ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

Dated as of September 19, 2008

Among

IFL Corp., d/b/a International Fight League,

and

HDNet LLC

TABLE OF CONTENTS

SCHEDULES

EXHIBIT LIST

EXHIBIT A     -     FORM OF ASSUMPTION AND ASSIGNMENT AGREEMENT
EXHIBIT B     -     BIDDING PROCEDURES
EXHIBIT C     -     BIDDING PROCEDURES ORDER
EXHIBIT D     -     FORM OF BILL OF SALE
EXHIBIT E     -     FORM OF SALE ORDER
EXHIBIT F     -     FORM OF NAME USE AGREEMENT

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement (this “ Agreement ”) is made as of August ___, 2008, by and among IFL Corp., d/b/a International Fight League, a Delaware corporation (“ Seller ”) and HDNet LLC, a Delaware limited liability company (“ Buyer ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 1.1 .

           WHEREAS , Seller operated a professional mixed martial arts sports league (the “ Business ”);

           WHEREAS , on September 15, 2008 (the “ Petition Date ”), the Seller filed a voluntary petition for relief (the “ Filing ”) commencing a case under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) in the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”);

           WHEREAS , Seller desires to sell to Buyer, all of the Purchased Assets, and Buyer desires to purchase from Seller the Purchased Assets, and assume the Assumed Liabilities, upon the terms and conditions hereinafter set forth;

           WHEREAS , the Parties intend to effectuate the transactions contemplated by this Agreement through a sale of the Purchased Assets pursuant to section 363 of the Bankruptcy Code; and

           WHEREAS , the execution and delivery of this Agreement and Seller’s ability to consummate the transactions set forth in this Agreement are subject, among other things, to the entry of the Sale Order.

           NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Parties agree as follows:

SECTION 1.
DEFINITIONS

Section 1.1. Definitions .

          In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1 and shall be equally applicable to both the singular and plural forms.

          “ Affiliate ” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person.

          “ Aggregate Cash Consideration ” has the meaning specified in Section 3.1 .

          “ Agreement ” has the meaning specified in the preamble.

          “ Allocation Schedule(s) ” has the meaning specified in Section 3.3 .

          “ Alternative Transaction ” has the meaning specified in Section 9.1 .

          “ Ancillary Documents ” means the Bill of Sale, Assumption and Assignment Agreement, Assignment of Patents, Assignment of Trademarks, Assignment of Copyrights, Assignment of Domain Names, Name Use Agreement, and each other agreement, document or instrument (other than this Agreement) executed and delivered by the parties hereto in connection with the consummation of the transactions contemplated by this Agreement.

          “ Assignment of Copyrights ” has the meaning specified in Section 3.6(b) .

          “ Assignment of Domain Names ” has the meaning specified in Section 3.6(b) .

          “ Assignment of Trademarks ” has the meaning specified in Section 3.6(b) .

          “ Assumed Contracts ” has the meaning specified in Section 2.1(b) .

          “ Assumed Liabilities ” has the meaning specified in Section 2.3 .

          “ Assumption and Assignment Agreement ” means the Assumption and Assignment Agreement in substantially the form of Exhibit A .

          “ Auction ” has the meaning specified in Section 6.7(a) .

          “ Avoidance Actions ” means any and all claims for relief of Seller under chapter 5 of the Bankruptcy Code.

          “ Bankruptcy Case ” means the cases commenced by the Seller under chapter 11 of the Bankruptcy Code, styled In re IFL Corp ., Case No. 08-13589 (MG) and pending before the Bankruptcy Court.

          “ Bankruptcy Code ” means Title 11 of the United States Code, Sections 101 et. seq .

          “ Bankruptcy Court ” has the meaning specified in the recitals.

          “ Bidding Procedures ” means the bidding procedures in substantially the form attached hereto as Exhibit B , together with such changes thereon, if any, as shall have been required by the Bankruptcy Court or agreed to by the Parties.

          “ Bidding Procedures Order ” means an order of the Bankruptcy Court, in substantially the form attached hereto as Exhibit C , approving the Bidding Procedures and the amount, timing and terms of payment of the Break-Up Fee as set forth herein.

          “ Bill of Sale ” means the Bill of Sale substantially in the form of Exhibit D .

          “ Break-Up Fee ” has the meaning specified in 9.2(a).

          “ Business ” has the meaning specified in the recitals.

          “ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

          “ Buyer ” has the meaning specified in the preamble.

          “ Closing ” has the meaning specified in Section 3.4 .

          “ Closing Date ” has the meaning specified in Section 3.4 .

          “ Code ” means the United States Internal Revenue Code of 1986, as amended.

          “ Computers ” means all computer equipment and hardware, including, without limitation, all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems and other communication controllers, and any and all parts and appurtenances thereto, together with all intellectual property used in connection with the operation of such computer equipment, including, without limitation, all software and rights under any licenses related to such use.

          “ Contract ” means any agreement, contract, obligation, promise, instrument, undertaking or other arrangements (whether written or oral), and any amendment thereto, that is legally binding, other than a Lease, to which Seller is party.

          “ Copyrights ” means all United States and foreign copyrights and copyrightable subject matter, whether registered or unregistered, including all United States copyright registrations and applications for registration and foreign equivalents, all moral rights, all common-law copyright rights, and all rights to register and obtain renewals and extensions of copyright registrations, together with all other copyright rights accruing by reason of any international copyright convention.

          “ Cure Costs ” has the meaning specified in Section 2.5(a) .

          “ Disclosure Schedules ” means the disclosure schedules attached hereto that Seller has prepared and delivered to Buyer pursuant to the terms of this Agreement, setting forth information regarding the Business, the Purchased Assets, the Assumed Liabilities and other matters with respect to Seller as set forth therein.

          “ Documents ” means all books, records, files, invoices, inventory records, product specifications, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, customer literature, quality control records and manuals, research and development files, records and laboratory books and credit records of customers (including all data and other information stored on discs, tapes or other media) to the extent used in or to the extent relating to the assets, properties, including the Intellectual Property, business or operations of the Business.

          “ Domain Names ” means any alphanumeric designation registered with or assigned by a domain name registrar, registry or domain name registration authority as part of an electronic address on the Internet.

          “ Encumbrance ” means any interest, charge, lien, claim (as defined in section 101(5) of the Bankruptcy Code), mortgage, sublease, hypothecation, deed of trust, pledge, security interest, option, right of use, first offer or first refusal, easement, servitude, restrictive covenant, encroachment, encumbrance, or other similar restriction of any kind.

          “ Environmental Laws ” means all Legal Requirements and programs (including those promulgated or sponsored by industry associations, insurance companies, and risk management companies) concerning or relating to pollution or protection of the environment, including those relating to the presence, use, manufacturing, refining, production, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, discharge,

release, threatened release, control, or other action or failure to act involving cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation, each as amended and as now or hereafter in effect and in effect at Closing .

          “ Equipment ” means all furniture, fixtures, equipment, Computers, machinery, apparatus, appliances, spare parts, signage, supplies, vehicles, forklifts and all other tangible personal property of every kind and description in which Seller has an interest.

          “ Excluded Assets ” has the meaning specified in Section 2.2 .

          “ Excluded Liabilities ” has the meaning specified in Section 2.4 .

          “ Filing ” has the meaning specified in the recitals.

          “ Final Order ” means an action taken or Order issued by the applicable Governmental Authority as to which: (i) no request for stay of the action or Order is pending, no such stay is in effect, and, if any deadline for filing any such request is designated by statute or regulation, it is passed, including any extensions thereof; (ii) no petition for rehearing or reconsideration of the action or Order, or protest of any kind, is pending before the Governmental Authority and the time for filing any such petition or protest is passed; (iii) the Governmental Authority does not have the action or Order under reconsideration or review on its own motion and the time for such reconsideration or review has passed; and (iv) the action or Order is not then under judicial review, there is no notice of appeal or other application for judicial review pending, and the deadline for filing such notice of appeal or other application for judicial review has passed, including any extensions thereof.

          “ GAAP ” means generally accepted accounting principles in the United States.

