless in writing and signed by the authorized representatives
of the parties hereto.

19.      COOPERATION

Each party will also provide all necessary and available information, assistance
and authority to enable the other to perform its obligations hereunder.

         IN WITNESS WHEREOF, the parties have executed this Agreement thereby
effectuating an Agreement between them effective upon their signature.

                                Take-Two Interactive Software, Inc.

                                By /s/ Larry Muller
                                  --------------------------------
                                Name and Title: Larry Muller, CFO
                                Date: 3/23/00

                                eUniverse, Inc.

                                By /s/ Brad Greenspan
                                  --------------------------------
                                Name and Title: Brad Greenspan,
                                                Chairman of the Board
                                Date: 3/16/00

                                      -6-

Source: OneCLE Business Contracts.