ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT      THIS ASSET PURCHASE AGREEMENT (this " Agreement "), is made as of this 12th day of January, 2009, by and among: Cablecam, LLC, an Oklahoma limited liability company with offices at Two Warren Place, 6120 South Yale, Second Floor, Tulsa, OK 74136-4229 (" Cablecam "); Skycam LLC, an Oklahoma limited liability company with offices at Two Warren Place, 6120 South Yale, Second Floor, Tulsa, OK 74136-4229 (" Skycam "); Winnercomm Holdings, Inc., a Delaware corporation, with offices at Two Warren Place, 6120 South Yale, Second Floor, Tulsa, OK 74136-4229 (" Holdings "); Winnercomm, Inc., an Oklahoma corporation with offices at Two Warren Place, 6120 South Yale, Second Floor, Tulsa, OK 74136-4229 (" Winnercomm ," Cablecam, Skycam and Holdings each being referred to from time to time as a " Seller " and, collectively, the " Sellers "); a n d Outdoor Channel Holdings, Inc., a Delaware corporation, with offices at 43445 Business Park Drive, Suite 103, Temecula, CA, 92590 (the " Buyer "). W I T N E S S E T H:      WHEREAS, Skycam owns the rights to a business of developing, operating, renting, marketing, manufacturing and otherwise dealing with an advanced computer controlled mobile aerial camera suspension system (the " Skycam System ") (collectively, the " Skycam Business ");      WHEREAS, Cablecam owns certain assets which it uses in its business of providing cameras suspended by a system of cables, pulleys and computer controlled winches (the " Cablecam System ") (collectively, the " Cablecam Business ");      WHEREAS, Winnercomm owns certain assets and has such contractual and business relationships which it uses in connection with sports production, program development, marketing services and sales representation businesses and activities (the " Winnercomm Business ", together with the Skycam Business and the Cablecam Business, the " Businesses ", and each, a " Business "); and      WHEREAS, each of the Sellers desires to sell, and the Buyer desires to purchase all or substantially all of the assets and operations of Sellers, and assume certain specified liabilities of each Seller, as they pertain to the Purchased Assets (as defined herein) as of the Closing Date (as defined herein) for the consideration and upon the terms and conditions set forth in this Agreement; and

     NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements herein contained for good and valuable consideration, the parties hereto, intending to be legally bound, agree as follows: ARTICLE 1
PURCHASE AND SALE OF ASSETS      1.1 Purchased Assets . Subject to the terms and conditions hereof, at the Closing, each Seller shall assign, convey, sell, and/or transfer to Buyer, and Buyer shall purchase or be assigned all of each Seller’s rights in and to all of the assets of the Sellers, including, without limitation, the following assets (excluding those assets excluded from this sale pursuant to Section 1.2 ) (collectively, the " Purchased Assets "):

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     1.2 Assets Excluded from Purchase . Other than the Purchased Assets, no other asset of any Seller shall be transferred and sold to Buyer pursuant to this Agreement, including, without limitation, the following (the " Excluded Assets "):

ARTICLE 2
PURCHASE PRICE AND PAYMENT      2.1 Purchase Price . The Buyer agrees to pay FIVE MILLION SEVEN HUNDRED FIFTY THOUSAND Dollars ($5,750,000) payable in cash or immediately available funds at the Closing to Winnercomm or its designated designee(s) for the Purchased Assets and the Assumed Liabilities (the " Purchase Price ").