          “ Governmental Authority ” means any federal, state, local or foreign, governmental entity or any subdivision, agency, instrumentality, authority, department, commission, board, bureau, official or other regulatory, administrative or judicial authority thereof or any federal, state, local or foreign court, tribunal or arbitrator or any self regulatory organization, agency or commission.

          “ Hazardous Materials ” means any pollutant, contaminant or waste regulated by or subject to liability under any Environmental Laws, including without limitation any substance defined as a “hazardous waste,” “hazardous substance,” “pollutant” or “contaminant” under any Environmental Law, including the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et. seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et. seq.

          “ Indebtedness ” of any Person means, without duplication, (i) the principal of and premium (if any) in respect of (A) indebtedness of such Person for borrowed money and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) the liquidation value, accrued and unpaid dividends; prepayment or redemption premiums and penalties (if any), unpaid fees or expenses and other monetary obligations in respect of any redeemable preferred stock of such

Person; (vii) all obligations with respect to any factoring programs of Seller; (viii) all obligations of the type referred to in clauses (i) through (vii) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (ix) all obligations of the type referred to in clauses (i) through (v) of other Persons secured by any lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

          “ Independent Accounting Firm ” has the meaning specified in Section 3.3 .

          “ Intellectual Property ” means all intellectual property rights of any kind owned, used, held for use, or licensed (as licensor or licensee) by Seller, including all Software, Copyrights, Patents, Trademarks, Trade Secrets, Domain Names, all rights to privacy and personal information, and all rights and remedies related thereto (including the right to sue for and recover damages, profits and any other remedy in connection therewith) for past, present or future infringement, misappropriation or other violation relating to any of the foregoing.

          “ IRS ” means the United States Internal Revenue Service.

          “ Legal Requirement ” means any federal, state, provincial, local, municipal, foreign, international, multinational, or other administrative Order, constitution, law, ordinance, principle of common law, regulation, statute or treaty.

          “ Liability ” means any debt, loss, claim (as defined in section 101(5) of the Bankruptcy Code), damage, demand, fine, judgment, penalty, liability or obligation (whether direct or indirect, known or unknown, absolute or contingent, asserted or unasserted, accrued or unaccrued, matured or unmatured, determined or determinable, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability, successor liability or otherwise), and including all costs and expenses relating thereto (including fees, discounts and expenses of legal counsel, experts, engineers and consultants and costs of investigations).

          “ Material Adverse Effect ” means any fact, condition, change, violation, inaccuracy, circumstance, effect or event, individually or in the aggregate, that has, or would be reasonably expected to have, a material adverse effect on the property, business, operations, assets (tangible and intangible), or condition (financial or otherwise) of the Business or the Purchased Assets or the ability of Seller to perform any of its respective material obligations under this Agreement or the Ancillary Agreements to which it is a party, which occurs other than by reason of the filing of the Bankruptcy Case or operating in bankruptcy.

          “ Name Use Agreement ” means the Name Use Agreement in substantially the form of Exhibit F .

          “ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

          “ Ordinary Course of Business ” means the ordinary and usual course of day-to-day operations of the Business (including acts and omissions of Seller in the ordinary and usual course) through the date hereof, consistent with past practice and operations in a bankruptcy.

          “ Parent ” has the meaning specified in Section 2.6(c) .

          “ Party ” or “ Parties ” means, individually or collectively, Buyer and each Seller.

          “ Patents ” means United States and foreign patents (including certificates of invention and other patent equivalents), patent applications, provisional applications and patents issuing therefrom, as well as any continuations, continuations-in-part, divisions, extensions, reexaminations, reissues, renewals, patent disclosures, technology, inventions (whether or not patentable or reduced to practice) or improvements thereto.

          “ Permitted Encumbrances ” means (i) Encumbrances that constitute Assumed Liabilities, (ii) statutory liens for current property Taxes and assessments not yet due and payable, including, without limitation, liens for ad valorem Taxes and statutory liens not yet due and payable arising other than by reason of any default by Seller that, in each case, are not material to the Business or the value of the Purchased Assets, and (iii) landlords’, carriers’, warehousemen’s, mechanics’, suppliers’, materialmen’s, repairmen’s liens or other like Encumbrances arising in the Ordinary Course of Business that, in each case, are not material to the Business with respect to amounts not yet overdue, provided , that, in each case enumerated in this definition, such Encumbrance shall only be a Permitted Encumbrance if it cannot be satisfied solely through the payment of money or otherwise removed, discharged, released or transferred, as the case may be, pursuant to section 363(f) of the Bankruptcy Code or otherwise.

          “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

          “ Petition Date ” has the meaning specified in the recitals.

          “ Proceeding ” means any action, arbitration, audit, claim, cause of action, hearing, investigation, litigation, or suit (whether civil, criminal, administrative or investigative) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

          “ Products ” means any and all products and services currently marketed or sold by Seller.

          “ Purchase Price ” has the meaning specified in Section 3.1 .

          “ Purchased Assets ” has the meaning specified in Section 2.1 .

          “ Representative ” means with respect to a particular Person, any duly authorized director, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.

          “ Sale Hearing ” means the hearing conducted by the Bankruptcy Court to approve the transactions contemplated by this Agreement or a competing transaction.

          “ Sale Motion ” means the motion, in form and substance satisfactory to Buyer in its sole discretion, filed by Seller pursuant to, inter alia , sections 363 and 365 of the Bankruptcy Code to secure entry of the Sale Order by the Bankruptcy Court.

          “ Sale Order ” means an Order of the Bankruptcy Court in the form attached hereto as Exhibit E , pursuant to, inter alia , sections 105, 363 and 365 of the Bankruptcy Code (i) authorizing and approving, inter alia , the sale of the Purchased Assets to Buyer on the terms and conditions set forth herein free and clear of all Liabilities and Encumbrances (other than Permitted Encumbrances), the assumption and assignment of the Assumed Liabilities, and the assumption and assignment of the

Assumed Contracts to Buyer and (ii) containing certain findings of facts, including, without limitation, a finding that Buyer is a good faith purchaser pursuant to section 363(m) of the Bankruptcy Code.

          “ Seller ” has the meaning specified in the preamble.

          “ Software ” means all computer software programs (whether in source code, object code, or other form) and systems, databases and platforms owned, licensed or used by Seller, including all databases, compilations, tool sets, compilers, higher level or “proprietary” languages, related documentation, technical manuals and materials, and any licenses to use or other rights relating to the foregoing.

          “ Subsidiary ” means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by Seller or (ii) Seller is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such Person.

          “ Successful Bidder ” has the meaning specified in the Sale Order.

          “ Tax ” or “ Taxes ” (and with correlative meaning, “ Taxable ” and “ Taxing ”) means (i) any federal, state, provincial, local, foreign or other income, alternative, minimum, add-on minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, intangibles, windfall profits, gross receipts, value added, sales, use, goods and services, excise, customs duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, environmental, natural resources, real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers’ compensation, payroll, health care, withholding, estimated or other similar taxes, duty, levy or other governmental charge or assessment or deficiencies thereof (including all interest and penalties thereon and additions thereto whether disputed or not) and (ii) any transferee liability in respect of any items described in clause (i) above.

          “ Tax Return ” means any return, report or similar statement required to be filed with respect to any Taxes (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax.

          “ Third Party Consents ” has the meaning specified in Section 4.8 .

          “ Trademarks ” means United States, state and foreign trademarks, service marks, logos, slogans, trade dress and trade names (including all assumed or fictitious names under which the Business is conducted), and any other indicia of source of goods and services, designs and logotypes related to the above, in any and all forms, whether registered or unregistered, and registrations and pending applications to register the foregoing (including intent to use applications), and all goodwill related to or symbolized by the foregoing.

          “ Trade Secrets ” means confidential or proprietary information and trade secrets (including, without limitation, ideas, research and development, know-how, formulae, compositions, processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals).

          “ Transfer Taxes ” has the meaning specified in Section 7.1(b) .

Section 1.2. Other Definitional and Interpretive Matter .

     Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars . Any reference in this Agreement to $ shall mean U.S. dollars.

