UNITED STATES
                        SECURITES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended May 31, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from __________ to __________

                        Commission File Number 000-50643

                        GLOBAL ENTERTAINMENT CORPORATION
             (Exact name of registrant as specified in its charter)

            Nevada                                          86-0933274
(State or other jurisdiction of                      (I.R.S. Identification No.)
 incorporation or organization)

1600 N Desert Drive, Suite 301, Tempe, AZ                        85281
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code (480) 994-0772

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                                (Title of class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant of Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark if the registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.): Yes [ ] No [X]

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the issuer was $3,970,139 based on the closing price of $1.39
per share at August 13, 2008, as reported on the American Stock Exchange

At August 13, 2008, 6,625,114 shares of Global Entertainment  Corporation common
stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy  Statement to be filed with the  Commission for the annual
meeting of  stockholders  to be held  October  17,  2008,  are  incorporated  by
reference into Part III of this Annual Report on Form 10-K.

GLOBAL ENTERTAINMENT CORPORATION ANNUAL REPORT ON FORM 10-K INDEX Page ---- PART I. Item 1. Business 3 Item 1A. Risk Factors 12 Item 1B. Unresolved Staff Comments 15 Item 2. Properties 15 Item 3. Legal Proceedings 15 Item 4. Submission of Matters to Vote of Security Holders PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities 16 Item 6. Selected Financial Data 16 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 22 Item 8. Financial Statements and Supplementary Data 18 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 45 Item 9A(T). Controls and Procedures 45 Item 9B Other Information 46 PART III. Item 10. Directors, Executive Officers and Corporate Governance 46 Item 11. Executive Compensation 46 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 46 Item 13. Certain Relationships and Related Party Transactions, and Director Independence 46 Item 14. Principal Accountant Fees and Services 46 PART IV. Item 15. Exhibits and Financial Statement Schedules 47 2

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of Global Entertainment Corporation that are based on current expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of Global Entertainment Corporation's management. Words such as "outlook," "believes," "expects," "appears," "may," "will," "should," "anticipates" or the negative or correlations thereof or comparable terminology, are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those identified in Item 1A, Risk Factors, and other risks identified herein and in future SEC filings and public announcements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation to revise or update publicly any forward-looking statements. PART I. ITEM 1. BUSINESS. OVERVIEW Global Entertainment Corporation (referred to in this annual report as "we," "us," "Global" or "GEC") is an integrated event and entertainment company that is engaged, through its wholly-owned subsidiaries, in sports management, multipurpose events center and related real estate development, facility and venue management and marketing, and venue ticketing. We are primarily focused on projects located in mid-size communities. We were organized as a Nevada corporation in August 1998, under the name Global II, Inc. In April 2000, Global II acquired all of the outstanding shares of Western Professional Hockey League, Inc. from WPHL Holdings, Inc., a British Columbia, Canada corporation. Contemporaneously with the acquisition of WPHL, we changed our name to Global Entertainment Corporation. Our current operating subsidiaries are Western Professional Hockey League, Inc., Global Properties I, International Coliseums Company, Inc., Global Entertainment Marketing Systems, Inc., Global Entertainment Ticketing and Encore Facility Management. Pursuant to a joint operating agreement between us and Central Hockey League, Inc. (CHL Inc.), Western Professional Hockey League, Inc. (WPHL) operates and manages a minor professional hockey league known as the Central Hockey League (the League), which currently consists of 18 teams (16 expected to play in the 2008-2009 season) located in mid-market communities throughout the Central and Western regions of the United States. During the year ended May 31, 2007, we began operations of Global Properties I (GPI) which provides services in targeted mid-sized communities across the United States related to the development of multipurpose events centers and surrounding multi-use real estate development. GPI, along with International Coliseums Company, Inc. (ICC), develops multipurpose events centers in mid-market communities. ICC's development of multipurpose events centers promotes the development of the League by assisting potential licensees in securing quality venues in which to play minor professional hockey league games. The inter-relationship between GPI, ICC and WPHL is a key factor in the viability of a managed multipurpose entertainment facility. Global Entertainment Marketing Systems, Inc. (GEMS), promotes, markets, and sells various services related to multipurpose entertainment facilities, including all contractually obligated income (COI) sources such as facility naming rights, luxury suite sales, club seat license sales, and facility sponsorship agreements. Global Entertainment Ticketing (GetTix) provides ticketing services for the multipurpose event centers developed by GPI and ICC, existing League licensees, and various other entertainment venues, theaters, concert halls, and other facilities and event coordinators. GetTix provides a full ticketing solution by way of box office, phone, internet and print-at-home service that utilizes distribution outlets in each market. GetTix uses third-party, state-of-the-art software to deliver ticketing capabilities that include database flexibility, easy season and group options, financial reporting and marketing resources. In February 2006, we formed Encore Facility Management (Encore), a single source management entity that provides a full complement of multipurpose events center operational services. These services provide administrative oversight in the 3

areas of facility/property management and finance, event bookings, and food and beverage. Encore is currently involved with facility management of a multipurpose events centers developed by GPI and ICC. Facility management operations are conducted under separate limited liability companies. On August 1, 2008, we closed a transaction pursuant to which we sold substantially all of the assets of our subsidiary Cragar Industries, Inc., a licensor of an automotive aftermarket wheel trademark and brand - CRAGAR(R). The assets consisted primarily of intangible property, including trademarks, service marks and domain names. The purchase price was approximately $1.9 million in cash. Of the cash proceeds, $0.1 million was used for transaction expense and $1.25 million has been set aside in a restricted account as security for a letter of credit. The remainder of the funds was made available for working capital and general corporate purposes. BUSINESSES AND MARKETS THE MINOR PROFESSIONAL HOCKEY LEAGUE BUSINESS A central component of our business is the operation of the League We believe that the League offers a unique entertainment alternative that is not typically available to individuals living in our targeted mid-sized communities in the United States, and that the affordable nature of tickets, refreshments, and merchandise at League events allows access to families and individuals at all levels of income. The introduction of a team in these mid-sized communities offers several potential benefits to licensees, including: * marketing and sponsorship opportunities through the League's diverse fan base; * increased revenue through sales of team-licensed products and; * opportunities to network with surrounding communities and to create team rivalries. The introduction of a League team also offers several potential benefits to the mid-sized community in which each team is located, including: * increased tax revenue through direct ticket, refreshment and licensing sales at professional minor league hockey games and other events as well as indirect increases in sales at restaurants, stores and hotels surrounding the arena in which the team plays; * increased job opportunities for community citizens working for the team or arena as well as surrounding businesses; and * enhanced development of property located near the multipurpose event facility. WPHL operates the League. During the 2008-2009 season we expect that the League will consist of 18 teams (2 dormant and 16 active) located in mid-sized communities throughout the Central and Western regions of the United States. WPHL licenses 14 of the teams. The remaining 4 teams, each of which was an original CHL, Inc. team, continue to operate under a sanction agreement that requires direct payments to the League pursuant to the terms and conditions of the original CHL, Inc. agreements. Pursuant to a joint operating agreement with CHL Inc., WPHL jointly manages and operates the League under the Central Hockey League name. WPHL also provides ongoing support and assistance to teams in accounting, ticket sales, marketing, hockey operations, development, and media services. WPHL provides operational manuals for each team to utilize as a guide and point of reference. In addition, yearly league conferences are held to provide team owners an opportunity to meet with other owners and discuss operational concerns. Operations are governed by an oversight board. We do not operate or manage any teams outside of the joint operating agreement with CHL, Inc. Pursuant to the joint operating agreement between CHL Inc. and WPHL, CHL Inc. had an option to purchase all of WPHL's interests and rights related to WPHL teams operating under the joint operating agreement, and any other hockey related assets of WPHL, beginning in 2011. Under the terms of a modification to the joint operating agreement entered into in June 2008, CHL Inc.'s purchase option has been eliminated and WPHL and CHL Inc. each now have a right of first refusal to purchase the other's interests if a bona-fide third party offer to purchase the entire interest is received. 4

The 16 League teams expected to play during the 2008-2009 season, are divided into 4 divisions: Northeast, Northwest, Southeast and Southwest, as follows: <TABLE> <CAPTION> Northeast Northwest Southeast Southwest --------- --------- --------- --------- <S> <C> <C> <C> Bossier-Shreveport Mudbugs Colorado Eagles Corpus Christi IceRays Amarillo Gorillas (Bossier City, LA) (Windsor, CO) (Corpus Christi, TX) (Amarillo, TX) Memphis RiverKings Rapid City Rush Laredo Bucks Arizona Sun Dogs (Southaven, MS) (Rapid City, SD) (Laredo, TX) (Prescott Valley, AZ) Oklahoma City Blazers Rocky Mountain Rage Rio Grande Valley New Mexico Scorpions (Oklahoma City, OK) (Broomfield, CO) Killer Bees (Rio Rancho, NM) (Hidalgo, TX) Tulsa Oilers Wichita Thunder Texas Brahmas Odessa Jackalopes (Tulsa, OK) (Wichita, KS) (North Richland Hills, TX) (Odessa, TX) </TABLE> The Austin Ice Bats will not participate in the 2008-2009 season but retain their active status in the League. Lubbock, Texas is dormant and will not participate in the 2008-2009 season. Certain teams are past due on annual league assessment installments for the 2008-2009 season and the schedule is subject to change. LICENSEE SELECTION. WPHL has not established a fixed set of prerequisites that a prospective licensee must meet in order to be awarded a license. Instead, WPHL recruits licensee candidates based on a variety of factors such as prior business experience, financial strength and integrity, and probable ability to successfully operate a sports-oriented organization. LICENSE LOCATION SELECTION. WPHL seeks to grant licenses in communities capable of sustaining and expanding a professional sports organization without saturating an existing market or penetrating a market that is already serviced by another hockey league. WPHL markets the availability of its franchising opportunities primarily through individual association and brand identity. License locations are determined by considering the following factors, among others. * PROXIMITY TO EXISTING LICENSES. WPHL seeks to grant licenses sufficiently close to existing teams to reduce travel expenses incurred by each team, but sufficiently far away from existing teams to allow each team to have ample fan support. * ARENA AVAILABILITY. Because an arena is essential to a licensee's operations, WPHL investigates the availability of an existing arena and assists in negotiating the arena lease. If no arena is available, WPHL, through its affiliates ICC and GPI, works with the prospective licensee and the municipality to provide a multipurpose arena. * MARKET AND DEMOGRAPHIC DATA. WPHL performs a detailed review of a prospective market's demographics, including the number of households, average income per household, median income, prevailing wage data, and additional general market data, to determine the suitability of the market for a license. * EXISTING COMPETITION. WPHL seeks to grant licenses where the new licenses do not have direct competition with other hockey teams or other major sports licenses. We believe the absence of direct competition in a market allows a team to more easily develop fan support. 5

HISTORICAL LEAGUE ATTENDANCE AND TICKET REVENUE. The following tables reflect attendance at League events and League ticket revenues per season (unaudited). <TABLE> <CAPTION> Season 2001-2002 2002-2003 2003-2004 2004-2005 2005-2006 2006-2007 2007-2008 ------ --------- --------- --------- --------- --------- --------- --------- <S> <C> <C> <C> <C> <C> <C> <C> # of Teams Playing 16 16 17 17 15 17 17 --------- --------- --------- --------- --------- --------- --------- Regular Season 2,183,197 2,253,489 2,448,584 2,284,057 2,238,408 2,387,286 2,164,657 Playoffs 152,455 134,335 168,894 179,130 185,805 318,257 149,293 --------- --------- --------- --------- --------- --------- --------- Total 2,335,652 2,387,824 2,617,478 2,463,187 2,424,213 2,705,543 2,313,950 ========= ========= ========= ========= ========= ========= ========= Per Game Average 4,270 4,381 4,521 4,487 4,671 4,350 3,942 Season 2001-2002 2002-2003 2003-2004 2004-2005 2005-2006 2006-2007 2007-2008 ------ --------- --------- --------- --------- --------- --------- --------- # of Teams Playing 16 16 17 17 15 17 17 Ticket Revenue (millions) $ 13.47 $ 13.78 $ 18.01 $ 16.99 $ 18.42 $ 25.49 $ 21.70 </TABLE> League teams played 30 home games each during the 2004-2005 season versus 32 home games each during the previous three seasons. Teams resumed a 32 home game schedule for the 2005-2006 season. During the five seasons prior to the 2007-2008 season, based on information from individual league websites, the League had experienced the highest per game attendance of all North American AA professional hockey leagues. The declines in game average attendance and ticket revenue in the 2007-2008 season are primarily attributable to two teams which operated in arenas with seating capacity substantially lower than the League average. LICENSE AGREEMENTS. WPHL has entered into separate license agreements with 14 of the 18 teams. Under the license agreements, if conditions are met, WPHL grants license rights for a 10-year term for a designated area, which may be renewed by the licensee. The licensee agrees to pay fees to WPHL and WPHL agrees to provide various services, including services relating to accounting, ticket sales, marketing, hockey operations, media, contracting and negotiating, rulemaking, administrative and training, and conferences. In addition, WPHL and each team have continuing rights and obligations, with respect to record keeping, the team's arena, participation in WPHL management, intellectual property, confidentiality, maintenance of insurance and indemnification, among others. The remaining 4 teams, each of which was an original CHL, Inc. team, continue to operate under a sanction agreement that requires direct payments to the League pursuant to the terms and conditions of the original CHL, Inc. agreements. INITIAL LICENSE FEES AND COSTS. Unless an alternative arrangement is made with WPHL, the current initial license fee is $1,250,000. WPHL has, in the past, shared a portion of the initial license fee with the other WPHL teams, and expects to continue to do so, although the sharing arrangement may be modified. Through a variety of factors, management believes that the value of a WPHL license has increased and WPHL has increased initial license fees to maintain a consistent level of quality support for new Licensees. CONTINUING LICENSE FEES. Upon the execution of a license agreement, a WPHL licensee is responsible for continuing fees payable to WPHL. Licensees also are responsible for continuing fees payable to the League, which fees are shared with WPHL pursuant to the joint operating agreement between the leagues. Continuing fees include assessment fees, advertising fees, local marketing expenditures, transfer fees, audit fees and renewal fees, which are described below: * ASSESSMENT FEES. Assessment fees for WPHL licensees are $100,000 annually, $10,000 of which represents licensing fees paid to us and $15,000 of which represents payment of officials to referee games. Assessment fees are $90,000 annually for League licensees. * ADVERTISING FEES. Advertising fees are 3% of gross team revenues. Fees received from each licensee are pooled together to form an advertising fund used for league promotion. In addition to the monthly advertising fees, each license is required to spend a minimum of 1% of revenue on local marketing and promotion. WPHL has the discretion not to collect the advertising fees and to date has chosen not to collect advertising fees from its licenses, although it retains the right to do so. * TRANSFER FEES. In the event of a transfer of a license, a transfer fee in the amount of the greater of $100,000 or 25% of the then-current initial license fee is payable to WPHL. The transfer fee is implemented to cover WPHL's administrative and other expenses in connection with the transfer. In addition to the transfer fee, the new licensee must complete any training programs in effect for current licensees. All expenses associated with training must be paid by the licensee. * AUDIT FEES. At any given time, WPHL may conduct an audit of the books and records of its licensees. If the audit discloses an understatement of any of the aforementioned fees of 3% or more, the licensee is required to pay the understated amount, the out of pocket expenses (including accountants' and attorneys' fees) incurred by WPHL, and any other fees relating to the audit. * RENEWAL FEES. License agreements have a duration of 10 years. To continue a license at the end of this period for an additional 10 year term, licensees are required to pay a renewal fee equal to the greater of the original initial license fee paid, or 25% of the then-current initial license fee. 6

LICENSE SERVICES. WPHL provides the following services to WPHL teams: * TICKET SALES. The most significant stream of revenue for a team is derived from the generation of ticket sales. As a result, WPHL employs a staff with extensive ticket operations experience in the hockey industry to advise teams how to maximize ticket sales. WPHL develops and supplies each team with ticket operations manuals and on-site and league-wide office hiring/staff training and assists teams in implementing this training. * MARKETING. Name recognition and team promotion is essential to the development and success of WPHL's teams. WPHL assists each team with corporate sales and marketing, league licensing and merchandising, sponsorship recruitment and game night entertainment packages. WPHL provides marketing manuals, operational guideline handbooks, and design concepts for the creation of uniforms and team logos. * HOCKEY OPERATIONS. WPHL assists each team in the selection of skilled hockey players, as well as the retention and training of hockey coaches, trainers, and equipment managers. WPHL provides each team with a player personnel manual, which contains information collected from seven WPHL scouts, including player's evaluations and statistics from over twenty leagues throughout North America. WPHL hosts annual expansion drafts for new teams, collects and distributes information concerning hockey operations guidelines and regulations, and provides an officiating staff for all preseason, regular season, and playoff season games. WPHL hires, trains, schedules and supervises all facets of game officiating, including the employment of in excess of 50 full and part-time officials. WPHL also provides for a facilities manager advisory council, comprised of each team's facilities manager, to discuss issues of each team related to facilities management. * MEDIA. WPHL assists teams in developing public awareness through a variety of methods. WPHL coordinates all local and national press information, as it relates to the league; maintains an Internet website and assists teams in the development of their individual sites; develops schedules for all preseason, regular season, and playoff games; and responds to media and fan inquiries. We intend to further develop our media assistance to teams. * CONTRACTING AND NEGOTIATING. WPHL provides teams with services such as ice equipment supply, food and beverage service contracts and arena lease negotiations. WPHL also assists teams with United States immigration policies to the extent that such policies pertain to the retention of hockey players. * RULEMAKING AND ADMINISTRATIVE. WPHL personnel attend the preseason training camps of teams, during which time they meet with coaches and players to review rule changes, the established substance abuse policy and hockey-related issues. WPHL personnel also attend the All-Star game held in January and selected playoff games. WPHL also provides training programs for goal judges, timekeepers and other officials. * TRAINING AND CONFERENCES. WPHL provides the following training and conferences to licensees: * INITIAL TRAINING. WPHL's executive management team provides each newly established license with a 3 day initial training program. WPHL hosts the training seminars at their Tempe, Arizona headquarters for the team's chief operating officer and up to three managerial employees. The 15 hour training schedule includes topics such as ticketing and sales, marketing, promotions, public relations, player and personnel issues, and merchandising and licensing. WPHL does not incur any out-of-pocket expenses for the trainees in connection with the training program, as all transportation costs, living expenses and wages are the team's responsibility. * YEARLY CONFERENCES. WPHL conducts a yearly conference for all teams and their staffs. The conference highlights various issues relating to ticketing operations, marketing, corporate sales, merchandising, hockey operations, public relations and media services, human resources, and general license development. The conferences are an important factor in improving intra-league relations, as licensees are able to discuss hockey and business related issues with peer teams. The conferences include guest speakers, workshops on topics such as revenue generation through corporate sponsorship, marketing, and ticket sales. PLAYER AND PERSONNEL MATTERS. The quality and success of the players associated with each license are of significant importance to the continued viability of the League. The following is a list of the significant factors relating to the League's involvement with the players: * UNION. League players were not collectively represented by a players' union until March 2008, when players voted to institute the Professional Hockey Players Association (PHPA) into the league. Going forward, League players, like other comparable minor professional hockey leagues and the National Hockey League, will be represented by the PHPA. * RECRUITMENT. Teams recruit hockey players through a variety of means. Players predominantly come from the Canadian, American, and European junior leagues, other professional leagues, and the collegiate circuit. The League offers recruiting assistance to teams by providing a scouting network, whose members annually produce a compilation of scouting reports on players they have observed, which is distributed to team coaches to review. * SALARY AND PLAYER CAPS. The League salary cap for the 2007-2008 season per team was $10,000 per WEEK, However the cap for the 2008-2009 season has yet to be determined and will be negotiated with the PHPA. Players were guaranteed to be paid no less than $300 per week, with the prevailing wage earned by a player to be $300 per week. No player bonuses are provided outside of the salary cap. Additionally, no team may have more than 19 players on its payroll, excluding players on injured reserve. 7

JOINT OPERATING AGREEMENT Pursuant to a joint operating agreement dated July 2001, CHL Inc., which was the operator of the Central Hockey League, and WPHL, Inc., which was the operator of WPHL, agreed to operate the leagues jointly under the trade name "Central Hockey League." The joint operating agreement, as modified in June 2008, provides that operations are to be governed by an oversight board consisting of five members, two of whom are designated by CHL Inc., two of whom are designated by WPHL, Inc., and one of whom is designated jointly. Despite the agreement to operate the leagues jointly, each of WPHL, Inc. and CHL Inc. remain separate and distinct legal entities and maintain separate books and records, and are solely responsible for their own obligations. In addition, we own no interest in CHL Inc. Net income from hockey operations is defined under the joint operating agreement generally as revenues from assessment fees and corporate sponsorships less operating costs from hockey operations. Pursuant to the joint operating agreement, net income from hockey operations is allocated to WPHL, Inc. and CHL, Inc according to the percentage of teams originated by each league that operated during the year. If expenses exceed operating revenue in any given period, losses are allocated to WPHL, Inc. and CHL Inc. on a pro rata basis according to the percentage of teams originated by each league that operated during the year in which the loss occurs. Expansion fees, net of costs, generated from the grant of new licenses generally are allocated 50% to the league determined to have originated the team and 50% to operating revenue to be divided according to the allocation formula described above. The joint operating agreement also provides that ICC will have the sole and exclusive right to construct arena facilities for participation in the leagues during the term of the agreement. The joint operating agreement, as modified in June 2008, requires the leagues to operate jointly as the League through May 30, 2021. Under the terms of the modification, CHL Inc.'s purchase option has been eliminated and WPHL and CHL Inc. each now have a right of first refusal to purchase the other's interests if a bona-fide third party offer to purchase the entire interest is received. MULTIPURPOSE EVENTS CENTER DEVELOPMENT BUSINESS Our multipurpose events center development business is operated through our subsidiary entities, GPI and ICC, which develop, design and manage the construction of multipurpose sports and entertainment arenas. These arenas have an average seating capacity of 6,500 and are typically constructed in mid-market communities. GPI and ICC utilize a partnership approach with municipalities to provide a comprehensive set of services to manage all facets of the overall center construction process. For these services, service fees are charged and expenses are reimbursed in the performance of such duties. There are typically three distinct phases: * BUSINESS PLAN DEVELOPMENT - GPI project coordinators perform market research with outside consulting assistance, prepare an initial budget for operation of a facility, and present the data to the owner; * DESIGN - ICC project managers finalize conceptual drawings and renderings in order to bring the design to completion; and * CONSTRUCTION MANAGEMENT - ICC manages all phases of actual construction from ground breaking to delivery. As the municipality's partners, GPI and ICC: * Create a business model that forecasts realistic outcomes thereby facilitating the development of a properly structured financing plan; * Create working alliances between nationally recognized design professionals and architects; * Lead the design and construction process for building premier events facilities while maintaining sound cost controls; and * Focus on obtaining involvement from local engineers, contractors and subcontractors to form a solid development team that fosters local pride and enthusiasm. GPI and ICC have developed or managed or currently are developing or managing the following multipurpose arena projects: INDEPENDENCE, MISSOURI: GPI and ICC are currently managing the development of a multi-purpose events center for the City of Independence, Missouri. Encore will manage the building operations. GEMS will handle all sales and marketing services. GetTix will provide exclusive ticketing services for all events. The facility is slated to have approximately 5,800 fixed seats and an additional second ice surface that will provide a youth hockey and skating facility for the 8

community. The facility has a scheduled opening in late 2009 and will also be home to a League team that will serve as the primary tenant. ALLEN, TEXAS: GPI and ICC are currently performing project management services for the development of an events center in Allen, Texas. This facility is a 4,300 seat facility. The facility is scheduled to open in the fall of 2009. A League team will serve as the primary tenant. Encore will manage the facility; GetTix will provide ticketing services, and GEMS will provide sales and marketing services. WENATCHEE, WASHINGTON: ICC is currently managing construction of the Town Toyota Center located in Wenatchee, Washington. This facility is a 4,300 seat facility and is scheduled to open in the fall of 2008. Encore will manage the facility; GetTix will provide ticketing services, and GEMS will provide sales and marketing services. RIO RANCHO, NEW MEXICO: In fiscal year 2007, ICC completed development of the Santa Ana Star Center located in Rio Rancho, New Mexico. The events center is a 6,500 - 8,000 seat facility and serves as a major component of the City of Rio Rancho's new master planned downtown. The New Mexico Scorpions, a League team, serve as the major tenant. Encore manages the facility, GetTix provides ticketing services for all events at this facility, and GEMS provides sales and marketing services. PRESCOTT VALLEY, ARIZONA: In fiscal year 2007, ICC completed development of the Tim's Toyota Center located in Prescott Valley, Arizona. This facility is a 5,000 - 6,200 seat arena and is a major component of a 40 acre retail and entertainment district. A League hockey team, the Arizona Sundogs, serve as the major tenant. Encore manages the facility, GetTix provides ticketing services, and GEMS provides sales and marketing services. BROOMFIELD, COLORADO: In fiscal year 2007, ICC completed project management duties under a sub-contract with Icon Venue Group for the 6,000 seat Broomfield Event Center in Broomfield, Colorado. A League hockey team, the Rocky Mountain Rage, serves as the major tenant. YOUNGSTOWN, OHIO: In October 2005, ICC completed development of the Chevrolet Center located in Youngstown, Ohio. The Chevrolet Center is a 6,500 to 8,500-seat facility serving Youngstown, Ohio and surrounding communities. LARIMER COUNTY, COLORADO: In fiscal year 2004, ICC completed its duties as the project manager with respect to the development of the Larimer County Fairground and Events Center, located in Larimer County, Colorado. Eventually this complex will consist of 12 agricultural facilities that are anchored by the 6,000-seat multipurpose events center. Since opening, this event center has been home to the League team, the Colorado Eagles. HIDALGO, TEXAS: ICC oversaw the construction of a multipurpose event center in the City of Hidalgo, Texas. This facility opened in October 2003 and is home to the League team, Rio Grande Valley Killer Bees. GEMS provides sales and marketing services to the facility. FACILITY AND VENUE MANAGEMENT BUSINESS Our facility management business is operated through our subsidiary, Encore, which was formed as a single source management entity that provides a full complement of operational services. These services provide administrative oversight in the areas of facility/property management, event bookings, and food and beverage. Encore is currently involved with facility management of multipurpose events centers developed by GPI and ICC. Facility management operations are conducted under separate limited liability companies. MARKETING AND LICENSING BUSINESS Our marketing and licensing business is operated through our subsidiary, GEMS, which was formed for the purpose of promoting, marketing, and selling various revenue streams created by the development and operation of multipurpose arenas in mid-sized communities throughout the United States. GEMS contracts to sell a variety of services, including facility naming rights, facility sponsorship agreements, luxury suite sales, and club seat license sales. We believe that corporate sales and licensing will enable teams to keep ticket prices affordable and thereby increase their fan bases while simultaneously increasing total revenue. TICKETING BUSINESS We operate our ticketing business through our subsidiary GetTix, a full service ticketing company for events and venues throughout our markets. The ticketing business generates revenues through box office, outlet, call-center, and Internet sales. 9

GetTix is currently selling tickets primarily for venues located in the Central and Southern United States and plans to expand into additional venues. We anticipate that ticketing will comprise an increasingly important component of our revenues. OUR STRATEGY Our strategy for growth and profitability is to leverage our existing businesses and to capitalize on cross-revenue generation opportunities within the mid-sized communities we serve. Our wholly-owned subsidiaries operating in sports management, multipurpose events center and related real estate development, facility and venue management and marketing, and venue ticketing represent a "one-stop-shop" for all development and post development activities related to multipurpose event facilities. Each subsidiary has been structured to operate independently with third party customers as well as its sister companies, thereby allowing each subsidiary the ability to independently promote itself and the businesses of its sister companies. By way of example, GetTix may provide ticketing services for a multipurpose events center developed by GPI and ICC, managed by Encore, and maintain a ticketing relationship with an independent third party venue. In addition, Encore may manage an event center developed by GPI and ICC, but may also contract to manage an independent third party venue with a ticketing contract with GetTix. These forms of cross revenue generation occur throughout our various businesses and have been designed to increase revenues as each individual business expands. The key elements of our strategy are to: EXPAND THE LEAGUE. We believe that we can expand the League by targeting and specifically identifying mid-market communities that have a limited number of competing live entertainment options. In particular, we believe that the development of a multipurpose arena together with a League team offers many communities an opportunity to generate additional revenue streams for the community as well as additional jobs for its residents. LEVERAGE OUR ABILITY TO COMBINE MULTIPURPOSE EVENTS CENTER DESIGN, DEVELOPMENT, AND MANAGEMENT EXPERTISE WITH VARIOUS ENTERTAINMENT OPTIONS. We believe that our ability to combine our offerings for League teams and other entertainment options as anchor tenants with our design, development, and management expertise in multipurpose arenas provides us with a potential advantage compared to other entertainment options typically available in mid-sized communities. We believe this combination of expertise and experience offers these communities an opportunity to increase tax revenues, create additional job opportunities, and broaden the variety of entertainment options available to their citizens. LEVERAGE OUR BASE BUSINESS TO PROMOTE TICKETING SERVICES PROVIDED BY GETTIX. We believe that our existing business structure, with the design and management of multipurpose arenas will increase the opportunity to provide ticketing services. In addition, current strategic alliances with third party event organizations may provide additional revenue streams. DEVELOP COMMERCIAL AND RESIDENTIAL REAL ESTATE ADJACENT TO MULTIPURPOSE EVENTS CENTER DEVELOPMENT PROJECTS. We believe that the opportunity to develop available real estate adjacent to our multipurpose events center projects will contribute to increasing revenue and profitability while providing the mid-sized communities we serve with needed commercial and residential real estate growth. CAPITALIZE ON ORGANIC GROWTH OPPORTUNITIES. Internal growth and development will also continue to be pursued. We will continue to evaluate synergistic business opportunities that fit our current organizational structure and attempt to capitalize on those opportunities when practical. There can be no assurance that we will be successful in implementing our business strategies. Factors that could impede our ability to achieve our objectives include: our inability to secure contracts with cities or related governmental entities to design, develop, and manage new multipurpose facilities and adjacent real estate; our inability to secure new licensees willing and able to pay the license fees associated with a new license or to successfully operate a team; the inability to successfully add ticket services through GetTix, and our inability to generate sufficient cash flow or raise additional funds necessary to ensure adequate working capital for our intended operations. 10

COMPETITION We seek to compete in our core historical sports-related business activities by focusing primarily on mid-sized communities in the Central, Western and Southern regions of the United States, including Missouri, Texas, Colorado, Kansas, Georgia, Alabama, Louisiana, Mississippi, New Mexico, Oklahoma, Arizona, and Tennessee. Given the demographics of these communities, major professional sports licenses and other major entertainment providers typically do not play or perform in these communities. As a result, we believe there is significant demand for reasonably priced professional sporting events and other entertainment offerings that are not typically available to citizens of these communities. By establishing a League team in these mid-sized communities, and possibly facilitating the development, construction and operation of a multipurpose events center, we intend to provide reasonably priced professional sports and other entertainment options to these typically under-served markets, and create additional marketing and licensing business opportunities for our other business lines. MINOR PROFESSIONAL HOCKEY LEAGUE BUSINESS. The League principally competes as one of four minor professional hockey leagues in operation in the United States (AA and AAA). Head-to-head competition has not typically occurred between the existing leagues, as each league is located in a different geographic region of the United States. However, with recent expansion efforts, these boundaries are beginning to become less defined and leagues are encroaching upon each other's markets, creating heightened competition. The ECHL (formerly the East Coast Hockey League) operates predominantly along the Eastern and Western United States coasts. The American Hockey League is the true farm system for the National Hockey League (NHL) and operates across the continental United States without regional or geographical boundaries. The International Hockey League (formerly known as the United Hockey League) operates in the North Central United States. Finally, the League operates within the Central and Western regions of the United States. Because established licenses currently serve specific geographical areas, we foresee limited competition from other hockey leagues penetrating our existing markets. Competitors attempting to enter the market would encounter brand identity obstacles, over-saturated markets, and difficulties in obtaining venues available for play. We not only compete against other minor professional hockey leagues but also against entertainment of all different types and mediums. By way of example, we experience competition with alternative sports and entertainment venues located within our mid-size markets, such as bowling alleys, movie theaters, other sports events, concerts, diverse amusement facilities, and even television broadcasting. EVENT CENTER DEVELOPMENT AND CONSTRUCTION BUSINESS. GPI and ICC compete primarily against larger development and construction management firms, including International Facilities Groups, AEG and Global Spectrum. FACILITY AND VENUE MANAGEMENT AND MARKETING BUSINESS. Encore and GEMS compete with larger management firms including SMG and AEG as well as several other firms including Venueworks, Sports Facility Marketing Group, Global Spectrum and Front Row Marketing Services. TICKETING BUSINESS. GetTix competes primarily against large and established ticketing service firms, such as Ticketmaster, Tickets.com and Tickets West, as well as against venues and organizations that provide their own internal ticketing services. INTELLECTUAL PROPERTY We own trademarks for the following: Global Entertainment and Design, We Play Hockey Loud, Proud to be Loud, and Grades for Blades. There can be no assurance that our intellectual property rights will preclude competitors from designing competitive products, that the proprietary information or confidentiality agreements with our licensing partners and others will not be breached or infringed, that we would have adequate remedies for any breach or infringement, or that our trade secrets will not otherwise become known to or independently developed by competitors. Furthermore, although there are controls within the licensing agreements, there is no assurance that actions taken by others will not lead to a decrease in the value of our intellectual property. EMPLOYEES As of May 31, 2008, we had 65 full-time employees and 230 part-time employees. Management believes that the relationship with our employees is good. None of our employees are represented by a labor union. 11

