Packing And Consulting Agreement

EXHIBIT 10.2]


March 29, 2001


Ms. Dawn L. Van Zant Wild Heart Ranch, Inc. 145 Tyee Drive, Number 1573 Point Roberts, Washington 98281


Dear Dawn:


The purpose of this letter agreement ("Agreement") is to set forth the terms and conditions that have been agreed upon by Mandalay Sports Entertainment ("MSE") and Wild Heart Ranch, Inc. ("WHR") regarding certain packaging and consulting services to be provided by MSE.


In this regard, MSE and WHR have agreed as follows:


1. Term - The initial term of this Agreement (the "Term") will commence on April 1, 2001, and will continue through March 31, 2002. Notwithstanding the foregoing, for the period from January 1, 2002, through March 1, 2002, the parties shall, in good faith, negotiate for a one- year extension of this Agreement containing terms and conditions that are mutually acceptable to WHR and MSE, but in no event shall those terms be less favorable than those contained herein.


2. Services - In consideration for payment of the Fee (as hereinafter defined) to be paid to MSE by WHR, MSE shall use commercially reasonable best efforts to provide non-exclusive packaging and consulting services to WHR during the TERm, which may include assistance, consultation, creative, introductions or other similar services in the following areas:


(a) Consultation in the development of original and/or acquired literary projects;


(b) Participation in the development of WHR's business model;


(c) Facilitation of relationships and alliances designed to improve the visibility and image of WHR and its business (i.e., WHR's website, products, including the No More Night Mares Legend line, etc.) and entertainment properties, particularly focusing on the following areas:


a. Producing Partners
b. Agents and Talent
c. Multimedia Content Distribution Partners
d. Public Relations & Consultation
e. Marketing Plans & Strategists
f. Website Design Consultation


(d) Facilitation of new business opportunities designed to enhance and expand the core business and capabilities of WHR; and


(e) Provide introductions and access to MSE's various sports and entertainment relationships and resources, where appropriate, based on the needs and goals outlined by WHR.


3. Content Ownership, Costs, Rights, and Credit - During the Term of this Agreement, the parties may work together to create, develop, produce or acquire various sports and entertainment content ("Content") designed to be exploited across all media.


Any Content created for WHR pursuant to this Agreement shall be defined as either Content created for programs conceived and developed by WHR ("WHR Content"), or Content created for programs jointly conceived and developed by WHR and MSE ("Joint Content"). The parties shall mutually agree, in writing, prior to the creation of any original programs as to how Content for such programs will be categorized, which categorization shall be based on the efforts in creating, designing, developing and marketing the programs and not the source of specific assets and relationships provided to make Content for such programs. In the event the Parties fail to create a writing evidencing the classification of original programs, then Content for such programs shall be deemed WHR Content. WHR shall retain all rights and ownership including rights of reproduction and distribution to WHR Content, subject to any limitations required pursuant to industry-standard agreements or agreements made with any third parties. Unless otherwise agreed upon in writing, WHR and MSE shall jointly and equally retain all rights and ownership including rights of reproduction and distribution to Joint Content, subject to any limitations required pursuant to industry-standard agreements made in conjunction with the Joint Content. In addition, all business and creative decisions in relation to the Joint Content, including how the Joint Content will be exploited and financed, shall require the mutual approval of both MSE and WHR.


The specific proprietary rights limitations which may apply to WHR. in the case of WHR Content, or WHR and MSE, in the case of Joint Content, under this Agreement, will be determined on a case-by-case basis prior to the beginning of production. The Parties will work together to obtain the broadest possible exploitation rights in and to the WHR Content and Joint Content. In addition, MSE will receive appropriate credit (both company and individual) for any production role in the WHR and Joint Content. Such credits will be within established entertainment industry standards.


Further, the parties acknowledge that WHR will pay for all costs arising from the creation, development, acquisition and production of the WHR Content, including without limitation, all royalty payments (if any) licensing, production, and post-production costs.


4. Compensation - In consideration for MSE providing services in the areas defined in Paragraph 2 during the Term, WHR hereby agrees to pay to MSE the fee (the "Fee") of $150,000. The Fee shall be paid to MSE in 12 equal monthly installments of $12,500 which shall be paid to MSE by WHR on or before the 1st of each month beginning April 1, 2001, and continuing through March 1, 2002. In addition to any other rights or remedies to which MSE


may be entitled, in the event that MSE does not receive payment in full of any the Fee by the due date thereof, then any unpaid portion shall bear interest at a rate equal to the Wall Street Journal prime rate plus two percent (2%) per annum, or ...