Exhibits/Schedules . All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

Herein . The words such as “herein,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including . The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

     (viii)  No Strict Construction . The Parties participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

SECTION 2.
PURCHASE AND SALE

Section 2.1. Purchased Assets .

          Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, free and clear of all Encumbrances (other than Permitted Encumbrances), all right, title and interest of Seller in,

to or under all of the properties and assets of Seller (other than the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, leased, licensed, used or held for use in or relating to the Business (herein collectively called the “ Purchased Assets ”), including, but not limited to, all right, title and interest of each Seller in, to or under:

          (a) all Equipment listed on Schedule 2.1(a) ;

          (b) all Contracts listed or described on Schedule 2.1(b) (the “ Assumed Contracts ”);

          (c) all Intellectual Property (including all goodwill associated therewith) including, without limitation, Seller’s film, video and image library listed or described on Schedule 2.1(c) ;

          (d) all Documents related to the Purchased Assets;

          (e) all goodwill and other intangible assets associated with the Business or the Purchased Assets;

          (f) any proprietary rights in Internet protocol addresses, ideas, concepts, methods, processes, formulae, models, methodologies, algorithms, reports, data, customer lists, mailing lists, business plans, market surveys, market research studies, websites, information contained on drawings and other documents, information relating to research, development or testing, and documentation and media constituting, describing or relating to the Intellectual Property, including memoranda, manuals, technical specifications and other records wherever created throughout the world, but excluding reports of accountants, investment bankers, crisis managers, turnaround consultants and financial advisors or consultants; and

          (g) all advertising, marketing and promotional materials, studies, reports and all other printed or written materials relating to the Business;

provided , however , none of the Parties hereto intends that Buyer, or any of its Affiliates, shall be deemed to be a successor to Seller with respect to Purchased Assets; provided , further , that notwithstanding the foregoing or anything to the contrary contained herein, Buyer reserves the right, in its sole discretion, to amend and or supplement Schedule 2.1(b) (to add or remove any contracts that are to be assigned) and/or Schedule 2.1(c) (to remove any of the Intellectual Property) at any time prior to Closing.

Section 2.2. Excluded Assets .

          Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Buyer, and Seller shall retain all right, title and interest to, in and under the Excluded Assets. For all purposes of and under this Agreement, the term “ Excluded Assets ” shall mean all assets which are not Purchased Assets and which are set forth on Schedule 2.2 .

Section 2.3. Assumed Liabilities .

          Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyer shall execute and deliver to Seller the Assumption and Assignment Agreement pursuant to which Buyer shall assume and agree to discharge, when due (in accordance with their respective terms and subject to the respective conditions thereof), the Cure Costs (defined below), if any, under the Assumed Contracts (collectively the “ Assumed Liabilities ”).

Section 2.4. Excluded Liabilities .

          Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of Seller, and Seller shall be solely and exclusively liable with respect to all Liabilities of Seller, other than the Assumed Liabilities (collectively the “ Excluded Liabilities ”). For the avoidance of doubt, the Excluded Liabilities include, but are not limited to, the following:

          (a) any Liability of Seller, arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, all finder’s or broker’s fees and expenses and any and all fees and expenses of any Representatives of Seller;

          (b) other than as specifically set forth herein, any Liability relating to (x) events or conditions occurring or existing in connection with, or arising out of, the Business as operated prior to the Closing Date, or (y) the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business);

          (c) any Liability for Taxes (i) attributable to periods or portions thereof as determined pursuant to Section 7.1(a) ending on or prior to the Closing Date, (ii) any liability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for Taxes and (iii) Taxes of any other Person pursuant to an agreement or otherwise;

          (d) any Liability incurred by Seller or their respective directors, officers, stockholders, agents or employees (acting in such capacities) after the Closing Date;

          (e) any Liability of Seller to any Person on account of any Order or Proceeding;

          (f) any Liability relating to or arising out of the ownership or operation of an Excluded Asset;

          (g) any Liability or obligation under any Assumed Contract that is required to be set forth on Schedule 2.1(b) but is not set forth therein;

          (h) other than as specifically set forth herein, any liability or obligation of

Seller under any Indebtedness, including, without limitation, any Indebtedness owed to any stockholder or other Affiliate of Seller, and any Contract evidencing any such financing arrangement;

          (i) any liability or obligation, whether known or unknown, (i) arising under Environmental Laws attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability or obligation with respect to the release, handling, discharge, treatment, storage, generation, disposal, or presence of Hazardous Materials at any location, (ii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person or (iii) compliance with any Legal Requirement relating to any of the foregoing; and

          (j) other than as specifically set forth herein, fees or expenses of Seller incurred with respect to the transactions contemplated herein.

Section 2.5. Assignments; Cure Amounts .

          Seller shall transfer and assign all Assumed Contracts to Buyer, and Buyer shall assume all Assumed Contracts from Seller, as of the Closing Date pursuant to section 365 of the Bankruptcy Code and the Sale Order. In connection with such assignment and assumption, Buyer shall cure all defaults under such Assumed Contracts to the extent required by section 365(b) of the Bankruptcy Code pursuant to the Sale Order (such amounts, the “ Cure Costs ”).

          The Sale Order shall provide that as of the Closing, Seller shall assign to Buyer the Assumed Contracts and the Assumed Contracts shall be identified by the name and date of the Assumed Contract, the other party to the Assumed Contract and the address of such party for notice purposes, all included on an exhibit attached to either the motion filed in connection with the Sale Order or a motion for authority to assume and assign such Assumed Contracts. Such exhibit shall also set forth the amounts necessary to cure any defaults under each of the Assumed Contracts as determined by Seller based on Seller’ books and records or as otherwise determined by the Bankruptcy Court.

          In the case of Contracts and other commitments included in the Purchased Assets that cannot be transferred or assigned effectively without the consent of third parties, which consent has not been obtained prior to the Closing (after giving effect to the Sale Order and the Bankruptcy Code), Seller shall, subject to any approval of the Bankruptcy Court that may be required and the terms set forth in Section 6.3 , cooperate with Buyer in endeavoring to obtain such consent.

Section 2.6. Further Assurances .

          (a) At the Closing, and at all times thereafter as may be necessary, Seller and Buyer shall execute and deliver such other instruments of transfer as shall be reasonably necessary to vest in Buyer title to the Purchased Assets free and clear of all Encumbrances (other than Permitted Encumbrances), and such other instruments as shall be reasonably necessary to evidence the assignment by Seller and the assumption by Buyer or its designee of the Assumed Liabilities, including the Assumed Contracts. Seller and Buyer shall cooperate with one another to execute and deliver such other documents and instruments as may be reasonably required to

carryout the transactions contemplated hereby.

          (b) At the Closing, and at all times thereafter as may be necessary, Seller shall, at the reasonable request of Buyer, execute, deliver, and file, or cause to be executed, delivered, and filed, such other instruments of conveyance and transfer and take such other actions as Buyer may reasonably request, in order to more effectively consummate the transactions contemplated by this Agreement and to vest in Buyer good and marketable title to the Intellectual Property included in the Purchased Assets, including, without limitation, executing, filing, and recording, with all appropriate intellectual property registration authorities and other relevant entities, all assignment instruments and other filings that are necessary to correctly record the prior chain of title with respect to ownership of the Intellectual Property included in the Purchased Assets.

          (c) From and after the Closing, International Fight League, Inc. (“ Parent ”), the sole equity security owner of Seller, shall be entitled to retain and utilize, without license, royalty, fee, assessment or other charge, the mark “International Fight League” solely for use as Parent’s corporate name until Parent becomes engaged in an active trade or business; provided that , from the Closing, Parent shall utilize the mark “International Fight League” solely for general corporate purposes and not in any trade or business in accordance with the terms of the Name Use Agreement.

SECTION 3.
PURCHASE PRICE

Section 3.1. Purchase Price .

          Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Parties set forth herein, at the Closing, the purchase price to be paid by Buyer to the Seller in exchange for the Purchased Assets shall be (i) $650,000.00 in immediately available funds (the “ Aggregate Cash Consideration ”), and (ii) the assumption by Buyer of the Assumed Liabilities (collectively, the “ Purchase Price ”), payable at the Closing.