WEBSITE ACCESS Our website address is www.globalentertainment2000.com. On our website we make available, free of charge, our code of ethics. The information on our website is not incorporated by reference into, and is not part of, this report. ITEM 1A. RISK FACTORS. The following risks and uncertainties could affect our future results of operations, financial condition and the market value of our common stock. WE MAY NOT BE ABLE TO TIMELY SECURE CONTRACTS WITH CITIES OR RELATED GOVERNMENTAL ENTITIES TO DESIGN, DEVELOP, AND MANAGE NEW MULTIPURPOSE FACILITIES AND ADJACENT REAL ESTATE, WHICH MAY NEGATIVELY IMPACT OUR RESULTS OF OPERATIONS. We depend on contracts with cities or related governmental entities to design, develop, and manage new multipurpose facilities and adjacent real estate. Typically we must expend 20-30 months of effort to obtain such contracts. We depend on these contracts for the revenue they generate and the facilities resulting from these contracts are potential facilities in which our licensees may operate. Failure to timely secure these contracts may negatively impact our results. WE MAY NOT BE ABLE TO SECURE NEW LICENSEES WILLING AND ABLE TO PAY INITIAL LICENSE FEES AND COMMENCE, AND SUSTAIN OPERATIONS, WHICH MAY MEAN WE CANNOT ACHIEVE THE CRITICAL NUMBER OF LICENSEES REQUIRED FOR PROFITABILITY. Purchasing a license requires significant capital and commencing operation is a significant expense which limits the pool of potential licensees We depend on a critical mass of licensees to capture the economies of scale inherent in the League's operations and to facilitate intra-league play. There can be no assurance that we will be able to attract qualified candidates for licenses. We anticipate that expansion of the League will be difficult because of the high capital costs of licenses, competitive pressures from sports leagues and entertainment providers both within and outside of the markets where we currently operate, and the lack of arenas for new licensees. The minor league hockey industry in which we conduct business is unproven and subject to significant competition from other sports and entertainment alternatives as well as both the National Hockey League and its minor league hockey system, the American Hockey League, and other independent minor hockey leagues. Even teams of the National Hockey League, which is the largest professional hockey league with the greatest attendance, have struggled to remain financially viable. A significant portion of our revenues result from payments made by licensees. There can be no assurance that licensees will not default under their license agreements. If the League is unable to attract new licensees, or if existing licensees are not able to make the continuing payments required by their license agreements, we may not be able to survive. There can be no assurance that any payments will be made by new or current licensees. IF OUR LICENSEE'S RELATIONSHIPS WITH PLAYERS WERE TO DETERIORATE, THE LICENSEES MAY BE FACED WITH LABOR DISRUPTIONS OR STOPPAGES, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The players in the League, employees of the licensees, will be represented by the Professional Hockey Players Association in the 2008-2009 seasons. A collective bargaining agreement has yet to be negotiated. The League and licensees may be regularly subject to grievances, arbitration proceedings and other claims concerning alleged past and current non-compliance with applicable labor law and collective bargaining agreements. These matters, if resolved in a manner unfavorable to us and our licensees, could have a material adverse effect on our business, financial condition and results of operations WE HAVE A HISTORY OF OPERATING LOSSES IN CERTAIN SUBSIDIARIES, WHICH MAKES IT DIFFICULT TO DETERMINE FUTURE RESULTS. Our history of losses in certain subsidiaries makes it difficult to assess our future results of operations and to determine if we will ultimately succeed or remain profitable. There are many events and factors that could materially and adversely affect us, over some of which we have limited or no control, including: * the inability to obtain capital at times and in amounts necessary to support our operations and intended growth; 12

* the inability to develop and expand our design, management and construction business; * the inability to attract and retain licensees for the minor professional hockey league we operate and manage; * the inability of minor professional hockey league licensees to attract and retain the interest of the public in the markets served by the licensees; * competition from other hockey leagues; * competition from alternative forms of sports and entertainment outside the hockey industry; and * the inability to develop and grow a customer base for our ticketing and facility management services. There can be no assurance that we will remain viable or that we will continue our operations for any length of time. WE INTEND TO EXPAND OUR BUSINESS AND MAY NOT SURVIVE IF THIS STRATEGY IS UNSUCCESSFUL. We intend to expand the number of professional minor league hockey licensees and increase the number of arenas we develop and manage. There can be no assurance that we will have available sources of funds or personnel necessary to achieve rapid or sustained growth or that we will succeed in identifying and securing desirable licensees and markets for expansion of the League or new facilities and business opportunities available to expand our business. Even if we are able to expand our business and operations, we may not be able to manage this growth successfully. Any successful growth will require us to continue to implement and improve our financial, accounting, and management information systems and to hire, train, motivate, and manage additional employees. A failure to manage growth effectively would have a material adverse effect on our business, financial condition, and results of operations, and on our ability to execute our business strategy successfully. WE COMPETE AGAINST OTHER PROFESSIONAL HOCKEY LEAGUES AS WELL AS A GROWING NUMBER OF OTHER ENTERTAINMENT ALTERNATIVES AND OUR FINANCIAL RESULTS DEPEND ON CONTINUED FAN SUPPORT. The League is currently one of four (4) minor professional hockey leagues in operation in the United States. Head-to-head competition has not typically occurred between the existing leagues, as each league has historically operated in a different geographic region of the United States. However, with recent expansion efforts of these leagues, the boundaries are beginning to become less defined and leagues are encroaching upon each other's markets, creating heightened competition. We not only compete against other minor professional hockey leagues but also against other professional sports and entertainment of all different types and mediums. For example, we compete with alternative entertainment venues located within our small to mid-size markets, such as bowling alleys, movie theatres, other sports events, and diverse amusement facilities. In addition, hockey is a relatively new and unfamiliar sport in many of the markets where the League operates. As a result, many of the League's teams have had difficulty building and maintaining a dedicated fan base. There can be no assurance that such teams will be able to maintain or increase their fan bases or, if the League expands, that its new teams will be able to build such a fan base. Our success depends on the League's ability to generate and sustain fan interest. Absent a substantial and dedicated fan base, Global Entertainment and the League may not be able to survive. We also experience significant competition in our arena management and ticketing businesses, primarily from much larger, better financed and more recognized companies. OUR CASH FLOW SEASONALITY MAY MAKE IT DIFFICULT FOR US TO MANAGE MEETING OUR OBLIGATIONS. A significant portion of our cash flow is generated from June 15 through September 15 each year. The seasonality of the League's revenues may make it difficult for us to meet current and future obligations that have payment dates or schedules that do not correspond to the seasonality of our cash flow. OUR EXPERIENCE IN THE ARENA DEVELOPMENT, CONSTRUCTION, FACILITY MANAGEMENT VENUE SALES AND MARKETING AND TICKETING INDUSTRIES MAY LIMIT OUR ABILITY TO SUCCEED. We acquired International Coliseums Company in November 2000. Prior to that time, we were engaged exclusively in the minor league hockey industry and had no prior experience in the development and construction of arenas. In January 2002 we formed Global Entertainment Marketing Systems to perform marketing and sales 13

activities related to multipurpose events facilities; we had no prior related experience. We began formal ticketing operations in September 2004 with no prior experience in the ticketing business. In September 2005 we began directly managing the operations of multipurpose events centers with no prior experience. Because of our recently acquired experience it is difficult to determine whether we will be able to successfully manage these businesses and compete in these industries. There are several engineering and consulting firms in direct competition with our arena development business. We also have several competitors in the facility management and ticketing businesses. Most of these competitors have substantially more financial resources and/or financial flexibility compared to Global. Furthermore, the engineering and design industry is undergoing consolidation, particularly in the United States. These competitive forces could have a material adverse effect on our ability to successfully operate and generate profits from our arena development business. IF THE MARKETS IN WHICH WE OPERATE EXPERIENCE AN ECONOMIC DOWNTURN, REVENUES ARE LIKELY TO DECLINE CAUSING OUR FINANCIAL CONDITION TO DETERIORATE. Our revenues are likely to be significantly and adversely affected if economic conditions in the mid-sized communities in which we operate deteriorate. In particular, our arena development clients are likely to cut costs and delay, curtail, or cancel projects in response to deterioration in economic conditions either locally or nationally. These clients also may demand better pricing terms during such periods. In addition, an economic downturn may impact the credit-worthiness of these clients and the ability to collect cash from them to meet the operating needs of our arena development business. Accordingly, if current economic conditions worsen, our revenues, profits, and operating cash are likely to be adversely impacted. WE DEPEND ON KEY INDIVIDUALS, THE LOSS OF WHICH COULD NEGATIVELY AFFECT OUR ONGOING OPERATIONS. Our business depends on its ability to maintain certain key individuals and to attract and retain additional qualified and competent personnel. The loss of the services of Richard Kozuback, the President of Global Entertainment and Chairman of WPHL, or other key officers and directors, could have a material adverse effect on Global Entertainment's ability to conduct its business effectively. In addition, the ability to attract, retain, and expand the staff of qualified technical professionals employed by International Coliseums Company will be an important factor in determining our future success. A shortage of professionals qualified in certain technical areas exists from time to time in the engineering and design industry. The market for these professionals is competitive, and we may not be successful in our efforts to continue to attract and retain such professionals. WE ARE SUBJECT TO FEDERAL AND STATE REGULATIONS REGARDING FRANCHISING AND THE FAILURE TO MAINTAIN COMPLIANCE WITH THESE LAWS COULD LIMIT OR PREVENT THE LEAGUE FROM OPERATING. We are subject to regulation by the Federal Trade Commission, or FTC, and state laws that regulate the offer and sale of franchises and business opportunity licenses, as well as state laws that regulate substantive aspects of the licensor/licensee relationship. The FTC's rules on franchising generally require us to furnish prospective franchisees a franchise offering circular containing information prescribed by the FTC rules, however, there are exceptions to this requirement based on the initial cost of a license and the licensee's financial condition. At least fifteen (15) states presently regulate the offer and sale of franchises and generally require registration of the franchise offering with state authorities. Our failure to comply with these rules could result in substantial penalties and damages, or suspension of part or all of the League's operations. OUR DEVELOPMENT AND MANAGEMENT OF PUBLIC VENUES MAY EXPOSE US TO LITIGATION. Our participation in the development, operation, and management of multipurpose sports and entertainment arenas attended by the public may expose us to additional exposure from litigation arising from the use of such facilities by the public. Although we maintain comprehensive general liability insurance to protect us against the risk of loss, there can be no assurance that we will not be a target in any potential litigation seeking substantial damages. We could be adversely impacted if we become involved in litigation. 14

WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT OUR GROWTH PLANS. We will require additional capital to continue to grow and possibly to survive. The arena development industry, in particular, is capital intensive and requires that we obtain additional working capital and additional funds to support our operations. Unless we can generate sufficient levels of cash from our operations, which we may not be able to achieve for the foreseeable future, we will continue to rely on equity financing and long-term debt to meet our cash requirements. There is no assurance that we will be able to maintain financing on acceptable terms or at all. Furthermore, insufficient capital may require us to delay or scale back anticipated future activities. In addition, if additional capital is raised through equity-related financing, it could result in dilution to the ownership interests of existing stockholders. OUR COMMON STOCK IS THINLY TRADED AND YOU MAY NOT BE ABLE TO SELL THE SECURITIES AT ALL OR WHEN YOU WANT TO DO SO. Our common stock currently is quoted on the American Stock Exchange and currently is thinly traded. Because of the limited public market for our common stock, you may be unable to sell our common stock when you want to do so. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. We lease 10,392 square feet of office space for our Tempe, Arizona headquarters pursuant to a lease with a sixty-six month initial term beginning in February 2008. This lease is renewable for an additional sixty-month period. We also lease 461 square feet of office space to support our ticketing operations in Austin, Texas on a month-to-month basis. ITEM 3. LEGAL PROCEEDINGS. As with all entertainment facilities there exists a degree of risk that the general public may be accidentally injured at one of the facilities we develop, design or manage. As of May 31, 2008, there were various claims outstanding in this regard that management does not believe will have a material effect on our financial condition or results of operations. To mitigate this risk, we maintain insurance coverage, which we believe effectively covers any reasonably foreseeable potential liability. There is no assurance, however, that our insurance coverage will adequately cover all liabilities to which we may be exposed. We are a plaintiff and a counter-defendant in a lawsuit involving a former licensee, Blue Line Hockey, LLC (Blue Line), which operates the Youngstown Steelhounds. This suit was filed in Maricopa County Superior Court of Arizona on November 7, 2006. Our claim is for approximately $115 thousand in unpaid license and assessment fees owed by Blue Line, plus our attorneys' fees. Blue Line's counterclaim alleges that WPHL fraudulently induced Blue Line's principal to enter the license agreement by failing to comply with franchise disclosure requirements, and that WPHL made fraudulent representations to induce Blue Line into signing the license agreement. Blue Line seeks rescission of the license agreement, reimbursement of its franchise fee, and reimbursement of travel expenses for the 2005-2006 season. Although the outcome of this matter cannot be predicted with certainty, we believe that we have both valid claims and valid defenses to the counterclaims. Thus, we intend to vigorously prosecute our claims and defend the counterclaims. No liability has been established at May 31, 2008, related to this matter. We were a defendant in a lawsuit filed by Nustadia Developments Inc. and PBK Architects. The suit arose out of certain contracts between us and the plaintiffs, pursuant to which we agreed to use architectural design and development management services of the plaintiffs with respect to certain arena development projects. The suit sought direct damages of $4.5 million and other unspecified damages for alleged breach of contract, tortious interference with business expectancy, and breach of implied covenant of good faith and fair dealing. This suit was filed in December 2005, in the Maricopa County Superior Court of Arizona. We settled the matter in the third quarter of fiscal year 2008 and are currently waiting for dismissal. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 15

PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES Our common stock trades on the American Stock Exchange (AMEX) under the symbol "GEE". As of August 13, 2008, there were approximately 700 record and beneficial owners of our common stock. On April 7, 2006, we completed a private placement of 1,079,000 shares of common stock, together with warrants to purchase an aggregate of 107,900 shares of common stock at an exercise price of $7.10 per share. On April 28, 2006, we filed a registration statement on Form S-3 (Commission File No. 333-133633) covering resales of the common stock issued in the private placement, which was subsequently amended on May 8, 2006. The registration statement went effective on June 23, 2006. The following schedule contains the high and low closing sales prices of our common stock, as reported by the AMEX. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. June 1, 2006 - September 1, 2006 - December 1, 2006 - March 1, 2007 - August 31, 2006 November 30, 2006 February 28, 2007 May 31, 2007 --------------- ----------------- ----------------- ------------ $5.40 - $6.90 $5.65 - $6.02 $4.77 - $5.65 $4.85 - $5.67 June 1, 2007 - September 1, 2007 - December 1, 2007 - March 1, 2008 - August 31, 2007 November 30, 2007 February 29, 2008 May 31, 2008 --------------- ----------------- ----------------- ------------ $4.64 - $4.98 $3.70 - $4.65 $1.18 - $3.70 $0.83 - $1.90 We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. In addition, our bank credit facility restricts our ability to pay dividends. Our current policy is to retain any earnings to finance operations and expand our business. As of May 31, 2008, there were warrants outstanding to purchase 275,760 shares of our common stock, in addition to the number of securities to be issued upon exercise of outstanding options, warrants and rights, as described below. The following schedule contains information related to the Global Entertainment Corporation 2000 Long-Term Incentive Plan and the 2007 Long-Term Incentive Plan, as of May 31, 2008: <TABLE> <CAPTION> Number of securities remaining available for Number of securities future issuance under to be issued upon Weighted-average equity compensation exercise of exercise price of plans (excluding outstanding options, outstanding options, securities reflected in Plan Category warrants and rights warrants and rights column (a)) ------------- ------------------- ------------------- ----------- (a) (b) (c) <S> <C> <C> <C> Equity compensation plans approved by security holders 666,517 $ 5.49 493,892 (1) Equity compensation plans not approved by security holders -- -- -- ------- ------ ------- Total 666,517 $ 5.49 493,892 ======= ====== ======= </TABLE> ---------- (1) The number of securities remaining available for future issuance includes 286,500 securities included under the 2007 Long-Term Incentive Plan, adopted during fiscal year 2007. This plan authorizes the Board of Directors to grant restricted stock awards to selected officers, employees, outside consultants and directors for up to an aggregate of 320,000 shares of common stock. As of May 31, 2008, we had issued 33,500 shares of restricted stock under this plan. ITEM 6. SELECTED FINANCIAL DATA. Not applicable. 16

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following is management's discussion and analysis of certain significant factors affecting our financial condition, changes in financial condition, and results of operations during the last two fiscal years. CRITICAL ACCOUNTING POLICIES AND ESTIMATES This management's discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Actual results may differ from these estimates. Management believes that the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. REVENUE RECOGNITION * License Fees: License fees include initial acquisition fees, transfer fees and annual assessments. Initial license fees represent amounts received from licensees to acquire a hockey license. Transfer license fees represent the amounts received upon transfer of ownership of an existing license. We recognize initial fees and transfer fees when we have met all of our significant obligations under the terms of the license agreement. Each arrangement is unique, however, under the standard license agreement, we are generally responsible for assisting the licensee with facility lease contract negotiations (if a lease has not yet been secured), venue ticketing analysis and pricing, concessionaire negotiations and staffing advisements. These generally occur at, or before, the time the licensee acquires a license. Pursuant to the terms of the joint operating agreement each team in the League pays annual assessment fees of $75 thousand, plus $15 thousand per annum for officiating costs. In addition, the teams from WPHL pay an extra $10 thousand annually to cover our costs. The fees are recognized ratably over the year in proportion to the expenses expected to be incurred. * Advertising Sales Commissions: GEMS sells certain contractual rights including facility naming rights, luxury suite sales, club seat license sales, and facility sponsorship agreements. The revenue from these contracts is recognized when earned in accordance with the contract. * Project Management Fees: ICC receives design/build and construction-project supervisory contract revenue from various municipalities in connection with the construction of municipal venues. This revenue is recognized ratably over the duration of the contracts. Project management fees also include amounts billed relating to furniture, fixtures and equipment, architectural fees, and other amounts incurred on behalf of municipalities. The related revenue and expense for these amounts are recognized in the period incurred. Revenues and costs from fixed-price and modified fixed-price construction contracts are recognized for each contract on the percentage-of-completion method, measured by the percentage of costs incurred to date to the estimated total direct costs. As contracts can extend over one or more accounting periods, revisions in costs and earnings estimated during the course of the work are reflected during the accounting period in which the facts that required such revision become known. Project management revenues are recorded based on the gross amounts billed to a customer in accordance with EITF 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent". * Project Development Fees: GPI targets mid-sized communities across the United States providing services related to the development of multipurpose events centers and surrounding multi-use real estate development. Project development fees are recognized according to specific contract terms; typically 50% upon signing of a development contract and 50% upon construction groundbreaking. * Facility Management Fees: Encore earns fees for managing the operations of various municipal venues. These activities include developing operating procedures and manuals, hiring all staff, 17

supporting sales and marketing, location maintenance, concessions coordination, preparing annual budgets, and securing and promoting events. Revenues from facility management services are recognized as services are rendered and consist of contract fees, which reflect the total price of such services. The payroll costs related to employees working at the facilities are included in cost of revenues. * Ticket Service Fees: GetTix is a ticketing agent with various venues, theatres, event centers, and private entities requiring services to fulfill orders to ticketed events. Revenues are generated from the fees charged for processing ticket orders. These revenues are recognized upon completion of the sale. Ticketing revenues are recorded based on the net fees retained by GetTix in accordance with EITF 99-19. ALLOWANCE FOR DOUBTFUL ACCOUNTS. We provide for potential uncollectible trade and miscellaneous receivables based on specific credit information and historical collection experience. If market conditions decline, actual collection experience may not meet expectations and may result in increased delinquencies. IMPAIRMENT OF GOODWILL. Our goodwill assets totaled $519 thousand as of May 31, 2008 and relate to costs in excess of identifiable assets in the acquisition of ICC. Goodwill is tested for impairment at least annually. For goodwill, we first compare the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds the fair value of a reporting unit, additional tests would be used to measure the amount of impairment loss, if any. We use a present value technique to measure reporting unit fair value. If the carrying amount of any other intangible asset exceeds its fair value, we would recognize an impairment loss for the difference between fair value and the carrying amount. If events occur and circumstances change, causing the fair value of a reporting unit to fall below its carrying amount, impairment losses may be recognized in the future. ARENA GUARANTEES: We have entered into various contracts with facilities which guarantee certain economic performance standards. In the event these economic performance standards are not reached, we are liable for the difference between the actual performance and the guaranteed performance. It is often not possible to estimate a potential liability under these guarantees because of the conditional nature of our obligations and the unique facts and circumstances involved in each agreement. If economic conditions, or other facts and circumstances were to change, this could cause an increase in our potential liability and a charge to earnings. DEFERRED TAX ASSET. We account for deferred income taxes under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or income tax returns. We record a valuation allowance to reduce deferred income tax assets to an amount that represents management's best estimate of the amount of such deferred income tax asset that more likely than not will be realized. The ultimate realization of the deferred tax asset is dependent upon the utilization of net operating loss carry-forwards, as well as existing corporate income tax rates. Changes in these facts and circumstances could affect the carrying value of the deferred tax asset. JOINT OPERATING AGREEMENT. We have entered into a joint operating agreement with CHL Inc. Under the terms of the joint operating agreement, WPHL will handle all operating functions of the combined league, with the profit or loss from league operations being split between WPHL, Inc. and CHL Inc. based upon the number of teams from the respective leagues. The allocation of expenses and division of profits involves some degree of estimation. Changes in these estimates could affect the allocation of profit or loss under the terms of the joint operating agreement. PERCENTAGE OF COMPLETION. The complexity of the estimation process and all issues related to the assumptions, risks and uncertainties inherent with the application of the percentage-of-completion method of accounting affects the amounts reported in our consolidated financial statements. A number of internal and external factors affect our percentage-of-completion estimates, including labor rate, estimated future material prices and customer specification changes. If our business conditions were different, or if we used different assumptions in the application of this accounting policy, materially different amounts could be reported in our consolidated financial statements. YEAR ENDED MAY 31, 2008 COMPARED TO YEAR ENDED MAY 31, 2007 During fiscal year 2008 we decided to divest of Cragar. As a result, the operations of Cragar have been classified as loss from discontinued operations in the consolidated statements of operations for all periods presented. Revenues and operating costs in the consolidated statements of operations now exclude all accounts of Cragar. 18

REVENUES (in thousands): <TABLE> <CAPTION> Year Ended ------------------------------------------ May 31, % of May 31, % of 2008 Revenue 2007 Revenue Change % Change ---- ------- ---- ------- ------ -------- <S> <C> <C> <C> <C> <C> <C> Project management fees $ 913 7.3 $13,871 53.7 $(12,958) (93.4) Facility management fees 3,279 26.4 4,452 17.3 (1,173) (26.3) License fees 2,430 19.5 2,341 9.1 89 3.8 Ticket service fees 4,143 33.3 4,106 15.9 37 0.9 Project development fees 769 6.2 100 0.4 669 NM Advertising sales commissions 767 6.2 918 3.6 (151) (16.4) Other revenue 136 1.1 24 0.1 112 NM ------- ----- ------- ----- -------- ----- Gross Revenues $12,437 100.0 $25,812 100.0 $(13,375) (51.8) ======= ===== ======= ===== ======== ===== </TABLE> Total revenues decreased $13.4 million, or 51.8%, to $12.4 million for fiscal year 2008, from $25.8 million in fiscal year 2007. This decrease was the result of ICC project management revenues which decreased $13.0 million, to $0.9 million in fiscal year 2008, from $13.9 million in fiscal year 2007. This decrease resulted as ICC construction management projects were in the completion stages in fiscal 2007, creating significant revenues from procurement of furniture, fixtures, and equipment on behalf of project owners. The related revenue and expense for these amounts are recognized in the period incurred. Facility management fees decreased $1.2 million, or 26.3%, to $3.3 million for fiscal year 2008 from $4.5 million in fiscal year 2007. This decrease occurred primarily as a result of cancellation of the management contract with the Chevrolet Center in Youngstown, Ohio. Encore's current facility management contracts include the Santa Ana Star Center in Rio Rancho, New Mexico, and Tim's Toyota Center in Prescott Valley, Arizona, and preopening management fees for Wenatchee, Washington. Encore principally manages employees under each of its current facility management contracts and, therefore, payroll costs for such employees are recognized by Encore as revenue and are also included in cost of revenues. License fees increased $0.1 million, or 3.8%, to $2.4 million for fiscal year 2008 from $2.3 million for fiscal year 2007. Ticket service fees were relatively unchanged at $4.1 million for fiscal year 2008 and the comparable prior year period. Project development fees were $0.8 million in fiscal year 2008, compared to $0.1 million in the prior year. GPI signed project development agreements with the City of Allen, Texas and the City of Independence, Missouri in fiscal year 2008, and received other development fees. With the signing of the agreements with the City of Allen and the City of Independence we recognized $0.5 million, or approximately 50% of our contractual development fees. The agreements are expected to yield GPI additional project management fees of $0.5 million in the first half of fiscal 2009. Advertising sales commission decreased $0.2 million, or 16.4%, to $0.8 million in fiscal year 2008, compared to $0.9 million in the prior year. This decrease occurred primarily as a result of cancellation of the GEMS contract with the Chevrolet Center in Youngstown, Ohio. GEMS revenue for services in Wenatchee, Washington began late in fiscal year 2008, but is not yet at a level comparable to those from services in Youngstown, Ohio. 19

OPERATING COSTS (in thousands): <TABLE> <CAPTION> Year Ended ------------------------------------------ May 31, % of May 31, % of 2008 Revenue 2007 Revenue Change % Change ---- ------- ---- ------- ------ -------- <S> <C> <C> <C> <C> <C> <C> Cost of revenues $ 6,759 54.4 $20,179 78.2 $(13,420) (66.5) General and administrative costs 8,443 67.9 8,695 33.7 (252) (2.9) ------- ----- ------- ----- -------- ----- Total Operating Costs $15,202 122.2 $28,874 111.9 $(13,672) (47.4) ======= ===== ======= ===== ======== ===== </TABLE> Total operating costs decreased by $13.7 million, or 47.4%, to $15.2 million for fiscal year 2008 from $28.9 million in the prior fiscal year. Cost of revenues decreased by $13.4 million, or 66.5%, to $6.8 million for fiscal year 2008, from $20.2 million for fiscal year 2007. This decrease resulted primarily because 1) ICC construction management projects were in the final stages during the prior fiscal year, which generated costs associated with the purchase and sale of furniture, fixtures, and equipment on behalf of project owners, and 2) facility management payroll associated with the facility in Youngstown, Ohio, decreased due to cancellation of the management agreement. General and administrative expenses decreased $0.3 million, or 2.9%, to $8.4 million for fiscal year 2008 from $8.7 million for fiscal year 2007. Fiscal year 2008 includes approximately $0.8 million in costs associated with litigation and settlements and $0.2 million in severance. Fiscal year 2007 included $1.6 million in costs associated with litigation and settlements and $0.3 million minority interest income. LOSS FROM CONTINUING OPERATIONS (in thousands): <TABLE> <CAPTION> Year Ended ------------------------------------------ May 31, % of May 31, % of 2008 Revenue 2007 Revenue Change % Change ---- ------- ---- ------- ------ -------- <S> <C> <C> <C> <C> <C> <C> Loss from Continuing Operations $(2,924) (23.5) $(2,601) (10.1) $(323) 12.4 ======= ===== ======= ===== ===== ==== </TABLE> Loss from continuing operations was $2.9 million for fiscal year 2008, compared to net loss of $2.6 million for the fiscal year 2007. Fiscal year 2008 includes approximately $0.8 million in costs associated with litigation and settlements, $0.3 million loss on our investment in PVEC LLC, and $0.2 million in severance. Fiscal year 2007 included $1.6 million in costs associated with litigation and settlements. LIQUIDITY AND CAPITAL RESOURCES As of May 31, 2008, we have $0.4 million in cash and cash equivalents, including cash collected for GetTix tickets of approximately $0.3 million for events scheduled to occur in the future. Cash used by operating activities for fiscal 2008 was $2.9 million compared to cash used by operating activities of $0.9 million in the prior fiscal year. This increase in cash used by operations is attributable primarily to: * a reduction in trade accounts payable and accrued liabilities of $1.7 million, in part because we funded, in fiscal 2008, legal and settlement reserves of $0.7 million existing at May 31, 2007; * an increase in unbilled earnings on the Wenatchee project of $0.8 million; and * an offset by a reduction in accounts receivable of $1.8 million. A $0.4 million source of operating capital during fiscal year 2008 was League license transfer fees. Since League license transfer fees are not regularly recurring and are difficult to predict, there is no assurance that we will be able to increase or sustain our operating capital through these or other sources. Cash used in investing activities totaled $27.9 million for fiscal year 2008, compared to cash used in investing activities of $0.3 million in the prior fiscal year. Of this increase, $27.7 million relates to construction of the events center in Wenatchee, Washington. The construction costs are being funded primarily with a construction loan with Marshall Financial Group, LLC, as reflected as a source of funds in the financing section. 20

Cash provided by financing activities totaled $27.0 million for fiscal year 2008, primarily related to funds received from the construction loan with Marshall Financial Group, LLC. On August 1, 2008, we closed a transaction under which we sold substantially all of the assets of Cragar. The assets consisted primarily of intangible property, including trademarks, service marks and domain names. The purchase price was approximately $1.9 million in cash. Of the proceeds, $0.1 million was used for transaction-related costs and, as discussed in greater detail below, $1.25 million of the cash received has been set aside in a restricted account as security for a letter of credit. The remainder of the funds was available for working capital and general corporate purposes. In August 2007, we entered into an agreement with Marshall Financial Group, LLC (Marshall) to borrow up to $52.0 million for the construction of a multi-purpose events center in Wenatchee, Washington. The outstanding principal balance of the note bears interest at a rate of prime plus 0.25% (5.25% at May 31, 2008). The note is payable in its entirety in August 2009. The Greater Wenatchee Regional Events Center Public Facilities District (PFD) has exercised its option to buy the events center upon completion of construction, scheduled in October 2008. When this sale is completed, we will be required to pay the construction loan in full. Consequently, as of May 31, 2008, the $26.9 million outstanding balance on the construction loan is classified as short-term notes payable in the consolidated balance sheet. Financial covenants of the Marshall note require that we maintain a level of stockholders' equity of not less than $8.0 million and unrestricted cash, cash equivalents, time deposits and marketable securities of not less than $3.5 million. As of May 31, 2008, we were not in compliance with these financial covenants. Interest on the Marshall note accumulates monthly and increases both notes payable and investment in Wenatchee project in the consolidated balance sheet. As of May 31, 2008, $1.1 million of our initial investment in the project was included in investment in Wenatchee project; as we did not finance this initial investment with the loan. We expect to finance future investments in the project with the loan. Expenditures on the project are generally incurred in one month and financed with the loan in the following month, when a draw request is submitted Marshall. We have a $1.75 million line of credit that matures on November 1, 2008, and bears interest at a rate of prime plus 2% (7.0% at May 31, 2008). As of May 31, 2008, and through the date of this filing, we have received no cash advances on this credit facility. Effective June 2008, we are required to deposit cash in the amount of any requested cash advances. At May 31, 2008, and as of the date of this filing, we had a maximum borrowing capacity of $0.5 million, as a result of a $1.25 million letter of credit in favor of Marshall, which reduced our available line of credit. We deposited $1.25 million of the proceeds from the disposition of Cragar with the bank in August 2008, as security for the letter of credit. These funds are restricted, and unavailable to us, as long as the letter of credit is outstanding. The letter of credit currently expires in August 2009; however we expect the letter of credit to be surrendered by Marshall in October 2008 when we intend to repay our construction loan with proceeds from the sale of the events center in Wenatchee, Washington. The PFD intends to issue bonds to finance its purchase of the facility. The success of the bond issuance cannot be guaranteed. The credit facility has been secured by substantially all of our tangible and intangible assets. In order to borrow, we must meet certain financial covenants, including maintaining a minimum current ratio (current assets compared to current liabilities) of 1.05 as of the end of each fiscal quarter, a minimum consolidated tangible net worth of $5 million as of the date of the amendment, August 21, 2006, and an increase in tangible net worth of at least 75% of consolidated net income plus 100% of all increases of equity (including the amount of any stock offering or issuance) on each anniversary date of May 31 thereafter until maturity. We must maintain a zero balance for a consecutive 30 day period during the term of the facility. As of May 31, 2008, we were not in compliance with the tangible net worth covenant; however, the bank has waived this covenant violation. We continue to evaluate the profitability of, and synergies among, our various subsidiaries and may determine to dispose of one or more of them, as we move forward with our business plan. Based on our current forecast and historical results, we expect to have adequate cash flow from available sources to fund our operating needs through May 31, 2009. We expect cash and cash flow will be low in the first quarter of fiscal 2009, and remain low until the sale of the Wenatchee events center in October 2008. We do not expect to borrow under the letter of credit, since any advances will require us to deposit cash in the amount of the requested advance. If we continue to not maintain compliance with covenants, our business or profitability deteriorates or we incur unexpected expenses or asset impairments, it could have a material adverse effect on our liquidity and financial resources. We may be required to refinance all or part 21

of our existing debt. We cannot guarantee that we would be able to do so on terms acceptable to us, if at all. ECONOMIC FACTORS AND SEASONALITY General economic factors, which are largely out of our control, may have a materially adverse effect on our results of operations. Economic conditions may adversely affect our customers' ability to pay for our services or interest in our services. Economic conditions, particularly high gasoline prices, may also have an adverse impact on arena operations, if customers of the arenas purchase fewer tickets to arena events or decide not to renew season tickets or other contracts. We experience significant seasonality in our cash flows from assessment fees, and must budget our cash flow accordingly. Approximately 75% of annual league assessment fees are received prior to the start of the League hockey season in October of each year. INFLATION We do not believe that inflation has been a material factor in our prior operations, nor do we anticipate that general price inflation will have a significant impact on our operations in the near future. NEW ACCOUNTING PRONOUNCEMENTS In June 2006, the FASB issued FASB Interpretation No. 48 (FIN No. 48), "An Interpretation of FASB Statement No. 109," which clarifies the accounting for uncertainty in income taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 reflects the benefit recognition approach, where a tax benefit is recognized when it is more likely than not to be sustained based on the technical merits of the position. We adopted FIN No. 48 on June 1, 2007, and there was no material effect on our financial position or results of operations. In September 2006, the Financial Accounting Standard Board issued a Statement of Financial Accounting Standard No. 157 (SFAS 157), "Fair Value Measurements". The statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement is effective for our fiscal year beginning June 1, 2008, and interim periods within that fiscal year. The adoption of SFAS 157 is not expected to have a material effect on our financial position or results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This statement permits entities to choose to measure many financial instruments and certain other items at fair value. An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is effective for our fiscal year beginning June 1, 2008. We do not expect SFAS No. 159 will have a material effect on our financial position or results of operations. In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51". This statement establishes accounting and reporting standards for noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. The statement also provides consolidated income statement presentation guidance and expanded disclosures. This statement is effective for our fiscal year beginning June 1, 2008. We have not yet evaluated the effect SFAS No. 160 will have on our financial position or results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. 22

