NFL Letter Agreement for Insertion Technology for Virtual Images

NOTE: CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIALITY HAS BEEN REQUESTED FOR THE CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


April 21, 2000


Mr. Larry Epstein Princeton Video Image, Inc. 15 Princess Road Lawrenceville, NJ 08648


Dear Larry:


This letter agreement sets forth the material terms of the agreement between Princeton Video Image, Inc. ("PVI") and NFL International ("NFL"), a division of NFL Enterprises, L.P., in connection with PVI's electronic image insertion of advertisements into certain NFL and NFL Europe League ("NFLEL") games. Except as set forth under Consideration below, this agreement (the "Agreement") supercedes the agreement between NFL and PVI dated December 23, 1998 (the "Original Agreement"), and any other previous agreements, whether written or oral, and may only be amended in writing by both parties.


Term: The term of the Agreement shall commence on February 1, 2000 and continue through the conclusion of Super Bowl XXXVI (January 2002), subject to the termination rights set forth herein.


Consideration:


[CONFIDENTIAL
TREATMENT
REQUESTED]


NFL Game Rights: During the Term, PVI will have the exclusive right to use electronic insertion technology for virtual images ("Technology") in the NFL 2 International television broadcasts and rebroadcasts thereof of the NFL/NFLEL games set forth below (including edited and/or repackaged versions of such games). NFL further agrees that, during the Term, it shall not license any third party to use electronic insertion technology in any NFL International ancillary (non-game) television programming. All uses of the Technology shall be in accordance with the terms and conditions set forth on Exhibit A ("Guidelines").


Super Bowl XXXV and XXXVI:


Commercial Breaks: Similar to Super Bowl XXXIII and
XXXIV, PVI will have the right to use the Technology within
the standard commercial breaks (approximately 22) of the World
Feed, provided such insertions do not exceed 10 seconds per
commercial break. The parties agree that the World Feed is not
broadcast in the United States, Canada and certain other
countries that take the US Feed.


In Game: In order to use the Technology during the
game, PVI must enter into separate agreements with the
international broadcasters, which agreements shall be subject
to the pre-approval of the NFL. NFL will assist PVI in
securing agreements with such broadcasters, provided NFL makes
no representations/ warranties to PVI that such broadcasters
will enter into agreements with PVI. In connection with Super
Bowl XXXV, the parties agree that PVI has the right to provide
a sponsored First Down Line in the World Feed (provided PVI
and CBS are providing the First Down Line in the United States
and further provided that the provision of a Sponsored First
Down Line in the World Feed will be seamless and simultaneous
with the broadcast). All elements of the First Down Line
sponsorship including, but not limited to, graphics,
advertisers, sponsors, number of sponsors, content, size,
placement and other related elements must be pre-approved by
the NFL. The First Down Line may not be sponsored or altered
in any manner for any other NFL game other than Super Bowl
XXXV.


2000 and 2001 NFL Seasons: In order to use the Technology
during the game, PVI must enter into separate agreements with the
international broadcasters, which agreements shall be subject to the
pre-approval of the NFL. NFL will assist PVI in securing agreements
with such broadcasters; provided, NFL makes no representations/
warranties to PVI that such broadcasters will enter into agreements
with PVI. The parties agree that the game broadcast in the US may carry
virtual images, including a First Down Line and such other technology
as may be developed during the Term. PVI may not make any changes to
the feed, including, but not limited to, covering the logo of the US
broadcaster, without the prior written approval of NFL.


2000 and 2001 NFL Europe League Season: In the US broadcasts
(FOX, FOX Sports Net and DirecTV) of NFL Europe League games, the NFL
will


2 3
permit PVI's First Down Line (and other similar technology) in the
broadcast of such games and will manage all on-field advertising at the
World Bowl to allow for a red zone and First Down commercial
application therein. In addition, PVI may implement other uses of the
Technology in the US broadcasts (FOX, FOX Sports Net and DirecTV) of
NFL Europe League games and NFL produced NFL Europe League programming.
PVI may also implement the Technology, including the First Down Line
and a red zone in the World Bowl, in international broadcasts of the
games and NFL produced Europe League programming, subject to PVI
entering into separate agreement with such international broadcasters,
which agreements shall be subject to the pre-approval of NFLEL. NFLEL
will assist PVI in securing agreements with such broadcasters;
provided, NFL and NFLEL makes no representations/ wa ...