Section 3.2. Closing Date Payment .

          At the Closing, Buyer shall pay to Seller by wire transfer of immediately available funds, to the account(s) designated by Seller, the Aggregate Cash Consideration. Other than the Assumed Liabilities, Buyer shall have no obligation to pay or otherwise satisfy any Claim (as defined in the Bankruptcy Code) of creditors (including, without limitation, mechanics, suppliers and material men) against Seller or the Property or any affiliate of Seller.

Section 3.3. Allocation of Purchase Price .

          As soon as practicable after the date hereof, Buyer shall deliver to Seller for Seller’s review and approval allocation schedule(s) (the “ Allocation Schedule(s) ”) allocating the Purchase Price in accordance with the percentages set forth on the Allocation Schedule(s), including the Assumed Liabilities that are liabilities for federal income Tax purposes, among the Purchased Assets. The Allocation Schedule(s) shall be reasonable and shall be prepared in accordance with section 1060 of the Code and the regulations thereunder. Seller agree that, following their approval of the Allocation Schedule(s), such approval not to be unreasonably withheld or delayed, Seller shall sign the Allocation Schedule(s) and return an executed copy thereof to Buyer, it being understood and agreed that on or before the twentieth (20th) Business Day following their receipt of the Allocation Schedule(s) from Buyer

as herein provided, Seller shall either deliver an executed copy thereof to Buyer or, in the event that Seller shall have objections to all or any portion of the Allocation Schedule(s), Seller shall deliver to Buyer a written objection to such Allocation Schedule(s), which written objection shall set forth in reasonable detail the basis for the objections of Seller thereto. In the event that Seller shall deliver a written objection to the Allocation Schedule(s), Seller and Buyer shall thereafter work in good faith for a period of fifteen (15) Business Days to resolve any and all objections set forth therein, and upon the resolution of all such objections, Seller and Buyer shall execute and deliver to the other Party or Parties a signed copy of such agreed upon Allocation Schedule(s). In the event that Buyer and Seller are unable to resolve such dispute within such fifteen (15) Business Day period, Buyer and Seller shall jointly retain a nationally recognized firm of independent certified public accountants mutually acceptable to Buyer and the Seller (an “ Independent Accounting Firm ”) to resolve the disputed items and the determinations of such Independent Accounting Firm shall be conclusive and binding upon the Parties for the purposes of this Section 3.3 . Upon resolution of the disputed items, the allocation reflected on the Allocation Schedule(s) shall be adjusted to reflect such resolution. The costs, fees and expenses of the Independent Accounting Firm shall be borne equally by Buyer and Seller. Buyer and Seller will each file IRS Form 8594, and all Tax Returns, in accordance with the Allocation Schedule(s) that are agreed upon by the Parties pursuant to the terms of this Section 3.3 . Buyer, on the one hand, and Seller, on the other hand, each agrees to provide the other promptly with any other information required to complete Form 8594.

Section 3.4. Closing Date .

          Upon the terms and conditions set forth in this Agreement the closing of the sale of the Purchased Assets and the assumption of the Assumed Liabilities contemplated hereby (the “ Closing ”) shall be effected by electronic delivery and shall be deemed to take place at the offices of Lowenstein Sandler PC, counsel for the Seller, at 1251 Avenue of the Americas, 18 ^th Floor, New York, New York 10022, as promptly as practicable, and at no time later than the third Business Day following the date on which the conditions set forth in Section 8 have been satisfied or waived (other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place or time as Buyer and Seller may mutually agree. The date and time at which the Closing actually occurs is hereinafter referred to as the “ Closing Date. ”

Section 3.5. Buyer’s Deliveries .

          At or prior to the Closing, Buyer shall deliver to Seller:

          (a) the Assumption and Assignment Agreement, and each other Ancillary Document to which Buyer is a party, duly executed by Buyer;

          (b) the Aggregate Cash Consideration;

          (c) the officer’s certificates required to be delivered pursuant to Sections 8.3(a) and (b); and

          (d) such other assignments and other good and sufficient instruments of assumption and transfer, in form reasonably satisfactory to Seller, as Seller may reasonably request to transfer and assign the Assumed Liabilities to Buyer.

Section 3.6. Seller’s Deliveries .

          At or prior to the Closing, Seller shall deliver to Buyer:

          (a) the Bill of Sale and Assumption and Assignment Agreement and each

other Ancillary Document to which Seller is a party, duly executed by such Seller;

          (b) instruments of assignment of the, Trademarks (the “Assignment of Trademarks”), Copyrights (the “Assignment of Copyrights”) and Domain Names (the “Assignment of Domain Names”) that are owned by Seller and included in the Purchased Assets, if any, including all Trademarks, Copyrights and Domain Names listed on Schedule 2.1(c) hereto, duly executed by Seller, in form for recordation with the appropriate Governmental Authorities, in form reasonably acceptable to the parties, and any other assignments or instruments with respect to any Intellectual Property included in the Purchased Assets for which an assignment or instrument is required to assign, transfer and convey such assets to Buyer;

          (c) evidence of receipt of the Third Party Consents to the extent such consents are not provided for or satisfied by the Sale Order;

          (d) a copy of the final Sale Order;

          (e) the officer’s certificates required to be delivered pursuant to Sections 8.2(a) and (b);

          (f) certificates executed by Seller, in the form prescribed under Treasury Regulation Section 1.1445-2(b), that Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Code;

          (g) a certificate of good standing, or equivalent document as certified by the applicable Government Authority;

          (h) a certificate of an authorized Person of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the certificate of formation (or equivalent formation documents) delivered pursuant to this Section 3.6 , (ii) Seller authorization to execute and perform its obligations under this Agreement and the Ancillary Documents to which Seller are a party; and (iii) incumbency and signatures of the authorized Persons of Seller executing this Agreement such Ancillary Documents;

          (i) all instruments and documents necessary to release any and all Encumbrances (other than Permitted Encumbrances), including appropriate UCC financing statement amendments (termination statements); and

          (j) such other bills of sale, deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Buyer, as Buyer may reasonably request to vest in Buyer all the right, title and interest of Seller in, to or under any or all the Purchased Assets.

SECTION 4.
REPRESENTATIONS AND WARRANTIES OF SELLER

          As an inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to Buyer and agrees as follows:

Section 4.1. Organization of Seller .

          Seller is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing in each of the jurisdictions in which the ownership or leasing of its properties or the conduct of its businesses requires such qualification, except where failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. Seller has full corporate or similar power and authority to own or lease and to operate and use the Purchased Assets and to carry on the Business as now conducted.

Section 4.2. Subsidiaries and Investments .

          Seller does not, directly or indirectly, own, of record or beneficially, any outstanding voting securities, membership interests or other equity interests in any Person.

Section 4.3. Authority of Seller .

          (a) Seller has full power and authority to execute, deliver and, subject to the entry of the Sale Order, perform its obligations under, and consummate the transactions contemplated by, this Agreement and each of the Ancillary Documents. The execution, delivery and performance of this Agreement and Ancillary Documents by Seller, and consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by all required action on the part of Seller, including by Seller’s board of directors and, subject to the entry of the Sale Order, does not require any authorization or consent of Seller’s shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Seller and, subject to the entry of the Sale Order, is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and the Ancillary Documents have been duly authorized by Seller and upon execution and delivery by Seller and subject to the entry of the Sale Order, will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.

          (b) Subject to receipt of the Third Party Consents, and after giving effect to the Sale Order, none of the execution and delivery of this Agreement or the Ancillary Documents by Seller, the consummation by Seller of any of the transactions contemplated hereby or thereby, or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Seller, will conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default or an event of default, or permit the acceleration of any Liability or obligation or loss of a material benefit, or result in the creation of any Encumbrance on any of the assets or properties of the Business (in each case with or without notice or lapse of time or both), under (i) any charter (or similar governing instrument) or by-laws (or similar governing document) of Seller, (ii) any Permits, (iii) any Order to which Seller is bound or any Purchased Asset is subject, (iv) any Legal Requirement affecting Seller or the Purchased Assets, or (v) any Contract to which Seller or any of the Purchased Assets is a party or otherwise bound.