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Global Entertainment Corporation and Subsidiaries Phoenix, Arizona We have audited the accompanying consolidated balance sheets of Global Entertainment Corporation and subsidiaries as of May 31, 2008 and 2007, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Global Entertainment Corporation and subsidiaries at May 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. /s/ Semple, Marchal & Cooper, LLP ----------------------------------------- Phoenix, Arizona August 27, 2008 23

GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS May 31, 2008 and 2007 (in thousands, except share and per share amounts) <TABLE> <CAPTION> 2008 2007 -------- -------- <S> <C> <C> ASSETS CURRENT ASSETS: Cash and cash equivalents $ 443 $ 4,252 Accounts receivable, net of $2 and $557 allowance at May 31, 2008 and 2007 1,111 3,420 Prepaid expenses and other assets 239 706 Income taxes receivable -- 63 Deferred income tax asset -- 14 Investment in Wenatchee project 34,473 -- Assets to be disposed 2,167 302 -------- -------- TOTAL CURRENT ASSETS 38,433 8,757 Property and equipment, net 266 149 Goodwill 519 519 Other assets 108 81 Minority interests 38 -- Assets to be disposed -- 2,800 -------- -------- TOTAL ASSETS $ 39,364 $ 12,306 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7,718 $ 3,123 Accrued liabilities 750 1,605 Deferred revenues 24 240 Notes payable - current portion 27,220 -- Liabilities related to assets to be disposed 233 318 -------- -------- TOTAL CURRENT LIABILITIES 35,945 5,286 Deferred income tax liability 117 66 Notes payable - long-term portion 180 -- -------- -------- TOTAL LIABILITIES 36,242 5,352 -------- -------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock - $.001 par value; 10,000,000 shares authorized; no shares issued or outstanding -- -- Common stock - $.001 par value; 50,000,000 shares authorized; 6,625,114 and 6,508,173 shares issued and outstanding as of May 31, 2008 and 2007 7 7 Paid-in capital 10,930 10,731 Retained deficit (7,815) (3,784) -------- -------- TOTAL STOCKHOLDERS' EQUITY 3,122 6,954 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 39,364 $ 12,306 ======== ======== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. 24

GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended May 31, 2008 and 2007 (in thousands, except share and per share amounts) <TABLE> <CAPTION> 2008 2007 ---------- ---------- <S> <C> <C> REVENUES: Project management fees $ 913 $ 13,871 Facility management fees 3,279 4,452 License fees 2,430 2,341 Ticket service fees 4,143 4,106 Project development fees 769 100 Advertising sales commissions 767 918 Other revenue 136 24 ---------- ---------- TOTAL REVENUES 12,437 25,812 ---------- ---------- OPERATING COSTS: Cost of revenues 6,759 20,179 General and administrative costs 8,443 8,695 ---------- ---------- TOTAL OPERATING COSTS 15,202 28,874 ---------- ---------- INCOME (LOSS) FROM OPERATIONS (2,765) (3,062) OTHER INCOME (EXPENSE): Interest income 94 247 Interest expense (40) (12) Minority interests 38 304 Loss on investment in PVEC, LLC (251) -- Impairment of non-marketable securities -- (78) ---------- ---------- TOTAL OTHER INCOME (EXPENSE) (159) 461 ---------- ---------- LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (2,924) (2,601) INCOME TAX BENEFIT 105 -- ---------- ---------- LOSS FROM CONTINUING OPERATIONS (2,819) (2,601) LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES (1,212) (1,524) ---------- ---------- NET LOSS $ (4,031) $ (4,125) ========== ========== LOSS PER SHARE: Basic- Loss from continuing operations $ (0.43) $ (0.40) Loss from discontinued operations (0.19) (0.23) ---------- ---------- Net loss $ (0.62) $ (0.63) ========== ========== Diluted- Loss from continuing operations $ (0.43) $ (0.40) Loss from discontinued operations (0.19) (0.23) ---------- ---------- Net loss $ (0.62) $ (0.63) ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 6,545,292 6,502,736 ========== ========== Diluted 6,545,292 6,502,736 ========== ========== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. 25

GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Years Ended May 31, 2008 and 2007 (in thousands, except share amounts) <TABLE> <CAPTION> Common Stock Retained ---------------------- Paid-in Earnings Shares Amount Capital (Deficit) Total ------ ------ ------- --------- ----- <S> <C> <C> <C> <C> <C> BALANCE AT MAY 31, 2006 6,487,492 $ 7 $ 10,666 $ 341 $ 11,014 Exercise of options 10,681 -- 9 -- 9 Issuance of restricted stock 10,000 -- 56 -- 56 Net loss for the fiscal year ended May 31, 2007 -- -- -- (4,125) (4,125) --------- ------ -------- -------- -------- BALANCE AT MAY 31, 2007 6,508,173 7 10,731 (3,784) 6,954 Exercise of options 13,941 -- -- -- -- Issuance of restricted stock 3,000 -- 36 -- 36 Issuance of stock 100,000 -- 163 -- 163 Net loss for the fiscal year ended May 31, 2008 -- -- -- (4,031) (4,031) --------- ------ -------- -------- -------- BALANCE AT MAY 31, 2008 6,625,114 $ 7 $ 10,930 $ (7,815) $ 3,122 ========= ====== ======== ======== ======== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. 26

GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended May 31, 2008 and 2007 (in thousands) <TABLE> <CAPTION> 2008 2007 -------- -------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (4,031) $ (4,125) Adjustments to reconcile net loss to net cash used in operating activities- Depreciation 142 130 Deferred income taxes 65 -- Unbilled earnings on Wenatchee project (766) (378) Provision for doubtful accounts 121 522 Loss on investment in PVEC, LLC 251 -- Issuance of stock to vendors 163 24 Other non-cash items (2) 78 Discontinued operations and related impairment charges 828 1,003 Changes in assets and liabilities, net of businesses acquired and disposed- Accounts receivable 1,810 3,114 Prepaid expenses and other assets 431 (295) Income taxes receivable 63 -- Accounts payable (877) (10) Accrued liabilities (855) (47) Deferred revenues (216) (960) -------- -------- Net cash used in operating activities (2,873) (944) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (250) (86) Investment in Wenatchee construction project (27,704) -- Discontinued operations 22 (76) Other investing activities -- (89) -------- -------- Net cash used in investing activites (27,932) (251) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Notes payable proceeds 27,204 -- Notes payable payments (208) -- Other financing activities -- 9 -------- -------- Net cash provided by financing activities 26,996 9 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (3,809) (1,186) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 4,252 5,438 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 443 $ 4,252 ======== ======== SUPPLEMENTAL DISCLOSURES: Interest paid $ 36 $ 14 ======== ======== Income taxes paid (received) $ (135) $ -- ======== ======== </TABLE> The accompanying notes are an integral part of the consolidated financial statements. 27

GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS, AND USE OF ESTIMATES -------------------------------------------------------------------------------- DESCRIPTION OF THE COMPANY Global Entertainment Corporation (referred to in this annual report as "we," "us," "Global,", "Company" or "GEC") is an integrated event and entertainment company that is engaged, through its wholly owned subsidiaries, in sports management, multipurpose events center and related real estate development, facility and venue management and marketing, and venue ticketing. We are primarily focused on projects located in mid-size communities in the United States. Our current operating subsidiaries are Western Professional Hockey League, Inc., Global Properties I, International Coliseums Company, Inc., Global Entertainment Marketing Systems, Inc., Global Entertainment Ticketing, and Encore Facility Management. We, through our wholly owned subsidiary, Western Professional Hockey League, Inc., are the operator of the Western Professional Hockey League (WPHL), a minor league professional hockey organization, and are the licensor of the independently owned hockey teams which participate in the league. WPHL has entered into a joint operating agreement with the Central Hockey League, Inc. (CHL Inc.). The effect of the joint operating agreement is that the two leagues had their respective teams join together and operate under the Central Hockey League name (as the League). The terms of the joint operating agreement define how the League will operate. The League is a structured licensed sports league, which includes competing teams located in states, including Texas, Colorado, Kansas, Louisiana, Mississippi, New Mexico, Oklahoma, and Arizona. There were 17 teams in the 2007-08 season and 18 teams in the 2006-07 season. In the 2007-2008 season 13 teams were licensed by WPHL and in the 2006-2007 season 14 teams were licensed by WPHL. In each season, 4 teams, each of which was an original CHL, Inc. team, continue to operate under a sanction agreement that requires direct payments to the League pursuant to the terms and conditions of the original CHL, Inc. agreements. During the year ended May 31, 2007, we began operations of Global Properties I (GPI) which provides services in targeted mid-sized communities across the United States related to the development of multipurpose events centers and surrounding multi-use real estate development. GPI, along with International Coliseums Company, Inc. (ICC), develops multipurpose events centers in mid-market communities. ICC's development of multipurpose events centers promotes the development of the League by assisting potential licensees in securing quality venues in which to play minor professional hockey league games. The inter-relationship between GPI, ICC and WPHL is a key factor in the viability of a managed multipurpose entertainment facility. Global Entertainment Marketing Systems, Inc. (GEMS), promotes, markets, and sells various services related to multipurpose entertainment facilities, including all contractually obligated income (COI) sources such as facility naming rights, luxury suite sales, club seat license sales, and facility sponsorship agreements. Global Entertainment Ticketing (GetTix) provides ticketing services for the multipurpose event centers developed by GPI and ICC, existing League licensees, and various other entertainment venues, theaters, concert halls, and other facilities and event coordinators. GetTix provides a full ticketing solution by way of box office, phone, internet and print-at-home service that utilizes distribution outlets in each market. GetTix uses third-party, state-of-the-art software to deliver ticketing capabilities that include database flexibility, easy season and group options, financial reporting and marketing resources. In February 2006, we formed Encore Facility Management (Encore), a single source management entity that provides a full complement of multipurpose events center operational services. These services provide administrative oversight in the areas of facility/property management and finance, event bookings, and food and beverage. Encore is currently involved with facility management of a multipurpose events centers developed by GPI and ICC. Facility management operations are conducted under separate limited liability companies. 28

On August 1, 2008, we closed a transaction pursuant to which we sold substantially all of the assets of our subsidiary Cragar Industries, Inc. (Cragar), a licensor of an automotive aftermarket wheel trademark and brand - CRAGAR(R). The assets consisted primarily of intangible property, including trademarks, service marks and domain names. The purchase price was approximately $1.9 million in cash. Of the cash proceeds, $0.1 million was used for transaction-related costs and $1.25 million has been set aside in a restricted account as security for a letter of credit. The remainder of the funds was made available for working capital and general corporate purposes. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of Global Entertainment Corporation and its wholly owned subsidiaries, WPHL, GPI, ICC, GEMS, Encore, GetTix and Cragar, as well as the limited liability companies formed for facility management. Intercompany balances and transactions have been eliminated in consolidation. DISCONTINUED OPERATIONS During fiscal year 2008 we decided to divest of Cragar. As a result, the operations of Cragar have been classified as loss from discontinued operations in the consolidated statements of operations for all periods presented. RECLASSIFICATIONS Certain balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS We consider all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents. ACCOUNTS RECEIVABLE Accounts receivable represent amounts due from municipalities for services in relation to construction and project management; license fees due and receivables from merchant banks for credit card ticket sales, and other receivables from customers. We follow the allowance method of recognizing uncollectible accounts receivable. The allowance method recognizes bad debt expense based on a review of individual accounts outstanding and our prior history of uncollectible accounts receivable. We record delinquent finance charges on outstanding accounts receivable only if they are collected. Accounts receivable are generally unsecured. If market conditions decline, actual collection experience may not meet expectations and may result in increased delinquencies. PROPERTY AND EQUIPMENT Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed under the straight-line method for financial statement purposes and under accelerated methods for income tax purposes. Repairs and maintenance expenses are charged to operations as incurred. Betterment or renewals are capitalized as incurred. We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. GOODWILL We evaluate goodwill and other intangibles for impairment annually, and when impairment indicators arise, in accordance with Statement of Financial Accounting Standard No. 142 (SFAS142), "Goodwill and Other Intangible Assets". 29

For goodwill, we first compare the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds the fair value of a reporting unit, additional tests would be used to measure the amount of impairment loss, if any. We use a present value technique to measure reporting unit fair value. If the carrying amount of any other intangible asset exceeds its fair value, we would recognize an impairment loss for the difference between fair value and the carrying amount. We have not recognized any impairment losses to date on goodwill. If events occur and circumstances change, causing the fair value of a reporting unit to fall below its carrying amount, impairment losses may be recognized in the future. DEFERRED REVENUES Deferred revenues represent various fees received for which substantially all of the services have not yet been performed. The revenues will be recognized when the obligations of the agreement are met and the earnings cycle has been completed. MINORITY INTERESTS We have entered into a joint operating agreement with CHL Inc. Under the terms of the joint operating agreement, WPHL will handle all operating functions of the combined league, with the profit or loss from league operations being split between WPHL, Inc. and CHL Inc. based upon the number of teams from the respective leagues. We consolidate league operations and CHL Inc.'s portion of operations is recorded as minority interests. The allocation of expenses and division of profits involves some degree of estimation. Changes in these estimates could affect the allocation of profit or loss under the terms of the joint operating agreement. FAIR VALUE OF FINANCIAL INSTRUMENTS Accounts receivable, accounts payable, accrued liabilities and notes payable are substantially current and bear reasonable interest rates. As a result, the carrying values of these financial instruments are deemed to approximate fair values. REVENUE RECOGNITION License Fees: License fees include initial acquisition fees, transfer fees and annual assessments. Initial license fees represent amounts received from League licensees to acquire a hockey license. Transfer license fees represent the amounts received upon the transfer of ownership of an existing license. We recognize initial fees and transfer fees when we have met all of our significant obligations under the terms of the license agreement. Each arrangement is unique, however, under the standard license agreement, we are generally responsible for assisting the licensee with facility lease contract negotiations (if a lease has not yet been secured), venue ticketing analysis and pricing, concessionaire negotiations and staffing advisements. These generally occur at the time the licensee acquires a license. Pursuant to the terms of the joint operating agreement, each team in the League also pays annual assessment fees of $75 thousand, plus $15 thousand per annum for officiating costs. In addition, the teams from WPHL pay an extra $10 thousand annually to cover our costs. The fees are recognized ratably over the year in proportion to the expenses expected to be incurred. At the end of the year, net profits, or losses are shared proportionately with each member of the joint operating agreement. Advertising Sales Commission: GEMS sells certain contractual rights, including facility naming rights, luxury suite sales, club seat license sales and facility sponsorship agreements. The revenue from these contracts is recognized when earned in accordance with the contract. Project Management Fees: ICC receives design/build and construction-project supervisory contract revenue from various municipalities in connection with the construction of municipal venues. This revenue is recognized ratably over the duration of the contracts. Project management fees also include amounts we billed relating to furniture, fixtures and equipment, architecture fees, and other amounts we incur on behalf of municipalities. The related revenue and expense for these amounts are recognized in the period incurred. Revenues and costs from fixed-price and modified fixed-price construction contracts, are recognized for each contract on the percentage-of-completion method, measured by the percentage of costs incurred to date to the estimated total direct costs. As contracts can extend over one or more accounting periods, revisions in costs and earnings estimated during the course of the work are reflected during the accounting period in which the facts that required such revision become known. Project management revenues are recorded based on the gross amounts billed to a customer in accordance with EITF 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent". 30

Project Development Fees: GPI targets mid-sized communities across the United States providing our services related to the development of multipurpose events centers and surrounding multi-use real estate development. Project development fees are recognized according to specific contract terms; typically 50% upon signing of a development contract and 50% upon construction groundbreaking. Facility Management Fees: Encore earns fees for managing the operations of various municipal venues. These activities include developing operating procedures and manuals, hiring all staff, supporting sales and marketing, location maintenance, concessions coordination, preparing annual budgets, and securing and promoting events. Revenues from facility management services are recognized as services are rendered and consist of contract fees, which reflect the total price of such services. The payroll costs related to employees working at the facilities are included in cost of revenues. Ticket Service Fees: GetTix is a ticketing agent with various venues, theaters, event centers, and private entities requiring services to fulfill orders to ticketed events. Revenues are generated from the fees charged for processing ticket orders. These revenues are recognized upon completion of the sale. Ticketing revenues are recorded based on the net fees retained by GetTix in accordance with EITF 99-19. ARENA GUARANTEES We have entered into various contracts with facilities which guarantee certain economic performance standards. In the event these economic performance standards are not reached, we are liable for the difference between the actual performance and the guaranteed performance. We estimate and accrue an obligation for an estimate of our potential liability under these guarantees, taking into consideration our experience with similar facilities, the economic environment, among other factors. It is often not possible to estimate a potential liability under these guarantees because of the conditional nature of our obligations and the unique facts and circumstances involved in each agreement. If economic conditions, or other facts and circumstances were to change, this could cause an increase in our potential liability and a charge to earnings. INCOME TAXES We estimate our actual current tax exposure together with the temporary differences that have resulted from the differing treatment of items dictated by generally accepted accounting principles versus United States tax laws. These temporary differences result in deferred tax assets and liabilities. On an on-going basis, we assess the likelihood that our deferred tax assets will be recovered from future taxable income. If we were to believe the recovery was less than likely, we would establish a valuation allowance against the deferred tax asset and charge the amount as an income tax expense in the period in which such a determination was made. Interest is charged to interest expense and penalties are charged to general and administrative costs if there are any assessments. STOCK-BASED COMPENSATION We recognize compensation cost for stock-based awards issued after March 1, 2006, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. USE OF ESTIMATES Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results may vary from the estimates that were assumed in preparing the consolidated financial statements. Material estimates include, but are not limited to, revenue recognition, the allowance for doubtful accounts, arena guarantees, the carrying value of goodwill, the realization of deferred income tax assets, the fair value of liability related to the secondary guarantee related to a worker's compensation program, and the allocation of expenses, division of profit relating to the joint operating agreement, and the application of the percentage-of-completion method. Due to the uncertainties inherent in the estimation process and the significance of these items, it is at least reasonably possible that the estimates in connection with these items could be materially revised within the next year. 31

ACCOUNTING DEVELOPMENTS In June 2006, the FASB issued FASB Interpretation No. 48 (FIN No. 48), "An Interpretation of FASB Statement No. 109," which clarifies the accounting for uncertainty in income taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 reflects the benefit recognition approach, where a tax benefit is recognized when it is more likely than not to be sustained based on the technical merits of the position. We adopted FIN No. 48 on June 1, 2007, and there was no material effect on our financial position or results of operations. In September 2006, the Financial Accounting Standard Board issued a Statement of Financial Accounting Standard No. 157 (SFAS 157), "Fair Value Measurements". The statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement is effective for our fiscal year beginning June 1, 2008, and interim periods within that fiscal year. The adoption of SFAS 157 is not expected to have a material effect on our financial position or results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This statement permits entities to choose to measure many financial instruments and certain other items at fair value. An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is effective for our fiscal year beginning June 1, 2008. We do not expect SFAS No. 159 will have a material effect on our financial position or results of operations. In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51". This statement establishes accounting and reporting standards for noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. The statement also provides consolidated income statement presentation guidance and expanded disclosures. This statement is effective for our fiscal year beginning June 1, 2008. We have not yet evaluated the effect SFAS No. 160 will have on our financial position or results of operations. -------------------------------------------------------------------------------- EARNINGS (LOSS) PER SHARE (EPS) -------------------------------------------------------------------------------- Basic earnings (loss) per share of common stock is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are not included in the weighted average number of shares when inclusion would increase the income per share or decrease the loss per share. The computation of diluted EPS equals the basic calculation in each year presented because common stock equivalents were antiduilutive due to losses from continuing operations for each of the years presented. 32

Reconciliations of the numerators and denominators in the EPS computations for loss from continuing operation follow: 2008 2007 ---------- ---------- NUMERATOR (in thousands): Basic and diluted - loss from continuing operations $ (2,924) $ (2,601) ========== ========== DENOMINATOR: Basic EPS - weighted average shares outstanding 6,545,292 6,502,736 Effect of dilutive securities -- -- ---------- ---------- Diluted EPS - weighted average shares outstanding 6,545,292 6,502,736 ========== ========== Number of shares of common stock which could be purchased with average outstanding securities not included in diluted EPS because effect would be antidilutive- Stock options (average price of $4.82 and $4.79) 463,622 592,827 Warrants (average price of $6.32) 275,760 275,760 Restricted stock 15,399 13,501 The impacts of all outstanding options, warrants and restricted stock outstanding at May 31, 2008, were not included in the calculation of diluted EPS for fiscal year 2008, because to do so would be antidilutive. They could potentially dilute EPS in the future. -------------------------------------------------------------------------------- INVESTMENT IN WENATCHEE PROJECT -------------------------------------------------------------------------------- We are providing construction management services under an agreement with the City of Wenatchee, Washington, related to a multi-purpose events center in that city. Investment in Wenatchee project of $34.5 million on the consolidated balance sheets represents costs and estimated earnings in excess of billings on this construction project, which we own until construction is complete and the facility is sold, which is expected in October 2008. Revenues earned on this project are recorded based on the ratio of costs incurred to the total costs expected to be incurred. For this purpose, only costs related to performance under the contract are considered. This cost-to-cost method is used because management believes costs are the best available measure of our progress on this fixed-price contract, which may be modified by incentive and penalty provisions. At May 31, 2008, investment in Wenatchee project consisted of costs incurred of $33.4 million and estimated earnings of $1.1 million. Estimated earnings of $0.9 million have been included in project management fees and $0.2 million in project development fees in the consolidated statements of operations through May 31, 2008. Under the terms of our construction management agreement, we are not able to bill the City for our services and will receive our revenue out of the proceeds from the sale of the facility. Costs associated with the project, including all direct and indirect costs, including contract supervision and interest during the construction period, are being recorded as investment in Wenatchee project until the building is completed. Accumulated interest through May 31, 2008, totals $0.8 million. We expect project costs to total between $52 million and $54 million. The Greater Wenatchee Regional Events Center Public Facilities District has exercised its option to buy the events center upon completion of construction, scheduled in October 2008. In August 2007, we entered into an agreement with Marshall Financial Group, LLC (Marshall) to borrow up to $52.0 million for the construction of the facility. As of May 31, 2008, $1.1 million of our initial investment in the project was included in investment in Wenatchee project but we did not finance this initial investment with the loan. We expect to finance future investments in the project with the loan. Expenditures on the project are generally incurred in one month and financed with the loan in the following month, when a draw request is submitted to Marshall. At May 31, 2008, approximately $5.6 million of payables related to expenditures on the project were included in accounts payable. 33

-------------------------------------------------------------------------------- PROPERTY AND EQUIPMENT -------------------------------------------------------------------------------- As of May 31, 2008 and 2007, property and equipment was comprised of the following (in thousands): 2008 2007 -------- -------- Office furniture and equipment $ 308 $ 241 Computer equipment 392 369 -------- -------- 700 610 Less: accumulated depreciation (434) (461) -------- -------- $ 266 $ 149 ======== ======== The initial estimated useful lives for depreciation purposes range from two to seven years. -------------------------------------------------------------------------------- PVEC, LLC JOINT VENTURE -------------------------------------------------------------------------------- During the fiscal year ended May 31, 2006, we entered into a joint venture partnership agreement with Prescott Valley Signature Entertainment, LLC to form Prescott Valley Events Center, LLC (PVEC, LLC) to engage in the business of developing, managing, and leasing the Prescott Valley Events Center in Prescott Valley, Arizona. We are the managing member of PVEC, LLC. Construction of the center, which opened in November 2006, was funded by proceeds from the issuance of $35 million in Industrial Development Authority of the County of Yavapai Convention Center Facilities Excise Tax Revenue Bonds, Series 2005 (the Bonds). We account for our investment in PVEC, LLC under the equity method. Our interest in this entity is not a controlling one, as we do not own a majority voting interest and as our ability to affect the business operations is significantly limited by the partnership operating agreement. The PVEC, LLC operating agreement also provides that a majority-in-interest of the members may replace the managing member, or if the managing member is in default, a majority-in-interest of the remaining members may replace the managing member. Each member must contribute $1 thousand for a 50% interest in the joint venture. We will also contribute $250 thousand as preferred capital while Prescott Valley Signature Entertainment, LLC contributed land with an approximate value of $1.5 million as preferred capital. Because we have committed to pay our initial capital contributions, these amounts are recorded in accounts payable in our consolidated balance sheets. Further, because PVEC LLC is sustaining losses, and profitable future operation is not assured, we have recorded losses on our investment, in the amount of $251 thousand, to bring our investment to zero. Each member will receive a 5% return on preferred capital contributions and will share equally in the gain or loss of PVEC, LLC. If funds available to PVEC, LLC are insufficient to fund operations, the members agree to contribute 100% of the cash needed until each member's preferred capital account balances are equal and 50% of the cash needed if its preferred capital contribution balances are equal. PVEC, LLC is obligated to make lease payments equal to debt service payments on the Bonds. In the event of any shortfalls in debt service payments, amounts will first be paid by escrow accounts funded by 2% of the transaction privilege tax (TPT) collected from the surrounding project area and from a lockbox account containing 1) our initial contribution to PVEC of $250 thousand, 2) $100 thousand per year (increasing annually by inflation) from the Town of Prescott Valley and 3) earnings from the events center. We have a limited guarantee of the cash flow of PVEC, LLC as cash flows from operations of the center are first used to pay operating expenses, second to our base management fee (4% of the center's operating revenue), third to debt service, then to fund other items. The maximum losses under this guarantee are limited to our annual management fee. We do not believe any potential payments under this guarantee would be material. 34

PVEC, LLC's fiscal year ends December 31. Unaudited financial information for PVEC, LLC, as of and for the years ended December 31, 2007 and 2006 follows (in thousands): 2007 2006 -------- -------- Operating Revenues $ 5,514 1,352 TPT Revenues 731 -- Operating Expenses 7,285 1,344 Interest Expense 2,432 250 Loss Before Income Tax 3,332 -- As of Period End Property and Equipment 31,357 32,621 Total Assets 36,627 43,527 Bonds Payable 35,000 35,000 Partners' Equity (1,591) 1,740 Our consolidated financial statements reflect the following for the years ended May 31, 2008 and 2007, related to transactions between us and PVEC, LLC (in thousands). 2008 2007 -------- -------- Facility management fees, exclusive of payroll (Encore) $ 54 $ 52 Facility management fees, payroll related (Encore) 878 779 Advertising sales commission (GEMS) 229 180 Ticket service feees (GetTix) 192 305 Cost of revenues - facility payroll (Encore) 878 779 Accounts payable at end of period 251 225 Accounts receivable at end of period 101 84 -------------------------------------------------------------------------------- PROVISION FOR INCOME TAXES -------------------------------------------------------------------------------- The actual income tax benefit differs from the expected income tax benefit computed by applying the United States Federal corporate statutory income tax rate to loss from continuing operations for fiscal years 2008 and 2007 as follows (in thousands): 2008 2007 -------- -------- Computed expected tax benefit $ (994) $ (884) Meals and entertainment and miscellaneous expenses 26 6 Exercise and sale of qualified options 25 -- Valuation allowance, primarily on benefit of net operating loss carryforwards 1,008 1,030 State income taxes (170) (152) ------- ------- Income tax benefit $ (105) $ -- ======= ======= The $105 thousand benefit is primarily current and includes a current tax benefit of $75 thousand resulting from the carryback of net operating losses. 35

At May 31, 2008 and 2007, deferred tax assets and liabilities consisted of the following (in thousands): 2008 2007 -------- -------- Deferred Tax Asset: Allowance for doubtful accounts $ 1 $ 223 Net operating loss carryforwards 2,594 1,743 ------- ------- 2,595 1,966 Less: valuation allowance (2,595) (1,952) ------- ------- Deferred Tax Asset $ -- $ 14 ======= ======= Deferred Tax Liabilites, Long Term- depreciation $ (117) $ (66) ======= ======= We have established a valuation allowance due to the uncertainty in the utilization of net operating loss carryforwards. In fiscal years 2008 and 2007, the valuation allowance increased in fiscal years 2008 and 2007 to reflect the status of net operating loss carryforwards. The loss carryforwards acquired in the merger with Cragar were limited as to use under IRC Section 382. In connection with the sale of Cragar in August 2008, those carryforwards will no longer be available, to the extent not available at May 31, 2008, and the related deferred tax assets have been written off effective May 31, 2008. Our federal and state net operating loss carryforwards, exclusive of those limited as to use under IRC Section 382, as of May 31, 2008, totaled approximately $6.3 million. Net operating loss carryforwards will expire in 2028 for federal tax purposes and 2013 for state tax purposes. -------------------------------------------------------------------------------- NOTES PAYABLE -------------------------------------------------------------------------------- In August 2007, we entered into an agreement with Marshall Financial Group, LLC (Marshall) to borrow up to $52.0 million for the construction of a multi-purpose events center in Wenatchee, Washington. The outstanding principal balance of the note bears interest at a rate of prime plus 0.25% (5.25% at May 31, 2008). The note is payable in its entirety in August 2009. The Greater Wenatchee Regional Events Center Public Facilities District has exercised its option to buy the events center upon completion of construction, scheduled in October 2008. At the time we sell the events center we will be required to pay the construction loan in full. Consequently, as of May 31, 2008, the $26.9 million outstanding balance on the construction loan is classified as short-term notes payable in the consolidated balance sheet. Interest on the Marshall note accumulates monthly and increases both note payable and investment in Wenatchee project in the consolidated balance sheet. Financial covenants of the Marshall note require that we maintain a level of stockholders' equity of not less than $8.0 million and unrestricted cash, cash equivalents, time deposits and marketable securities of not less than $3.5 million. As of May 31, 2008, we were not in compliance with these financial covenants. We have a $1.75 million line of credit, with a bank, that matures on November 1, 2008, and bears interest at a rate of prime plus 2% (7.0% at May 31, 2008). As of May 31, 2008, and through the date of this filing, we have received no cash advances on this credit facility. Effective June 2008, we are required to deposit cash in the amount of any requested cash advances. At May 31, 2008, we had a maximum borrowing capacity of $0.5 million, as a result of a $1.25 million letter of credit in favor of Marshall, which reduced our available line of credit. We deposited $1.25 million of the proceeds from the disposition of Cragar with the bank in August, 2008, as security for the letter of credit. These funds are restricted, and unavailable to us, while the letter of credit is outstanding. The letter of credit currently expires in August 2009, however we expect the letter of credit to be surrendered by Marshall in October 2008 when we intend to repay our construction loan with proceeds from the sale of the events center in Wenatchee, Washington. The PFD intends to issue bonds to finance its purchase of the facility. The success of the bond issuance cannot be guaranteed. The credit facility has been secured by substantially all of our tangible and intangible assets. In order to borrow, we must meet certain financial covenants, including maintaining a minimum current ratio (current assets compared to current liabilities) of 1.05 as of the end of each fiscal quarter, a minimum consolidated tangible net worth of $5 million as of the date of the amendment, August 21, 2006, and an increase in tangible net worth of at least 75% of consolidated net income plus 100% of all increases of equity (including the 36

amount of any stock offering or issuance) on each anniversary date of May 31 thereafter until maturity. We must maintain a zero balance for a consecutive 30 day period during the term of the facility. As of May 31, 2008, we were not in compliance with the tangible net worth covenant; however, the bank has waived this covenant violation. In fiscal year 2008, we entered into a note payable in connection with settlement of a legal matter. The note calls for 36 payments of $10 thousand monthly through December 2010. We recorded the present value of the payments, discounted at 7.0%, as notes payable and general and administrative costs. In fiscal year 2008, we entered into an agreement with a vendor to finance $0.4 million of accounts payable under a note. The note bears interest at 8.3% and is payable in monthly installments of $84 thousand through July 2008. Principal maturities of notes payable are as follows (in thousands): Marshal Settlement Vendor Total Construction Note Note Notes Fiscal Year Loan Payable Payable Payable ----------- ---- ------- ------- ------- 2009 $26,867 $ 103 $ 250 $27,220 2010 -- 111 -- 111 2011 -- 69 -- 69 ------- ------- ------- ------- $26,867 $ 283 $ 250 $27,400 ======= ======= ======= ======= -------------------------------------------------------------------------------- EQUITY -------------------------------------------------------------------------------- WARRANTS During fiscal year 2006 we issued warrants to acquire shares of its common stock to select qualified institutional and other investors and placement agents related to a private placement of its common stock. During fiscal years 2008 and 2007, we had 275,760 warrants outstanding to purchase common stock. All of the warrants are convertible into one share of common stock and carried initial terms of five years. All of the warrants are vested and exercisable as of May 31, 2008. Information with respect to warrants outstanding and exercisable at May 31, 2008, is as follows: Number of Weighted Warrants Average Weighted Outstanding Remaining Average Exercise and Contractual Exercise Price Exercisable Term (in years) Price ----- ----------- --------------- ----- $3.50 20,000 0.80 $3.50 $3.55 39,960 0.33 3.55 $7.10 215,800 2.85 7.10 ------- ----- ----- 275,760 2.34 $6.32 ======= ===== ===== OPTIONS During 2000, we adopted the 2000 Long-Term Incentive Plan. The plan authorizes our Board of Directors to grant both qualified incentive and non-qualified stock options and restricted stock awards to selected officers, key employees, outside consultants and directors for up to an aggregate of 750,000 shares of common stock, as amended during fiscal year 2004. As of May 31, 2008, a total of 207,392 options remained available for issuance under the plan. These options were issued to various directors, employees and consultants. Vesting of options is at the discretion of the Board of Directors and all outstanding options are fully vested as of May 31, 2008. Options issued under the plan have a maximum term of 10 years. The exercise price of each option is equal to the market price of our common stock on the date of grant. 37

