Exhibit 10.8 AGREEMENT THIS AGREEMENT is entered into as of October 16, 2001, by and between G.O.A.T., Inc. ("GOAT"), having an address at 8105 Kephart Lane, Barrien Springs, Michigan, 49103, for the services of Muhammad Ali ("Ali"), and Premier...

                                 Exhibit 10.8

                                  AGREEMENT

      THIS  AGREEMENT is entered  into as of October 16, 2001,  by and between
G.O.A.T.,  Inc.  ("GOAT"),  having an address at 0000  Xxxxxxx  Xxxx,  Xxxxxxx
Xxxxxxx,  Xxxxxxxx,  00000,  for the  services of Xxxxxxxx  Xxx  ("Ali"),  and
Premier  Sports Media and  Entertainment  Group,  Inc.  ("Premier")  having an
address at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

      WHEREAS,  Premier  desires to obtain  certain  rights from, and services
of, Ali in  connection  with the  publication  of a magazine  chronicling  the
history of the heavyweight  championship and featuring Xxxxxxxx Xxx ("Ali") as
one of several former heavyweight champions;

      WHEREAS, Ali has granted such rights to GOAT, together with the
right to sub-license such rights;

      WHEREAS,  GOAT;  is prepared  to grant such rights to Premier,  for good
and valuable consideration and on the terms and condition set forth herein.

      1.    Term:  The Term of this  Agreement  shall  commence  upon the date
set forth above and shall be  co-extensive  with the copyright in the Work, as
defined  below,  unless earlier  terminated in accordance  with the provisions
hereof.

      2.    Territory:  Territory  as used herein  shall mean the world in all
languages.

      3.    GOAT'S Responsibilities:

            (a)   Grant of Rights:

                  (1)   On the terms and  conditions  set forth  herein,  GOAT
hereby  grants to Premier  the  non-exclusive  right to develop and publish in
the  Territory  during  the  Term  a  magazine   chronicling  the  heavyweight
championship and featuring Ali as one of several former heavyweight  champions
(the "Work"),

                  (2)   Premier  shall  have the right to use  Ali's  name and
likeness subject to the approval  provisions  contained herein,  solely to the
extent they are  incorporated  in the Work as  provided  herein end to promote
the Appearance for In paragraph 3(c)(1) hereof.


                  (3)   Premier  shall have the right to list the title of the
Work and/or depict a photograph of the Work in internal  company  circulars or
other  non-advertising  documents  used in the  ordinary  course of  Premier's
business.  All such  uses must  indicate  the year of the  publication  of the
Work and shall contain no other reference to Ali.

                  (4)   Subject to GOAT's approval rights  hereunder,  Premier
shall  have  the  right  for a  period  of two  (2)  years  from  the  date of
publication  of the  Work to  advertise  and  promote  the  Work on a web site
having the domain name xxxxxx.xxx or  xxxxxxxxxxx.xxx.  The web site shall not
promote  or  advertise  the  business  of any  third  party or the sale of any
product or service  other than the Work.  Upon  execution  of this  Agreement,
Premier shall transfer to GOAT all right,  title and interest,  it may have in
any  domain  name [e.g.  xxxxxx.xxx  or  xxxxxxxxxxx.xxx]  that  includes  any
reference to Ali.

                  (5)   Premier  shall not have the  right to use Ali's  name,
likeness  or any  other  reference  to Ali in  connection  with  any  item  of
merchandise,  artwork  (whether or not derived  from the Work) or as a part of
any  commercial  tie-in,  premium,  give away or  co-branding  venture,  or to
otherwise  promote the products,  services or business of any person or entity
including Premier.