Section 4.4. Assumed Contracts and Cure Costs .

          (a) Schedule 2.1(b) lists each Contract that relates to the Business or any of the Purchased Assets. Seller has delivered to Buyer a correct and complete copy of each written Contract (as amended to date) listed in Schedule 2.1(b) . Each such Contract is enforceable and,

subject to the payment of any applicable Cure Costs, will continue to be enforceable on identical terms following the consummation of the Transactions. Other than the obligation to pay any applicable Cure Costs, neither Seller nor, to Seller’s knowledge, any of the counter-parties to any such Contract is or has been in (and no event has occurred that, with or without notice or lapse of time, would create or constitute a) breach or violation of, or default under, any of such Contract’s provisions.

          (b) Schedule 2.1(b) sets forth a true and complete list of the Cure Costs associated with each of the Assumed Contracts. Buyer acknowledges, understands and agrees that the Cure Costs set forth herein and in Schedule 2.1(b) is based upon the information of the arrears and other costs due under each Assumed Contract to cure any defaults in such Assumed Contract on the date hereof and is subject to adjustment following each counter party to the Assumed Contracts’ submission to the Bankruptcy Court of any objections to the Cure Costs and adjudication by the Bankruptcy Court of the Cure Costs associated with any Assumed Contract.

Section 4.5. Intellectual Property .

           Schedule 2.1(c) sets forth a true and complete list of all Seller’s Intellectual Property relating to the Purchased Assets. Except as set forth in Schedule 2.1(c) , Seller owns, or possesses adequate rights to use, all Intellectual Property used in the Business. No Third Party Consent is required for the assignment of all interests in the Intellectual Property used in the Business to Buyer as contemplated by this Agreement. Seller’s use of the Intellectual Property in the Business does not, and Buyer’s use of such Intellectual Property after Closing will not, infringe upon any rights any other person owns or holds.

Section 4.6. Title to Purchased Assets .

          Seller has, and, upon delivery to Buyer on the Closing Date of the instruments of transfer contemplated by Section 3.6 , and subject to the terms of the Sale Order, Seller will thereby transfer to Buyer, good and valid title to all of the Purchased Assets, free and clear of all Encumbrances, except for the Assumed Liabilities and for Permitted Encumbrances. Except for the Excluded Assets there are no material assets, material properties, material rights or material interests of any kind or nature that Seller has been using, holding or operating in the Business that will not be used, held or owned by Buyer immediately following the Closing.

Section 4.7. Proceedings .

           Schedule 4.7 sets forth a true and complete list of all Orders and Proceedings by or against Seller arising from or relating to the Purchased Assets. Except as set forth in Schedule 4.7 , there are no instances in which Seller (a) is subject to any outstanding Order or (b) is a party, the subject of or, to Seller’s knowledge, is threatened to be made a party to or the subject of, any Proceeding. No Order or Proceeding required to be set forth in Schedule 4.7 questions the enforceability of this Agreement or the Ancillary Document or the transactions contemplated hereby and thereby, or could result in any Material Adverse Effect on the Business or Purchased Assets, and Seller has no basis to believe that any such Proceeding may be brought or threatened against Seller or Buyer.

Section 4.8. Consent and Approvals .

           Schedule 4.8 sets forth a true and complete list of each material consent, waiver, authorization or approval of any governmental or regulatory authority, domestic or foreign, or of any other Person, and each declaration to or filing or registration with any such governmental or regulatory authority, that is required in connection with the execution and delivery of this Agreement and the Ancillary Documents by the Seller or the performance by the Seller of its obligations hereunder or thereunder (the “ Third Party Consents ”).

Section 4.9. Accuracy of Information Furnished .

          No representation, statement or information contained in this Agreement, any of the Ancillary Documents or any Contract or other document made available or furnished to Buyer or its Representatives by or on behalf of Seller contains any untrue statement of a material fact or omits any material fact necessary to make the information contained therein not misleading.

EXCEPT AS SET FORTH ABOVE, (A) ALL THE PURCHASED ASSETS SHALL BE TRANSFERRED ON AN AS-IS, WHERE-IS BASIS, AND (B) SELLER MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE PURCHASED ASSETS, AND ANY SUCH REPRESENTATION AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

SECTION 5.
REPRESENTATIONS AND WARRANTIES OF BUYER

          As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer hereby represents and warrants to Seller and agrees as follows:

Section 5.1. Organization and Authority of Buyer .

          (a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and all of the Ancillary Documents to which it is a party. The execution, delivery and performance of this Agreement and such Ancillary Documents by Buyer have been duly authorized and approved by Buyer’s managers and do not require any further authorization or consent of Buyer or its managers or members. This Agreement has been duly authorized, executed and delivered by Buyer and is the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each Ancillary Document to which Buyer is a party has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as (i) enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses.

          (b) Neither the execution and delivery of this Agreement or any of such Ancillary Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:

          (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, or an event of default under (1) Buyer’s organizational documents, (2) any Order to which Buyer is a party or by which it is bound or (3) any Legal Requirement affecting Buyer; or

          (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, other than filings with the Bankruptcy Court.

Section 5.2. No Finder .

          Except as set forth on Schedule 5.2 , neither Buyer nor any Person acting on its behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement for which Seller is or will become liable, and Buyer shall hold harmless and indemnify Seller from any claims with respect to any such fees or commissions.

Section 5.3. Ownership of Seller .

          Buyer does not hold, directly or indirectly, any beneficial or other ownership interest in Seller or its securities.

SECTION 6.
ACTION PRIOR TO THE CLOSING DATE

          The Parties covenant and agree to take the following actions between the date hereof and the earlier of the termination of this Agreement and the Closing Date:

Section 6.1. Investigation of the Business by Buyer .

          Seller shall permit Buyer’s authorized Representatives reasonable access during regular business hours and upon reasonable notice, to the offices, properties, agreements and other documentation and financial records with respect to the Business, the Purchased Assets, and the Assumed Liabilities to the extent Buyer reasonably requests. Any such investigation shall be conducted in a manner so as not to interfere with the operations of the Business. Seller shall use their commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Buyer in its investigation.

Section 6.2. Third Party Consents .

          Seller shall use its best efforts to obtain all Third Party Consents to the extent such consents are not provided for or satisfied by the Sale Order.

Section 6.3. Governmental Approvals .

          (a) During the period prior to the Closing Date, Seller and Buyer shall act diligently and reasonably, and shall cooperate with each other, to do or cause to be done, all things necessary, proper or advisable consistent with applicable confidentiality and Legal Requirements to cause the conditions precedent to the Closing to be satisfied and to cause the Closing to occur, including to secure any consents and approvals of any governmental authority

required to be obtained by them, in order to assign or transfer any Permits to Buyer, to permit the consummation of the transactions contemplated by this Agreement, or to otherwise satisfy the conditions set forth in Section 8 , in each case as necessary to the extent such consents are not provided for or satisfied by the Sale Order; provided , however , that Seller shall not make any agreement or understanding affecting the Purchased Assets or the Business (excluding the Excluded Assets or Excluded Liabilities) as a condition for obtaining any such consents or approvals except with the prior written consent of Buyer. Subject to the limitations set forth in this Section 6.3 , Buyer shall act diligently and reasonably to cooperate with Seller, to the extent commercially reasonable, to obtain the consents and approvals contemplated by this Section 6.3(b) ; provided , however , Buyer shall not be required to waive any of the conditions to Closing set forth in Section 8 .