The following summarizes option activity in fiscal years 2008 and 2007: <TABLE> <CAPTION> Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Options Price Term (in years) (in thousands) ------- ----- --------------- -------------- <S> <C> <C> <C> <C> Outstanding at May 31, 2006 679,000 $4.66 6.80 $ 536 Exercised (19,351) 3.54 62 Forfeited (19,750) 5.97 -------- ----- ----- ----- Outstanding at May 31, 2007 639,899 4.65 5.80 160 Exercised (65,000) 3.58 64 Forfeited (184,142) 4.60 -------- ----- ----- ----- Outstanding at May 31, 2008 390,757 $4.89 5.16 $ -- ======== ===== ===== ===== </TABLE> The following table summarizes additional information about out stock option exercises in fiscal years 2008 and 2007. 2008 2007 -------- -------- Cashless Exercises- Number of options exercised 65,000 16,851 Shares issued 13,941 8,181 Cash Exercises- Number of options exercised -- 2,500 Cash proceeds (in thousands) $ -- $ 9 Additional information about outstanding options to purchase common stock as of May 31, 2008, follows: Number of Weighted Options Average Weighted Outstanding Remaining Average Exercise and Contractual Exercise Price Exercisable Term (in years) Price ----- ----------- --------------- ----- $3.50 166,500 4.58 $3.50 $3.55 49,757 0.33 3.55 $4.50 7,500 6.09 4.50 $5.40 60,000 7.01 5.40 $5.75 41,500 6.74 5.75 $8.50 65,500 7.47 8.50 ------- ----- ----- 390,757 5.16 $4.89 ======= ===== ===== RESTRICTED STOCK During fiscal 2007, we adopted the 2007 Long-Term Incentive Plan. The plan authorizes the Board of Directors to grant restricted stock awards to selected officers, employees, and outside consultants for up to an aggregate of 320,000 shares of common stock. Awards to non-employee directors vest over two years, awards to officers and employees vest over four years, and awards made to consultants or advisors shall vest as determined by the Compensation Committee of the Board of Directors. 38

The following tables summarize restricted stock information for fiscal years 2008 and 2007: 2008 2007 -------- --------- Restricted stock related expenses (in thousands)- General and administrative costs $ 72 $ 24 Unrecognized compensation cost at end of period $ 53 $ 28 Weighted average period over which unrecognized compensation will be recognized 1.9 years 0.3 years Available for grant as of period end 286,500 305,000 <TABLE> <CAPTION> 2008 2007 ------------------------ ------------------------ Weighted Weighted Restricted Average Restricted Average Stock Grant Date Stock Grant Date Shares Fair Value Shares Fair Value ------ ---------- ------ ---------- <S> <C> <C> <C> <C> Unvested as of beginning of period 15,000 $5.87 -- $ -- Unvested as of end of period 20,500 3.82 15,000 5.87 Granted during the period 18,500 3.60 15,000 5.87 Vested during the period 13,000 5.88 -- -- </TABLE> Restricted stock grants to consultants are revalued as of each reporting period end until the measurement date has been reached. OTHER EQUITY MATTERS In February 2008, we issued 100,000 shares of common stock, valued at $1.63 per share, in connection with the settlement of a legal matter. We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. In addition, our bank credit facility restricts our ability to pay dividends. Our current policy is to retain any earnings to finance operations and expand our business. -------------------------------------------------------------------------------- COMMITMENTS AND CONTINGENCIES -------------------------------------------------------------------------------- PURCHASE COMMITMENTS In connection with the construction project in Wenatchee, Washington, we have purchase commitments for construction, furniture and fixtures totaling approximately $14.1 million at May 31, 2008. OPERATING LEASES We lease 10,392 square feet of office space for our Tempe, Arizona headquarters pursuant to a lease with a sixty-six month initial term beginning February 2008. The lease is renewable for an additional sixty-month period. Leasehold improvements on at the location are depreciated over the initial lease term. Non-level rents are recognized on a straight-line basis over the initial lease term. In addition we are committed under a phone agreement and maintenance contract to pay $7 thousand monthly though June 2009. The minimum lease payments and minimum annual fees under our operating lease and maintenance contracts, with original terms over one year, are as follows: $365 thousand in fiscal year 2009, $283 thousand in fiscal year 2010, $289 thousand in fiscal 2011, $295 thousand in fiscal year 2012, and $295 thousand in fiscal year 2013. 39

LITIGATION As with all entertainment facilities there exists a degree of risk that the general public may be accidentally injured. As of May 31, 2008, there were various claims outstanding in this regard that management does not believe will have a material effect on our financial condition or results of operations. To mitigate this risk, we maintain insurance coverage, which we believe effectively covers any reasonably foreseeable potential liability. There is no assurance that our insurance coverage will adequately cover all liabilities to which we may be exposed. We are a plaintiff and a counter-defendant in a lawsuit involving a former licensee, Blue Line Hockey, LLC (Blue Line), which operates the Youngstown Steelhounds. Our claim is for approximately $115 thousand in unpaid license and assessment fees owed by Blue Line, plus our attorneys' fees. Blue Line's counterclaim alleges that WPHL fraudulently induced Blue Line's principal to enter the license agreement by failing to comply with franchise disclosure requirements, and that WPHL made fraudulent representations to induce Blue Line into signing the license agreement. Blue Line seeks rescission of the license agreement, reimbursement of its license fee, and reimbursement of travel expenses for the 2005-2006 season. Although the outcome of this matter cannot be predicted with certainty, we believe that we have both valid claims and valid defenses to the counterclaims. Thus, we intend to vigorously prosecute our claims and defend the counterclaims. No liability has been established at May 31, 2008, related to this matter. We were a defendant in a lawsuit filed by Nustadia Developments Inc. and PBK Architects. The suit arose out of certain contracts between us and the plaintiffs, pursuant to which we agreed to use architectural design and development management services of the plaintiffs with respect to certain arena development projects. This suit was filed in December 2005, and was pending in the Maricopa County Superior Court of Arizona. We settled the matter with a combination of stock, cash and a note payable in fiscal year 2008. We are currently waiting for dismissal. Fiscal 2008 results reflect the related charges in general and administrative costs. Global was the claimant and counter-respondent in an arbitration against Global Spectrum, L.P. (Spectrum). This arbitration was being conducted by the American Arbitration Association in Phoenix, Arizona, and stemmed from a settlement agreement entered into between Global and Spectrum. Global sought the arbitrators' declaration that Global was not obligated to make any more payments to Spectrum under the settlement agreement alleging that Spectrum misrepresented material facts to induce Global to execute the settlement agreement. Fiscal 2008 results reflect charges related to settling this matter in general and administrative costs. International Coliseums Company was the plaintiff in a lawsuit it filed against the City of Youngstown, Ohio. The lawsuit sought a determination that the City took certain actions which prohibited ICC from performing as contracted under the management agreement between the parties. We established a reserve to reflect the estimated settlement costs in fiscal 2007 and settled the matter in fiscal 2008. Fiscal 2007 results reflect the related charges in general and administrative costs. The settlement eliminated the contingency related to certain guaranteed economic performance standards in the Youngstown, Ohio facility contract. General and administrative costs in fiscal years 2008 and 2007, include approximately $0.8 and $1.6 million in costs associated with litigation and settlements. CONTINGENCIES Pursuant to the joint operating agreement between CHL, Inc. and WPHL, CHL, Inc. had an option to purchase all of WPHL's interests and rights related to WPHL teams operating under the joint operating agreement, and any other hockey related assets of the WPHL, beginning in 2011. Under the terms of the modification to the joint operating agreement entered into in June 2008, CHL Inc.'s purchase option has been eliminated and WPHL and CHL Inc. each now have a right of first refusal to purchase the other's interests if a bona-fide third party offer to purchase the entire interest is received. We enter into indemnification provisions under our agreements with other companies in our ordinary course of business, typically with business partners and customers. Under these provisions we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, we have no liabilities recorded for these agreements as of May 31, 2008. 40

As of May 31, 2008, we have entered into various employment contracts with key employees. Under certain circumstances we may be liable to pay amounts based on the related contract terms. GUARANTEES We have entered into a contract with the entertainment facility in Rio Rancho, New Mexico which guarantees certain economic performance standards. The term of this contract is for a period of 10 years and expires in December 2014. In the event these economic performance standards are not reached, we are obligated to subsidize the difference between the actual performance and the guaranteed performance. There are no recourse provisions under this agreement. The maximum amount of future payments we could be required to make under the performance guarantee is theoretical due to various unknown factors. However, the subsidy would be limited to the cumulative operating losses of the facility for each year of the guarantee. We have never made a material subsidy from this guarantee and do not believe that any potential subsidy would be material. In February 2008, we entered into a management agreement with the City of Allen, Texas relative to a multi-purpose event center to be constructed in that city. The initial term of this agreement is fifteen years, with an option by the city to renew for an additional five years under certain conditions. This agreement includes a guarantee that the event center will operate at a break-even point and without cost to the city, not including any capital reserves and any other off-sets described in the agreement. This guarantee requires that all amounts reasonably required for the operation and maintenance of the event center will be generated by the operation of the event center, or otherwise paid by us. Should we be obligated to fund any operational shortfalls, the agreement provides for reimbursement to us from future profits from the event center. The maximum amount of future payments we could be required to make under this operational guarantee is theoretical due to various unknown factors. However, the guarantee would be limited to the operational loss from the facility for each year of the guarantee, less any reimbursements from the facility. We do not believe that any potential guarantee payments would be material based on the operating results of similar facilities. The facility is expected to open in the fall of 2009. In May 2008, we entered into a management agreement with the City of Independence, Missouri relative to a multi-purpose event center to be constructed in that city. The initial term of this agreement ends fifteen years from facility opening. The city may renew the agreement for an additional five years under the same terms. The facility is expected to open in the fall of 2009 and has an operating year ended June 30. Our compensation under the agreement may only come from the facility operating account, which is to be funded by facility operations, as defined in the agreement. The management agreement includes a guarantee that we will subsidize the operations of the facility to the extent that funds in the facility operating account and a temporary operating account are not adequate. Under the terms of the agreement the city shall advance $500 thousand to fund a temporary operating reserve account, which may be used to fund shortfalls in the facility operations account. Excess funds in the facility operating account each operating year, after paying operating expenses, our base Encore fee and GEMs commission, are to be used in the following priority: 1) to reimburse us for any subsidy payments we have made, 2) to replenish the temporary operating reserve account 3) to fund the capital reserve account and 4) to pay on a co-equal basis our incentive fee and deposits to three additional reserve accounts. The maximum amount of future payments we could be required to make under the guarantee is theoretical due to various unknown factors. However, once the temporary operating reserve account is depleted, the guarantee subsidy payments would be limited to the operational loss each operating year, plus the amount of our Encore and GEMs fees. We do not expect to make guarantee subsidy payments based on operating results of similar facilities, however, no assurance can be made that a payment pursuant to this guarantee would not be paid in the future and that such payment would not be material. In addition, under the terms of the management agreement with the City of Independence, an amount not to exceed $0.50 per ticket, and excess operating funds, are to be used to fund a capital reserve account up to $150 thousand dollars in each of the first five operating years and up to $250 thousand thereafter. Should the capital reserve account not be fully funded for two consecutive years, the management agreement terminates, unless the city elects to renew the agreement. As of May 31, 2008, we provide a secondary guarantee on a standby letter of credit in favor of Ace American Insurance Company for $1.5 million related to a guarantee under a workers compensation program. This letter of credit is fully collateralized by a third party and our secondary guarantee of this letter of credit does not affect our borrowing capacity under our line of credit. No amounts have been drawn on this letter of credit as of May 31, 2008. We believe the amount of payments under this guarantee is negligible, and as such, have assigned no value to this guarantee at May 31, 2008. 41

In addition to our commitments and guarantees described above we also have the commitments and guarantees described in the PVEC, LLC Joint Venture Note. -------------------------------------------------------------------------------- RELATED PARTY TRANSACTIONS -------------------------------------------------------------------------------- We entered into an advisory service agreement in October 1999 with a related party. The agreement engages the related party, a shareholder, to act as our exclusive financial advisor. In consideration for the advisory services, we are also obligated to pay specific fees. The related party would receive 10% of the gross proceeds of any private placement of equity, 5% of the gross proceeds of any private placement of debt, and 4% of the gross proceeds of any public placement of equity or debt. A fee would also be received if we are involved in a merger or acquisition. The fees are to be (i) 5% of the consideration from $1 to $3 million, plus (ii) 4% of the consideration from $3 million to $6 million, plus (iii) 3% of the consideration from $6 million to $9 million, plus (iv) 2% of the consideration from $9 million to $12 million, plus (v) 1% of the consideration in excess of $12 million. This related party has the right of first refusal to act as our exclusive financial advisor for a period of two years from the date of successfully closing a financing, as described above, for a transaction involving the purchase, sale, merger, consolidation or business combination. We and the related party will enter into an agreement appropriate and customary for services and compensation that is competitive to market conditions at the time the right is exercised. Effective February 14, 2006, the agreement was replaced by a two year consulting agreement with Miller Capital Corporation and a two year agreement for investment banking services with Miller Capital Markets, LLC incorporating similar terms as described above. Miller Capital Corporation and Miller Capital Markets, LLC are related to the shareholder. The consulting agreement provided for service fees of $180 thousand per year, effective June 1, 2006, and for the related party to receive a restricted stock grant consisting of six thousand shares of common stock. The agreements were extended another two years effective February 14, 2008. During the fiscal years ended May 31, 2008 and 2007, fees and expenses of approximately $199 thousand and $246 thousand, were incurred under these agreements. In addition, we incurred $25 thousand for due diligence reports in each year. At May 31, 2008 and 2007, $23 thousand and $17 thousand was payable to Miller Capital Corporation. -------------------------------------------------------------------------------- CONCENTRATION OF CREDIT RISK, BUSINESS AND REVENUE -------------------------------------------------------------------------------- We maintain cash at various financial institutions. Accounts at each United States financial institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100 thousand. At May 31, 2008 and 2007, we had uninsured cash and cash equivalents in the amounts of approximately $0.4 million and $3.8 million. To mitigate this risk, we select financial institutions based on their credit ratings and financial strength. Our business activities and accounts receivable are with customers in various industries located throughout the United States. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. The League operates primarily in mid-sized communities in the Central, Western and Southern regions of the United States, including Texas, Colorado, Kansas, Mississippi, Louisiana, New Mexico, Oklahoma, and Arizona. Our facility management fees are derived from events centers operating in the Arizona and New Mexico. Should these geographic areas sustain an economic downturn that could have a significant negative impact on our operating results. For the years ended May 31, 2008 and 2007, we recognized approximately 40% of our revenue from three event centers which we manage, and from which we derived Encore, GEMs and GetTix revenue. One of those centers is no longer under management, the contract having terminated in the second quarter of fiscal year 2008. 42

-------------------------------------------------------------------------------- EMPLOYEE BENEFIT PLAN -------------------------------------------------------------------------------- We maintain a 401(k) profit sharing plan allowing substantially all full-time employees to participate. Under the terms of the Plan, the employees may elect to contribute a portion of their salary to the Plan. The matching contributions are at the discretion of the Board of Directors. For the years ended May 31, 2008 and 2007, the Company did not make contributions to the Plan. -------------------------------------------------------------------------------- SEGMENT INFORMATION -------------------------------------------------------------------------------- Each of our subsidiaries is a separate legal entity with a separate management structure. Our corporate operations exist solely to support our subsidiary segments. As such, certain corporate overhead costs are allocated to the operating segments. There are no differences in accounting principles between the operations. At May 31, 2008 and 2007, goodwill relates to our ICC segment. The investment in Wenatchee construction project of $34.5 million in 2008, relates to our corporate operations segment. Loss on our investment in PVEC, LLC is a loss of our corporate operations segment. The amount of our equity method investment in PVEC, LLC is currently zero. The following is a summary of certain financial information for our areas of operation (in thousands): <TABLE> <CAPTION> For the Year Ended ---------------------------------------------------------- Income (Loss) From Continuing Purchases of Gross Operations Before Property and Identifiable Revenues Income Taxes Depreciation Equipment Assets -------- ------------ ------------ --------- ------ <S> <C> <C> <C> <C> <C> May 31,2008 (c) Global Entertainment Corporate Operations $ 244 $(3,207) $ 68 $ 199 $35,705 (a) Central Hockey League/WPHL 2,294 246 4 -- 549 Global Properties I 619 (200) 2 -- 447 International Coliseums 1,063 394 5 4 47 Encore Facility Management 3,279 (581) 1 -- 11 Global Entertainment Marketing Systems 767 (53) 3 47 42 Global Entertainment Ticketing 4,171 477 59 -- 396 Discontinued Operations -- -- -- -- 2,167 ------- ------- ------- ------- ------- Global Entertainment Corporation, consolidated $12,437 $(2,924) $ 142 $ 250 $39,364 ======= ======= ======= ======= ======= May 31,2007 Global Entertainment Corporate Operations $ -- $(1,001) $ 25 $ 44 $ 5,199 Central Hockey League/WPHL 2,364 (1,085) 13 1 686 Global Properties I 100 (714) 1 2 343 International Coliseums 13,871 (b) 196 (b) 7 -- 2,028 (b) Encore Facility Management 4,452 (1,290) 1 -- 262 Global Entertainment Marketing Systems 918 296 5 -- 250 Global Entertainment Ticketing 4,107 997 78 39 436 Discontinued Operations -- -- -- -- 3,102 ------- ------- ------- ------- ------- Global Entertainment Corporation, consolidated $25,812 $(2,601) $ 130 $ 86 $12,306 ======= ======= ======= ======= ======= </TABLE> 43

---------- (a) Global Entertainment Corporate Operations assets include the investment in Wenatchee project of $34.5 million at May 31, 2008. Global Entertainment Corporate Operations assets include cash and cash equivalents of $443 thousand at May 31, 2008, and $4,252 thousand at May 31, 2007. (b) International Coliseums gross revenues for fiscal year 2007 include revenues for furniture, fixtures and equipment, as well as management fees and other items on projects not recurring in fiscal 2008. Assets as of May 31, 2007, include receivables for such items, not in receivables as of May 31, 2008, as well as retainage receivables on those projects. (c) As originally reported, in fiscal year 2007, all Global Entertainment Corporate Operations actual costs were allocated to the operating segments as a management fee. In fiscal year 2008, the management fee is fixed at a lower rate. Fiscal year 2007, amounts have been restated to reflect management fees consistent with 2008. -------------------------------------------------------------------------------- DISCONTINUED OPERATIONS -------------------------------------------------------------------------------- On August 1, 2008, we closed a transaction under which we sold substantially all of the assets of Cragar Industries, Inc. (Cragar), a licensor of an automotive aftermarket wheel trademark and brand name - CRAGAR(R). The assets consisted primarily of intangibles, including trademarks, service marks and domain names. The purchase price was approximately $1.9 million in cash. Of the cash proceeds, $0.1 million was used for transaction-related costs and $1.25 million has been set aside in a restricted account as security for a letter of credit. The remainder of the funds was available for working capital and general corporate purposes. The purchase price of $1.9 million was allocated $1.8 million to the trademarks, with the remainder to tooling, inventory and other assets. We expect other cash flows from Cragar in fiscal 2009, to consist primarily of the collection of receivables and payment of liabilities existing as of the date of sale, which were largely unchanged from those existing at May 31, 2008. The following table presents selected operating data for Cragar for fiscal years 2008 and 2007 (in thousands): 2008 2007 -------- -------- Revenues $ 775 $ 638 Loss on disposal (1,148) -- Loss before income taxes (1,212) (1,524) Loss from discontinued operations, net of income tax (1,212) (1,524) The assets and liabilities of Cragar, included in our consolidated balance sheets at May 31, 2008 and 2007, in assets to be disposed and liabilities related to assets to be disposed were as follows (in thousands): 2008 2007 -------- -------- Receivables $ 116 $ 205 Prepaid expenses and other assets 154 169 Deferred income tax asset 134 -- Trademarks 1,763 2,728 ------ ------ Assets to be disposed $2,167 $3,102 ====== ====== Accounts payable $ 37 $ 141 Accrued liabilities 120 105 Deferred income tax 22 -- Deferred revenues 54 72 ------ ------ Liabilities related to assets to be disposed $ 233 $ 318 ====== ====== Cragar trademarks were not subject to amortization. Assets not subject to amortization were tested for impairment at least annually. An independent business valuation was performed as of May 31, 2007, for the purpose of testing the carrying value of trademarks related to our investment in Cragar. During fiscal year 2007, we determined that, based on estimated future cash flows, the carrying amount of Cragar trademarks exceeded fair value by $906 thousand; accordingly, an impairment loss of that amount was recognized in fiscal year 2007, and is now classified in loss from discontinued operations in the consolidated statement of operations. We had evaluated the recoverability of the trademarks as of February 29, 2008, and believed no additional impairment existed at that date. Subsequent to that date, we decided to liquidate our investment in Cragar. Included in the loss on disposition of $1.1 million is a $1.0 million write-down of the trademarks to the value assigned in the purchase price allocation. 44

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINIANCIAL DISCLOSURE. None ITEM 9A(T). CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of May 31, 2008. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Our management, including its principal executive officer and the principal financial officer, do not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. We monitor our disclosure controls and procedures and internal controls and makes modifications as necessary; our intent in this regard is that the disclosure controls and procedures will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant. Management's Annual Report on Internal Control over Financial Reporting and Changes in Internal Controls. Our management is responsible for establishing and maintaining an effective internal control over financial reporting as this term is defined under Rule 13a-15(f) of the Exchange Act and has made organizational arrangements providing appropriate divisions of responsibility and has established communication programs aimed at assuring that its policies, procedures and principles of business conduct are understood and practiced by its employees. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We have assessed the effectiveness of our internal control over financial reporting as of May 31, 2008, the period covered by this Annual Report on Form 10-K, as discussed above. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL--INTEGRATED FRAMEWORK. Based on these criteria and our assessment, we have determined that, as of May 31, 2008, our internal control over financial reporting was effective. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report. 45

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, as well as persons beneficially owning more than 10% of our outstanding common stock, to file certain reports of ownership with the SEC within specified time periods. Such officers, directors and shareholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of such forms received by us during the fiscal year ended May 31, 2008, or written representations from certain reporting persons, we believe that between June 1, 2007 and May 31, 2008, all Section 16(a) filing requirements applicable to its officers, directors and 10% shareholders were complied with, except that: (i) James Yeager failed to timely file an initial filing in connection with his appointment as an officer September 1, 2007, and failed to timely file with respect to a grant of restricted stock October 17, 2007, (ii) James Domaz failed to timely file an initial filing in connection with his appointment as an officer August 20, 2007, and failed to timely file with respect to a grant of restricted stock on October 17, 2007, and (iii) Richard Kozuback failed to timely file with respect to the exercise of options November 3, 2007. Other information required to be disclosed by this Item 10 will be included under the caption "Directors, Executive Officers and Corporate Governance" of our Proxy Statement to be filed relating to the Annual Meeting of Shareholders for the fiscal year ended May 31, 2008, which is hereby incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION. Information on our directors and officers will be included under the caption "Executive Compensation" of our Proxy Statement to be filed relating to the Annual Meeting of Shareholders for the fiscal year ended May 31, 2008, which is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. Information on equity compensation plans and beneficial ownership of our voting securities by each director and all officers and directors as a group, and by any person known to beneficially own more than 5% of any class of voting security will be included under the caption "Beneficial Ownership of the Company's Securities" of our Proxy Statement to be filed relating to the Annual Meeting of Shareholders for the fiscal year ended May 31, 2008, which is hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Information on certain relationships and related transactions will be included under the caption "Certain Relationships and Related Parties" of our Proxy Statement to be filed relating to the Annual Meeting of Shareholders for the fiscal year ended May 31, 2008, which is hereby incorporated by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information on principal accountant fees and services will be included under the caption "Principal Accountant Fees and Services" of our Proxy Statement to be filed relating to the Annual Meeting of Shareholders for the fiscal year ended May 31, 2008, which is hereby incorporated by reference. 46

PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. See Exhibit Index attached hereto. 47

SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 29, 2008. Global Entertainment Corporation (Registrant) By /s/ W. James Treliving ---------------------------------------------- W. James Treliving Chairman of the Board By /s/ Richard Kozuback ---------------------------------------------- Richard Kozuback Director / President & Chief Executive Officer By /s/ James Yeager ---------------------------------------------- James Yeager Chief Financial Officer / Treasurer By /s/ Michael L. Bowlin ---------------------------------------------- Michael L. Bowlin Director By /s/ Michael L. Hartzmark ---------------------------------------------- Michael L. Hartzmark Director By /s/ Terry S. Jacobs ---------------------------------------------- Terry S. Jacobs Director By /s/ Stephen A McConnell ---------------------------------------------- Stephen A McConnell Director By /s/ George Melville ---------------------------------------------- George Melville Director By /s/ Mark Schwartz ---------------------------------------------- Mark Schwartz Director 48

EXHIBIT INDEX The following exhibits are filed herewith or incorporated herein pursuant to Regulation SB-601: EXHIBIT 3.1 Amended and Restated Articles of Incorporation, dated April 14, 2000. (1) 3.2 Bylaws dated April 18, 2000. (2) 3.2.1 First Amendment to the Bylaws dated May 20, 2008. (3) 10.1 2007 Long-Term Incentive Plan, dated (4) 10.2 Employment Agreement between Global Entertainment Corporation and Richard Kozuback, dated April 18, 2000(5) 10.3 Joint Operating Agreement, between Western Professional Hockey League, Inc. and Central Hockey League, Inc. dated January 19, 2001 (6) 10.4 Modification to Joint Operating Agreement, dated June 4, 2008 * 10.5 Form of License Agreement between Western Professional Hockey League, Inc. and licensees (7) 10.6 Form of Amendment to of License Agreement between Western Professional Hockey League, Inc. and licensees (8) 10.7 Asset Purchase Agreement between Danbom Temporary, Inc. and Cragar Industries, Inc., dated July 31, 2008 (9) 10.8 Construction-Term Loan Agreement by and among Marshall Financial Group, LLC and Wenatchee Events Center, LLC dated August 2, 2007 * 10.9 Amended and Restated Lease with Purchase Option Agreement between Wenatchee Events Center, LLC and the Greater Wenatchee Regional Events Center Public Facilities District and City of Wenatchee, dated May 30, 2007 * 10.10 Investment Banking Services Agreement between Global Entertainment Corporation and Miller Capital Markets, LLC, dated December 14, 2007 * 10.11 Consulting Agreement between Global Entertainment Corporation and Miller Capital Corporation, dated February 14, 2008 * 10.12 Form of License Agreement between WPHL and franchises, effective February 28, 2008 * 21 Subsidiaries * 31.1 Certifications Pursuant to 18 U.S.C. Section 1350-Section 302, signed by Richard Kozuback, Chief Executive Officer.* 31.2 Certifications Pursuant to 18 U.S.C. Section 1350-Section 302, signed by James Yeager, Chief Financial Officer.* 32 Certification Pursuant to 18 U.S.C. Section 1350-Section 906, signed by Richard Kozuback, Chief Executive Officer and James Yeager, Chief Financial Officer.* ---------- * Filed herewith. (1) Incorporated herein by reference to Exhibit 3.1 of our Registration Statement on Form S-4 (No. 333-109192), as filed with the Commission on September 26, 2003. (2) Incorporated herein by reference to Exhibit 3.2 of our Registration Statement on Form S-4 (No. 333-109192), as filed with the Commission on September 26, 2003. (3) Incorporated herein by reference to Exhibit 3.1 of our current report on Form 8-K, as filed with the Commission on June 17, 2008. (4) Incorporated herein by reference to Exhibit 4.5 of our Registration Statement on Form S-8 (No. 333-150246) as filed with the Commission on April 15, 2008. (5) Incorporated herein by reference to Exhibit 10.4 of our Registration Statement on Form S-4 (No. 333-109192), as filed with the Commission on September 26, 2003. (6) Incorporated herein by reference to Exhibit 10.5 of our Registration Statement on Form S-4 (No. 333-109192), as filed with the Commission on September 26, 2003. (7) Incorporated herein by reference to Exhibit 10.6 of our Registration Statement on Form S-4 (No. 333-109192), as filed with the Commission on September 26, 2003. (8) Incorporated herein by reference to Exhibit 10.7 of our Registration Statement on Form S-4 (No. 333-109192), as filed with the Commission on September 26, 2003. (9) Incorporated herein by reference to Exhibit 3.1 of our current report on Form 8-K, as filed with the Commission on August 8, 2008.

                                                                    Exhibit 10.4

                    MODIFICATION OF JOINT OPERATING AGREEMENT

     Western Professional Hockey League, Inc. ("WPHL"), a Texas corporation, and
Central Hockey League,  Inc. ("CHL"), an Illinois  corporation,  enter into this
Modification of Joint Operating Agreement as follows:

     WHEREAS,  the parties entered into a Joint Operating  Agreement dated as of
July 19, 2001 (the "JOA"); and

     WHEREAS,  the parties  desire to modify  certain  provisions  of the JOA to
resolve  disputes  among  themselves  and to  create  greater  certainty  in the
operation of the JOA; and

     WHEREAS, this Modification Agreement represents a compromise agreement and,
along with the parties' Settlement Agreement and Mutual Release of even date, is
intended to resolve all disputes among the parties except as expressly  reserved
hereunder.

     NOW, THEREFORE,  for good and valuable consideration had among the parties,
the sufficiency of which is hereby acknowledged, the parties agree to modify the
JOA as set forth herein.

     1.  Paragraph  II.1 of the JOA shall be modified by deleting  the  existing
provision in its entirety and replacing it with the following:

          Governance.  Notwithstanding  any other  provision of this  Agreement,
     WPHL and CHL shall remain separate legal entities,  shall maintain separate
     books  and  records,   and  shall  be  solely  responsible  for  their  own
     obligations.

          The League  shall be  governed  by an  oversight  board (the  "Board")
     consisting of two  representatives of WPHL, two representatives of CHL, and
     a fifth  member to be  mutually  agreed  upon by the WPHL and the  CHL.WPHL
     hereby  appoints  Rick  Kozuback  and one  member to be  determined  as its
     current Board representatives to serve indefinitely until written notice of
     a change is delivered by WPHL to CHL. CHL hereby  appoints Lester Rosen and
     Jeff Lund as its current Board  representatives to serve indefinitely until
     written notice of a change is delivered by WPHL to CHL.  Unless a member is
     unable  to serve  due to  illness  or other  compelling  circumstances,  no
     changes in board membership shall be made more than once per calendar year.