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     2.2 Assumption of Liabilities . The following are the " Assumed Liabilities ":           (a) the accounts payable of the Sellers listed on Schedule 2.2(a) ;           (b) any and all liabilities arising on or after the Closing Date pursuant to or under any of the Sellers’ Contracts, including (i) a payment owed to Parallel 2005 Equity Fund in the amount set forth in Schedule 2.2(b)(i) and (ii) a payment owed to Allen & Company for expenses incurred in connection with the consummation of this transaction in the amount set forth in Schedule 2.2(b)(ii) ; and           (c) the obligations of each of the Sellers under the real property leases listed on Schedules 1.1(a)(5), 1.1(b)(7) and 1.1(c)(2) .      2.3 Liabilities Not Assumed . Except as otherwise expressly provided in this Agreement, Buyer shall not, by virtue of its purchase of the Purchased Assets or otherwise, directly or indirectly, assume or become responsible for any liability, obligation, duty or contingency of any Seller or any affiliate of any Seller of any nature whatsoever, whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, contingent or otherwise, including without limitation any funds owed by the Sellers pursuant to either of the Subordinated Demand Promissory Notes, both dated as of February 24, 2006, or any sales, use or income taxes imposed upon any Seller as a result of the Closing. Any and all liabilities attributable to the Purchased Assets which relate to or pertain to all time periods prior to the Closing Date shall remain the sole obligation and liability of the respective Sellers to which they currently relate.      2.4 Allocation of Consideration . The parties agree that the Purchase Price shall be allocated, for tax purposes, among the Purchased Assets in a manner consistent with the provisions of Section 1060 of the Internal Revenue Code and all regulations promulgated thereunder. Buyer and Sellers shall endeavor to agree to the form of IRS Form 8594 for inclusion with the federal income tax return of each Seller ending on the Closing Date and any similar allocation required under state, local or foreign law (collectively, " IRS Form 8594 "). If agreement is reached with respect to an allocation, Sellers and Buyer agree to report the transactions contemplated by this Agreement for federal tax purposes on IRS Form 8594 in accordance with such allocation, and shall not take any position or action inconsistent therewith upon examination of any tax return, in any refund claim, in any litigation, investigation or otherwise; provided, however, that if, in any audit of any tax return of Sellers or Buyer by a governmental authority, the fair market values are finally determined to be different from IRS Form 8594, as adjusted, Buyer and Sellers may (but shall not be obligated to) take any position or action consistent with the fair market values as finally determined in such audit.

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ARTICLE 3
CLOSING      3.1 Time and Place of Closing . The closing of the purchase and sale of the Purchased Assets (the " Closing ") pursuant to this Agreement shall take place on or before January 12, 2009. The Closing shall be held at the offices of Winnercomm, commencing at 3:00 P.M., local time or at such other date, time or place as may be agreed to by Buyer and the Sellers (the " Closing Date ").      3.2 Deliveries at the Closing . At the Closing, in addition to the other actions contemplated elsewhere herein:           (a) Sellers shall deliver, or cause to be delivered, to Buyer the following:                (i) a bill of sale, assignment and assumption agreement duly executed by each Seller (the " Bill of Sale, Assignment and Assumption Agreement "), substantially in the form of Exhibit B ;                (ii) a certificate of good standing of a recent date for each Seller, certified by the Secretary of State of the state in which in each Seller is incorporated and from each state where each Seller is qualified to do business;                (iii) copies of the resolutions of the Board of Directors of Winnercomm and the Board of Directors of Holdings, authorizing the execution, delivery and performance of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing Date by the President of Holdings;                (iv) duly executed releases or terminations of financing statements, or other evidence satisfactory to Buyer that all liens, mortgages on and security interests, if any, on any Purchased Asset have been released and terminated;                (v) those closing deliverables set forth in Section 6.1 ; and                (vi) such other documents and instruments as Buyer may reasonably request to effectuate or evidence the transactions contemplated by this Agreement.           (b) Buyer shall deliver, or shall cause to be delivered, to Sellers the items described below:                (i) the Bill of Sale, Assignment and Assumption Agreement, executed by Buyer;