                  (6)   Without   limiting   the   generality   of  any  other
provision  of  this  Agreement,  Premier  agrees  that  it  shall  not use any
beverage product or brand, the beverage and food products of PepsiCo,  Inc, or
its subsidiaries,  or any pork,  alcohol or tobacco products,  as a sponsor of
the Work or in connection with any advertising or promotion of the Work,

                  (7)   Premier  acknowledges that it has no right to register
and own any and all  trademarks  which  include  the name,  likeness  or which
relate in any  manner to Ali.  Premier  shall  execute  any and all  documents
which GOAT reasonably  believes to be necessary or desirable for  registration
or  protection  of such  trademark or  trademarks  in the name of Ali or GOAT.
Premier  agrees that it will not file,  during the Term,  or  thereafter,  any
application  for  trademark  registration  or  otherwise  obtain or attempt to
obtain  ownership  of any  trademark or trade name in any country of the world
which consists of Ali's name,  likeness,  or any xxxx, design or logo intended
to make  reference  to Ali or to identify  Ali.  All use of  trademarks  which
refer to Ali shall  inure to the  benefit  of GOAT.  Premier  shall  give GOAT
prompt notice of any breach of GOAT's  trademark rights and Premier shall give
notice on all  materials  that Ali's name end  likeness,  and other  trademark
references to Ali, are owned by GOAT and that such are used by


                                        2


Premier  only  pursuant to a license  from GOAT.  GOAT will advise  Premier of
the specific form of notice from time to time.

                  (8)   All  rights  not  expressly   granted   hereunder  are
reserved to GOAT and Ali.

            (b)   Exclusivity:      Commencing  on the  date of the  execution
of this  Agreement,  and terminating on January 31, 2003, GOAT shall not grant
to any  other  party  the  right to  produce  or  publish  a book or  magazine
featuring  Ali. This  provision  shall not apply to (a) a work about Ali being
produced and published by Taschen GmbH;  (b) a pictorial book about the making
of the Columbia  Pictures Motion picture "ALI";  and (c) any magazine or other
publication  featuring  Ali where  substantial  portions  of the  magazine  or
publication  contain  material about topics other than Ali or boxing and where
GOAT has provided  written  notice to Premier during the period of exclusivity
of such magazine or other  publication.  Any  inadvertent  failure to give the
notice  provided for herein shall not constitute a breach of this Agreement or
otherwise  preclude  GOAT from  granting the rights  provided for in paragraph
3(b)(c).

            (c)   Services of Ali:

                  (1)   GOAT  shall  cause  Ali  to  make  one  (1)   personal
appearance at a Press  Conference and Reception  (collectively  referred to as
the   "Appearance")  to  promote  the  Work.  The  Press  Conference  and  the
Reception  shall begin and end on the same day and take place at a time,  date
and location within the  continental  United States to be agreed upon with the
understanding  that Premier shall make best efforts to have them take place in
Chicago,  Illinois.  The Press  Conference and Reception shall each not exceed
two (2) hours in duration and shall take place one  immediately  following the
other or at the same time.  Neither  the Press  Conference  nor the  Reception
shall be open to the public or  advertised  as an autograph  signing  session.
The  Press  Conference  shall  be  limited  to the  accredited  press  and the
Reception shall be limited to no more than  seventy-five  (75) attendees.  Ali
shall be permitted to take a break  during the Press  Conference  or Reception
as needed.

                  (2)   If the  Appearance  takes  place in  Chicago,  Premier
will provide Ali and a party of four (4) ("All Party") with  exclusive  ground
transportation  between  Chicago and Berrien  Springs,  Michigan,  first class
hotel   accommodations   (including   one  two  bedroom   suite),   meals  and
non-alcoholic  beverages.  If the Appearance  takes place  elsewhere,  Premier
shall  provide the Ali party with travel to the site of the  Appearance on the
day  preceding  the  Appearance  and  shall  provide  the Ali  Party  with air
transportation  on a private jet with six feet cabin  clearance,  a minimum of
eight (8) passenger  seats and equipped  with a bathroom,  and having an ARGUS
rating of platinum.  In addition, Premier shall provide the Ali

                                        3



party with exclusive ground  transportation,  first class hotel accommodations
(including  one two  bedroom  suite)  for a maximum of two  nights,  meals and
non-alcoholic beverages.

                  (3)   In the  event  Ali is  unable  to make the  Appearance
because of death,  disability  or  illness,  or such other  reason  beyond the
control  of  GOAT or Ali,  such  failure  to make  the  Appearance  shall  not
constitute  a  breach  of  this  Agreement  or  excuse  Premier  of any of its
obligations hereunder.

                  (4)   Prior to the date set for the  Appearance,  GOAT shall
cause Ali to sign fifty (50)  copies of the Work for  distribution  by Premier
to persons involved in the distribution of the Work.