MODIFICATION OF JOINT OPERATING AGREEMENT - PAGE 1 OF 6

All changes in board membership shall be made by written notice to all members, to be effective no earlier than fourteen (14) days after the date of such notice. The Board shall meet not less than four (4) times each calendar year, two of such meetings to be held in person at the League's All-Star Game and during the League's Summer Conference. The other meetings may be by conference call or other telecommunications arrangement on not less than two weeks notice to each board member. Notice must be in writing. A minimum of three (3) directors must be present to constitute a quorum. The Commissioner shall be responsible for the distribution of written board minutes not more than twenty (20) days following each board meeting. If no comments are received within ten (10) days from any Board member, such minutes shall be deemed approved. Board members shall be reimbursed for all reasonable expenses incurred solely and directly in connection with board service. The general duty of the Board shall be to set policy for the operations of the League by the Staff. Oversight of League Operations shall be generally vested in an Executive Committee of the Board consisting of the Commissioner and a representative from WPHL and CHL. WPHL hereby appoints Rick Kozuback and CHL hereby appoints Jeff Lund as respective representatives to the Executive Committee. Any matter except the annual operating budget upon which the Executive Committee is in agreement shall be deemed to be approved by the Board. The entire Board shall approve annual operating budgets for each season by an affirmative vote of not less than three (3) members not later than June 1 of each year. The Board shall receive the proposed budget not later than fourteen (14) days prior to the vote on approval of such budget. The members of the Executive Committee, expect the league Commissioner, shall receive compensation of $8,500 per year. The Board shall approve budgets, determine compensation for league personnel, approve financial statements, close out the year, , acquire errors and omission Insurance, and approve any change of trademarks. The Board may review policy and existence of Letters of Credit, League expansion, team transfers, control changes, benefits for league personnel, legal settlements in excess of $50,000, workers compensation insurance carriers and coverage, and League office relocations. MODIFICATION OF JOINT OPERATING AGREEMENT - PAGE 2 OF 6

2. Management. Paragraph II.2 of the JOA is modified by deleting the existing provision in its entirety and replacing it with the following: The League operations shall be run by the WPHL Staff as currently identified on the attached Exhibit "A." WPHL and the CHL hereby designate Duane Lewis, WPHL Vice President Operations, as the acting Commissioner. The Commissioner shall serve indefinitely until written notice of a change is delivered by WPHL to CHL. Changes of personnel among the Staff may be made by the Commissioner in his/her reasonable discretion. Written notice of such changes shall be provided to the Board at the next regularly scheduled meeting of the Board. The Commissioner may add personnel in addition to the designated Staff or incur additional, controllable, non-budgeted expense as required for the effective operation of the League. Provided, however, any deviation from any budgeted expense in excess of ten percent (10%) must be approved in advance by the Executive Committee. The Staff shall maintain all appropriate financial records including an interim balance sheet, quarterly and year-to-date income statements, accounts payable aging and accounts receivable aging. The Staff shall provide each Board member with reasonable access to such records not less than quarterly. Further, any member of the JOA may conduct an audit of the JOA books and records at their own expense not more than once per year. 3. Expansion Fees The third sentence in Section 5 of the JOA entitled "Expansion" is hereby amended in its entirety to read as follows: "Expansion Fees, other than fees for the three teams exempted herein, shall be divided as follows: in the event the expansion team is generated by WPHL (other than persons whose salaries or wages are being fully paid under the JOA) or in the event the expansion team is generated by CHL (other than persons whose salaries or wages are being fully paid under the JOA), then the originating entity (either WPHL or CHL) shall be paid 50% of the expansion fee with the remaining 50% to be added to Operating Revenue under the JOA; or in the event the expansion team is generated by persons whose salaries or wages are being fully paid under the JOA, then the entire amount of the expansion fee will be added to Operating Revenue.". Notwithstanding the above if WPHL or its affiliates have built a new building for the expansion team then they are entitled to the 50% share of the associated expansion fee. In instances which do not fall in any of the MODIFICATION OF JOINT OPERATING AGREEMENT - PAGE 3 OF 6

above categories as reasonably determined by a vote of the full Board, the entire amount of the expansion fee will be added to Operating Revenue." 4. Section 10 of the JOA entitled "Purchase Option" is hereby deleted in its entirety and either party is given a right of first refusal to promptly purchase the other if a bona-fide, third party, offer to purchase the entire ownership interest, and only such interest, is received by either party and the receiving party is willing to accept such offer.. By way of example but not as a limitation, if a third party offers to purchase a group of businesses under the Global Entertainment umbrella, one of which is the WPHL, there will be no right of first refusal 5. Paragraph II.7 of the JOA shall be expanded by adding the following at the end thererof: "CHL and WPHL shall use their commercially reasonable efforts to enforce the obligations hereunder of each of their respective Teams (including payment of all dues, fees, fines, ETC.)" 6. Paragraph II.17 of the JOA is modified to change the address for notices to WPHL, counsel for WPHL and to add the counsel for CHL as follows: J. Scott Rose Kenneth Wagner Jackson Walker L.L.P. Latham, Wagner, Steele & Lehman, P.C. 112 E. Pecan, Suite 2400 1800 S. Baltimore, Suite 500 San Antonio, Texas 78205 Tulsa, OK 74119 Counsel for WPHL Counsel for CHL WPHL 1600 N. Desert Drive Tempe, AZ 85281 7. The Joint Operating Agreement is hereby extended for an additional Ten years. 8. In all their public representations, the parties shall use commercially reasonable efforts to avoid inaccurately depicting the relationship between Western Professional Hockey League, Inc. d/b/a Central Hockey League, Central Hockey League, Inc., and Global Entertainment Corporation. MODIFICATION OF JOINT OPERATING AGREEMENT - PAGE 4 OF 6

9. Paragraph II.19 of the JOA is modified to incorporate the terms of this Modification as part of the JOA. No agreements, written or oral, other than the JOA, Settlement Agreement and Mutual Release and this Modification form the basis of any agreement between WPHL and CHL. 10. The parties acknowledge they have settled existing disputes between them and have entered into a Settlement Agreement and Mutual Release that is executed contemporaneously with this Modification. In the event of a conflict relating to the claims settled, the Settlement Agreement and Mutual Release shall govern. [SIGNATURE PAGE FOLLOWS] MODIFICATION OF JOINT OPERATING AGREEMENT - PAGE 5 OF 6

CENTRAL HOCKEY LEAGUE, INC. by: /s/ Horn Chen ------------------------------------- its: President ------------------------------------ WESTERN PROFESSIONAL HOCKEY LEAGUE, INC. by: /s/ Rick Kozuback ------------------------------------- its: President & CEO ------------------------------------ MODIFICATION OF JOINT OPERATING AGREEMENT - PAGE 6 OF 6

                                                                    Exhibit 10.8

                        CONSTRUCTION-TERM LOAN AGREEMENT

                                  by and among

                         MARSHALL FINANCIAL GROUP, LLC,
                      a Delaware limited liability company

                                       and

                          WENATCHEE EVENTS CENTER, LLC,
                     a Washington limited liability company


TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS...................................................... 1 Section 1.1 Defined Terms............................................. 1 ARTICLE II COMMITMENT TO MAKE ADVANCES, DISBURSEMENT PROCEDURES AND DEPOSIT OF FUNDS................................................ 5 Section 2.1 The Advances.............................................. 5 Section 2.2 Advance Requirements...................................... 5 Section 2.3 Disbursement Procedures for Advances...................... 6 Section 2.4 Deposit of Funds by Borrower.............................. 7 Section 2.5 Disbursements Without Receipt of Draw Request............. 7 Section 2.6 Interest Reserve.......................................... 8 Section 2.7 Intentionally Omitted..................................... 8 Section 2.8 Project Contingency....................................... 8 ARTICLE III CONDITIONS OF LENDING.......................................... 8 Section 3.1 Conditions Precedent to Lending........................... 8 Section 3.2 Further Conditions Precedent to All Advances.............. 11 Section 3.3 Conditions Precedent to the Final Advance................. 12 Section 3.4 Insurance................................................. 13 Section 3.5 Casualty/Destruction...................................... 15 Section 3.6 No Waiver................................................. 15 ARTICLE IV WARRANTIES, REPRESENTATIONS AND COVENANTS OF BORROWER........... 15 Section 4.1 Representations and Warranties............................ 15 Section 4.2 Covenants................................................. 17 Section 4.3 Negative Covenants........................................ 19 Section 4.4 Environmental Representation, Warranties and Covenants, and Indemnities........................................... 20 ARTICLE V EVENTS OF DEFAULT; RIGHTS AND REMEDIES........................... 21 Section 5.1 Event of Default Defined.................................. 21 Section 5.2 Rights and Remedies....................................... 24 ARTICLE VI MISCELLANEOUS................................................... 24 Section 6.1 Inspections............................................... 24

Section 6.2 Indemnification by Borrower............................... 25 Section 6.3 Fees...................................................... 25 Section 6.4 Addresses for Notices..................................... 25 Section 6.5 Amendments, Determinations by Lender, Consents, Etc....... 26 Section 6.6 Time of the Essence....................................... 26 Section 6.7 Waivers................................................... 26 Section 6.8 Remedies Cumulative....................................... 26 Section 6.9 Governing Law and Entire Agreement........................ 26 Section 6.10 Counterparts............................................. 26 Section 6.11 Term..................................................... 26 Section 6.12 Successors and Assigns................................... 26 Section 6.13 Offsets.................................................. 27 Section 6.14 Headings................................................. 27 Section 6.15 Accounting............................................... 27 Section 6.16 Not Joint Venturer....................................... 27 Section 6.17 Adequacy of Loan Proceeds................................ 27 Section 6.18 Participations........................................... 27 Section 6.19 Relationship to Other Documents.......................... 27 Section 6.20 Reappraisals............................................. 27 Section 6.21 Construction Signage..................................... 28

CONSTRUCTION-TERM LOAN AGREEMENT THIS CONSTRUCTION-TERM LOAN AGREEMENT ("AGREEMENT") is made and entered into this __ day of August 2007, by and among MARSHALL FINANCIAL GROUP, LLC, a Delaware limited liability company ("LENDER"), and WENATCHEE EVENTS CENTER, LLC, a Washington limited liability company ("BORROWER") and GLOBAL ENTERTAINMENT CORPORATION, a Nevada corporation ("GUARANTOR"). W I T N E S S E T H: WHEREAS, Borrower has requested that Lender extend to it a construction-term loan as more fully described in this Agreement (the "LOAN"); and WHEREAS, Lender has agreed to extend the Loan to Borrower upon the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 DEFINED TERMS. As used in this Agreement the defined terms in this ARTICLE I, and any other terms defined in this Agreement, i.e., those terms beginning with a capital letter, will have the meanings ascribed to each such term (such meanings to be equally applicable to both the singular and plural forms of the terms defined): (a) "ADVANCE" - An advance of the Commitment by Lender to Borrower pursuant to ARTICLE II hereof. (b) "AFFILIATE" - When used with reference to any Person, (a) each Person that, directly or indirectly, controls, is controlled by or is under common control with, the Person referred to, (b) each Person that beneficially owns or holds, directly or indirectly, 5% or more of any class of voting Equity Interests of the Person referred to, (c) each Person, 5% or more of the voting Equity Interests of which is beneficially owned or held, directly or indirectly, by the Person referred to, and (d) each of such Person's officers, directors, joint venturers and partners. For these purposes, the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Person in question, whether by contract, ownership of voting securities, membership interests or otherwise. (c) "AGREEMENT" - This Construction-Term Loan Agreement, including any amendment hereof or supplement hereto. 1

(d) "ARCHITECT" - The project architect as may be retained by Borrower: Sink Combs Dethlefs. (e) "ARCHITECT'S CONTRACT" - The agreement between Borrower and the Architect as to preparation of the Drawings and Specifications for the Project and the supervision of the construction of the Project. (f) "CERTIFICATE OF COMPLETION" - The certificate from General Contractor and/or Architect certifying those items referred to in Section 3.3(a) hereof. (g) "CITY" - City of Wenatchee, Washington. (h) "COMMITMENT" - The commitment of Lender to make advances to Borrower to construct the Project in an aggregate principal amount of up to and including FIFTY TWO MILLION AND NO/100 DOLLARS ($52,000,000.00). (i) "COMMITMENT TERMINATION DATE" - August __, 2009, or the date of the termination of Lender's Commitment pursuant to SECTION 5.2 hereof, whichever date occurs earlier. (j) "CONSTRUCTION CONTRACT" - The agreement between Borrower and the General Contractor for the construction of the Project. (k) "CONTRACTOR" - Any General Contractor, who shall be engaged to work on or to furnish materials, labor and supplies for the Project. (l) "DISBURSING AGENT" - Stewart Title Guaranty Company. (l) "DISBURSING AGREEMENT" - The Disbursing Agreement of even date herewith, executed by and between Borrower, Lender and the Disbursing Agent pertaining to the disbursement of the Advances to or on behalf of Borrower. (m) "DRAW REQUEST" - The Draw Request form that is submitted to Lender when Advances are requested in the form attached hereto as EXHIBIT A and incorporated herein by reference. (n) "DRAWINGS AND SPECIFICATIONS" - The drawings and specifications as may be prepared by the Architect for the Project. (o) "ENVIRONMENTAL INDEMNITY AGREEMENT" - The Environmental Indemnity Agreement of even date herewith from Borrower and Guarantor in favor of Lender. (p) "ENVIRONMENTAL LAWS" - Any international, federal, state or local statute, law, regulation, order, consent, decree, judgment, permit, license, code, covenant, deed restriction, common law, treaty, convention, ordinance or other requirement relating to public health, safety or the environment, including, without limitation, those relating to releases, discharges or emissions to air, water, land or 2

groundwater, to the withdrawal or use of groundwater, to the use and handling of polychlorinated biphenyls or asbestos, to the disposal, treatment, storage or management of hazardous or solid waste or Hazardous Substances or crude oil, or any fraction thereof, or to exposure to toxic or hazardous materials, to the handling, transportation, discharge or release of gaseous or liquid Hazardous Substances and any regulation, order, notice or demand issued pursuant to such law, statute or ordinance, in each case applicable to the Mortgaged Property of Borrower, including without limitation the following: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Re-authorization Act of 1986; (ii) the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984; (iii) the Hazardous Materials Transportation Act, as amended; (iv) the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976; (v) the Safe Drinking Water Act; (vi) the Clean Air Act, as amended; (vii) the Toxic Substances Control Act of 1976; (viii) the Occupational Safety and Health Act of 1977, as amended; (ix) the Emergency Planning and Community Right-to-Know Act of 1986; (x) the National Environmental Policy Act of 1975; (xi) the Oil Pollution Act of 1990; and any similar or implementing state law; and any other state or federal statute and any further amendments to these laws providing for financial responsibility for cleanup or other actions with respect to the release or threatened release of Hazardous Substances or crude oil, or any fraction thereof and all rules and regulations promulgated thereunder. (q) "EQUITY" - The difference between the Project Cost and the Commitment, being the amount Borrower is required to invest in the Project in accordance with the provisions of SECTION 3.1 of this Agreement. (r) "EVENT OF DEFAULT" - One of the Events of Default specified in SECTION 5.1 hereof. (s) "GUARANTOR" - Global Entertainment Corporation, a Nevada corporation. (t) "GUARANTY" - That certain Guaranty of Completion of even date herewith executed and delivered by Guarantor. (u) "GENERAL CONTRACTOR" - Hunt Construction Group, Inc. (v) "HARD COSTS" - The costs of constructing the Project that are set forth as Hard Costs on the Project Cost Statement. (w) "HAZARDOUS SUBSTANCE" - Any hazardous or toxic material, substance or waste, pollutant or contaminant that is regulated under any statute, law, ordinance, rule or regulation of any local, state, regional or federal authority having jurisdiction over the Mortgaged Property of Borrower, or its use, including, but not limited to any material, substance or waste, that is: (i) defined as a hazardous substance under any Environmental Laws; (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products; (iii) polychlorinated biphenyls; (iv) lead; (v) urea formaldehyde; (vi) 3

asbestos or asbestos containing materials; (vii) flammable explosives; (viii) infectious materials; (ix) radioactive materials; (x) mold; or (xi) defined or regulated as a hazardous substance or hazardous waste under any rules or regulations promulgated under any Environmental Laws. (x) "INSPECTING ENGINEER" - The inspecting engineer retained by the Lender: LM Consultants, Inc. (y) "LEASE" - Amended and Restated Lease with the Purchase Option Agreement dated May 30, 2007, made by Borrower as Lessor and WPFD, as Lessee. (z) "LOAN DOCUMENTS" - This Agreement, the Note, the Mortgage, the Guaranty, the Environmental Indemnity Agreement and all other security or collateral documents executed by Borrower and/or Guarantor in connection herewith or therewith for the benefit of Lender. (aa) "MORTGAGE" - The Deed of Trust of even date herewith, executed by Borrower to Lender creating a first priority mortgage on the Mortgaged Property and a security interest in all of the personal property located thereon as security for payment of the Note. (bb) "MORTGAGED PROPERTY" - The land and improvements (including the Project) situated in Chelan County, Washington, and other personal property located thereon, as more particularly described in the Mortgage. (cc) "NOTE" - The promissory note from Borrower to Lender of even date herewith in the original principal amount of FIFTY TWO MILLION AND NO/100 DOLLARS ($52,000,000.00). (dd) "PERSON" - Natural persons, corporations, limited liability companies, limited liability partnerships, limited liability limited partnerships, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions of those governments. (ee) "PROJECT" - The construction of Greater Wenatchee Regional Events Center on the Mortgaged Property as more fully described in the Lease, the Construction Contract and the Drawings and Specifications. (ff) "PROJECT BUDGET" - The total cost of completing the Project. (gg) "PROJECT COST" - Approximately $54,000,000.00 being the estimated amount necessary to complete the construction of the Project, including hard and soft costs. (hh) "PROJECT COST STATEMENT" - The certificate of Borrower in which Borrower certifies to Lender the total of all Hard Costs and Soft Costs necessary to complete the Project in accordance with the 4

Drawings and Specifications, and certifies to Lender the amount and source of Borrower's Equity, all as verified by Inspecting Engineer. (ii) "PROJECT DOCUMENTS" - Collectively the Construction Contract, the Architect's Contract, the Drawings and Specifications, the Sworn Construction Statement, the Project Cost Statement, and all other contracts of Borrower or the General Contractor with respect to the Project. (jj) "SOFT COSTS" - The cost of constructing the Project that are set forth as Soft Costs on the Project Cost Statement. (kk) "SUBSTANTIAL COMPLETION" - The date on which General Contractor and the Architect issue a Certificate of Substantial Completion of the Project and Borrower demonstrates compliance with the conditions of SECTION 3.3 of this Agreement. (ll) "SWORN CONSTRUCTION STATEMENT" - The form of document attached hereto as Exhibit C. (mm) "TITLE COMPANY" - Stewart Title Guaranty Company. (nn) "WPFD" - Greater Wenatchee Regional Events Center Public Facilities District, a Washington municipal corporation. ARTICLE II COMMITMENT TO MAKE ADVANCES, DISBURSEMENT PROCEDURES AND DEPOSIT OF FUNDS Section 2.1 THE ADVANCES. Lender agrees, on the terms and subject to the conditions hereinafter set forth, to make Advances to Borrower from time to time during the period from the date hereof to the Commitment Termination Date in an aggregate principal amount of up to and including the maximum amount of the Commitment, to pay for or to reimburse Borrower or its Affiliates, for the payment of the costs actually incurred in connection with the Project, that shall include but not be limited to costs of permits, licenses, labor, supplies, materials, services, equipment and insurance premiums, but shall not include any profit to Borrower acting in the capacity as developer or general contractor. The obligation of Borrower to repay the Advances shall be evidenced by the Note, containing the terms relating to maturity, interest rate, and other matters as set forth therein. All Advances shall be disbursed by the Disbursing Agent pursuant to the terms and conditions hereof and the Disbursing Agreement. As used herein, the term "Disburse" or "Disbursement" shall mean the disbursement of Advances made or to be made by the Disbursing Agent as provided herein and in the Disbursing Agreement. Section 2.2 ADVANCE REQUIREMENTS. Subject to the requirements of SECTION 2.3 below, Advances shall be made as follows: (a) INITIAL ADVANCE. Initial Advance shall be made in the total amount of 5

up to approximately $5,939,744.38 to be used for closing and other costs and expenses of the Project. (b) CONSTRUCTION ADVANCES. Construction Advances shall be made by Lender in the total amount of up to approximately $46,060,255.62 as provided in this Agreement. Construction Advances to be used for the development of the Project and as otherwise set forth in the Project Budget. Section 2.3 DISBURSEMENT PROCEDURES FOR ADVANCES. (a) Whenever Borrower desires to obtain an Advance hereunder, such requests to be made no more frequent than monthly, Borrower shall submit to Lender and the Disbursing Agent a Draw Request, duly executed on behalf of Borrower setting forth the information requested therein. Each Draw Request shall be submitted at least ten (10) business days before the date the Advance is desired. With respect to Hard Costs, each Draw Request shall be limited to amounts equal to (i) the total costs actually incurred and paid or owed by Borrower to the date of such Draw Request for work on the Project acceptably completed, as approved by Lender, plus (ii) the cost of materials and equipment not incorporated in the Project, but delivered to and suitably stored at the Project site, less (iii) 5 percent (5%) (or such lesser hold back as is authorized by Lender), which hold back shall be retained by Lender until Substantial Completion of the Project (the "RETAINAGE"), and less prior Advances. Notwithstanding anything herein to the contrary, no Advance for material stored at the Project site will be made by Lender unless Borrower shall advise Lender of its intention to so store materials prior to their delivery and provides suitable security for such storage. With respect to all Soft Costs, each Draw Request shall be limited to the total of such costs actually incurred by Borrower to the date of such Draw Request, less prior Advances for such costs. Each Draw Request shall be accompanied by a certification by the General Contractor that (i) the Project is being constructed in accordance with the Drawings and Specifications in a good and workmanlike manner and that the work has been completed and the materials are in place as indicated in the Draw Request, (ii) the undisbursed amount of the Commitment is in an amount sufficient to pay the remaining unpaid costs and expenses anticipated to complete the Project, and (iii) such other and further certificates, opinions, inspections, reports and other information as may be requested by Lender from time to time at its sole discretion. All Advances will be made in accordance with the amounts assigned to the various items in the Sworn Construction Statement and the Project Cost Statement (as amended from time to time to reflect authorized change orders), and no Advance will be made for any amount in excess of the values assigned such items in the Sworn Construction Statement and the Project Cost Statement. Each Draw Request shall constitute an affirmation by Borrower that, to its knowledge, all representations and warranties set forth in ARTICLE IV are true and correct as of the date of such Draw Request. (b) At the time of submission of each Draw Request, Borrower shall submit to Lender and the Disbursing Agent the following: 6

(i) A written lien waiver with respect to all Hard Costs from each Contractor for work done and materials supplied by it that were paid for pursuant to the preceding Draw Request. (ii) Documentation reasonably acceptable to Lender (receipts, canceled checks and the like) evidencing payment of all Soft Costs that were paid in connection with the immediately preceding Draw Request, excluding amounts drawn for payment of interest on the Advances or fees due to Lender. (iii)Such other supporting evidence as may be requested by Lender or the Disbursing Agent to substantiate all payments that are to be made out of the relevant Draw Request and/or to substantiate all payments then made with respect to the Project. (c) If on the date an Advance is desired Borrower has performed all of its agreements and complied with all requirements therefor to be performed or complied with hereunder including satisfaction of all applicable conditions precedent contained in ARTICLE III hereof, Lender shall transmit to the Disbursing Agent the amount of the requested Advance, less amounts owing to Lender (which will be applied directly by Lender), and the Disbursing Agent will disburse such funds pursuant to and in accordance with the terms of the Disbursing Agreement. Each Advance shall bear interest at the rate provided in the Note from the date such Advance is transmitted by Lender to the Disbursing Agent. Section 2.4 DEPOSIT OF FUNDS BY BORROWER. If Lender shall at any time determine that the undisbursed amount of the Commitment is less than the amount required to pay all costs and expenses of any kind that may be reasonably anticipated in connection with the Project, and if Lender shall thereupon send written notice thereof to Borrower specifying the amount required to be deposited by Borrower with the Disbursing Agent to provide sufficient funds to complete the Project, Borrower shall, within twenty (20) calendar days of receipt of any such notice, deposit with the Disbursing Agent the amount of funds specified in Lender's notice. Borrower shall also deposit with the Disbursing Agent, without demand by Lender, funds equal to any increase in the Project Cost resulting from an authorized change order. Borrower agrees that any funds deposited with the Disbursing Agent shall be disbursed by the Disbursing Agent before any further disbursements of the Commitment. Section 2.5 DISBURSEMENTS WITHOUT RECEIPT OF DRAW REQUEST. Notwithstanding anything herein to the contrary, so long as any Event of Default has occurred and remains outstanding, Lender, upon written notice to Borrower, shall have the irrevocable right at any time and from time to time to cause an advance of the Commitment or a disbursement of funds that are on deposit with Lender or the Disbursing Agent to pay principal or interest on the Note as and when said payments become due and to pay any and all costs and expenses referred to in SECTION 6.03 hereof, and following the occurrence of an uncured Event of Default to pay any and all costs and expenses necessary to complete the Project, or to 7

satisfy any obligation of Borrower pursuant to the terms of this Agreement or the other Loan Documents, all without receipt of a Draw Request from Borrower. Section 2.6 INTEREST RESERVE. A sum in the amount of ($2,329,066.00) shall be unfunded and reserved for the funding of interest owed on the Loan (the "INTEREST RESERVE"). Funds shall be advanced for the payment of accrued interest on Borrower's request, except as provided in SECTION2.05 above. It is the intent of the parties hereto, that all Advances made pursuant to a Draw Request shall include, but not be limited to, an Advance from the unfunded Interest Reserve to pay interest then due under the Loan. It is the further intent of the parties hereto that in the event an interest payment is due under the terms of the Note but (i) no Draw Requests has been made; or (ii) a Draw Request has been submitted such that the interest payment cannot be timely made as part of the Draw Request, THEN Lender may draw from the Interest Reserve to pay such accrued interest then due. If at any time the Interest Reserve is exhausted or Lender determines, at its sole discretion, it is insufficient due to interest rate adjustments, Borrower will, within 10 calendar days of Lender's request, deposit with Lender an amount sufficient for the funding of interest payments over the remaining term of the Loan. Section 2.7 Intentionally Omitted. Section 2.8 PROJECT CONTINGENCY. A sum in the amount of $1,252,035.00 shall be unfunded and reserved for Project Cost overruns. ARTICLE III CONDITIONS OF LENDING Section 3.1 CONDITIONS PRECEDENT TO LENDING. The obligation of Lender to make the initial Advance hereunder shall be subject to the condition precedent that Borrower shall be in compliance with the conditions contained in SECTION 3.2 and the further condition precedent that Lender shall have received the following: (a) The Note, Mortgage, Guaranties, UCC Financing Statements, Environmental Indemnity Agreement and other Loan Documents to which Borrower and/or Guarantor as required hereunder are party duly executed and delivered to Lender, all of which shall be reasonably satisfactory to Lender and Lender's legal counsel in form and content. (b) A current appraisal prepared by a state licensed appraiser approved by Lender indicating an appraised value of the Mortgaged Property as follows: minimum initial value of Land of at least $1,740,000.00, as well as "as built" projected appraised value of the Project of at least $53,100,000.00. The appraisal shall be addressed to Lender and state that it has been prepared on Lender's behalf. The form of the appraisal and the appraisal methods shall otherwise be reasonably satisfactory to Lender and shall conform to all requirements of State and Federal law. Upon completion of construction, at the expense of Borrower, the appraiser shall reinspect and recertify the value of the Mortgaged Property "as built." 8

(c) A "marked-up commitment" for a mortgagee's title insurance policy duly endorsed by the Title Company that: (i) names Lender as primary insured in the full principal amount of the Commitment; (ii) insures the Mortgage to be a valid first lien on the Mortgaged Property; and (iii) is free from exceptions for (1) matters that would be disclosed by a survey or inspection, (2) mechanics', contractors' or materialmen's liens and lien claims, (3) rights and claims of parties in possession, (4) easements or claims of easements not shown by the public records, and (5) other exceptions not specifically approved by Lender and as set forth in EXHIBIT B to the Mortgage. All real estate taxes are current and all levied and pending assessments not delinquent as of the date of the Mortgage shall be paid in full. The policy shall include a Form 3.0 zoning endorsement, an ALTA Form 9 comprehensive endorsement, and such other endorsements as Lender may reasonably require under the circumstances. (d) An ALTA survey of the Mortgaged Property, satisfactory to Lender and the Title Company, prepared by a registered land surveyor, which will include the legal description and area of the Mortgaged Property, show and certify to the perimeter lot lines, dimensions and vectors, the location of all existing footings, foundations and improvements, utilities, easements, rights of way, building set back lines, curb lines and encroachments, as may be applicable, and the intended location of the Project according to the Drawings and Specifications to be submitted and approved by Lender as provided herein. Said survey shall be prepared for Lender's and the Title Company's benefit and shall be certified by the surveyor in form reasonably acceptable to Lender and Title Company. The survey shall be updated, as reasonably necessary to show the footings or foundations of the Project when the footings or foundation is completed, and shall be updated again to show the location of the "AS-BUILT" Project prior to the final disbursement of Loan proceeds. (e) Copies of all building and other permits necessary for construction of the Project. Lender shall also receive a certificate of the Architect or engineer to the effect that all permits required by any governmental authority for construction and operation of the Project have been obtained. (f) Evidence satisfactory to Lender that the Project complies with all building codes and zoning and subdivision ordinances applicable thereto, and that the Project and its use thereof are in compliance with all other state, federal, and local laws and regulations. (g) Copies of the contracts between Borrower and the Architect, and between Borrower and the General Contractor, as well as the contracts between the General Contractor and all major subcontractors as identified on Exhibit B attached hereto. The Construction Contract shall be a fixed-price or maximum-cost contract. All such contracts shall be in form reasonably satisfactory to Lender and Lender's legal counsel and shall, together with the Drawings and Specifications, be assigned to Lender. The Architect, the General Contractor, and any subcontractors or other contractors, if required by Lender, shall consent to such assignments. Borrower shall also provide to Lender any contract entered into by Borrower, or any proposed tenants or franchisees doing business on the property of Borrower, directly with 9

any contractor, engineer, architect or professional concerning the provision of materials and/or labor and/or services to the Project. (h) Current financial statements, certified as true and correct by the party giving the same. All such financial statements shall (i) indicate all assets, liabilities, contingent liabilities and income, and (ii) include separate financial statements for each significant asset (e.g., if partnership interests are shown as an asset, the financial statements of the partnership shall also be provided). All financial and credit information must be satisfactory to Lender in form and substance. (i) Satisfactory soil test borings and soil reports that are acceptable to Lender. (j) Written evidence from the proper municipal authorities and public utility companies that all utilities, sewage and related services are or will be available to the Mortgaged Property upon completion of the Project. (k) All reciprocal easement agreements, maintenance agreements, and other easements relating to the Mortgaged Property as Lender or Lender's legal counsel may require, if any, for parking, access, utility and other purposes, all of which shall be reasonably satisfactory to Lender and Lender's legal counsel in form and content. (l) Evidence reasonably satisfactory to Lender that no petroleum product or other Hazardous Substance is present on the Mortgaged Property, and that no asbestos-containing products, urea-formaldehyde foams or PCB's are being used in the construction of the Project. Such evidence shall include a Phase I Environment Report and a Phase II Environmental Report, prepared by a licensed engineer or other qualified environmental consultant reasonably acceptable to Lender. The report shall be addressed to Lender and state that it was prepared for Lender. If the report indicates that petroleum products or other Hazardous Substances are present, the report shall identify such materials and shall analyze (including cost and time factors) recommended methods of removal. Borrower warrants that no asbestos containing-products, urea-formaldehyde foam insulation or PCB's will be used in the construction or equipping of the Project. (m) The Sworn Construction Statement, completed and executed by General Contractor based on the current Drawings and Specifications as part of the Contractor's Sworn Construction Statement of even date herewith. (n) The Project Cost Statement. (o) An Estoppel from WPFD in form acceptable to Lender. (p) Intentionally Omitted. (q) Assignment of that certain Amended and Restated Lease With Purchase Option Agreement between Borrower and WPFD dated May 30, 2007. 10

(r) Evidence prepared by an independent accountant that Borrower has injected $2,000,000.00 of cash Equity into the Project. (s) Evidence of the financial and legal capacity of the City to perform its commitment to guarantee shortfalls in rent payments due under the Lease and to contribute $4,000,000 of the puchase price if WPFD exercises its purchase option under the Lease, including (without limiting the generality of the foregoing) current financial statements in form acceptable to Lender, an acceptable analysis of the taxing capacity of the City, and an opinion of the City's bond counsel as to the enforceability of the Lease and such guarantee, the agreement to make such contribution and all related City obligations with respect to the Lease. (t) Evidence that the developer fee payable to International Coliseum Company in connection with the Project, in the amount of $250,000, has been forfeited. (u) Evidence that Guarantor will subordinate to the Loan the payment of $380,000 of its project management fee until Project completion, and will convert an additional $200,000 of such fee to be used as additional contingency which may be paid upon Borrower reaching certain construction milestones, provided, however, that any project management fee in excess of $580,000 shall be payable in the ordinary course of business. (v) Evidence that BBP Two LLC has agreed to defer payment of $971,000 of Project costs that are to be reimbursed by Borrower until the Loan is paid in full, and receipt of a subordination of such payment rights to the repayment of the Loan. (w) Evidence satisfactory to Lender that Borrower has expended or has deposited with the Disbursing Agent not less than the amount of the required Equity in payment of costs and expenses incurred in connection with the Project that would be otherwise properly payable from an Advance, together with satisfactory lien waivers for Hard Costs paid with such funds. (x) Evidence of stockholder equity of Guarantor in a total amount of not less than $9,000,000.00 (excluding receivables from affiliates or related entities). Evidence of such tangible net worth shall be provided on an internally prepared financial statement prepared in accordance with Generally Accepted Accounting Principles ("GAAP"). (y) Evidence of liquidity (in the form of cash or cash equivalents, time deposits and marketable securities) of Guarantor in a total amount of not less than $3,500,000.00. Evidence of such liquidity shall be prepared by a third party acceptable to Lender (via bank statements or statements provided by a broker-dealer). (z) The Disbursing Agreement, duly executed by the Disbursing Agent, Borrower and Lender in form and substance acceptable to Lender in its sole discretion. (aa) Delivery of a payment and performance bond from General Contractor, 11

together with a dual oblige rider naming Lender, in form and substance acceptable to Lender in its sole discretion. (bb) Payment to Lender of a commitment fee of $780,000.00 to be disbursed on closing from the loan proceeds. (cc) Guarantor will deliver an irrevocable letter of credit from an institution and in a form acceptable to Lender in the amount of $1,250,000.00 to serve as additional collateral and which may be used to cure an Event of Default. Section 3.2 FURTHER CONDITIONS PRECEDENT TO ALL ADVANCES. The obligation of Lender to make an Advance hereunder including each subsequent Advance shall be subject to the condition precedent that Borrower shall be in compliance with all conditions set forth in SECTION 3.1 and further conditions precedent that on the date of each Advance: (a) No Event of Default hereunder, or event that would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing and all representations and warranties made by Borrower in ARTICLE IV shall continue to be true and correct as of the date of such Advance. (b) No determination shall have been made by Lender that the undisbursed amount of the Commitment is less than the amount required to pay all costs and expenses of any kind that may be anticipated in connection with the Project; or if such a determination has been made and notice thereof sent to Borrower, Borrower has deposited the necessary funds with the Disbursing Agent or Lender in accordance with SECTION 2.3 hereof. (c) The disbursement requirements of SECTION 2.2 hereof and of the Disbursing Agent set forth in the Disbursing Agreement have been satisfied. (d) If required by Lender or Disbursing Agent, Lender and the Disbursing Agent shall be furnished with an updated Sworn Construction Statement for the Project. (e) Borrower shall have provided to Lender such evidence of compliance with all applicable provisions of this Agreement as Lender may reasonably request. (f) No license or permit necessary for the construction of the Project shall have been revoked or the issuance thereof subjected to challenge before any court or other governmental authority having or asserting jurisdiction thereover. Section 3.3 CONDITIONS PRECEDENT TO THE FINAL ADVANCE. The obligation of Lender to make the final Advance and to release the Retainage shall be subject to the condition precedent that Borrower shall be in compliance with all conditions set forth in SECTIONS3.1 and 3.2 and, further, that the following conditions shall have been satisfied: (a) The Project, including all landscape and parking requirements, has been substantially completed in accordance with the Drawings and 12