          (b) Subject to all applicable confidentiality and Legal Requirements, Seller and Buyer (i) shall promptly inform each other of any communication from any Governmental Authority concerning this Agreement, the transactions contemplated hereby, and any filing, notification or request for approval and (ii) shall permit the other Party to review in advance any proposed written communication or information submitted to any such Governmental Authority in response thereto; provided , that a Party may request entry into a joint defense agreement as a condition to providing any such materials and that, upon receipt of that request, the Parties shall work in good faith to enter into a joint defense agreement to create and preserve attorney-client privilege in a form and substance mutually acceptable to the Parties. In addition, none of Parties shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry with respect to this Agreement or the transactions contemplated hereby, unless such Party consults with the other Parties in advance and, to the extent permitted by any such Governmental Authority, gives the other Parties the opportunity to attend and participate thereat, in each case to the maximum extent practicable. Subject to any restrictions under applicable laws, rules or regulations, each Party shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and its Affiliates and their respective Representatives on the one hand, and the Governmental Authority or members of its staff on the other hand, with respect to this Agreement, the transactions contemplated hereby (excluding documents and communications which are subject to preexisting confidentiality agreements or to the attorney-client privilege or work product doctrine) or any such filing, notification or request for approval. Each Party shall also furnish the other Party with such necessary information and assistance as such other party and its Affiliates may reasonably request in connection with their preparation of necessary filings, registration or submissions of information to the Governmental Authority in connection with this Agreement, the transactions contemplated hereby and any such filing, notification or request for approval. Seller and Buyer shall prosecute all required requests for approval with all necessary diligence and otherwise use their respective commercially reasonable efforts to obtain the grant thereof by an Order as soon as possible including in order to resolve such objections or suits which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated hereunder or the other transactions contemplated hereby, including by Buyer selling, holding separate or otherwise disposing of or conducting its business in a manner which would resolve such objections or suits or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a manner which would resolve such objections or suits or permitting the sale, holding separate or other disposition of, any of its assets or the assets of its subsidiaries

or the conducting of its business in a manner which would resolve such objections or suits.

          (c) Notwithstanding anything else to the contrary in this Agreement, in the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or private party challenging the transactions hereunder or any other agreement contemplated hereby, (i) each Party shall cooperate in all respects with each other and use its respective best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement, and (ii) Buyer must defend, at its sole cost and expense, any action or actions, whether judicial or administrative, in connection with the transactions contemplated by this Agreement.

Section 6.4. Conduct of Business Prior to the Closing Date .

          (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with the terms of Section 9 hereof, Seller shall maintain the Purchased Assets and operate and carry on the Business only in the Ordinary Course of Business, except as otherwise expressly required by this Agreement or with the express written consent of Buyer. Consistent with the foregoing and to the extent permitted or required by the Bankruptcy Case, Seller shall use commercially reasonable efforts to (i) maintain the Purchased Assets and the assets and properties of, or used by, the Seller relating to the Business in their current condition (ordinary wear and tear excepted), (ii) maintain the business organization of the Business intact, (iii) maintain the Documents of the Business, and (iv) comply with all Legal Requirements. In connection therewith, Seller not shall (1) offer employment for any period on or after the Closing Date to any employee or agent of the Business regarding whom Buyer makes offers of employment in accordance with the terms set forth herein or (2) otherwise attempt to persuade any such employee or agent to terminate his or her relationship with the Business.

          (b) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with the terms of Section 9 hereof, except (u) where the effect would be immaterial, (w) in the Ordinary Course of Business, (x) as expressly provided in this Agreement, including in connection with the Auction or (y) as with the express written approval of Buyer, no Seller shall:

          (i) fail to maintain the Purchased Assets in their present condition or permit any Encumbrances on the Purchased Assets;

          (ii) grant or acquire, agree to grant to or acquire from any Person, or dispose of or permit to lapse any rights to, any material Intellectual Property; or

          (iii) enter into any agreement or commitment to take any action prohibited by this Section 6.4(b) .

Section 6.5. Notification of Breach; Disclosure .

          Each Party shall promptly notify the other of any event, condition or circumstance of which such Party becomes aware prior to the Closing Date that would cause, or would

reasonably be expected to cause, a violation or breach of this Agreement (or a breach of any representation or warranty contained in this Agreement). During the period prior to the Closing Date, each Party will promptly advise the other in writing of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement. It is acknowledged and understood that no notice given pursuant to this Section 6.5 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of the conditions contained herein.

Section 6.6. Insurance .

          Until the Closing, Seller shall maintain (including necessary renewals thereof) insurance policies against risk and liabilities to the extent and in the manner and at the levels maintained by Seller as of the date hereof with respect to the Business and the Purchased Assets.

Section 6.7. Bankruptcy Court Approval .

          (a) Seller and Buyer acknowledge that this Agreement and the sale of the Purchased Assets are subject to Bankruptcy Court approval. Seller and Buyer acknowledge that (i) to obtain such approval, Seller must demonstrate that they have taken reasonable steps to obtain the highest or otherwise best offer possible for the Purchased Assets, including, but not limited to, giving notice of the transactions contemplated by this Agreement to creditors and certain other interested parties as ordered by the Bankruptcy Court, and conducting an auction in respect of the Purchased Assets (the “ Auction ”), and (ii) Buyer must provide adequate assurance of future performance under the Assumed Contracts.

          (b) As soon as reasonably possible after the Parties execute this Agreement, but in any event no later than five Business Days after the Parties execute this Agreement, Seller shall file the Sale Motion with the Bankruptcy Court, together with required supporting papers and required notices.

          (c) In the event an appeal is taken or a stay pending appeal is requested, with respect to the Sale Order, Seller shall promptly notify Buyer of such appeal or stay request and shall promptly provide to Buyer a copy of the related notice of appeal or order of stay. Seller shall also provide Buyer with written notice of any motion or application filed in connection with any appeal from either of such orders.

          (d) From and after the date hereof, Seller shall not take any action that is intended to result in, or fail to take any action the intent of which failure to act would result in, the reversal, voiding, modification or staying of the Sale Order.

Section 6.8. Bankruptcy Filings .

          (a) From and after the date hereof, at least two Business Days prior to filing any papers or pleadings in the Bankruptcy Case that relate, in whole or in part, to this Agreement or Buyer, Seller shall provide Buyer with a copy of such papers or pleadings.

          (b) Buyer shall provide Seller with prompt notice of any papers or pleadings filed by a party other than the Buyer in the Bankruptcy Case that relate, in whole or in part, to the

Purchased Assets, this Agreement or Buyer.

SECTION 7.
ADDITIONAL AGREEMENTS

Section 7.1. Taxes .

          (a) Seller shall be liable for and shall pay, and pursuant to Section 7.1(c) shall reimburse Buyer for, all Taxes (whether assessed or unassessed) applicable to the Business and the Purchased Assets, in each case attributable to periods (or portions thereof) ending on or prior to the Closing Date. Without limiting the obligations of Buyer contained elsewhere in this Agreement, including in respect of the Assumed Liabilities, Buyer shall be liable for and shall pay, and pursuant to Section 7.1(c) shall reimburse the applicable Seller for, all Taxes (whether assessed or unassessed) applicable to the Business, the Purchased Assets and the Assumed Liabilities, in each case attributable to periods (or portions thereof) beginning after the Closing Date. For purposes of this paragraph (a), any period beginning before and ending after the Closing Date shall be treated as two partial periods, one ending on the Closing Date and the other beginning on the day after the Closing Date except that Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis.

          (b) Without limiting the other terms set forth in this Agreement, any sales Tax, use Tax, real property transfer or gains Tax, real property records recordation fees, documentary stamp Tax or similar Tax attributable to the sale or transfer of the Purchased Assets and not exempted under the Sale Order or by section 1146(c) of the Bankruptcy Code (“ Transfer Taxes ”) shall be borne by Seller.

          (c) Seller or Buyer, as the case may be, shall provide reimbursement for any Tax paid by one Party all or a portion of which is the responsibility of the other Party in accordance with the terms of this Section 7.1 . Within a reasonable time prior to the payment of any such Tax, the Party paying such Tax shall give notice to the other of the Tax payable and each Party’s respective liability therefor, although failure to do so will not relieve the other Party from its liability hereunder.

          (d) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of at least six years following the Closing Date. On or after the end of such period, each party shall provide the other with at least 10 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Purchased Assets or the Business.

Section 7.2. Adequate Assurances Regarding Assumed Contracts .