                  (5)   GOAT  shall  cause  Ali  to be  available  at  Berrien
Springs,  Michigan,  or such other place as the  parties may agree upon,  at a
time to be  agreed  upon,  for an  interview  not to  exceed  two (2) hours in
connection with the preparation of the Work.

      4.    Premier's Responsibilities:

            (a)   On or before February 1, 2002 (the "Publication  Deadline"),
Premier  shall at its sole cost and  expense  develop  and  publish  the Work.
Premier agrees that the Work shall be of a quality at least  equivalent to the
highest quality work previously  published by Premier.  The Work shall portray
Ali with dignity and integrity and shall not contain any material  contrary to
Ali's  religious  beliefs.  In addition,  the Work shall have the below listed
characteristics and elements:

                  (1) Soft cover magazine  format,  not to exceed 200 pages in
length,  and offered for sale as a  commemorative  collectible  at a suggested
retail price of between approximately $14.95 to $24.95.

                  (2)   Photographs  and stories  featuring the history of the
heavyweight  championship  and  profiling no less than ten former  heavyweight
champions or heavyweight championship bouts.


                                        4


                  (3)   Photographs  and  stories   profiling   Muhammad  All,
containing  Ali's  selections  of the top ten  fighters in history and the top
ten fights in history, and containing  interviews of fighters discussing their
views on Ali and his impact on their careers.

                  (4)   A photograph  of All on the cover of the Work provided
by Premier at its sole cost and expense.

                  (5)   The Work shall contain  photographs  and text relating
to the feature  motion picture ALI,  being  distributed  by Columbia  Pictures
("Columbia  Materials"),  There shall be no charge to  Columbia in  connection
with the placement or the Columbia  Materials on or in the Work.  The Columbia
Materials  may  include,  at  Columbia's  sole  option  and  discretion,   the
following:

                        (a)   An  advertisement or artwork on the inside front
                              cover or outside back cover of the Work.

                        (b)   A feature  story  within  the Work  relating  to
                              the release of ALI, the movie,

The  Columbia  Materials  shall be subject to the  approval  of  Columbia.  It
shall be Premier's  responsibility,  at its sole cost and  expense,  to obtain
the Columbia  Materials  suitable for publication,  and to obtain approval for
the  publication of such materials from Columbia.  Prior to the publication of
the Work,  Premier shall provide GOAT timely notice of Columbia's  approval of
the Columbia Materials.

                  (6)   The Work will be  published  in a single  edition (the
"Edition").

            (b)   Premier  shall have the  responsibility  at its sole expense
to obtain all necessary rights,  consents,  clearances end releases  necessary
to the use and  publication  of any and all  materials  contained  in the Work
including,  but not limited to, materials  subject to copyright,  trademark or
design protection.

      5.    Compensation:

            (a)   In  consideration  for  the  rights  and  services  provided
hereunder, upon execution of this Agreement,  Premier shall pay to GOAT in the
United  States at the address set forth herein the  non-refundable  advance of
Five Hundred Thousand Dollars ($500,000) (the "Advance"}  without  deductions,
set offs, withholding or remittance tax of any kind, whatsoever.

                                        5


Notwithstanding  the foregoing,  in the event All falls to make the Appearance
provided for in paragraph  3(c)(1) for any reason other than that set forth in
paragraph  3(c)(3),  GOAT shall  return to Premier  the sum of Fifty  Thousand
Dollars ($50,000).  This shall be Premier's  exclusive remedy in the event Ali
fails to make the Appearance.

            (b)   Premier  shall pay GOAT within  thirty  (30) days  following
the end of each calendar  quarter fifty percent (50%) of net profits,  defined
below,  ("Net  Profits")  payable when Nat Profits exceed One Million  Dollars
($1,000,000).  Net  Profits are defined as groins  revenues  derived  from all
sources  worldwide in connection  with the sale of the Work, less the verified
costs of development, production, publishing and advertising.

            (c)   GOAT shall  receive fifty (50) copies of the Work at no cost
to GOAT for GOAT's private use.