Specifications and evidenced by a Certificate of Completion delivered to Lender and Lender shall have received a Certificate of Completion from the General Contractor and the Architect certifying that (i) the construction of the Project has been substantially completed in accordance with the Drawings and Specifications (with the exception of any minor items ["PUNCH LIST ITEMS"]) (ii) all labor, services, materials and supplies used in the Project have been paid for or will be paid for from the proceeds of the final Advance and (iii) the completed Project conforms with all applicable zoning, land use planning, building and environmental laws and regulations of the governmental authorities having jurisdiction over the Project and the Mortgaged Property. The General Contractor shall also deliver to Lender a list of Punch List Items acceptable to Lender, specifying dates by which the Punch List Items shall be completed, together with General Contractor's written contract to complete the Punch List Items as specified. The amount of the final Advance and/or the Retainage to be released shall be reduced by an amount equal to110% of the scheduled value of the Punch List Items, which sum shall be held by Lender pending the completion of the Punch List Items to the satisfaction of Lender. (b) Lender has received each of the following documents and approvals, each of which shall be satisfactory to Lender and Lender's legal counsel: (i) An as-built survey; (ii) A final Sworn Construction Statement executed by the General Contractor and Borrower; (iii)A final Certificate of Occupancy or equivalent issued by the appropriate municipal or governmental inspecting authority; (iv) All necessary and appropriate Inspecting certifications; (v) An approval for disbursement from the Inspecting Engineer after its final inspection of the Project. (vi) A title endorsement from the Title Company that reflects the absence of any liens or other matters affecting title that are objectionable to the Lender. (vii)Final lien waivers executed by the General Contractor and all subcontractors. Section 3.4 INSURANCE. Borrower shall obtain and shall continuously maintain thereafter the following policies of insurance: DURING CONSTRUCTION AND PRIOR TO COMPLETION BUILDER'S RISK INSURANCE - Builder's Risk Insurance written on a completed value basis in an amount equal to the full replacement cost of the building and improvements at the date of completion with coverage available on the 13

so-called non-reporting "all risk" form of policy, including coverage against collapse and water damage, with standard non-contributing mortgagee clauses, such insurance to be in such amounts and form and written by such companies as shall be approved by Lender which approval shall not be unreasonably withheld, conditioned or delayed, and the insurance certificates evidencing such policies (together with appropriate endorsement thereto, evidence of payment of premiums thereon and written agreements by the insurer or insurers therein to give Lender thirty (30) days' prior written notice of any intention to cancel). CONTRACTOR'S LIABILITY - Contractor's Comprehensive General Liability Insurance [including operations, product liability, contingent liability operations, operations of subcontractors, completed operations, contractual liability insurance and comprehensive automobile liability insurance (including hired and non-owned liability)] and with combined single limit and general aggregate coverage for personal and bodily injury and property damage of at least $1,000,000.00 for each occurrence, $2,000,000.00 general aggregate and with $2,000,000.00 excess liability coverage. WORKER'S COMPENSATION - Statutory worker's compensation coverage in the required amounts. FLOOD - Flood insurance if any part of the Mortgaged Property now (or subsequently determined to be) is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and amendment or successor act thereto) in an amount at least equal to the lesser of the full replacement cost of all buildings and equipment on the Mortgaged Property, the outstanding principal amount of the Note or the maximum limited of coverage available with respect to the buildings and equipment under said Act; AFTER COMPLETION ALL RISK - All risk/open perils special form property insurance with extended coverages including any building contents, sprinkler coverage, Contingent Operations of Building Laws/Ordinance or Law Endorsement (including demolition cost, loss to undamaged portions of any buildings and increased cost of construction) with limits of 100% replacement cost and with no co-insurance provision or if the insurance carrier requires, co-insurance provisions with an agreed amount endorsement in amount acceptable to Lender, and with no exclusions for terrorism or terrorist acts. BOILER AND PRESSURE VESSELS - Insurance against loss or damage from i) leakage of sprinkler systems and ii) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in any improvements on the Mortgaged Property and including broad form boiler and machinery insurance (without exclusion for explosion) covering all boilers 14

or other pressure vessels, machinery and equipment (including electrical equipment, sprinkler systems, heating and air conditioning equipment, refrigeration equipment and piping) located in, on or about the Mortgaged Property and any improvements thereon in an amount at least equal to the full replacement cost of such equipment and the building or buildings housing the same; RENTS/INCOME - Rents Loss or Business Interruption insurance covering risk of loss due to the occurrence of any hazards insured against under the required fire and extended coverage insurance in an amount equal to one (1) year's loss of income as such income may change from time to time due to changes in income from the Mortgaged Property; FLOOD - Flood insurance if any part of the Mortgaged Property now (or subsequently determined to be) is located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and amendment or successor act thereto) in an amount at least equal to the lesser of the full replacement cost of all buildings and equipment on the Mortgaged Property, the outstanding principal amount of the Note or the maximum limited of coverage available with respect to the buildings and equipment under said Act; CGL - Commercial general public liability insurance (including product liability, completed operations, contractual liability, host liquor liability, broad form property damage, and personal injuries, including death resulting therefrom) and with combined single limit and general aggregate coverage for personal and bodily injury and property damage of at least $1,000,000.00 for each occurrence, $2,000,000.00 general aggregate and with $2,000,000.00 excess liability coverage. Maximum deductible on all coverages and policies shall be no greater than $10,000.00. The insurance carrier must be rated A, Class XII, or better, by Best's Rating Service. Such insurance policies shall be written on forms and with insurance companies satisfactory to Lender, shall be in amounts sufficient to prevent Borrower from becoming a co-insurer of any loss thereunder, shall insure Lender as a first mortgagee on the casualty and business interruption/loss of rents coverage under a standard mortgagee clause and shall name Lender as an "additional insured" on all required liability coverages and policies. Insurance certificates evidencing such insurance and evidence of payment of premiums thereon and written agreements by the insurer or insurers therein to give Lender thirty (30) days' prior written notice of any intention to cancel. If no such copy is available, Lender will accept a binder for a period not to exceed ninety (90) days. Borrower shall, within thirty (30) days prior to the expiration of any such policy, deliver insurance certificates evidencing the renewal of such insurance together with evidence of the payment of current premiums therefor. Any vacancy, change of title, tenant occupancy or use, physical damage, additional improvements or other factors affecting any insurance contract must be promptly reported to Lender. All binders, certificates of insurance, and original or certified copies of policies must name Borrower as a named insured, or as an additional insured, must include the complete and accurate property address and must bear the original signature of the issuing insurance agent. In the event of a foreclosure or trustee's sale under the Mortgage or any acquisition of the Mortgaged Property by Lender all 15

such policies and any proceeds payable therefrom, whether payable before or after a foreclosure sale, or during the period of redemption, if any, shall become the absolute property of Lender to be utilized at its discretion. In the event of foreclosure or the failure to obtain and keep any required insurance Borrower empowers Lender to effect the above insurance upon the Mortgaged Property at Borrower's expense and for the benefit of Lender in the amounts and types aforesaid for a period of time covering the time of redemption from sale, and if necessary therefore, to cancel any or all existing insurance policies. Borrower agrees to pay Lender such fees as may be permitted under applicable law for the reasonable costs incurred by Lender in determining, from time to time, whether the Mortgaged Property are located within an area having special flood hazards. Such fees shall include the fees charged by any organization providing for such services. Section 3.5 CASUALTY/DESTRUCTION. In the event of any fire, accident or other casualty causing loss, damage or destruction to the Mortgaged Property, or any part thereof, any and all insurance proceeds received in respect thereof in excess of $100,000.00 shall be held by Lender in trust, so long as no Event of Default has occurred and is continuing, and shall be made available to Borrower and disbursed from time to time to Borrower and/or its Affiliates to repair and restore any such damage pursuant to Lender's disbursement procedures which are generally utilized by Lender for construction loans to its customers. Section 3.6 NO WAIVER. The making of any Advance prior to fulfillment of any condition thereof shall not be construed as a waiver of such condition, and Lender reserves the right to require fulfillment of any and all such conditions prior to making any subsequent Advance. ARTICLE IV WARRANTIES, REPRESENTATIONS AND COVENANTS OF BORROWER Section 4.1 REPRESENTATIONS AND WARRANTIES. Borrower and Guarantor represent and warrant as follows: (a) The Loan Documents to which Borrower is and/or Guarantor are party have been duly executed and delivered to Lender by Borrower and/or Guarantor, as applicable, and each Loan Document constitutes the legal, valid and binding obligations of Borrower and/or Guarantor enforceable in accordance with the terms thereof (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors' rights generally). (b) The Project and the intended use thereof for the purpose and in the manner contemplated by this Agreement to Borrower's and Guarantor's knowledge are permitted by and comply in all material respects with all presently applicable use or other restrictions and requirements in prior conveyances, zoning ordinances and all development, pollution control, water conservation, environmental and other laws, regulations, rules and ordinances of the United States and the State of Washington and the respective agencies thereof, and the political subdivision in which the Mortgaged Property is located. 16

(c) There is no suit, action or proceeding pending or, to the knowledge of Borrower and/or Guarantor threatened against or affecting Borrower and/or Guarantor before or by any court, arbitrator, administrative agency or other governmental authority that if adversely determined would materially and adversely affect Borrower and/or Guarantor, or the businesses, properties, operations, assets or condition (financial or otherwise) of Borrower and/or Guarantor or the validity of any of the transactions contemplated by the Loan Documents, or Borrower's and/or Guarantor's ability to perform the obligations hereunder or thereunder or as contemplated hereby or thereby. (d) Borrower and Guarantor have filed all federal and state tax returns and informational reports required to be filed, which returns properly reflect the taxes owed by them for the period covered thereby and Borrower and Guarantor have paid all taxes that are due pursuant to said returns and paid all present installments of any assessments, fees and other governmental charges upon it or upon its property. (e) No consent, approval or authorization of or permit or license from or registration with or notice to any federal or state regulatory authority or any third party, to Borrower's and Guarantor's knowledge, is required in connection with the making or the performance of the Loan Documents, the Project, or with respect to any other aspect of the Project or the Mortgaged Property, or, if so required, such consent, approval, authorization, permit or license has been requested and obtained or such registration made or notice given or such other appropriate action taken on or prior to the date hereof (other than with respect to the occupancy of the Mortgaged Property that cannot be obtained until completion of the Project) except for interim certificates, permits and approvals to be issued during the course of construction. (f) Borrower is not and Guarantor is not in default of a material provision under any material agreement, instrument, decree or order to which either is a party or to which any parties' property are bound or affected. (g) There has been no material adverse change in the financial condition of Borrower or Guarantor since the date of certification of Borrower's and Guarantor's financial statements previously delivered to Lender. Section 4.2 COVENANTS. On and after the date hereof and until payment in full of the Note and payment and performance of all other obligations of Borrower hereunder, and so long as any portion of the Loan referenced herein remain in effect, Borrower agrees as follows: (a) The Mortgaged Property shall comply with all applicable restrictions, conditions, ordinances, regulations and laws of governmental departments and agencies having jurisdiction over the Mortgaged Property, and shall not violate any private restrictions or covenants or encroach upon or interfere with easements affecting the Mortgaged Property, and that Borrower will commence and carry on continuously, diligently and with reasonable dispatch, the construction of the Project in conformance to the Drawings and Specifications, free from 17

all mechanic's, laborer's and material man's liens and in a good and workmanlike manner, and complete the same prior to the maturity date of the Note. (b) To keep, perform, enforce and maintain in full force and effect all of the terms, covenants, conditions and requirements of the Project Documents (other than immaterial terms approved by Lender in the reasonable exercise of its discretion); not to amend, modify, supplement, terminate, cancel or waive any of the terms, covenants, conditions or requirements of any of said documents without the prior written consent of Lender; and to execute and deliver such amendments, modifications, supplements and extensions of said documents as may be reasonably requested by Lender. (c) To use all commercially reasonable efforts to require the General Contractor and each Contractor to comply with all rules, regulations, ordinances and laws bearing on its conduct in the construction of the Project. (d) To furnish to Lender as soon as possible and in any event within ten (10) days after Borrower has obtained knowledge of the occurrence of an event that would constitute an Event of Default hereunder or a violation of any of the covenants or obligations of Borrower under this Agreement or that would cause any of the representations or warranties hereunder to be false or misleading in any respect, or an event that with the giving of notice or lapse of time or both would constitute an Event of Default, that is continuing on the date of such statement, in which case Borrower shall deliver a signed statement setting forth the details of such violation or event and the action that has been taken, is being taken, or that Borrower proposes to take, to correct the same. (e) To hold Lender harmless, and Lender shall have no liability or obligation of any kind to Borrower, creditors of Borrower or any third party, in connection with any defective, improper or inadequate workmanship performed in or about, or materials supplied to the Mortgaged Property, or any mechanic's, supplier's or material man's liens arising as a result of such defective, improper or inadequate workmanship or materials, and upon Lender's request, to replace or cause to be replaced, any such defective, improper or inadequate workmanship or materials. (f) To pay and discharge all taxes, assessments and governmental charges or levies imposed upon Borrower or upon its income or profits, or upon its assets or properties, prior to the date on which penalties attach thereto, and all lawful claims that, if unpaid, might become a lien or charge upon the property or assets of Borrower; provided, however, that Borrower shall not be required to pay any such tax, assessment, charge, levy or claim, the payment of which is being contested in good faith and by proper proceedings and for which it shall have set aside adequate reserves. (g) To keep the Mortgaged Property and all improvements, buildings and fixtures thereon in good working order and condition. 18

(h) As soon as available, and within one hundred twenty (120) days after the end of each calendar year, a copy of the annual financial statements of Borrower, that shall include the balance sheet of Borrower as at the end of such year and related statements of income and expenses, statement of changes in financial position, a statement of changes in capital accounts and a statement of allocation of distribution of profits and losses of Borrower, all in reasonable detail, prepared in accordance with GAAP (or tax accounting reconciled to GAAP) and reviewed by a reputable accounting firm. Such statements shall be accompanied by the annual federal income tax returns of Borrower, including all schedules, for the preceding taxable year as filed with the Internal Revenue Service unless an extension has been obtained for filing taxes and then within thirty (30) days after final filing. (i) As soon as available, and within one hundred twenty (120) days after the end of each calendar year, Guarantor will provide to Lender, a current financial statement of Guarantor which statement shall include an itemization of all assets and liabilities of the Guarantor scheduled by item and type, all investments and contingent liabilities and adequate to disclose the net worth of Guarantor at such point in time. Such financial statement shall be personally certified by Guarantor and shall be accompanied by the annual federal income tax returns of Guarantor, including all schedules and K-1s as applicable, for the preceding taxable year as filed with the Internal Revenue Service unless an extension has been obtained for filing taxes and then within thirty (30) days after final filing. (j) Beginning with the first quarter after the completion of the Project, as soon as available, and within thirty (30) days after the end of each quarter, a copy of the quarterly financial statement of Borrower that shall include the balance sheet of Borrower as at the end of such quarter and related statements of income and expenses, statement of changes in financial position, a statement of changes in capital accounts and a statement of allocation of distribution of profits and losses of Borrower, all in reasonable detail, prepared in accordance with GAAP (or tax accounting reconciled to GAAP). (k) Guarantor shall maintain throughout the term of the Loan, unrestricted liquidity in a total amount for Guarantor of not less than $3,500,000.00 in cash, cash equivalents, time deposits and marketable securities. Evidence of such liquidity shall be prepared by a third party reasonably acceptable to Lender (via bank statements or statements provided by a broker-dealer), and shall be provided to Lender at loan closing and quarterly no less than forty-five (45) days following the end of each quarter. (l) Within ten (10) days after Lender's request therefor, Borrower shall deliver to Lender such other information as Lender may reasonably request from time to time. (m) Borrower shall maintain and preserve its existence as a limited liability company or other form of business organization, as the case may be, and all rights, privileges, licenses, patents, patent rights, 19

copyrights, trademarks, trade names, franchises and other authority to the extent material and necessary for the conduct of its respective business in the ordinary course as conducted from time to time. Without at least 30 days prior written notice Borrower shall not (i) change its legal name, (ii) change its state of organization, or (iii) change the location of its chief executive office. (n) Guarantor must maintain a level of stockholder equity of no less than $8,000,000.00 to be measured on a quarterly basis on internally prepared financial statements prepared according to GAAP and provided to Lender no less than 60 days following the of each quarter; provided, however, that such minimum level shall increase to $9,000,000.00 as of July 31, 2008. Section 4.3 NEGATIVE COVENANTS. Borrower agrees that without the prior written consent of Lender: (a) Borrower shall not grant any security interest in the Mortgaged Property or any part thereof, or create or permit to be created or allow to exist any mortgage, encumbrance or other lien upon the Mortgaged Property. (b) Borrower shall not agree or consent to any material changes in the Project Documents; provided however, changes to the Project Documents which do not affect the aesthetics or diminish the value of the Project and which are in an amount not exceeding $100,000 in the aggregate shall not require Lender consent or approval or be in violation of this section. (c) Borrower shall not incorporate in the Project any materials, fixtures or property that are subject to the claims of any other person, whether pursuant to conditional sales contract, security agreement, lease, mortgage or otherwise. (d) Borrower shall not assume, guaranty, or become an obligor or surety for the obligations of any third party except for those certain payment obligations undertaken and assumed by Borrower in the aggregate principal amount of $2,283,303.96 pursuant to the terms set forth in Section 4 of that certain Tri-Party Agreement dated May 17, 2007 made by and among Blodgett Construction Associates, Inc., a Washington corporation, BBP Two, LLC, a Washington limited liability company, Bethlehem Construction, Inc., a Washington corporation and Borrower. (e) Borrower shall not incur any indebtedness other than the Loan and trade payables in the ordinary course of its business and that certain indebtedness in the aggregate principal amount of $2,283,303.96 as evidenced by that certain promissory note payable to Bethlehem Construction, Inc. as required by Section 4 of said Tri-Party Agreement. Section 4.4 ENVIRONMENTAL REPRESENTATION, WARRANTIES AND COVENANTS, AND INDEMNITIES. To induce Lender to make and fund the Loan, Borrower and Guarantor hereby represent, warrant, covenant and agree as follows: 20

(a) That, except as heretofore disclosed to Lender in writing (i) the Mortgaged Property has never been used by Borrower or to their knowledge by any previous owners or occupants or current occupants to generate, manufacture, refine, transport, treat, store, handle or dispose of any Hazardous Substances and no such Hazardous Substances exist on the Mortgaged Property or in its soil or groundwater (other than those utilized during the course of construction of the Project), (ii) the Project will not be constructed with asbestos, asbestos containing materials, urea formaldehyde insulation or any other chemical or substance that has been determined to be a hazard to health and/or the environment, (iii) there does not presently exist, nor to best of their knowledge have there been in the past, electrical transformers or other equipment that have dielectric fluid-containing polychlorinated biphenyls (PCBs) located in, on or under the Mortgaged Property, (iv) to their knowledge, the Mortgaged Property has never contained any underground storage tanks, (v) neither Borrower nor Guarantor have received or have knowledge of any summons, citation, directive, letter or other communication, written or oral, from any local, state or federal governmental agency concerning the existence of Hazardous Substances on the Mortgaged Property or in the immediate vicinity of the Mortgaged Property or the releasing, spilling, leaking, pumping, pouring, emitting, emptying, or dumping of Hazardous Substances onto the Mortgaged Property or into waters or other lands. (b) That Borrower shall (i) comply and shall cause all occupants of the Mortgaged Property to comply with all federal, state and local laws, rules, regulations and orders with respect to the discharge, generation, removal, transportation, storage and handling of Hazardous Substances, (ii) remove any Hazardous Substances immediately upon discovery of the same in accordance with applicable laws, ordinances and orders of governmental authorities having jurisdiction thereof, (iii) pay or cause to be paid all costs associated with such removal, (iv) prevent the migration of Hazardous Substances from or through the Mortgaged Property onto or under other properties, (v) keep the Mortgaged Property free of any lien imposed pursuant to any state or federal law, rule, regulation or order in connection with the existence of Hazardous Substances on the Mortgaged Property, (vi) not install or permit to be incorporated into any improvements in the Mortgaged Property or to exist in or on the Mortgaged Property any asbestos, asbestos containing materials, urea formaldehyde insulation or any other chemical or substance that has been determined to be a hazard to health and/or the environment, (vii) not cause or permit to exist, as a result of an intentional or unintentional act or omission on the part of Borrower, or any occupant of the Mortgaged Property, a releasing, spilling, leaking, pumping, emitting, pouring, emptying or dumping of any Hazardous Substances onto the Mortgaged Property or into waters or other lands, and (viii) give all notifications and prepare all reports required by Environmental Laws or any other law with respect to Hazardous Substances existing on, released from or emitted from the Mortgaged Property. Without limiting the generality of the foregoing, Borrower shall remidiate all Hazardous Substances identified in the Phase 2 Environmental Site Assesment prepared by Cascade Earth Services ("CES") dated August 1, 2007 (the "Phase 2 Report") in accordance with the remediation plan prepared by CES and 21

meeting the substantive requirements of the Model Toxics Control Act (Chapter 70.105D RCW), and thereafter obtain a No Further Action Determination from the State of Washington Department of Ecology under its Voluntary Cleanup Program. (c) That if either Borrower or Guarantor fail to diligently dispose of or secure any Hazardous Substance after discovery thereof in full compliance with all applicable laws and regulations, Lender may at its option, but without any obligation whatsoever, proceed to so dispose of or secure the Hazardous Substance or take such other action necessitated or resulting therefrom at the cost and expense of Borrower. Borrower and Guarantor further agree that in the Event of Default or if any Hazardous Substance is discovered in, on or under the Mortgaged Property or is attributable to or affects the Mortgaged Property, Borrower and Guarantor shall, at their expense, permit an environmental inspection, audit, assessment, or other testing or monitoring of the Mortgaged Property, for the sole benefit of Lender, to be conducted by Lender or by an independent agent selected by Lender. (d) Borrower and Guarantor acknowledge and agree that their obligations under this SECTION 4.4 are not and shall not be deemed to constitute mortgage debt, that such obligations are not secured by the Mortgage, and that such obligations shall not be terminated or otherwise affected by the sale of the Mortgaged Property in satisfaction or partial satisfaction of the Note, any foreclosure of the Mortgage or by any proceeding or deed in lieu of foreclosure or by any payment or performance of any other indebtedness or obligation or by any passage of title to Lender or by any disposition by Lender of all or any part of the Mortgaged Property or by any other action or thing, including any anti-deficiency provisions of applicable law, and that such obligations are totally independent of and unaffected by the terms of any Loan Documents or other writing or agreement, and Borrower and Guarantor specifically forever waive any and all claims and defenses to the contrary. The obligations of Borrower and Guarantor under this SECTION 4.4 shall survive payment of the Note. ARTICLE V EVENTS OF DEFAULT; RIGHTS AND REMEDIES Section 5.1 EVENT OF DEFAULT DEFINED. As used herein, the term Event of Default shall include each or all of the following events: (a) Borrower shall fail to pay any principal or interest due under the Note or any other amount payable hereunder when due. (b) Borrower or Guarantor shall default in the performance of any agreement, term, provision, condition, or covenant required to be performed or observed by Borrower or Guarantor hereunder or under the Loan Documents (other than non payment and other than a covenant or agreement or default that is elsewhere in this Agreement or in the Loan Documents specifically dealt with) required to be performed or observed by Borrower or Guarantor hereunder or any other Loan Document or other agreement with or in favor of Lender which is not cured 22

within thirty (30) days of delivery of written notice of default, or if the breach is of such a nature that it cannot reasonably be cured or remedied within the thirty (30) day period, the time period for cure shall be extended for such period as may be necessary to cure such failure with reasonable diligence, but not to exceed ninety (90) days after such written notice. (c) Any financial information, statement, certificate, representation or warranty given to Lender by Borrower (or any of their representatives) or Guarantor in connection with entering into this Agreement or the other Loan Documents and/or any borrowing hereunder, or required to be furnished under the terms hereof or the Loan Documents, shall prove to be untrue in any material respect (as determined by Lender in the exercise of its reasonable judgment) as of the time when given. (d) Borrower or Guarantor (or their respective Affiliates) shall be in default under the terms of any loan agreement, promissory note, guaranty, lease, conditional sales contract or other agreement, document or instrument evidencing, governing or securing any indebtedness owing by Borrower or Guarantor to Lender or any of its Affiliates, and the period of grace, if any, to cure said default shall have passed, unless such default or the underlying claim is being contested by Borrower or Guarantor based on a legitimate, good faith argument and Borrower or Guarantor has bonded or reserved sufficient monies to satisfy such default or underlying claim. (e) Borrower or Guarantor shall be in default under the terms of any loan agreement, promissory note, lease, conditional sale contract or other agreement, document or instrument evidencing, governing or securing any indebtedness in excess of $100,000 owed by Borrower or Guarantor to any third party, and the period of grace, if any, to cure said default shall have passed, unless such default or the underlying claim is being contested by Borrower or Guarantor based on a legitimate, good faith argument and Borrower or Guarantor have bonded or reserved sufficient monies to satisfy such default or underlying claim. (f) Any final judgment shall be obtained against Borrower or Guarantor that, together with all other outstanding unsatisfied judgments against Borrower or Guarantor shall exceed the sum of $100,000 and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days following the date of entry thereof, unless such default or the underlying claim is being contested by Borrower or Guarantor based on a legitimate, good faith argument and Borrower or Guarantor has bonded or reserved sufficient monies to satisfy such default or underlying claim. (g) Borrower or Guarantor shall cease to exist (ii) Guarantor shall attempt to revoke Guarantor's Guaranty or Guaranty becomes unenforceable in whole or in part for any reason; or (iii) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit of creditors, shall be commenced by Borrower or any Guarantor under any federal or state law; or (iv) if an order for relief under any present or future federal bankruptcy act or similar state or federal law shall be entered against Borrower or Guarantor, or if a petition or answer requesting or proposing the entry of such 23

order for relief or the adjudication of Borrower or Guarantor as a debtor or a bankrupt or its or their reorganization under any present or future state or federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty (60) days after the filing thereof or; (v) Borrower or Guarantor shall become the subject of any out-of-court settlement with substantially all of its creditors; or (vi) Borrower or Guarantor is unable or admits in writing its inability to pay its debts as they mature. (h) There is a material adverse change in the financial condition of Borrower or Guarantor, or in any collateral securing the Loan. (i) Borrower shall enter into any merger or consolidation transaction, or liquidate or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or a substantial part of its property, business, or assets, except as permitted by this Agreement or unless the prior written consent of Lender is first obtained. (j) A survey shows that the Project encroaches upon any easements, unvacated street, building or parking set-backs, or upon any adjoining property to an extent deemed material by Lender. (k) The construction of the Project is abandoned or shall be unreasonably delayed or be discontinued for a period of forty-five (45) consecutive calendar days or such number of days as is deemed to be reasonable by Lender under the particular circumstances of the delay, in each instance, for reasons other than acts of God, fire, storm, strikes, blackouts, labor difficulties, riots, inability to obtain materials, equipment or labor, governmental restrictions or any similar cause over that Borrower is unable to exercise control. (l) Lender shall determine that additional sums are to be deposited with Lender to provide for the completion of the Project and Borrower shall fail to deposit such sums as required by said SECTION 2.4 of this Agreement. (m) Borrower has failed to inject additional equity or provide additional collateral as required under SECTION 7.20. (n) All or any portion of the Project or the Mortgaged Property, or the legal, equitable or any other interest therein, shall be sold, transferred, assigned, leased or otherwise disposed of except as permitted by this Agreement or unless the prior written consent of Lender is first obtained. (o) At the time any Advance is requested by Borrower, the title to the Mortgaged Property is not reasonably satisfactory to Lender, regardless of whether the lien, encumbrance or other question existed at the time of any prior Advance. (p) The Project is materially damaged or destroyed by other casualty and the loss, in the reasonable judgment of Lender, is not adequately covered by insurance actually collected or in the process of collection. 24

(q) Borrower and the General Contractor shall fail to comlete the "Value Engineering Changes" under Section 5.2.2 of the General Contract, and Borrower shall fail to deliver an executed Sworn Construction Statement which reflects such "Value Engineering Changes", within 120 days of the date hereof. (r) An Event of Default occurs under any of the Loan Documents. Reference is hereby made to the Loan Documents for additional occurrences constituting an Event of Default hereunder. Section 5.2 RIGHTS AND REMEDIES. Upon the occurrence of an Event of Default Lender may, at its option, exercise any and all of the following rights and remedies (and any other rights and remedies available to it): (a) Lender may terminate the Commitment and any further obligation to fund Advances hereunder. (b) Lender may, by written notice to Borrower, declare immediately due and payable all unpaid principal of and accrued interest on the Note, together with all other sums payable hereunder, and the same shall thereupon be immediately due and payable without presentment or other demand, protest, notice of dishonor or any other notice of any kind, all of which are hereby expressly waived; provided, however, that upon the filing of a petition commencing a case naming Borrower and/or Guarantor as debtor under the United States Bankruptcy Code, the principal of and all accrued interest on the Note shall be automatically due and payable without any notice to or demand on Borrower or any other party. (c) Lender shall have the right, in addition to any other right of set-off, upon prior written notice to Borrower, to apply any amounts Borrower has deposited with Lender against any sums due pursuant to the Note and Mortgage. (d) In addition to and not in lieu of all other rights and remedies hereunder, if Lender has not received, within 10 days of written notice, any financial information, statement and/or certificate, required to be furnished under the terms hereof or the Loan Documents, Lender shall have the right to assess a late fee in the amount of $25 per document, per day. (e) Lender shall have the right, in addition to any other rights provided by law or in equity, to enforce its rights and remedies under the Loan Documents. ARTICLE VI MISCELLANEOUS Section 6.1 INSPECTIONS. Borrower shall be responsible for making inspections of the Project during the course of the construction of the Project 25

and shall determine to its own satisfaction that the work done or the materials supplied by the Contractors to whom payment is to be made out of each Advance has been properly done or supplied in accordance with the applicable contracts with such Contractors. If any work or materials supplied by a Contractor are not satisfactory to Borrower, Borrower will immediately notify Lender in writing of such fact. It is expressly understood and agreed that Lender or Inspecting Engineer may conduct such inspections of the Project as Lender may reasonably deem necessary for the protection of Lender's interest, and that any such inspections of the Project by Lender or Inspecting Engineer will be made and will be issued solely for the benefit and protection of Lender, and that Borrower will not be entitled to rely thereon, but shall reimburse Lender for any out-of-pocket costs and expenses associated therewith. Section 6.2 INDEMNIFICATION BY BORROWER. Borrower shall bear all loss, expense (including reasonable attorneys' fees) and damage in connection with and agrees to indemnify and hold harmless Lender, its agents, servants and employees for, from and against all claims, demands and judgments made or recovered against Lender, its agents, servants and employees, because of bodily injuries, including death, at any time resulting therefrom, and/or because of damages to property of Lender or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in connection with the Project or the operation of the Mortgaged Property, whether or not due to any act of omission or commission, including negligence of Borrower or any Contractor or of their employees, servants or agents, except for Lender's gross negligence and willful misconduct. Borrower's liability hereunder shall not be limited to the extent of insurance carried by or provided by Borrower or subject to any exclusions from coverage in any insurance policy. The obligations of Borrower under this SECTION 6.2 shall survive the repayment of the Note. Whenever Borrower is obligated to indemnify or defend Lender under the terms of this Agreement or under the terms of any other Loan Document, such indemnity obligations shall run to the favor of Lender and its directors, officers, employees, agents, contractors, subcontractors, licensees, invitees, successors and assigns. Section 6.3 FEES. Borrower shall reimburse Lender upon demand for all costs and expenses including without limitation, reasonable attorneys' fees, appraisal fees (including reasonable appraisal fees incurred by Lender under SECTION 6.20 of this Agreement), survey fees, inspection fees, closing charges, documentary or tax stamps, recording and filing fees, Inspecting Engineer fees, insurance premiums and service charges, paid or incurred by Lender in connection with (i) the preparation, negotiation, approval, execution and delivery of the Loan Documents, and any other documents and instruments related hereto or thereto, (ii) the negotiation of any amendments or modifications to any of the foregoing documents, instruments or agreements and the preparation of any and all documents necessary or desirable to effect such amendments or modifications, (iii) the review and approval of documents submitted to Lender pursuant to any of the provisions hereof including the Draw Requests to be submitted in accordance with SECTION 2.2 hereof, and (iv) the enforcement by Lender during the term hereof or thereafter of any of the rights or remedies of Lender hereunder or under any of the foregoing documents, instruments or agreements or under applicable law, including, without limitation, reasonable costs and expenses of collection of any amount due to Lender under the Note or any of the Loan Documents, whether or not suit is filed with respect thereto and whether such costs are paid or incurred, or to be paid or incurred, prior to or after entry of judgment, and all reasonable costs and expenses including all 26

reasonable attorneys' fees incurred by Lender as a result of the bankruptcy or insolvency of Borrower. Section 6.4 ADDRESSES FOR NOTICES. All notices and other communications provided for hereunder shall be in writing (including telegraphic communication) and mailed or delivered, if to Borrower, at its address: c/o Global Entertainment Corp., 4909 E McDowell Road, Suite 104, Phoenix, AZ 85008; if to Guarantor at its address: 4909 E McDowell Road, Suite 104, Phoenix, AZ 85008; and if to Lender, at its address: 225 South Sixth Street, Suite 2900, Minneapolis, MN 55402, Attention: Commercial Real Estate Department, or as to each party, at such other address as shall be designated by such party in a written notice to the other party. All such notices and communications shall, when mailed or delivered, be effective when deposited in the mails or delivered to Borrower, Guarantor or Lender, addressed as aforesaid. Section 6.5 AMENDMENTS, DETERMINATIONS BY LENDER, CONSENTS, ETC. This Agreement and the Loan Documents may not be amended or modified, nor may any of their terms (including, without limitation, terms affecting the maturity of or rate of interest on the Note) be modified or waived, except by written instruments signed by Lender, Borrower and/or Guarantor, as applicable. In any instance where the consent or approval of Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Lender under this Agreement or under any Loan Document, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision shall be made or exercised by Lender at its sole and exclusive option and in its sole and absolute discretion. Section 6.6 TIME OF THE ESSENCE. Time is of the essence in the performance of this Agreement. Section 6.7 WAIVERS. No waiver by Lender of any right or remedy hereunder shall operate as a waiver of any other right or remedy, or of the same right or remedy on a future occasion. No delay on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude other or future exercise thereof or the exercise of any other right or remedy. Section 6.8 REMEDIES CUMULATIVE. The rights and remedies herein specified of Lender are cumulative and not exclusive of any rights or remedies that Lender would otherwise have at law or in equity or by statute. Section 6.9 GOVERNING LAW AND ENTIRE AGREEMENT. Borrower, Guarantor and Lender, by their execution of this Agreement, expect and intend that this Agreement be governed by and construed under the laws of the State of Washington and Borrower, Guarantor and Lender consent to the jurisdiction of the State of Washington for all purposes. The Loan Documents contain the entire agreement of the parties on the matters covered herein and therein. Section 6.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but such counterparts shall together constitute one and the same instrument. 27