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               (ii) the Purchase Price to Fortress Credit Opportunities I LP, as specifically directed by each of the Sellers, in cash or immediately available funds for the benefit of itself and the other Sellers;                (iii) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance by Buyer of this Agreement and the other agreements and instruments referred to herein, certified as of the Closing by a duly elected officer of Buyer;                (iv) those closing deliverables set forth in Section 6.2 and                (vii) such other documents and instruments as Seller may reasonably request to effectuate or evidence the transactions contemplated by this Agreement.           (c) At the Closing, Winnercomm shall deliver, or shall cause to be delivered, to Buyer the Winnercomm Available Cash Balance. ARTICLE 4
REPRESENTATIONS AND WARRANTIES REGARDING      As of the date hereof, each Seller, jointly and severally, hereby represents and warrants to Buyer, subject to such exceptions as are specifically disclosed in writing (and that reference the specific representation that they qualify) in the disclosure letter supplied by each Seller to Buyer dated as of the date hereof and certified by a duly authorized officer of each of the Sellers (the " Seller Disclosure Schedule "), as follows:      4.1 Organization and Good Standing . Each Seller is a corporation duly established, validly existing and in good standing under the laws of the in which it is incorporated and has the power and authority to carry on the Businesses as presently conducted, to own the assets which it owns and to perform its obligations hereunder. Each Seller is duly qualified and in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not have a Material adverse effect on such Seller.      4.2 Power and Authorization . Each Seller has full legal right, power and authority to enter into and perform its obligations under this Agreement and under the other agreements and documents (the " Seller Transaction Documents ") required to be delivered by it prior to or at the Closing. This Agreement has been duly and validly executed and delivered by each Seller and constitutes the legal, valid and binding obligation of each Seller enforceable against it in accordance with its terms. When executed and delivered as contemplated herein, each of the Seller Transaction Documents to which it is a party shall constitute the legal, valid and binding obligation of each Seller, enforceable against it in accordance with its terms; except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by the availability of equitable remedies.

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     4.3 No Conflicts .           (a) The execution, delivery and performance of this Agreement and the Seller Transaction Documents by each Seller do not and will not (with or without the passage of time or the giving of notice):                (i) violate or conflict with the organizational documents of any such Seller, or any law, statute, regulation, permit, license, certificate, judgment, order, award or other decision or requirement of any arbitrator, court, government or governmental agency or instrumentality (collectively, " Laws ") binding upon such Seller;                (ii) violate or conflict with, result in a breach of, or constitute a default or otherwise cause any loss of benefit under any Material agreement or other Material obligation to which any such Seller is a party or by which it or any of its assets are bound, or give to others any rights (including rights of termination, foreclosure, cancellation or acceleration), in or with respect to any such Seller or any Purchased Asset or require the consent, waiver or approval of any other Person; or                (iii) result in, require or permit the creation or imposition of any claim, lien, pledge, charge, security interest, equitable interest, option, mortgage, right of first refusal, condition, restriction of any kind, including any restriction on use, transfer, receipt of income or exercise of any other attribute of ownership, or other encumbrance of any nature whatsoever (collectively, " Encumbrances ") of any nature upon any such Seller or any Purchased Asset.           (b) There are no judicial, administrative or other governmental actions, proceedings or investigations pending or, to any of such Sellers’ Knowledge, threatened, that question any of the transactions contemplated by, or the validity of, this Agreement or any of the other agreements or instruments contemplated hereby or which, if adversely determined, would have an adverse effect upon the ability of any such Seller to enter into or perform its obligations under this Agreement or any such other agreements or instruments. Such Seller has not received any request from any governmental agency or instrumentality for information with respect to the transactions contemplated hereby and has no obligation to obtain any governmental approval or consent.      4.4 Title . Each Seller and upon transfer of the Purchased Assets to Buyer at Closing as contemplated by this Agreement, Buyer shall acquire, good and marketable title thereto free and clear of any Encumbrance;      4.5 Sufficiency of Assets . The Purchased Assets include all tangible and intangible assets and rights that are used or held for use in the operation or conduct of the Businesses, and are sufficient for the conduct of the Businesses by Buyer following the Closing in substantially the same manner as conducted by each Seller prior to the date hereof. None of the past or present affiliates of any Seller participates (or has participated) in the operation or conduct of, or

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own or have rights to any assets or property used or held for use in the operation or conduct of, the Businesses or the Purchased Assets.      4.6 Compliance with Laws . Each Seller is, and at all times during its existence has been, in compliance with all applicable Laws; and no Seller has received any notice, order or other communication from any governmental agency or instrumentality of any alleged, actual, or potential violation of or failure to comply with any Law except such notices, orders or other communications that would not in the aggregate result in a Material adverse effect on its Businesses. Each Seller has, and at all times during its existence has had, all licenses, permits and approvals issued by any governmental body or agency necessary or appropriate to the ownership of its assets and the operation of the Businesses.      4.7 Bulk Sales Laws . The sale of the Purchased Assets to Buyer and the transactions contemplated in this Agreement are not subject to the requirements or provisions of any "bu