      6.    Approval by GOAT:  Premier  agrees that the Work shall portray Ali
with  dignity  and  integrity.  In  addition,  GOAT shall  have the  following
rights of approval:

            (a)   GOAT shall have the right to approve the text,  photographs,
and  illustrations  contained on or in the Work,  and the content,  appearance
and presentation of the Work, such approval not to he unreasonably withheld.

            (b)   All advertising and promotional  materials and activities in
relation  to the Work will be subject  to prior  approval  of GOAT,  not to be
unreasonably withheld.

            (c)   All materials subject to GOAT's approval  hereunder shall be
submitted  to GOAT for its review and approval or  disapproval  at the address
for GOAT set forth  herein,  if GOAT does not  provide  its  written  approval
within  five (5) days  following  receipt of such  materials,  such  materials
shall be deemed  disapproved by GOAT. Premier agrees that it will not publish,
produce or in any manner  distribute  any  materials  hereunder  that have not
been approved in advance by GOAT in accordance with the provisions hereof.

      7.    Warranties and Representations:

            (a)   Each party  represents  and  warrants  to the other that any
material  contributed  by either party in connection  with the Work is not and
will not in any way be a  violation  of a  copyright  or  common  law right or
rights of any

                                        6


privacy,  publicity or any other right of any person,  firm or corporation and
that such  material will contain  nothing of a libelous,  obscene or otherwise
unlawful  character.  Any material provided by GOAT or Ali which is materially
altered by Premier (to the extent of such  alteration),  any material obtained
by Premier from other  sources (for example,  photographs  obtained from third
parties)  and material  created by Premier is deemed to have been  contributed
by Premier.

            (b)   Subject  to the  provision  of  paragraph  3(b) and  4(a)(5)
hereof,  earth  party  represents  and  warrant to the other that they have no
other  contractual  commitment  of any kind which  prevents them from entering
into this Agreement,  materially  conflicts or interferes with the performance
of their  obligations  under this Agreement or prohibits or prevents them from
granting all of the rights and privileges granted in this Agreement.

      8.    Indemnification:

            (a)   Premier agrees to protect,  indemnify and save harmless GOAT
and Ali,  their  agents,  officers,  employees,  representatives,  heirs,  and
assigns  from  and  against  any and all  expenses,  damages,  claims,  suits,
actions, judgments and costs whatsoever,  including reasonable attorneys' fees
arising  out of or in any way  connected  with  (i)  the  material  breach  by
Premier  of  this  Agreement  or any  warranties  or  representations  made by
Premier  herein,  (ii) any claim  made by any  third  party  arising  from any
material  contributed by Premier;  (iii) any actual or alleged infringement by
Premier of any copyrights,  trademarks,  design rights, author's rights or any
proprietary  rights of any third  party,  (iv) any  breach by  Premier  of any
statutory  or  regulatory  law or  order  and (v)  any  use of the  All  name,
likeness  or  endorsement  by Premier  which is  contrary to the terms of this
Agreement. This provision shall survive the termination of the Agreement.

            (b)   GOAT agrees to protect,  indemnify and save harmless Premier
its agents, officers, employees, representatives,  heirs, and assigns from and
against any and all expenses,  damages, claims, suits, actions,  judgments and
costs whatsoever,  including  reasonable  attorneys' fees arising out of or in
any way connected  with (i) the material  breach by GOAT of this  Agreement or
any  warranties  or  representations  made by GOAT herein,  and (ii) any claim
made by any third party arising from any material  contributed  by GOAT.  This
provision shall survive the termination of the Agreement.

      9.    Force  Majeure.  In the  event  the  publication  of the  Work  is
delayed or prevented by reason of any act of war, insurrection,  labor strife,
natural disaster,

                                        7


fire or  shortage  of  materials  ("Force  Majeure  Event"),  the  Publication
Deadline set forth in paragraph 4(a) of this  Agreement  shall be extended for
a period  equivalent to the period such Force Majeure Event delays or prevents
the  publication of the Work;  provided,  however,  that such extension of the
Publication Deadline shall not exceed thirty (30) days in the aggregate.

      10.   Termination:  Without  waiving any rights or remedies  that either
party may have in law or in equity,  either party may terminate this Agreement
for any of the following reasons:

            (a)   Failure to make any payment required to be made hereunder.