Section 6.11 TERM. This Agreement, and the terms and conditions hereof, shall survive the execution and delivery of the Note and other Loan Documents and shall remain in full force and effect until the Note is paid in full. The representations, warranties, covenants and agreements of Borrower and Guarantor survive the execution and delivery of the Note and other Loan Documents, and where applicable, survive the repayment of the Note. Section 6.12 SUCCESSORS AND ASSIGNS. This Agreement, and the terms and provisions hereof, shall be binding upon Borrower and Guarantor and each of its respective heirs, successors and permitted assigns, and shall inure to the benefit of Lender, its successors and assigns; provided, however, that Borrower may not transfer or assign this Agreement, including, without limitation, its right to borrow hereunder, without the prior written consent of Lender. Section 6.13 OFFSETS. As additional security for the payment of the Note and the other obligations of Borrower under this Agreement and the other Loan Documents and any other obligations of Borrower to Lender of any nature whatsoever (collectively the "OBLIGATIONS"), Borrower hereby grants to Lender a security interest in, a lien on and an express contractual right to set off against all depository account balances, cash and any other property of Borrower now or hereafter in the possession of Lender. Lender may, at any time upon the occurrence of an Event of Default hereunder (notwithstanding any notice requirements or grace/cure periods under this or other agreements between Borrower and Lender) set off against the Obligations as are then due or have been accelerated, all upon contemporaneous notice or demand of any kind to Borrower. Section 6.14 HEADINGS. The descriptive headings for the several Sections of this Agreement are inserted for convenience only and shall not define or limit any of the terms or provisions hereof. Section 6.15 ACCOUNTING. Unless otherwise expressly provided herein, or unless Lender otherwise consents in writing, all accounting terms used herein that are not expressly defined in this Agreement shall have the meanings respectively given to them in accordance with generally accepted accounting principles and all financial statements and reports furnished to Lender hereunder shall be prepared, and all computations and determinations pursuant hereto shall be made, in accordance with generally accepted accounting principles and practices, consistently applied. Section 6.16 NOT JOINT VENTURER. Lender is not, and shall not by reason of any provision of any of the Loan Documents, be or be deemed to be a joint venturer with or partner or agent of Borrower. Section 6.17 ADEQUACY OF LOAN PROCEEDS. Lender has not made, nor shall it be deemed to have made, any representation or warranty that the Commitment is or will be sufficient to complete the Project. Section 6.18 PARTICIPATIONS. Lender may, in its sole discretion, sell in whole or in part, assign and convey to one or more financial institutions undivided participation interests in and to the Loan and the Loan Documents and Borrower hereby consents to the same, and the disclosure of all financial information of Borrower necessary to effectuate the same. 28

Section 6.19 RELATIONSHIP TO OTHER DOCUMENTS. The warranties, covenants and other obligations of Borrower and the rights and remedies of Lender that are outlined in this Agreement and the other Loan Documents are intended to supplement each other. In the event of any inconsistencies in any of the terms in this Agreement and/or the Loan Documents, all terms shall be cumulative so as to give Lender the most favorable rights set forth in the conflicting documents. Section 6.20 REAPPRAISALS. Lender shall have the right (but not the obligation) to obtain an update of the existing appraisal of the Mortgaged Property or a new appraisal of the Mortgaged Property for the sole benefit of Lender but at the sole cost and expense of Borrower under the following circumstance: (a) If, for any reason development of the Project is delayed by more than forty-five (45) days beyond the development schedule Lender may obtain, at the Borrower's expense, one or more new or updated appraisals of the Project by an appraiser acceptable to Lender. If the estimated as-improved market value of the Project, as reported in the new or updated appraisal, results in a ratio of aggregate Loan advances to Project value that is greater than 98%, the Borrower shall within 5 business days of Lender's demand inject additional cash equity or provide additional collateral acceptable to Lender to reduce such ratio to 98% or less. In any such event, Borrower shall fully cooperate with Lender and Lender's appraiser as may be necessary and shall allow Lender and/or Lender's appraiser complete access to the Mortgaged Property for the purpose of completing such appraisal of the Mortgaged Property. Section 6.21 CONSTRUCTION SIGNAGE. To the extent permitted by law, during construction, Lender may place a sign on the Mortgaged Property specifying that it is participating in the financing of the Project. Further, Lender may publicize the financing and may include a general description of the Project in publicity releases. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES, EXCEPT THOSE CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND LENDER. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND LENDER, WHICH OCCURS AFTER RECEIPT BY YOU OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON. 29

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. LENDER: MARSHALL FINANCIAL GROUP, LLC, a Delaware limited liability company By: /s/ Tim Ring ----------------------------------- Name: Tim Ring Its: Authorized Signatory BORROWER: WENATCHEE EVENTS CENTER, LLC, a Washington limited liability company Name: /s/ J. Craig Johnson --------------------------------- Its: CFO GUARANTOR: GLOBAL ENTERTAINMENT CORPORATION, a Nevada corporation Name: /s/ J. Craig Johnson --------------------------------- Its: CFO 30

                                                                    Exhibit 10.9

                              AMENDED AND RESTATED
                      LEASE WITH PURCHASE OPTION AGREEMENT
                                     between
                          WENATCHEE EVENTS CENTER, LLC
                                    (Lessor)

                                       and
                    GREATER WENATCHEE REGIONAL EVENTS CENTER
                           PUBLIC FACILITIES DISTRICT
                                    (Lessee)

                                       and
                                CITY OF WENATCHEE
                                    (Obligor)
                                  May 30, 2007

TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS .......................................................2 1.1 "ADA"..................................................................2 1.2 "Affiliate"............................................................2 1.3 "Agreement"............................................................2 1.4 "Architect"............................................................2 1.5 "Business Day".........................................................2 1.6 "Calendar Year"........................................................2 1.7 "Closing"..............................................................2 1.8 "Closing Date".........................................................2 1.9 "Construction Contract"................................................2 1.10 "Construction Documents"...............................................2 1.11 "Construction Drawings"................................................3 1.12 "Construction Lender"..................................................3 1.13 "Construction Loan" o.................................................3 1.14 "Contingency"..........................................................3 1.15 "Contract Documents"...................................................3 1.16 "Contract Savings".....................................................3 1.17 "Contractor(s)"........................................................3 1.18 "Design Development"...................................................3 1.19 "Detailed Specifications"..............................................3 1.20 "Drawings".............................................................3 1.21 "Effective Date".......................................................3 1.22 "Environmental Conditions".............................................4 1.23 "Environmental Reports"................................................4 1.24 "Environmental Law"....................................................4 1.25 "Escrow Agent".........................................................4 1.26 "Final Completion Date"................................................4 1.27 "Final Completion of Public Facilities District Improvements (or Final Completion)"................................................4 1.28 "General Construction Contract"........................................5 1.29 "General Contractor"...................................................5 1.30 "Hazardous Substances".................................................5 1.31 "Indemnified Parties"..................................................6 1.32 "Land".................................................................6 1.33 "Law"..................................................................6 1.34 "Lease"................................................................6 1.35 "Lease Payment Date"...................................................6 1.36 "Lease Payments".......................................................6 1.37 "Leased Premises"......................................................6 1.38 "Lessee" or "Public Facilities District".......,.......................6 1.39 "Lessee's Architectural Representative"................................7 1.40 "Lessor"...............................................................7 1.41 "Mandatory Improvements"...............................................7

1.42 "Mediator".............................................................7 1.43 "Permit(s)"............................................................7 1.44 "Permit Allowance".....................................................7 1.45 "Permitted Exceptions".................................................7 1.46 "Person"...............................................................7 1.47 "Personal Property"....................................................7 1.48 "PFD"..................................................................7 1.49 "Project"..............................................................7 1.50 "Project Budget........................................................7 1.51 "Project Requirements".................................................8 1.52 "Project Schedule".....................................................8 1.53 "Property".............................................................8 1.54 "Public Facilities District Improvements"..............................8 1.55 "Punch-list"...........................................................8 1.56 "Real Property"........................................................8 1.57 "Regional Events Center"...............................................8 1.58 "Requirements of Law"..................................................8 1.59 "Savings"..............................................................8 1.60 "Schematic Design Documents"...........................................8 1.61 "Service Contracts"....................................................9 1.62 "Stated Contingency"...................................................9 1.63 "Substantial Completion Date"..........................................9 1.64 "Substantial Completion of Public Facilities District Improvements"....9 1.65 "Substantially Complete" or "Substantially Completed"..................9 1.66 "Taxes"...............................................................10 1.67 "Title Company".......................................................10 1.68 "Title Policy"........................................................10 1.69 "Unavoidable Delay"...................................................10 1.70 "Warranty Period".....................................................10 ARTICLE II GREATER WENATCHEE REGIONAL EVENTS CENTER DEVELOPMENT..............11 2.1 Development of Public Facilities District Improvements................11 2.2 Parking Requirements..................................................11 ARTICLE III DESCRIPTION OF PROPERTY..........................................11 3.1 Agreement to Lease....................................................11 3.2 Agreement to Purchase.................................................11 3.3 Identification of Personal Property...................................12 3.4 Service Contracts.....................................................12 3.5 Ice Rink Fixtures and Equipment.......................................12 ARTICLE IV DUE DILIGENCE.....................................................12 4.1 Project Information..................................................................12 ARTICLE V CONSTRUCTION OF REGIONAL EVENTS CENTER IMPROVEMENTS................12 5.1 Construction of Public Facilities District Improvements...............12 5.2 [This Section intentionally left blank.]..............................12

5.3 Schedule for Design and Construction..................................13 5.4 Selection of Development Team for Project.............................13 5.5 Plans and Specifications..............................................13 5.6 Dispute Resolution Process............................................14 5.7 Permits; Costs; Compliance with Legal Requirements....................15 5.8 Construction Contract.................................................15 5.9 Construction of Project...............................................16 5.10 Changes to the Work...................................................17 5.11 Inspections...........................................................17 5.12 Construction Loans....................................................18 5.13 Termination of Agreement..............................................18 5.14 As-Built Plans and Specifications; Manuals; Warranties; Permits and Licenses.........................................................18 5.15 Construction Covenants and Warranties.................................18 5.16 Disclaimer............................................................20 5.17 Enforcement of Warranties.............................................21 5.18 Architect's Administration of the Contract............................22 5.19 Project Manager.......................................................22 ARTICLE VI LEASE TERM........................................................22 ARTICLE VII LEASE PAYMENTS...................................................23 7.1 Lease Payments........................................................23 7.2 Additional Rent.......................................................24 7.3 Defeasance............................................................24 ARTICLE VIII USE.............................................................24 8.1 Use of Premises.......................................................24 8.2 Quiet Enjoyment.......................................................25 ARTICLE IX ABSOLUTE NET LEASE................................................25 9.1 Absolute Net Lease....................................................25 9.2 Lease - Non-terminable................................................25 9.3 Taxes and Utility Charges.............................................26 9.4 Compliance with Laws..................................................26 9.5 Lessee's Right to Contest.............................................26 ARTICLE X ENVIRONMENTAL CONDITION OF THE PROPERTY............................27 10.1 Environmental Information.............................................27 10.2 Lessor's Representations and Warranties Regarding Environmental Conditions...........................................................27 10.3 Survival..............................................................27 10.4 Supersedure...........................................................27 ARTICLE XI REPRESENTATIONS AND WARRANTIES....................................28 11.1 Lessor's Representations and Warranties...............................28 11.2 Lessee's Representations and Warranties...............................29

ARTICLE XII POSSESSION.......................................................29 ARTICLE XIII FIRE AND EXTENDED COVERAGE INSURANCE............................30 ARTICLE XIV LIENS............................................................30 ARTICLE XV OPTIONS TO PREPAY LEASE AND PURCHASE LEASED PREMISES..............30 15.1 Option to Purchase....................................................30 15.2 Exercise of Option....................................................31 15.3 Conveyance of Leased Premises.........................................31 15.4 Option to Partially Prepay Lease......................................31 15.3 Option Not Exercised..................................................31 15.6 Title to Real Property................................................31 15.7 Title to Personal Property and Intangible Property....................32 ARTICLE XVI CLOSING..........................................................32 16.1 Closing Procedures....................................................32 16.2 Delivery by Lessor....................................................32 16.3 Delivery by Lessee....................................................34 16.4 Proration's...........................................................34 16.5 Costs and Expenses....................................................34 16.6 Recordation...........................................................35 16.7 Effect of Damage or Destruction of Property...........................35 ARTICLE XVII DESTRUCTION OF LEASED PREMISES..................................35 ARTICLE XVIII DEFAULT; REMEDIES..............................................35 18.1 Corrective Work.......................................................35 18.2 Specific Performance..................................................36 18.3 Waiver................................................................36 ARTICLE XIX MISCELLANEOUS....................................................36 19.1 Incorporation of Recitals; Definitions................................36 19.2 Notices...............................................................36 19.3 Amendment, Waiver, Assignment.........................................37 19.4 Lessee's Disclaimer...................................................38 19.5 Survival..............................................................38 19.6 Captions..............................................................38 19.7 Brokerage Fees........................................................38 19.8 Joint Venture.........................................................38 19.9 Severability..........................................................39 19.10 Further Assurances....................................................39 19.11 Merger of Prior Agreements............................................39 19.12 Fair Construction.....................................................39 19.13 Authority.............................................................39 19.14 Time is of the Essence................................................39 19.15 Arbitration...........................................................39

19.16 Non-Waiver of Governmental Rights.....................................39 19.17 Agreement for Exclusive Benefit of Lessor and Lessee..................40 19.18 Interest on Past-Due Obligations......................................40 19.19 Governing Law.........................................................40 19.20 Memorandum of Agreement...............................................40 EXHIBITS Exhibit A Legal Description of Land -- Regional Events Center Improvements Exhibit B Construction Documents for Regional Events Center Improvements Exhibit C Legal Description - Ice Rink Property Exhibit D Schedule of Fixtures and Equipment Exhibit E Project Budget (Revised) Exhibit F First Revised Project Schedule Exhibit G List of Environmental Reports Exhibit H Lease Payments (Revised)

LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE WTTH PURCHASE OPTION AGREEMENT (the "Agreement") is made and entered into as of this 30th day of May, 2007, by and between WENATCHEE EVENTS CENTER, LLC, a Washington limited liability company ("Lessor"), and GREATER WENATCHEE REGIONAL EVENTS CENTER PUBLIC FACILITIES DISTRICT, a Washington municipal corporation ("Lessee" or "Public Facilities District"), and the CITY OF WENATCHEE, a Washington Municipal Corporation ("Obligor") with reference to the following facts: RECITALS A. On June 15, 2006 Lessee was formed by an inter-local agreement to create a regional (nine-jurisdiction) public facilities district ("PFD"). B. Lessee is interested in constructing and leasing a regional events center to be located in Wenatchee. C. Lessor is the contract purchaser pursuant to a real estate purchase and sale agreement for the purchase of the real property described on Exhibit "A" which sale shall be closed by purchaser on or before August 1, 2007. Failure to close as set forth herein shall be deemed a material default subject to enforcement pursuant to Article XVIII of this Agreement. D. Lessor proposes to design, develop, finance, construct, complete and thereafter lease to Lessee a regional events center with associated parking area to be constructed on privately owned property of Lessor in Wenatchee, Washington. E. Lessee is interested in leasing a regional events center facility to achieve multiple public facilities district objectives including, but not limited to, improving the financial stability and general economic vitality of the district, increasing tax revenues, creating jobs, providing artistic and cultural opportunities and important public spaces for the residents of the district F. Lessee's desire to lease the regional events center is on the express condition, among others, that construction of the project commence in accordance with RCW 82.14.390, not later than February 1, 2007, which condition has been satisfied. G. Lessee desires to lease from Lessor and Lessor desires to lease to Lessee the Property (as hereinafter defined) on the terms and conditions set forth herein. H. Lessee is authorized by RCW Chapter 35.57 to lease, acquire and transfer real and personal property, and intends to finance its lease or purchase of the regional events center facility and associated parking area with the proceeds of tax exempt financing, to be repaid in part with sales taxes received pursuant to RCW Chapter 82.14.

I. BBP Two, TLC was originally identified as Lessor in the September 28, 2006 original Lease Agreement. This Amended and Restated Lease with Purchase Option Agreement is entered into as a replacement for the original Lease Agreement which has been terminated by mutual agreement of BBP Two, LLC and the Public Facilities District. NOW, THEREFORE, in consideration of the mutual covenants, conditions and provisions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings: 1.1 "ADA" means the Americans With Disabilities Act of 1990, 42 U.S.C. Section 1201, et seq., as amended from time to time. 1.2 "Affiliate" means any Person or entity related to, owned by, in common ownership with or affiliated with a person or entity that is a parent company or constituting a shareholder or member of a person or in which such Person has or holds an equity or other interest. 1.3 "Agreement" means this Amended and Restated Lease With Purchase Option Agreement, as the same may be amended, supplemented or modified from time to time. 1.4 "Architect" means Sink Combs Dethlefs Architects, collectively, or such other architect licensed to practice in the State of Washington as may from time to time be hired by Lessor in connection with the design of the Regional Events Center Improvements. 1.5 "Business Day" means any day other than a Saturday, Sunday or legal holiday that Lessee's offices are open. 1.6 "Calendar Year" means a calendar year commencing with January 1 and ending with December 31. 1.7 "Closing" means the delivery of documents and funds to the Escrow Agent with appropriate instructions that are necessary for the completion of the lease and/or purchase of the Property in accordance with the terms and conditions of this Agreement. 1.8 "Closing Date" means the date on which the Closing occurs. 1.9 "Construction Contract" means the General Construction Contract for construction services entered into by Lessor, and the General Contractor, for construction of the Public Facilities District Improvements. 1.10 "Construction Documents" means the Final Public Facilities District approved Construction Drawings and related Project Manual, inclusive of Division 1 General 2

Requirements and Technical Divisions 2 through 14 for the Public Facilities District Improvements approved by Lessor and Lessee for the construction of the Public Facilities District Improvements, including technical drawings, schedules, diagrams, plans and specifications setting forth in detail the requirements for construction, itemization of furniture, fixtures, equipment and furnishings to be installed and providing information customarily required for the use of the building trades and the general construction contract for construction of the Public Facilities District Improvements. The Construction Documents shall be revised to reflect the Project as described in the Project Budget (revised), Exhibit "E" to this Agreement 1.11 "Construction Drawings" means Drawings setting forth in detail the requirements for the construction of the Public Facilities District Improvements. 1.12 "Construction Lender" means the financial lending institution selected by the Lessor. 1.13 "Construction Loan" means a loan obtained from the Construction Lender for the purpose of paying Project construction costs. o 1.14 "Contingency" means Stated Contingency and Design Contingency. 1.15 "Contract Documents" means the documents identified in the General Construction Contract as "contract documents." 1.16 "Contract Savings" means the amount, if any, by which a bid accepted for each major subcontract element identified in the Project Budget is less than the amount for the major subcontract element in the Project Budget, plus the amount of unused Stated Contingency as of the Final Completion of the Public Facilities District Improvements. 1.17 "Contractor(s)" means the General Contractor and any other construction contractors with whom Lessor contracts for construction of all or any portion of the Project 1.18 "Design Development" means that phase of design of the Project providing for development of plans and specifications for the Project based upon the Schematic Design Documents; as such term is generally understood in the construction industry. 1.19 "Detailed Specifications" means the Final Public Facilities District approved written detailed requirements for materials, equipment, construction systems, standards and workmanship for the construction of the Project as issued by the Architect as Final Construction Documents for the Project. 1.20 "Drawings" means all graphic and pictorial documents depicting the design, location and dimensions of the elements of the Public Facilities District Improvements and also include itemization of furniture, fixtures, equipment and furnishings to be installed and include plans, elevations, sections, details, schedules and diagrams for the Public Facilities District Improvements. 1.21 "Effective Date" means the date this Lease was entered into as set forth above. 3

1.22 "Environmental Conditions" means conditions involving the presence of Hazardous Substances in soil, surface waters, groundwater and sediments. 1.23 "Environmental Reports" means all environmental reports, audits, sampling results and other information in Lessor's possession or control regarding the Environmental Conditions, a complete listing of which is set forth on Exhibit G attached to this Agreement. 1.24 "Environmental Law" means, as amended from time to time, local, state or federal laws, rules, ordinances, regulations, applicable permits and applicable orders now or hereafter enacted relating to (a) the protection of human health or the environment or (b) the use, storage, generation, production, treatment, emission, discharge, remediation, removal or disposal of Hazardous Substances; including, without limitation, the Federal Comprehensive Environmental Response Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et 02., and the Washington Model Taxies Control Act, RCW Chapter 70.105D. 1.25 "Escrow Agent' means First American Title Insurance Company, or another nationally recognized title insurance company selected by Lessor and not objected to by Lessee which shall act as the escrow agent and provide the title insurance policies to be delivered in connection with the Closing. 1.26 "Final Completion Date" means total Project will be substantially complete not later than September 17, 2008. 1.27 'Final Completion of Public Facilities District Improvements (or Final Completion)" means the date by which the following events have occurred: (a) Certificate of Occupancy. The City of Wenatchee shall have issued a final unconditional certificate of occupancy for the Public Facilities District Improvements permitting their use and occupancy as a regional events center and it is available for occupancy and normal operations. (b) Contractor's Certification. The contractor shall have issued its "Certificate of Substantial Completion" for the Public Facilities District Improvements together with its Affidavit of Payment of Debts and Claims, AIA Forms 706 and 706A together with final waivers and releases of lien in form satisfactory to Lessee from such material men, laborers, contractors and subcontractors as Lessee may require. (c) Punch-list Items Completed. Following Substantial Completion of the Public Facilities District Improvements, Lessor, the Architect and Lessee shall prepare a Punch-list for the Public Facilities District Improvements. All Punch-list items for the Public Facilities District Improvements shall have been completed to the reasonable satisfaction of Lessee, or if not completed, the parties shall have agreed upon a holdback of 150% of the cost estimated by Lessee to complete the Punch-list items. (d) Construction Lessor shall have provided evidence reasonably satisfactory to Lessee that all construction costs for the Public Facilities District Improvements have been paid in full including evidence of full payment for any Personal Property. The issuance of the Title Policy insuring the Lessee 4

against any material or labor liens and the submission of invoices with evidence of payment by Lessor shall be evidence acceptable to Lessee of the payment of all construction costs. (e) No Construction Liens. The period for filing construction liens for the Public Facilities District Improvements shall have expired or releases or discharges of construction liens in form and substance satisfactory to Lessee have been obtained by the contractor in accordance with the articles and conditions of the construction contract for the Public Facilities District Improvements. (f) As-Built Plans and Specifications. Lessor shall have provided Lessee with a complete and detailed set of "as-built" plans and specifications for the Project (to be provided on CAD or other format satisfactory to Lessee) together with all technical, service, instruction and procedure manuals, warranties, permits and licenses and an as- built survey of the Real Property showing all improvements located thereon. 1.28 "General Construction Contract" means the agreement between the Lessor and the General Contractor; for construction of the Public Facilities District Improvements. 1.29 "General Contractor" means Hunt Construction Group or other General Contractor as selected by the Lessor. 1.30 "Hazardous Substances" means: (a) Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in the Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et the Federal .Comprehensive Environmental Response, Compensation, and Liability act of 1980, 42 U.S.C. Section 9601 et mg., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et and the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq., and in the regulations promulgated pursuant to said laws, all as amended from time to time; (b) Those substances defined as "dangerous wastes," "hazardous wastes" or as "hazardous substances" under the Water Pollution Control Act, RCW 9048.010 et seq., the Hazardous Waste Management Statute, RCW 70.105.010 et mi., the Washington Toxic Substance Control Act RCW 70.1058.010 et seq., the Washington Model Toxics Control Act, RCW 70.105D.010 et seq., and the Toxic Substance Control Act, 15 U.S .C. Section 2601 et seq., and in the regulations promulgated pursuant to said laws, all as amended from time to time; (c) Those substances listed in the United States Department of Transportation Table (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 C.F.R. Part 302 and amendments thereto); (d) Storm water discharge regulated under any federal, state or local law, ordinance or regulation relating to storm water drains, including, but not limited to, Section 402(p) of the Clean Water Act, 33 U.S.C. Section 1342 and the regulations promulgated hereunder, all as amended from time to time. 5

(e) Such other substances, material and wastes which are dangerous or injurious to human health or become regulated under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state or local laws or regulations, all as amended from time to time, or which are deemed dangerous or injurious to human health; and (f) Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, et gm. (33 U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section 1317), (E) flammable explosives, (F) radon gas, (0) lead or lead-based paint, (H) radioactive materials, (1) coal combustion by-products, (J) urea formaldehyde foam insulation, or (K) mold. Mold includes any form of multicellular fungi that live on plant or animal matter and in indoor environments. 1.31 "Indemnified Parties" means Lessee and its successors and assigns, including any Person who acquires all or any part of the Real Property by any sale, assignment, deed-in-lieu of foreclosure under any deed of trust on Lessee's interest in the Real Property, or otherwise. 1.32 "Land" means that certain real property located in the City of Wenatchee, Chelan County, Washington, more particularly described in Exhibit A attached hereto and by this reference incorporated herein. 1.33 "Law" means any constitution, statute, ordinance, regulation, rule, resolution, judicial decision, administrative order or other requirement of any federal, state, county, municipal or other governmental agency or authority having jurisdiction over the parties or the Property, or both, in effect either at the time of execution of this Agreement or at any time during the term of this Agreement, including without limitation, any regulation or order of a quasi official entity or body (e.g. board of fire examiners, public utilities, design review boards or hearing examiners); all rules, laws and regulations arising under Title 111 of the Americans with Disabilities Act and the regulations issued hereunder by the United States Department of Justice. 1.34 "Lease" means this Lease by and between Lessor and Lessee. 1.35 "Lease Payment Date" means commencing thirty (30) days after substantial Completion Date, either (i) if certificates of participation are issued as provided in Exhibit H, principal payments shall be due each December 1 and interest payments shall be due each June 1 and December 1 during the remaining term of the Lease, or (ii) if certificates of participation are not issued as provided in Exhibit H, the first day of each month during the remaining term of the Lease. 1.36 "Lease Payments" means as provided in Exhibit H. 1.37 "Leased Premises" means the Land together with the Improvements. 1.38 "Lessee or "Public Facilities District" means Greater Wenatchee Regional Events Center Public Facilities District; a Washington municipal corporation. 6

1.39 "Lessee's Architectural Representative" means Robert Knowles, or such other Person as may be designated by Lessee to Lessor in writing nuns time to time. 1.40 "Lessor" means Wenatchee Events Center, LW, a Washington limited liability company. 1.41 "Mandatory Improvements" means those improvements that are part of the Project and are described in the Construction Documents. 1.42 "Mediator" means a natural person not employed by Lessor, Lessee or any affiliate or subsidiary of either of them who shall also be a professional mediator with at least five (5) years experience in complex commercial real estate disputes approved by Lessor and Lessee whom Lessee and Lessor shall mutually designate to act as a dispute' resolution mediator to assist in resolution of such dispute pursuant to Section 5.6 below. 1.43 "Permit(s)" has the meaning stated in Section 5.15(b) below. 1.44 "Permit Allowance" means the sum of Seventy-Five Thousand Dollars ($75,000.00), which amount is included within the Lease Payments as the anticipated cost to be Incurred by Lessor in obtaining permits and licenses from the applicable regulatory agencies required to construct the Project. 1.45 "Permitted Exceptions" has the meaning set forth in Section 15.6 below. 1.46 "Person" means a natural person, corporation, trust, partnership, limited partnership, Limited Liability Company, government subdivision or agency, Municipal Corporation, city or other legal entity. 1.47 "Personal Property" means all personal property located on or in or used in connection with the Public Facilities District Improvements or which will be Stalled or incorporated into the Public Facilities District Improvements as part of the Project including but not limited to those items of personal property identified in the Detailed Specifications. 1.48 "PFD" means that certain inter-local agreement approved June 15, 2006 to create a regional public facilities district. 1.49 "Project" means the total design, development, and construction, including all professional design services, and all labor, materials and equipment used or incorporated in the design, development and construction of the Public Facilities District Improvements, all as more fully described in the Schematic Design Documents. The Project shall include work consistent with and reasonably inferable from the approved Project Requirements as being necessary to produce the intended results and all work necessary to render the Public Facilities District Improvements fully operational. 1.50 "Project Budget" means the budget for the development and construction of the Project approved by Lessee and Lessor, a copy of which is attached to this Agreement as Exhibit E. 7

1.51 "Project Requirements" means the Construction Documents and Detailed Specifications and as issued by the Architect and as otherwise specifically agreed to by Lessor and Lessee. 1.52 "Project Schedule" means the schedule for design, development, repair, renovation and construction of the Project as revised from time to time by Lessor and lessee. The First Revised Project Schedule is set forth in Exhibit F attached hereto and by this reference incorporated herein. 1.53 "Property" means the Real Property, Personal Property, Service Contracts, and other items to be leased, sold and transferred to Lessee as described in Section 3.1 below. 1.54 "Public Facilities District Improvements" means the Regional Events Center and associated facilities. 1.55 '2,Ea" means a list of items required to be completed prior to Final Completion that are minor items which do not affect Lessee's ability to use the Public Facilities District Improvements for their intended use. 1.56 "Real Property" means the Land and the Public Facilities District Improvements, together with all rights, privileges, easements and appurtenances thereto. 1.57 "Regional Events Center" means a multi-purpose event center facility, consisting of a total of approximately 161,000 square feet, which shall include a main arena, a practice ice facility, exhibition and meeting rooms, restaurant and food service facilities, team changing and showering rooms, viewing suites, offices, media and broadcasting suites, and technical support areas, and related support facilities including service areas, sidewalks, public stairs, corridors, hallways, lobbies, public restrooms, retail space, loading dock, storage and administrative spaces and on-site parking area. The main arena fixed seating capacity shall be approximately 4,300 with a maximum variable seating capacity of approximately 5,600 for certain event configurations. 1.58 "Requirements of Law" means all requirements relating to land and building construction (including those specifically applicable to Lessee's contemplated use of the Public Facilities District Improvements), including, without limitation, planning, zoning, public works and procurement, prevailing wage, subdivision, environmental, air quality, flood hazard, fire safety, the Americans with Disabilities Act and other governmental approvals, permits, licenses and/or certificates as may be necessary from time to time to comply with all the foregoing and other applicable statutes, rules, orders, regulations, laws, ordinances, and covenants, conditions and restrictions, which now apply to and/or affect the design, construction, existence, intended use operation and/or occupancy of the Real Property, the Project or any part thereof. 1.59 "Savings" means the amount equal to eighty percent (80%) of the Contract Savings, as defined in Section 1.16. 1.60 "Schematic Design Documents" means the Construction Documents and other documents illustrating the scale and relationship of the Regional Events Center and its various components including, but not limited to, furniture, 8

furnishings and equipment, sidewalks, lighting, landscaping and other ancillary improvements. The Schematic Design Documents shall include a conceptual site plan and preliminary building plans, sections, elevations and Detailed Specifications. 1.61 "Service Contacts" means all architectural drawings, plans and specifications, consulting agreements, engineer's reports, design contracts, utility contracts, water and sewer service contracts, other contracts of any nature, maintenance contracts, management contracts, certificates of occupancy, warranties, permits, licenses, approvals, soil reports, and other contracts or documents of any nature relating to the Project entered into by Lessor pursuant to the provisions of this Agreement. 1.62 "Stated Contingency" means the amount of $500,000 identified as the general contingency in the Project Budget which may be used in the manner described in Section 5.10(6) of this Agreement. 1.63 "Substantial Completion Date" means the date on which Substantial Completion of the Public Facilities District Improvements has occurred. 1.64 "Substantial Completion of Public Facilities District Improvements" means the date on which the following events have occurred: (a) Completion of Construction. The Regional Events Center is SubstantiallyComplete. (b) Architect's Certification. The Architect shall have issued its "Certificate of Substantial Completion ALA Document 0704," stating that the construction of the Public Facilities District Improvements is substantially completed in strict accordance with the o Construction Documents. (c) Certificate of Occupancy The City of Wenatchee shall have issued a temporary certificate of occupancy for the Public Facilities District Improvements permitting the use and occupancy of the Regional Events Center as a multi-purpose regional events center. (d) Lessee Acceptance. Lessee shall have confirmed that the Public Facilities District Improvements have been completed in strict accordance with the Construction Documents subject to completion of normal punch-list items. (e) Fixtures and Equipment. All furniture, furnishings, fixtures and equipment specified in the Construction Documents for the Public Facilities District Improvements or required for the operation of a multi-purpose regional events center under applicable law have been installed and are in good working order, condition and repair. (f) And shall be no later than September 17, 2008. 1.65 "Substantially Complete" or "Substantially Completed" means, for the Public Facilities District Improvements, that the Public Facilities District Improvements have been constructed in substantial accordance with the Construction Documents and (a) all elements 'required for the functioning of the Public Facilities District Improvements shall be operational and in good working 9

order and condition including, but not limited to, satisfying applicable Requirements of Law; (b) the Regional Events Center shall be weather tight and waterproof; (c) the fire and life safety systems within the Regional Events Center shall be operational and in good working order and condition; (d) elevators shall operate and function in good working order and condition but may still require touch up installation and cleaning; (e) the mechanical and electrical systems, including the HVAC system shall be individually tested and in good working order able to support the Regional Events Center and shall also be tested to assure that the Regional Events Center systems operate on an integrated basis, but the HVAC system may still require final balancing work; (f) the finish work is substantially completed, including but not limited to any public lobbies, decks, patios, elevators, restrooms, HVAC, plumbing, fire and life safety, sprinkler and electrical systems, doors, partitions, cabinetry, floor coverings, including removal of all construction debris; (g) the computer system for the Regional Events Center has been installed and is operational in accordance with the applicable specifications; (h) all site utilities, sidewalks, driveways, street improvements, public spaces, landscaping, street furniture, fencing, and lighting have been substantially completed and construction barricades and equipment have been removed; (i) all lighting, furniture, furnishings, fixtures and equipment have been installed in the Regional Events Center; except in each case minor punch list items which do not materially affect use and occupancy of the Regional Events Center as a first-class multi-purpose regional events center; 1.66 "Taxes" means all real property taxes and assessments (including assessments for special improvements), license and permit fees, charges for public utilities, leasehold excise taxes, other excise taxes, levies, sales, use and occupancy taxes, and any taxes levied or assessed in addition to or in lieu of, in whole or in part, such taxes, assessments or other charges and all other governmental impositions and charges of every kind and nature, general and special, ordinary and extraordinary, foreseen and unforeseen of every character. 1.67 "Tide Company" means First American Tide Insurance Company, or another nationally recognized title insurance company selected by Lessor, and not objected to by Lessee, which will be issuing the title insurance policy to be issued at the Closing. 1.68 "Title Policy" has the meaning set forth in Section 15.6 below. 1.69 "Unavoidable Delay" means, with respect to a party, strikes, acts of God, unavoidable casualties and similar events beyond the control of the party which, after the exercise of due diligence to mitigate the effects thereof, delay construction of the Public Facilities District Improvements. Delay or work stoppage caused by appeals of permits issued by the City of Wenatchee or other municipal agencies and necessary to authorize the construction of the Project shall constitute Unavoidable Delay. The inability to obtain construction or other financing to pay for all or any portion of the Project Costs shall not constitute Unavoidable Delay. Lessor shall provide written notice to Lessee within ten days of the date it becomes aware, or should have become aware, of a condition resulting in an unavoidable delay. 1.70 "Warranty Period" means that period commencing on Final Completion of Public Facilities District Improvements and expiring one (1) year thereafter. Notwithstanding the foregoing, if any longer warranty or guarantee period is specified for any particular equipment, materials, structural component of the 10