          With respect to each Assumed Contract, Buyer will use commercially reasonable efforts to provide adequate assurance as required under the Bankruptcy Code of the future performance by Buyer of each such Assumed Contract. Buyer and Seller agree that they will promptly take all actions reasonably required to assist in obtaining a Bankruptcy Court finding that there has been an adequate demonstration of adequate assurance of future performance under the Assumed Contracts, such as furnishing affidavits, non-confidential financial information or other documents or information for filing with the Bankruptcy Court and making Buyer’s and Seller’ employees and representatives available to testify before the Bankruptcy Court.

Section 7.3. Certain Actions .

          Within ten (10) days after the Closing Date, Seller shall take such corporate and other actions necessary to change its corporate or company name, as the case may be, to a name that is not similar to, or confusing with, the current name of Seller, including any necessary filings required by the general corporation or other law of the state in which such Seller is incorporated, or otherwise organized. Buyer and Parent shall enter into the Name Use Agreement, permitting Parent to continue to retain “International Fight League” as its corporate name so long as it is a dormant company and is not engaged in an active trade or business in accordance with Section 2.6(c) .

Section 7.4. Reasonable Access to Records and Certain Personnel .

          In order to facilitate Seller’ efforts to (i) administer and close the Bankruptcy Cases, (ii) prepare tax returns (together, the “ Post-Close Filings ”), and (iii) allow Parent to file reports with the Securities and Exchange Commission, for a period of two (2) years following the Closing, the Buyer shall permit Seller and Seller’s counsel and accountants (collectively, “ Permitted Access Parties ”) during regular business hours, with reasonable notice, and subject to reasonable rules and regulations, reasonable access to the financial and other books and records which comprised part of the Purchased Assets that are required to complete the Post-Close Filings, which access shall include (x) the right of such Permitted Access Parties to copy, at such Permitted Access Parties’ expense, such required documents and records and (y) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they require, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copies and applicable Permitted Access Party reimburses the Buyer for the costs and expenses thereof; provided, however, that the foregoing rights of access shall not be exercisable in such a manner as to interfere with the normal operations of Buyer’s business. Notwithstanding anything contained in this Section 7.4 to the contrary, in no event shall Seller have access to any information that, based on advice of Buyer’s counsel, could (1) reasonably be expected to create liability under applicable law, or waive any legal privilege, (2) result in the discharge of any Trade Secrets of Buyer, its affiliates or any third parties or (3) violate any obligation of Buyer with respect to confidentiality.

SECTION 8.
CONDITIONS TO CLOSING

Section 8.1. Conditions to Obligations of Each Party .

          The respective obligations of each Party to effect the sale and purchase of the Purchased Assets shall be subject to the fulfillment (or, if permitted by applicable law, waiver) on or prior to the Closing Date, of the following conditions:

          (a) Consents, shall have been obtained or expired, as the case may be;

          (b) the Sale Order shall be unstayed (other than the ten-day period set forth in Rule 6004 of the Federal Rules of Bankruptcy Procedure); and

          (c) no Governmental Authority shall have enacted, issued, promulgated or entered any Order that is in effect and has the effect of making illegal or otherwise prohibiting the consummation of the transactions contemplated by this Agreement that has not been withdrawn or terminated.

Section 8.2. Conditions to Obligations of Buyer .

          The obligation of Buyer to purchase of the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following additional conditions:

          (a) the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of such date, and Buyer shall have received a certificate of Seller to such effect signed by a duly authorized officer thereof;

          (b) each covenant and obligation that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects, and Buyer shall have received a certificate of Seller to such effect signed by a duly authorized manager or member thereof;

          (c) Seller shall have the requisite authority to assign the Intellectual Property set forth in Schedule 2.1(c) to Buyer;

          (d) each of the deliveries required to be made to Buyer pursuant to Section 3.6 shall have been so delivered; and

          (e) the Sale Order shall have been entered and shall have become a Final Order and shall be in form and substance satisfactory to Buyer in its sole reasonable discretion.

          Any condition specified in this Section 8.2 may be waived by Buyer; provided that no such waiver shall be effective against Buyer unless it is set forth in a writing executed by Buyer.

Section 8.3. Conditions to Obligations of Seller .

          The obligation of Seller to sell the Purchased Assets contemplated by this Agreement shall be subject to the fulfillment on or prior to the Closing Date of the following additional conditions:

          (a) the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of such date and Seller shall have received a certificate of Buyer to such effect signed by a duly authorized officer thereof;

          (b) each covenant and obligation that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects, and Seller shall have received a certificate of Buyer to such effect signed by a duly authorized manager or member thereof;

          (c) each of the deliveries required to be made to Seller pursuant to Section 3.5 shall have been so delivered; and

          (d) The Sale Order shall have been entered and become a Final Order.

          Any condition specified in this Section 8.3 may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in writing executed by Seller.

SECTION 9.
TERMINATION

Section 9.1. Termination .

          This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, by written notice promptly given to the other parties hereto, at any time prior to the Closing Date:

          (a) by mutual written consent of Buyer and Seller;

          (b) by either Buyer or Seller if any permanent injunction or other order of a court or competent authority or government agency which prevents the consummation of the transaction shall have become final and not appealable;

          (c) by either Buyer or Seller upon ten (10) days written notice of such termination to the other parties, if the Closing shall not have occurred on or prior to December 31, 2008; provided that the failure of the Closing to occur by such date is not due (in whole or in part) to a material breach by the terminating party of such party’s representations, warranties or covenants under this Agreement; and

          (d) by Buyer if Seller (i) agrees in writing, (ii) publicly announces its intention, or (iii) is authorized by its board of directors (or equivalent body), to sell, transfer, lease or otherwise dispose of, directly or indirectly, including through an asset sale, stock sale,

merger, reorganization or other similar transaction, all or any portion of the Purchased Assets to any Person other than Buyer whether as a result of the proposal of a stand alone plan of reorganization or otherwise;

          (e) by Buyer if there has been a breach by Seller of any of its representations, warranties or covenants that would result in the condition set forth in Section 8.2(a) or Section 8.2(b) not being met, which breach is not curable, or if curable, is not cured within thirty (30) days after notice of such breach is given by Buyer to Seller; or

          (f) by either Buyer or Seller if the Bankruptcy Court approves an Alternative Transaction, or an Alternative Transaction is consummated.

          (g) For purposes of this Section 9.1 , “ Alternative Transaction ” means any one of the following transactions with or by any person or group (other than the Buyer): (a) a merger, consolidation or similar transaction involving Seller, or (b) a sale, lease or other disposition directly or indirectly by merger, consolidation, tender offer, share exchange or otherwise of any assets of Seller, excluding the Excluded Assets and Excluded Liabilities.

Section 9.2. Break Up Fee .

          (a) Seller acknowledges (i) that Buyer has made a substantial investment in time and incurred substantial out-of-pocket expenses in connection with the negotiation and execution of this Agreement, its due diligence with respect to the Purchased Assets, and its efforts to consummate the transactions contemplated hereby, and (ii) that Buyer’s efforts have substantially benefited Seller and will benefit Seller and will benefit the bankruptcy estate of Seller through the submission of the offer reflected in this Agreement which will serve as a minimum bid on which other potentially interested bidders can rely. Therefore, as compensation for entering into this Agreement, taking action to consummate the transactions contemplated hereby and incurring the costs and expenses related thereto and other losses and damages, including foregoing other opportunities, Seller agrees to pay to Buyer, in accordance with the provisions of this Section 9.2 , an amount equal to three percent (3%) of the Aggregate Cash Consideration (the “ Break-Up Fee ”).

          (b) Subject to limitations set forth in the Bidding Procedures, the Break-Up Fee shall become payable to Buyer if, at any time prior to the entry of the Sales Order, this Agreement is terminated by Buyer pursuant to Sections 9.1(c), (d), (e) or (f) or by Seller pursuant to
Section 9.1(f) .

Section 9.3. Effect of Termination .

          (a) In the event of termination of this Agreement by either Party, all rights and obligations of the Parties under this Agreement shall terminate without any liability of any Party to any other Party except as otherwise provided in this Section 9 and except that each Party shall be liable for any willful breach of this Agreement by such Party. Notwithstanding the foregoing, the provisions of Section 9.2 , Section 10 and Section 11 shall expressly survive the expiration or termination of this Agreement.