            (b}   A material breach of the Agreement.

            (c)   A failure to publish  the Work on or before the  Publication
Deadline.

In the event of a Termination  of this  Agreement,  Premier shall  immediately
discontinue  the  development,   publication  and/or  sale  of  the  Work  and
immediately  discontinue any and all use of Ali's name, likeness,  endorsement
or any other  reference to Ali or GOAT. In the event of  termination  pursuant
to this  provision  as a result of acts or  omissions  on the part of Premier,
GOAT  shall not be  required  to refund  any  payments  made to it by  Premier
hereunder prior to the date of such termination.

      11.   No Assignment:  The rights and  obligations  of Premier  hereunder
shall not be sold,  sub-licensed or otherwise  assigned by Premier without the
prior written  approval of GOAT,  which approval GOAT may exercise in its sole
discretion.  Notwithstanding  the  foregoing,  Premier may engage the services
of a  co-publisher  so long as  Premier  remains  liable  for its  obligations
hereunder  and  such  co-publisher  agrees  in  writing  to be  bound  by  the
provisions hereof.

      12.   Accounting:   Premier  shall  keep  customary  books  and  records
regarding the development,  publication and sale of the Work and shall provide
GOAT a quarterly  accounting  of revenues  and  expenses  associated  with the
development,  publication  and sale of the  Work.  Upon  reasonable  notice to
Premier.  GOAT shall have the right to audit the books and records required to
be maintained hereunder.

                                        8


      13.   Notices and Submissions:  All notices or submissions to be made or
delivered by Premier to GOAT pursuant to this Agreement  shall be delivered to
GOAT as follows, unless otherwise noticed by GOAT from time to time:

                  G.O.A.T., Inc.
                  c/o Xxxxxx Xxx
                  0000 Xxxxxxx Xxxx
                  Xxxxxxx Xxxxxxx, Xxxxxxxx 00000

            with a courtesy copy to:

                  Xxxxxx Xxxxx
                  Xxxxxx Xxxxx Management
                  Say Entertainment
                  0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
                  Xxxxxxxxx, XX 00000

            and

                  Xxxxxx X. DiNicole
                  Xxxxxxxx, Xxxxxxxxxx & Xxxxx LLP
                  00000 Xxxx Xxxxxxx Xxxxxxxxx
                  Xxx Xxxxxxx, Xxxxxxxxxx 00000

All notices to be made or delivered by GOAT to Premier pursuant to this
Agreement shall be delivered to Premier as follows, unless otherwise noticed
by Premier from time to time:

                  Xxxx X. Xxxxxxxxx
                  Premier Sports Media and Entertainment Group, Inc.
                  00 Xxxxx Xxxxxx, 00xx Xxxxx
                  Xxx Xxxx. Xxx Xxxx 00000

            with a courtesy copy to:

                  Xxxxxx Xxxxxx
                  Frankfurt, Garbus, Kurnit, Xxxxx & Xxxx
                  000 Xxxxxxx Xxxxxx
                  Xxx Xxxx, Xxx Xxxx 00000

                                        9


All such notices and notices proved for hereunder shall be deemed made upon
receipt.

      14.   Arbitration.  Any dispute arising under or related to the subject
matter of this Agreement shall be resolved by binding arbitration pursuant to
the International Arbitration Rules of the American Arbitration Authority
located in Los Angeles, California.  The determination of the arbitrator
shall be final and binding and may be entered in any court of competent
jurisdiction. The prevailing party shall be entitled to an award of
reasonable attorneys' fees.

      15.   Entire Agreement:  This Agreement constitutes the entire
Agreement between the parties supersedes; all prior agreements or
understandings concerning the subject matter hereof; and may only be modified
by a writing signed by all the parties hereto.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                                          G.O.A.T., Inc.


                                          /s/ Xxxxxxxx Xxx
                                          --------------------------------------
                                          By:  Xxxxxxxx Xxx
                                          Its: President



                                          Premier Sports Media and
                                          Entertainment Group, Inc.


                                          /s/ Xxxx X. Xxxxxxxxx
                                          --------------------------------------
                                          By:  Xxxx X. Xxxxxxxxx
                                          Its: Chairman



                                       10