EXHIBIT 10.40.02


                                   May 5, 2000

eUniverse, Inc.
101 North Plains Industrial Road
Wallingford, CT 06492

  Re:  Letter Agreement (the "Letter Agreement") by and among eUniverse, Inc., a
       Nevada corporation ("eUniverse"), and all of the Former Shareholders of
       The Big Network, Inc. ("BNI") who are Shareholders of eUniverse and are
       Counter-signatories to the Letter Agreement, dated March 13, 2000
       (collectively, the "Shareholders"), providing for the purchase of a
       minimum of 500,000 shares of eUniverse common stock by eUniverse from the
       former shareholders of BNI.

Ladies and Gentlemen:

         This letter is to confirm that the undersigned consent to extend the
Closing Date, as defined in the Letter Agreement, from April 24, 2000 to May 19,
2000.

         In addition, eUniverse agrees to file to register all the shares held
by the Shareholders (including those held in escrow) on May 22, 2000, if the
Closing (as defined in the Letter Agreement dated March 13, 2000), does not
occur by May 19, 2000. In addition, the Guarantor (as defined in the Letter
Agreement dated March 13, 2000) will immediately transfer 200,000 shares of
common stock in eUniverse to the Shareholders, to be distributed on a pro rata
basis to the Shareholders. The Guarantor will transfer an additional 50,000
shares of common stock in eUniverse to the Shareholders for each week (or the
portion of a week) that transpires until the shares held by the Shareholders are
registered and fully tradeable. All additional shares transferred shall be
registered along with those shares held by the Shareholders.

         Please acknowledge receipt of the foregoing and your agreement and
consent to same by executing a copy of this letter where indicated below and
returning a copy to us by facsimile and a fully executed original to us by
overnight mail courier.

                                            Very truly yours,


                                               Arba, LLC.

/s/ Stephen D. Sellers                           By: /s/ Dave Pell
- ------------------------                         ------------------------
Stephen D. Sellers                               Its:  Managing member


/s/ Michael Sellers                              /s/ David Dove
- ------------------------                         -------------------------
Michael Sellers                                  David Dove


/s/ John V. Hanke                                /s/ Arie Grossman
- ------------------------                         -------------------------
John V. Hanke                                    Arie Grossman


Argus Capital, LLC.


By: /s/ Charles R. Ewald                         /s/ Sharon Vinick
    --------------------                         -------------------------
    Its: Manager                                 Sharon Vinick





Agreed and accepted this
5th day of May, 2000.

eUniverse, Inc.

By: /s/ Brad D. Greenspan
   ----------------------
   Name: Brad D. Greenspan
   Its: Chairman