Covenant to Pay Expansion Fees
Whereas, IFL Acquisition Co., L.L.C., a Delaware limited liability company (the
"Company") is a party to that certain Asset Purchase and Sale Agreement (the
"Asset Agreement" dated of even date herewith, by and between the Company, as
buyer, and Keary Ecklund, Tammy Ecklund, The Indoor Football League, Inc., Green
Bay Bombers, Inc., Madison Mad Dogs, Inc., Dayton Football, Inc., Flint
Football, Inc., Wichita Football, Inc., Johnstown Football, Inc., Peoria
Football, Inc., Sioux Falls Football, Inc., Fargo Football, Inc., LaCrosse
Football, Inc., Duluth Football, Inc., Erie Football, Inc., Sioux City Football,
Inc., Wheeling Football, Inc., Bismarck Football, Inc., Rapid City Football,
Inc., Billings Football, Inc., Mankate Football, Inc., and Casper Football,
Inc. (collectively, "Sellers").
Whereas, pursuant to the Asset Agreement, the Company will acquire from Sellers
certain assets, including, but not limited to, those certain territories listed
on the attached Exhibit "A" (the "Territories")
Whereas, the Company intends to sell the right to operate minor league arena
football teams within such Territories for a fee (the "Expansion Fees").
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby covenants and
agrees to pay to The Orlando Predators Entertainment, Inc., a Florida
Corporation "OPE"), the first One Million Dollars ($1,000,000) of Expansion Fees
paid to The Company, except and excluding the $50,000 Expansion Fee paid by OPE,
during the period commencing on the date hereof and expiring on the fifth
anniversary date following the date hereof
DATED this __ day of October, 2000.
IFL Acquisition Co., L.L.C.,
a Delaware limited liability company
By: /s/ Ronald J. Kurpiers
--------------------------
Name: Ronald J. Kurpiers
------------------------
Title: President
----------------
