Marquee Group Inc Watch

from 10-Q ~50 pages Share Purchase Agreement

from 10-Q ~50 pages Share Purchase Agreement

from 8-K 1 page Material contract

from 8-K ~10 pages Marketing Agreement, Dated as of October 1, 1997

from 10QSB ~10 pages Marketing Agreement, Dated as of October 1, 1997

from 8-K 1 page Material contract

from 8-K ~20 pages Employment Agreement

from 8-K ~5 pages Material contract

from 8-K ~10 pages Employment Agreement

from 8-K ~50 pages Underwriting Agreement

from SB-2/A 1 page Ivan Blumberg and the Marquee Group, Inc. <page> the Marquee Group, Inc. 888 Seventh Avenue New York, New York 10019 September 12, 1997 Mr. Ivan G. Blumberg C/O Proserv, Inc. 1101 Wilson Boulevard, Suite 1800 Arlington, Virginia 22209 Dear Ivan: This Letter Agreement Will Confirm the Understanding Between Yourself and the Marquee Group, Inc. ("Marquee") Regarding the Sale of All of Your Equity Interests, Whether Now Vested or Vesting in the Future (Your "Interests"), of Proserv, Inc. and All of Its Direct and Indirect Subsidiaries (Collectively, "Proserv") to Marquee. Pursuant to the Terms Hereof, You Hereby Agree to Sell and Marquee Hereby Agrees to Purchase, on or Before the Closing Date of Marquee's Acquisition of Proserv, All of Your Interests in Proserv, Currently Consisting of 50 Shares of Stock of Proserv, for a Purchase Price of $386,200. Sincerely, the Marquee Group, Inc. By: /S/ Robert M. Gutkowski Robert M. Gutkowski President Agreed and Accepted This 12th Day of September, 1997 /S/ Ivan G. Blumberg - Ivan G. Blumberg

from SB-2/A 1 page Jeff Knapple and the Marquee Group, Inc. <page> the Marquee Group, Inc. 888 Seventh Avenue New York, New York 10019 September 12, 1997 Mr. Jeff Knapple C/O Proserv, Inc. 1101 Wilson Boulevard, Suite 1800 Arlington, Virginia 22209 Dear Jeff: This Letter Agreement Will Confirm the Understanding Between Yourself and the Marquee Group, Inc. ("Marquee") Regarding the Sale of All of Your Equity Interests, Whether Now Vested or Vesting in the Future (Your "Interests"), of Proserv, Inc. and All of Its Direct and Indirect Subsidiaries (Collectively, "Proserv") to Marquee. Pursuant to the Terms Hereof, You Hereby Agree to Sell and Marquee Hereby Agrees to Purchase, on or Before the Closing Date of Marquee's Acquisition of Proserv, All of Your Interests in Proserv, Currently Consisting of 20 Shares of Stock of Proserv and Stock Options to Acquire an Additional 20 Shares of Stock Proserv, for a Purchase Price of $257,260. Sincerely, the Marquee Group, Inc. By: /S/ Robert M. Gutkowski Robert M. Gutkowski President Agreed and Accepted This 12th Day of September, 1997 /S/ Jeff Knapple - Jeff Knapple

from SB-2/A 1 page 1997 by and Between William Allard and the Company <page> the Marquee Group, Inc. 888 Seventh Avenue New York, New York 10019 September 9, 1997 Mr. William Allard C/O Proserv, Inc. 1101 Wilson Boulevard, Suite 1800 Arlington, Virginia 22209 Dear Bill: This Letter Amendment ("Amendment") Will Confirm the Understanding Between Yourself and the Marquee Group, Inc. ("Marquee") Regarding the Sale of All of Your Equity Interests, Whether Now Vested or Vesting in the Future (Your "Interests"), of Proserv, Inc. and All of Its Direct and Indirect Subsidiaries (Collectively, "Proserv") to Marquee. Accordingly, by Executing This Agreement You Hereby Agree That That Certain Letter Agreement Dated July 18, 1997, by and Between Yourself and Marquee (The "Agreement") Is Hereby Amended With Regard to the Purchase Price of Your Interests in Proserv. You Hereby Agree to Sell and Marquee Hereby Agrees to Purchase, on or Before the Effective Date (As Defined in the Agreement), All of Your Interests in Proserv, Currently Consisting of 50 Shares of Stock of Proserv and Stock Options to Acquire an Additional 50 Shares of Stock of Proserv, for a Purchase Price of $643,150. Sincerely, the Marquee Group Inc. By: /S/ Robert M. Gutkowski Robert M. Gutkowski President Agreed and Accepted This 9th Day of September, 1997 /S/ William Allard - William Allard

from SB-2/A 1 page Agreement, Dated as of July 18, 1997, by And

from SB-2/A 1 page Amendment to Purchase and Sale Agreement

from SB-2/A 1 page <page> Amendment No. 1 to Shareholders Agreement Amendment No. 1 to Shareholders Agreement, Dated as of September 9, 1997, by and Among the Sillerman Companies, Inc., a Delaware Corporation ("Tsc"), Robert M. Gutkowski, Arthur Kaminsky, Louis J. Oppenheim, Michael Trager, Michael Letis and the Marquee Group, Inc., a Delaware Corporation (The "Company"). Whereas, the Undersigned Entered Into a Shareholders' Agreement, Dated March 21, 1996 (The "Shareholders' Agreement"); Whereas, Pursuant to Section 3.01(a) of the Shareholders' Agreement, the Company Has Increased to Nine the Number of Directors Constituting the Board of Directors of the Company (The "Board"); Whereas, the Company Has Entered Into Agreements to Purchase the Shares of Proserv Inc. and Proserv Television, Inc. (The "Proserv Agreements"); and Whereas, the Undersigned Desire, Upon Consummation of the Transactions Contemplated by the Proserv Agreements to Increase to Eleven the Number of Directors Constituting the Board. Now, Therefore, Intending to Be Legally Bound, the Undersigned Hereby Agree as Follows: Section 3.01(a) of the Shareholders' Agreement Is Hereby Amended to Read in Its Entirety as Follows: "(A) Number of Directors. the Management of the Company Shall Be Entrusted to a Board of Directors Currently Consisting of Nine (9) Members, Which Number May Be Increased to Eleven (11) Upon the Consummation of the Company's Acquisition of a Controlling Interest in Proserv, Inc. Thereafter, the Parties Hereto Agree That They Will Not Take Any Action to Increase or Decrease the Number of Directors." <page> in Witness Whereof, the Undersigned Have Executed This Amendment No. 1 to Shareholders' Agreement as of the Date First Above Written. the Sillerman Companies, Inc. By: Howard J. Tytel Michael Letis Robert M. Gutkowski Arthur Kaminsky Michael Trager Louis J. Oppenheim the Marquee Group, Inc. By: Jan E. Chason Chief Financial Officer and Treasurer

from SB-2 1 page Assignment and Assumption Agreement

from SB-2 ~20 pages Stock Purchase Agreement Dated July ,1997

from SB-2 ~50 pages Asset Purchase and Sale Agreement

from SB-2 ~50 pages Purchase and Sale Agreement