SECTION 10.
INDEMNIFICATION

Section 10.1. No Survival of Representations and Warranties .

          The representations and warranties of Buyer and Seller made in this Agreement and the covenants of Buyer and Seller contained in this Agreement that, by their terms, are to be performed at or prior to the Closing shall not survive the Closing Date and shall be extinguished by the Closing and the consummation of the transaction contemplated by this Agreement. Absent fraud, Buyer shall not have any remedy against Seller or their Affiliates, and Seller shall not have any remedy against Buyer or its Affiliates for (i) any breach of a representation or warranty contained in this Agreement (other than to terminate the Agreement in accordance with the terms hereof and as provided in Section 9.2 ) and (ii) if the Closing occurs, any breach of a covenant contained in this Agreement with respect to the period prior to the Closing Date. All covenants required to be performed after the Closing Date shall survive this Closing Date.

SECTION 11.
GENERAL PROVISIONS

Section 11.1. Confidential Nature of Information .

          Each Party agrees that it will treat in confidence all documents, materials and other information that it shall have obtained regarding the other Party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents. Such documents, materials and information shall not be disclosed or communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors and potential lenders, and in the case of Seller, to their counsel, accountants and financial advisors). No Party shall use any confidential information referred to in the second immediately preceding sentence in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Purchased Assets and the enforcement of its rights hereunder and under the Ancillary Documents; provided , however , that after the Closing, Buyer may use or disclose any confidential information included in the Purchased Assets and may use or disclose other confidential information that is otherwise reasonably related to the Business or the Purchased Assets. The obligation of each Party to treat such documents, materials and other information in confidence shall not apply to any information that (i) is or becomes available to such Party from a source other than the disclosing Party, provided such other source was not, and such Party would have no reason to believe such source was, subject to a confidentiality obligation in respect of such information, (ii) is or becomes available to the public other than as a result of disclosure by such Party or its agents, (iii) is required to be disclosed under applicable law or judicial process, including the Bankruptcy Case, but only to the extent it must be disclosed, or (iv) such Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Section 11.2. No Public Announcement .

          Neither Seller nor Buyer shall, without the approval of Seller (in the case of a disclosure by Buyer) or Buyer (in the case of a disclosure by Seller), make any press release or other public announcement concerning the transactions contemplated by this Agreement, except

as and to the extent that any such party shall be so obligated by law, including as may be required by the Bankruptcy Case, securities laws, or the rules of any stock exchange, in which case the other party or parties shall be advised prior to such disclosure and the parties shall use their reasonable best efforts to cause a mutually agreeable release or announcement to be issued.

Section 11.3. Notices .

          All notices or other communications required or permitted hereunder shall be in writing and shall be given or delivered by personal delivery, by facsimile or by a nationally recognized private overnight courier service addressed as follows:

If to Buyer, to:

HDNet LLC
320 South Walton Street
Callas, Texas 75226
Attn: Robert Thoele
Facsimile: 214-571-9221

with a copy to (which shall not constitute notice):

Alvin Gump Strauss Hauer & Feld LLP
1700 Pacific Ave, Suite 4100
Dallas, Texas 75201
Attn: Robert W. Dockery, Esq. and Kevin D. Rice, Esq.
Facsimile: 214-969-4343

If to Seller, to:

IFL Corp.
38 Park Avenue, 2 ^nd Floor
Rutherford, New Jersey 07070
Attn: Michael Keefe
Facsimile: 201-635-1801

with a copy to (which shall not constitute notice):

Lowenstein Sandler PC
1251 Avenue of the Americas, 18th Floor
New York, New York 10022
Attn: Sharon L. Levine, Esq. and S. Jason Teele, Esq.
Facsimile: 973-597-2400

or to such other address or facsimile number as such party may indicate by a notice delivered to the other party hereto.

          Any notice, consent, authorization, direction or other communication delivered as aforesaid shall be deemed to have been effectively delivered and received, if sent by a nationally recognized private overnight courier service, on the date following the date upon which it is delivered for overnight delivery to such courier service, if delivered personally (with written confirmation of receipt), on the date of such delivery or, if sent via facsimile, on the date of the transmission of the facsimile, provided that the sender thereof receives written confirmation that the facsimile was successfully delivered to the intended recipient.

Section 11.4. Successors and Assigns .

          (a) Except as expressly permitted in this Agreement, the rights and obligations of the Parties under this Agreement shall not be assignable by such parties without the written consent of the other parties hereto.

          (b) This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. The successors and permitted assigns hereunder shall include any permitted assignee as well as the successors in interest to such permitted assignee (whether by merger, consolidation, liquidation (including successive mergers, consolidations or liquidations) or otherwise). Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the parties and successors and assigns permitted by this Section 11.4 any right, remedy or claim under or by reason of this Agreement.

Section 11.5. Entire Agreement; Amendments; Disclosure Schedules .

          This Agreement, the Ancillary Documents and Disclosure Schedules referred to herein contain the entire understanding of the parties hereto with regard to the subject matter contained herein or therein, and supersede all prior agreements, understandings or letters of intent between or among any of the parties hereto with respect to such subject matter. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the Parties.

Section 11.6. Waivers .

          Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. Except as otherwise provided herein, the failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Section 11.7. Expenses .

          Each party hereto will pay all costs and expenses incident to its negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with, including the fees, expenses and disbursements of its counsel and accountants.

Section 11.8. Partial Invalidity .

          Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 11.9. Execution in Counterparts .

          This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the Parties hereto. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.10. Governing Law .

          (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State.

          (b) All actions and proceedings arising out of or relating to this Agreement, including the resolution of any and all disputes hereunder, shall be heard and determined in the Bankruptcy Court, and the Parties hereby irrevocably submit to the exclusive jurisdiction of the Bankruptcy Court in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The Parties hereby consent to service of process by mail (in accordance with Section 11.3 ) or any other manner permitted by law.

          (c) THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SELLER, BUYER, OR THEIR RESPECTIVE REPRESENTATIVES IN THE NEGOTIATION OR PERFORMANCE HEREOF.

Section 11.11. No Third Party Beneficiaries .

          This Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable benefit, claim, cause of action, remedy or right of any kind.

[SIGNATURE PAGES FOLLOW]

           IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be executed the day and year first above written.

[Signature Page to Asset Purchase Agreement]

Schedule 2.1(a)
Equipment

4 GB P2 Cards
Tripod/Organizer
Light Kit/Access
Mixer/Microphones
G-Raid 800 GB drive for editing
1995 Fruehauf trailer (VIN: 1HV05324SE030924)
Lift Pads for Fruehauf trailer
Panasonic HD Recorder
Breakout Box
DVD Duplicator
Portable DVR
LCD 7” monitor
RIVA Pro II Kit
Fresnel Kit (portable light kit)
Wide Angle adapters Soft Light
Kit Egg Crate (light diffuser)
Fresnel Kit (portable light kit)
Phone system
Wireless microphone system
Two Knack boxes (large metal rolling storage containers)
Miscellaneous TV production hardware
Sparring padding for MMA training
5-Rope ring used at IFL events

SCHEDULE 2.1(b)
Assumed Contracts And Cure Costs

Agreement dated February 20, 2007, between Seller and Alfred Haber Distribution, Inc., and the Addendum thereto dated October 31, 2007. Cure cost: $0.00.

Letter Agreement dated March 20, 2008, between Seller and National Sports Programming, owner and operator of Fox Sports Net programming service. Cure cost: $0.00.

Production and Distribution Agreement dated November 27, 2007, between Seller and HDNet LLC, and Amendment No. 1 thereto dated December 18, 2007. Cure cost: $0.00.

Production and Distribution Agreement dated January 31, 2008, between Seller and HDNet LLC. Cure cost: $0.00.

Schedule 2.1(c)
Intellectual Property

     Trademarks, Trade Names and Service Marks

Schedule 2.1(c)-1

Copyright Television Broadcasts

FSN Shows

Schedule 2.1(c)-2

Schedule 2.1(c)-3

Copyright Television Broadcasts

MyNetwork IFL Battleground Shows