Project (including, but not limited to skylights and roof) or workmanship under this Agreement or any contract in connection with the design, development, or construction of the Project, the longer warranty period or guarantee period shall govern. Lessor shall convey to Lessee such warranties with the Operation and Maintenance Manuals. ARTICLE II GREATER WENATCHEE REGIONAL EVENTS CENTER DEVELOPMENT 2.1 Development of Public Facilities District Improvements. Lessor has acquired or intends to acquire fee title to the Land. Lessor shall construct on the Land, the Public Facilities District Improvements. The Public Facilities District Improvements and certain personal property to be located on or used in connection with the Public Facilities District Improvements are more particularly described in the Schematic Design Documents prepared by Lessor and approved by Lessee, a copy of which is attached hereto as Exhibit B and by this reference incorporated herein. 2.2 Parking Requirements. The Project includes 600 On-Site Parking Stalls. The Lessee will provide the remainder of the required parking stalls off-site through shared parking agreements with surrounding property owners to satisfy local code requirements to obtain a certificate of occupancy. At Closing, Lessor shall assign to Lessee all of Lessor's right, title and interest in and to the On-Site Parking Facilities at no additional cost to Lessee. ARTICLE III DESCRIPTION OF PROPERTY 3.1 Agreement to Lease. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, subject to the terms and conditions set forth in this Agreement, the following upon Final Completion of the Project: (a) The Land and Public Facilities District Improvements (Leased Premises); (b) Fixtures and equipment, shown on Exhibit D. 3.2 Agreement to Purchase. Lessor hereby agrees to sell to Lessee and Lessee agrees to purchase from Lessor provided Lessee exercises its option to purchase: (a) All interest of Lessor in any intangible personal property owned by Lessor and used in connection with the ownership, use and operation of the Project; and, to the extent the same are approved by Lessee pursuant to the provisions of this Agreement, any and all contracts and lease rights, warranties, guarantees, agreements, licenses and other rights relating to the ownership, use or operation of all or any part of the Property, including, but not limited to any warranty or other right under the Construction Contract, all of Lessor's rights under the Contract Documents, and all of Lessor's rights in the Construction Documents; and (b) All Service Contracts. 11

3.3 Identifications of Personal Property. Upon Final Completion of the Project and in any event no later than thirty (30) days prior to Closing, Lessor and Lessee shall identify all Personal Property, including any personal property identified in the Detailed Specifications. 3.4 Service Contracts. Lessee specifically acknowledges and agrees that Service Contacts do not include any architectural agreements, construction contracts, subcontracts, or other agreements relating to the design or construction of the Project, except for the assignment of any warranties contained therein to Lessee upon Closing pursuant to Article XVI of this Agreement 3.5 Ice Rink Fixtures and Equipment. Lessee or Obligor, as a portion of Obligor's local match required by RCW 82.14.390(4), and as partial consideration for Lessor's obligations hereunder, agrees, following completion of the 2007 - 2008 ice arena season, to convey to Lessor the following fixtures and equipment, currently located on the Ice Rink Property, legally described in Exhibit C, to be incorporated into the Leased Premises: Heating and cooling units, dasher boards and glass, floor coverings, hockey goals and netting, scoreboard, bleachers, and Zamboni. This conveyance is conditioned upon Lessor being in substantial compliance with the Project Schedule, Exhibit F. ARTICLE IV DUE DILIGENCE 4.1 Project Information. (a) Lessee acknowledges that, prior to the Effective Date, Lessee has had the opportunity to prepare, review and copy all studies relating to the Property and Project that Lessee has determined, in the exercise of its reasonable business judgment, are necessary for Lessee to evaluate the suitability and feasibility of the Property and the Project for Lessee's intended uses. (b) Lessor acknowledges that, prior to the Effective Date, Lessor has had the opportunity to detente the availability of the permits and financing necessary to construct and complete the Project, and otherwise satisfy Lessor's obligation under this Agreement ARTICLE V CONSTRUCTION OF REGIONAL EVENTS CENTER IMPROVEMENTS 5.1 Construction of Public Facilities District Improvements. Lessor agrees to diligently design, construct, and complete the Public Facilities District Improvements on the Property on or before the Substantial Completion Date, at Lessor's sole cost and expense, in a good and workmanlike manner, free and clear of all liens, all in accordance with the terms of this Agreement and all Requirements of Law. 5.2 (This Section intentionally left blank. 12

5.3 Schedule for Design and Construction. Lessor and Lessee acknowledge and agree that the initial Project Schedule attached hereto as Exhibit F, shall govern the performance of the work. 5.4 Selection of Development Team for Project. Lessor has or intends to employ the following Persons in connection with the Project: (i) Architect Sink Combs Dethlefs Architects (ii) General Contractor: Hunt Construction Group (iii) Project Manager: International Coliseums Company (ICC) (iv) Structural Engineers: Martin/Martin Consulting Engineers (v) Land Surveyors: Munson Engineers (vi) Mechanical Design Building Engineers: M-E Engineers. Inc. (vii) Geotechnical Engineers: Nelson Geotechnical Associates. Inc. (viii) Environmental Consultants: Cascade Earth Sciences (ix) Electrical Design Engineers: M-E Engineers. Inc. (x) Traffic Consultant: Heffron Transportation. Inc. (xi) Civil Engineer: Pacific Engineering and Design Lessor shall select other professionals as necessary or desirable for the design, permitting, development mid construction of the Project. Lessor shall pay all amounts payable to the design professionals outlined above and any other professionals hereinafter engaged by Lessor in commotion with the performance of its duties and responsibilities under this Agreement Lessor shall enter into all contracts for the design, permitting, development and construction of the Project. 5.5 Plans and Specifications. (a) Schematic Design Documents. As of the date of this Agreement, Lessee has reviewed and approved the Project Requirements, which are incorporated into the Schematic Design Documents listed on Exhibit B to this Agreement. In addition, Lessee has reviewed and approved the Project Budget setting forth an itemization of the major components of the Project that will be constructed by subcontractors and including the Design Contingency and Stated Contingency. Upon execution of this Agreement, Lessor shall, in conjunction with the Architect, commence and complete Design Development, Construction Drawings. and permit applications necessary for the construction of the Public Facilities District Improvements. (b) Lessee's Review. Following execution of this Agreement, Lessor shall cause Architect to prepare Design Development Drawings, which shall be consistent with the Schematic Design Documents in all material respects and shall submit the Design Development Drawings to Lessee for its review and approval. Following approval of the Design Development Drawings, Lessor shall cause Architect to prepare Construction Documents consistent with the Lessee-approved Design Development Drawings, and submit the Construction Documents to Lessee for its review and approval. Following approval of 13

Construction Documents, Lessor shall deliver Lessee an updated Project Budget prepared by Lessor on the basis of the approved Construction Documents. Lessee shall give Lessor written notice within thirty (30) days following the later of its receipt of the Design Development Drawings and Construction Drawings, as the case may be, of Lessee's approval or disapproval, which notice shall, in the case of disapproval, specify Lessee's reason for disapproval. Lessee shall only disapprove Design Development Drawings and Construction Drawings which (i) do not comply with all Requirements of Law, (ii) fail to materially comply with the Schematic Design Documents,(iii) propose changes in the size, quality, appearance, layout or configuration of the Public Facilities District Improvements contemplated by the Schematic Design Documents, (iv)adversely impact the construction schedule for the Public Facilities District Improvements, or (v) increase the project budget. (c) Resubmittals. If objections or comments are submitted in writing in accordance with the preceding paragraph, Lessor shall cause the Architect to make changes in the plans, drawings and/or specifications consistent with objections or comments made by the Lessee and shall resubmit the same in accordance with the foregoing schedule for further review. The process of resubmittal and review shall continue until Lessee and Lessor have approved the Design Development Drawings and Construction Documents. (d) Permit and Working Drawings. Lessor shall cause the Architect and other design professionals to prepare any Drawings or other documents in addition to the Construction Documents that may be required to be submitted for the issuance of building permits and other permit applications in accordance with Section 5.7 hereof, and as required for construction of the Project by the General Contractor. (e) Value Engineering. "The Lessor shall have the right to value engineer and propose changes to the Design Specifications 1.23 and the Drawings 1.24 in order to keep this project within the Project budget. The value engineering must be consistent with the integrity and scope of the project as outlined in the schematic drawings and detailed specifications, be within reasonable engineering standards, and have no adverse effect on the functionality, aesthetics, and long term operating and maintenance costs. The value engineering by the Lessor with an accompanying detailed comparative analysis shall be presented to Robert Knowles, the Lessee's representative in regard to this project, for review and approval on behalf of Lessee. Lessee's approval shall not be =reasonably withheld. The parties agree the Public Facilities District improvements will be constructed by Lessor for a GUARANTEED MAXIMUM cost of $52,809,670, inclusive of Construction Loan Financing Cost, with a contract savings pass-back of 80% to the Lessee and 20% to the Lessor, all as set forth in this Lease. (f) Changes to Construction Documents. After completion and approval, there shall be no change in the Construction Documents without the prior written consent of Lessee. 5.6 Dispute Resolution Process. Lessee and Lessor agree to follow the independent resolution process set forth in this Section 5.6 to resolve disputes regarding preparation of the Design Development Documents, Construction Drawings 14

and changes to Construction Documents in an economic and time efficient manner so that the documents conform to the requirements of this Agreement, the Project Schedule is not adversely impacted, and the Public Facilities District Improvements as constructed will satisfy the Project Requirements. (a) Disputes Resolution Mediator. In the event that a dispute arises between Lessee and Lessor during (i) the Design Development phase of the Project regarding the adequacy of any Drawing, specification or the responsibility for any cost of any addition or change (e.g., whether any Design Development is consistent with and reasonably inferable from the Project Requirements), or (ii) during the preparation of the Construction Documents concerning whether the Construction Drawings are consistent with the Design Development phase of the Project, the parties shall proceed in good faith to resolve such dispute as expeditiously as possible and shall cooperate so that the progress of the design and construction of the Project is not delayed. If, however, the parties are unable to resolve the dispute, either party may, by delivering written notice to the other, refer the matter to the Mediator. (b) Dispute Resolution Process. Within the five (5) business day period following receipt of notice referring the matter to the Mediator, all involved participants in such matter, that is Lessor, Lessee, Lessee's Construction Representative, Architect and General Contractor, if necessary, shall submit all necessary material and information with respect to the matter in dispute to the Mediator. The Mediator shall be entitled to consult independently, or with all or any of the parties or their respective consultants as the Mediator determines necessary. If such dispute cannot be resolved by the parties within three (3) business days following intervention of the Mediator, then either party may exercise its rights and remedies under this Agreement 5.7 Permits: Costs: Compliance with Legal Requirements. Lessor shall secure all Permits. Included within the Lease Payments is the Permit Allowance, which is attributable to the anticipated cost of permits and licenses required for the Project. If the actual cost incurred by Lessor for permit and license fees payable to regulatory authorities is less than the Permit Allowance, Lessee shall receive a credit toward the payment of the Lease Payments equal to the difference. If the actual cost incurred by Lessor for permit and license fees payable to regulatory authorities is more than the Permit Allowance, then Lessee shall pay the difference as an increase in the Lease Payments. Lessor shall cause all work on the Property to be performed in accordance with this Agreement and all Requirements of Law and an directions and regulations' of all governmental agencies and the representatives of such agencies having jurisdiction over the Project and/or the Property. Lessee shall have the right to review and approve the terms and conditions of any mitigation measures that will affect the Property following completion of the Project. 5.8 Construction Contract. The Construction Contract shall require that prior to the execution of subcontracts for major subcontract elements of the Project separately stated in the Project Budget; the Contractor shall request competitive bids from qualified subcontractors for each major subcontract element. Each major subcontract element of the Project shall be awarded to the lowest responsive and qualified bidder as determined by the General Contractor. The bid amounts obtained from the lowest responsive and qualified bidder shall be utilized in determining the amount of Contract Savings. 15

Because this is a design build/fast track project, Lessor is working with certain major subcontractors to perform work on a design build concept. These subcontracts have been negotiated on a time and material not to exceed basis and will not be competitively bid. 5.9 Construction of Project. (a) Commencement of Construction. Lessor shall cause the General Contractor to commence construction of the Public Facilities District Improvements as soon as practicable following receipt of necessary permits, and shall thereafter cause construction of the Project to be diligently and continuously prosecuted in accordance with the Construction Contract, the approved Construction Documents and the Project Schedule subject only to Unavoidable Delays. Lessor shall keep Lessee informed of the progress and quality of the work on a timely basis. All work shall be performed in a good and workmanlike manner, shall be free of defects in the work and materials and shall be constructed and in accordance with the Construction Documents, the requirements of this Agreement and Requirements of Law. The Lesser shall use its reasonable best efforts to cause the Project to be Substantially Complete on or before the Substantial Completion Date. (b) Mandatory Improvements. Lessor shall cause the Mandatory Improvements to be substantially completed not later than August 1, 2008, which date shall not be extended for any Unavoidable Delays, subject to the provisionso of Section 5.13. (c) Delays. The existence of Unavoidable Delays shall excuse Lessor for resulting delays and changes in the Project Schedule, except as provided in Section 5.9(6) above. There shall not be any adjustment to the Lease Payments for additional costs resulting from any Unavoidable Delays, If Final Completion of the Public Facilities District Improvements has not been completed by the date set forth in Section 5.9 (b), then Lessee may elect, but shall not be obligated, to lease the Public Facilities District Improvements in their then existing condition, and the Lease Payments shall be adjusted to an amount equal to the following: i. The cost incurred by Lessor in acquiring the Land; plus ii. The amount expended by Lessor through the date Lessee acquires the Public Facilities District Improvements in completing the Project to the extent these costs are not included within the sums due the General Contractor; plus iii. The amount paid by Lessor to the General Contractor pursuant to the General Construction Contract, which shall in no event be greater than the total amount of the General Construction Contact multiplied by the percentage of completion of the work to be performed under the General Construction Contract as of the date the Lessee acquires the Public Facilities District Improvements. (d) Prevailing Wages. All Contractors and subcontractors employed for the construction of the Public Facilities District Improvements shall pay prevailing wages in the community for labor employed on the Project as defined in Chapter 39.12 of the Revised Code of Washington. Lessor shall provide an Affidavit of 16

Prevailing Wages Paid prior to closing the transaction verifying Lessor's compliance with this section. 5.10 Changes to the Work- (a) Changes to Construction Documents There shall be no changes in the Construction Documents except as agreed in writing by Lessee and Lessor. Following approval of the Construction Documents, Lessee may request changes in the Construction Documents, If Lessee requires any improvement or deviation in the Construction Documents from the design or level, of quality reflected in the Schematic Design and Detail Specifications as listed on Exhibit B, any resulting increase in the cost of design or construction will be charged to Lessee. Lessee must provide written notice to Lessor and Architect of any changes in the work requested by Lessee. Lessor may refuse to approve or adopt any change in the work requested by Lessee unless Lessor and Lessee execute an amendment to this Agreement increasing the Lease Payments by the amount of the cost increase and Lessee shall provide Lessor assurances reasonably satisfactory to Lessor that Lessee has funds available to pay for any resulting increase in the Project Costs. Any change in the Construction Documents requested by Lessee that does not alter the design or level of quality reflected in the Schematic Design and Detail Specifications as listed on Exhibit B shall not result in any additional charge to. Lessee or increase in the Lease Payments. (b Use of Stated Contingency: Savings. The Project Budget includes the Stated Contingency. Lessor shall have the right to use the Stated Contingency at Lessor's discretion to pay for any increases in the cost of the Project, other than costs incurred in satisfying Lessor's indemnification obligations under the Agreement, until the Stated Contingency has been exhausted. The Lease Payments shall not increase except as provided in Section 5.10(a) above as a result of the use of the Stated Contingency. 5.11 Inspections. Lessee, Lessee's Construction Representative and other agents designated by Lessee shall have the opportunity, but not the duty, to inspect the construction work from time to time as it progresses. The frequency and level of inspections shall be determined by Lessee. Lessor shall keep at the Property for Lessee one record copy of all Construction Documents, all drawings, specifications, addenda, change orders and other modifications, in good order and marked currently to record changes and selections made during construction together with approved shop drawings, product data, samples and similar requited submittals. Lessor shall immediately forward to Lessee's Construction Representative Project correspondence and field communications concerning changes in the work or delays to .the Project on any issue that might cause an increase to the cost of the Project or a delay in the Substantial Completion Date or the Final Completion Date. All records maintained by any of the Contractors, including, but not limited to elevations of footings and floor locations, shall be made available to Architect and/or Lessee upon request and, upon completion of the Project, duplicate originals shall be delivered to Lessee. Lessor shall record the progress of the Project Lessor shall submit written monthly progress reports to Lessee including information on each Contractor mid each Contractor's work, as well as the entire Project, showing percentages of completion. If during the course of such construction, Lessee or its agents or designees shall determine that the construction is not proceeding in accordance with the Construction Documents, Lessee shall be entitled to, but shall be under no obligation to, give notice in writing to Lessor specifying the 17

particular deficiency or omission, and Lessor shall be responsible to cause the General Contractor to correct the noted deficiency or omission. The failure by Lessee to provided any notice of any observed deficiency or omission shall not give rise to any liability S Lessee and shall not be considered a waiver of any right of Lessee under this Agreement, including without limitation, the enforcement of the representations and warranties of Lessor under this Agreement and the warranties of the General Contractor under the General Construction Contract with respect to the completion of the Property in accordance with the Construction Documents. 5.12 Construction Loans. The Lessor shall have the right to encumber the Land by a deed of trust securing payment of the Construction. The Project construction costs that are included in the Construction Loan shall not exceed Forty-eight Million Five Hundred Thousand Dollars ($48,500,000). The Construction Loan shall not be modified, altered, revised or amended in any manner which would in any material respect adversely affect the rights of Lessee under this Agreement. The Construction Loan documents shall require the Construction Lender to notify Lessee of any default by Lessor under the Construction Loan. Lessor shall not further mortgage, encumber or suffer to be encumbered all or any portion of the Property without the prior written consent of Lessee. Lessor may assign the right to receive payment of the Lease Payments as provided under Article VII, at Closing to the Construction Lender too secure Lessor's obligations under the Construction Loan. 5.13 Termination of Agreement. In the event Lessor has not completed the Mandatory Improvements prior to September 17, 2008, Lessor shall be obligated to pay, as liquidated damages, the amount of $5,000 per day for a maximum of 30 days. If the Mandatory Improvements are not completed by October 17, 2008, Lessor shall be subject to such additional damages as may be proven, and specifically to such consequential damages as may be suffered by Lessee due to contractual obligations for use of the Leased Premises. 5.14 As-Built Plans and Specifications; Manuals; Warranties; Permits and Licenses. On or before Final Completion of the Public Facilities District Improvements Lessor shall provide Lessee with a complete and detailed set of "as-built" plans and specifications for the Project (to be provided on CAD, or such other format approved by Lessee), together with all technical, service, instruction and procedure manuals, warranties, permits and licenses. 5.15 Construction Covenants and Warranties. Lessor hereby warrants and covenants to Lessee as follows: (a) Lessor shall cause the construction of the Project and installation of any Personal Property to be pursued diligently-until completed in a good and workmanlike manner and substantially in accordance with this Agreement, Construction Documents and all Requirements of Law (including all Environmental Laws) so that the Project will be completed and lien-free on or before the Final Completion Date, provided this shall not be construed to prohibit the Lessor to encumber the Property to secure the construction loan. (b) During the course of such construction, Lessor shall make all applications for, and thereafter obtain, any and all permits, licenses, variances and other approvals issued by appropriate governmental authorities having jurisdiction over the Property or Lessor and relating to the 18

construction, operation, use or occupancy of the Public Facilities District Improvements, or any portion thereof or relating to any zoning, land use, subdivision, environmental, building and construction laws and/or regulations restricting, regulating or otherwise affecting the use, occupancy or enjoyment of the Public Facilities District Improvements, as the same may be issued, modified or amended from time to time (hereinafter collectively "Permits" and as to each, "Permit"). (c) No amendment or change in any Permit and no amendment or change in o zoning or any other land use control has been sought or obtained or will be sought or obtainedo with respect to the Property without the prior written approval of Lessee. (d) Lessor shall maintain the following insurance policies until Final Completion: (i) "All Risk" Builder's Risk Insurance including collapse coverage and coverage for material in storage and while in transit on a Completed Value non-reporting form for one hundred percent (100%) of the insurable replacement value of the Property on a replacement cost basis on all materials, equipment and supplies which are to become a permanent part of the Property, while awaiting erection and until completion; (ii) Worker's Compensation Insurance including Employer's Liability to provide statutory benefits as required by applicable law or laws; (iii) Commercial General Liability Insurance on an "occurrence" basis for hazard of operations, independent contractors, products and completed operations for a period of two (2) years after completion of work and contractual liability, such liability insurance to include Broad Form Property Damage and afford coverage for explosion, collapse and underground hazards and personal injury liability insurance, all with limits of not less than Two Million Dollars ($2,000,000); and (iv) Comprehensive Automobile Liability covering owned, non-owned and hired vehicles used in connection with the Property with limits not less than One Million Dollars ($1,000,000).All such insurance shall remain in force until the Closing Date (as defined below) and shall be with companies satisfactory to Lessee. Each such policy shall provide that the same may not be cancelled or amended by any party for any reason whatsoever, without giving Lessee at least thirty (30) days prior written notice of any proposed cancellation or amendment, and each such liability policy shall include Lessee as a named insured. (e) All work performed on, oor to be performed on, Personal Property, materials, machinery or equipment delivered to or installed on or in, or to be delivered or installed on or in, the Regional Events Center are, or will be, subject to written guarantees or warranties usually and customarily obtained or delivered and all of Lessor's rights pursuant to such guarantees or warranties as well as under any construction agreements or service contracts are, or will be, in full force and effect, enforceable according to their respective terms, without defense or set-off, and assignable to Lessee; provided, however, that Lessee shall not be deemed to have assumed liability to Lessor or to any other person as a result of accepting any such assignment, such assignment being for the sole benefit of Lessee. (f) Lessor shell provide a warranty that all work performed on and all Personal Property, material and equipment furnished to and installed in or on the Public Facilities District Improvements will substantially conform with the Construction Documents, as to kind, quality, function of equipment and characteristics of material and workmanship, and will remain in conformity therewith for a period of one (1) year commencing as of the date of Final 19

Completion of the Project (the "Warranty Period"). Notwithstanding the foregoing if any longer warranty or guarantee period is specified for any particular equipment, materials or workmanship under this Agreement or any contract or under any subcontract in connection with the construction and installation of the completion of the Project or installation of any personal property or under the laws of the State of Washington, the longer warranty or guarantee period shall govern. Lessor shall, at Lessor's expense and without cost to, and to the satisfaction of Lessee, immediately upon notice from Lessee sent at any time between the date of this Agreement and that date which is twelve (12) months following the expiration of the applicable Warranty Period, replace, correct or repair (i) any work, personal property, material and equipment which is at variance from the Construction Documents; (ii) any defects, faults or imperfections in such work, personal property, material or equipment which may appear prior to the expiration of the applicable Warranty Period; and (iii) any damages, defects or faults in the Project and Personal Property resulting from any of the foregoing. In the event that Lessor fails to cure any defect in accordance with Lessee's notice thereof within fifteen (15) days after Lessor's receipt of such notice, or if the nature of such cure is such that it cannot be completed within such fifteen (15) day period, Lessor fails to commence such cure within such fifteen (15) day period or, once commenced, fails to diligently prosecute such cure to completion within sixty (60) days following Lessee's notice, Lessee, at Lessor's sole cost and expense, may take whatever steps Lessee deems reasonably necessary to correct such defect and any costs incurred by Lessee in connection therewith shall be payable by Lessor upon demand. Any action taken by Lessee under this Section 5.15 shall not be deemed to be a waiver by Lessee of Lessor's failure to perform nor limit or abridge any other right or remedy Lessee may have as a result of such failure, whether provided under this Agreement, or otherwise at law or in equity. The obligations of Lessor under this Section 5.15 shall be deemed satisfied if (i) the warranties under the General Construction Contract provide tile same warranty terms and remedies as stated in this Section 5.15 and (ii) Lessor, upon Final Completion of the Public Facilities District Improvements, assigns to Lessee all warranties under the General Construction Contract. 5.16 Disclaimer. (a) Lessee Not Liable for Construction of Project. Notwithstanding any other provision of this Agreement to the contrary, Lessee is under no obligation to, nor shall it construct or supervise the construction of the Project. It is understood and agreed that Lessee's right to inspect the Project prior to the Closing Date is for the sole purpose of protecting its rights as a contract vendee under this Agreement. No part of the cost of construction of the Project shall ever become an obligation of Lessee. Lessee is not responsible to any Contractors or to any subcontractors under any subcontracts for design, development, repair, renovation or construction of the project or any other third parties for any purpose whatsoever. Nothing contained in this Agreement shall be construed as the consent or request of Lessee, express or implied, for the performance of any labor or services or for the furnishing of any materials or equipment for any construction, alteration, addition, repair or demolition of or to the Property (or any part thereof). Lessor shall include in the Construction Contract and the contracts for architectural and engineering services the following or substantive equivalent disclaimer NOTICE IS HEREBY GIVEN THAT GREATER WENATCHEE REGIONAL EVENTS CENTER PUBLIC FACILITIES DISTRICT WILL NOT BE LIABLE FOR ANY LABOR, SERVICES, MATERIALS OR EQUIPMENT FURNISHED OR TO BE FURNISHED TO LESSOR, OR ANYONE HOLDING AN INTEREST IN THE PROPERTY (OR ANY 20

PART THEREOF) THROUGH OR UNDER LESSOR, AND THAT NO CONSTRUCTION OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES, MATERIALS OR EQUIPMENT SHALL ATTACH TO OR AFFECT THE INTEREST OF LI3SSEE IN THE PROPERTY. (b) Indemnification.Lessor shall protect, defend, indemnify and hold Lessee and its officials, officers, employees and agents harmless from and against any and all liabilities, obligations, damages, penalties, charges, costs and expenses including, without limitation, reasonable attorneys fees, which Lessee may suffer or incur in connection with its ownership or use of the Property resulting from any action or inaction of Lessor or its agents, employees, Contractors or subcontractors occurring before the Closing Date. To the maximum extent permitted by law, Lessor shall indemnify and defend Lessee and its officials, officers, employees and agents from and be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the construction of the Project or which shall occur to any person or persons or property whatsoever arising out of this Agreement, whether or not such injury or damage is caused by negligence of the Lessor or caused by the inherent nature of the construction of the Project. To the extent a court determines RCW 4.24.115 applies, Lessee shall not be entitled to such indemnification for damage caused to Lessee or any third party by reason of the sole negligence of Lessee or damage caused by the concurrent negligence of Lessee to the extent of such concurrent negligence. The foregoing indemnification shall survive the Closing Date. IT IS SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE LESSOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES. THE PROVISIONS OF MS SECTION THALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. (c) Notice of Claims. Promptly upon receipt by Lessee of notice of any action or proceeding for which Lessor have agreed to indemnify Lessee, Lessee shall give Lessor written notice of such claim or the commencement of such action or proceeding and Lessor shall thereafter vigorously defend on behalf of Lessee, but at the sole cost and expense of Lessor, any such action or proceeding for which indemnification is sought Failure to promptly give Lessor such notice shall not constitute a bar to the indemnification obligations of Lessor hereunder unless such delay has resulted in substantial prejudice to Lessor in the defense of such claim or action. No settlement of any such action or proceeding shall be made without Lessee's written approval which approval shall not be unreasonably withheld (unless Lessee has previously been discharged from all liability in connection with such action or proceeding). 5.17 Enforcement of Warranties. After Closing, Lessee acknowledges that it shall be fully responsible for maintenance and repair of the Public Facilities District Improvements, subject to the right to recover under any applicable warranty. Lessor shall take all actions reasonably requested by Lessee to enforce or otherwise obtain the benefit of any warranty received from the General Contractor or any other Contractors or any subcontractor thereof, or any supplier, material-men or manufacturer relating to the Project but shall incur no additional expense or liability in that connection. 21

5.18 Architect's Administration of the Contract. (a) Lessor shall cause the Architect to provide administration of the Construction Contract as described in the Contract Documents, (1) during construction, (2) until final payment is due and (3) from time to time during the Warranty Period. The Architect will have authority to act only to the extent provided in the Contract Documents, unless otherwise modified in writing in accordance with other provisions of the Construction Contract. (b) Lessor shall cause the Architect to visit the site at intervals appropriate to the state of the Contractor's operations (1) to become generally familiar with and to keep the Public Facilities District informed about the progress and quality of the portion of the Project Work completed, (2) to endeavor to guard the Public Facilities District against defects and deficiencies in the Project Work, and (3) to determine in general if the Project Work is being performed in a. manner indicating that the Project Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Project Work. (c) Under the direction of Lessor, the Architect will prepare Change Orders and Construction Change Directives and may authorize minor changes in the Project Work as approved by the Public Facilities District (d) The terms "Work," "Change Orders," and "Construction Change Directives" shall mean as the same are defined in the Contract Documents. 5.19 Project Manager, International Coliseums Company ("ICC") shall serve as "Project Manager" for the Project to provide project management services for Lessor, including, without limitation: (i) the selection and oversight of architects and engineers, licensed to practice in the State of Washington that will design and develop the Project; (ii) in conjunction with the assistance of Contractor, the preparation of the Project Budget, the preparation and management of the construction management plan for the Project, and the preparation of other project schedules, including schedules to identify "critical path" items for the accomplishment of the Project; and (iii) the selection, acquisition and installation of furniture, fixtures and furnishings for the Project. ICC shall provide services for Lessor throughout the pre-design phase, schematic design phase, design development phase, construction documents/drawings phase, construction phase and post-construction phase of the Project. ARTICLE VI LEASE TERM This Lease is effective upon its execution by Lessor and Lessee; provided, however, that the obligation of the Lessee to make Lease Payments hereunder shall not commence unless and until the Substantial Completion Date. This Lease shall terminate on September 1, 2031or when all Lease Payments have been paid, whichever is earlier, unless terminated prior thereto in accordance with the provisions of this Lease. 22

ARTICLE VII LEASE PAYMENTS 7.1 Lease Payments. (a) Lease Payment Obligation to Arise Only Upon Substantial Completion Date. The obligation of the Lessee to make Lease Payments hereunder shall not commence until the Substantial Completion Date. (b) Principal Component of Lease Payments. The principal component of the Lease Payments is reflected in Exhibit H as the total principal amount of Lease Payments. The parties farther agree to the amortization schedules set forth in the attached Exhibit H. Provided, that the Lease Payments shall be adjusted to reflect a credit to Lessee of 80% of Contract Savings. (c) Interest Component of Lease Payments. The interest component of Lease Payments, representing interest on the principal component of Lease Payments is set forth in Exhibit H. (d) Pledge to Pay Lease Payments. From and after the Substantial Completion Date, the Lessee shall make all Lease Payments as determined in accordance with Section 7.1 at such times and in such amounts as set forth in Exhibit H; provided, however, that the Lessee's obligation to make any such Lease Payment may be satisfied, in whole or in part, from funds on deposit and available for such purpose in the Lease Payment Fund. The obligation of the Lessee to make the Lease Payments constitutes a limited tax general obligation of the Lessee. The Lessee hereby pledges all Sales Tax Revenue and other revenue from the operation of the Public Facilities District Improvement for the payment of the Lease Payments. Lessee further pledges to levy the Sales Tax at the rate of 0.033% as provided in Chapter 82.14.390 RCW so long as this Lease is in effect. (e) City of Wenatchee Obligations. To the extent that the Lessee does not have non-voted general obligation debt capacity at least equal to the principal amount of the Lease Payments at the time the Lessee's obligation to make Lease Payments commences, the City of Wenatchee (the "City" or "Obligor") shall be obligated to pay the proportionate amount of Lease Payments in excess of the Lessee's non-voted debt capacity until such time as the Lessee's debt o capacity at least equals the principal amount of the then remaining Lease Payments. The City covenants that as long as it is obligated to make Lease Payments that each year it will include in its budget and levy ad valorem taxes upon all the property within the City subject to taxation in an amount that will be sufficient, together with other money of the City legally available for such purposes, to pay the principal of and interest on the Lease Payments as the same become due. In addition, prior to the time the Lessee's obligation to make Lease Payments commences, the City agrees that it will enter into a contingent loan agreement with the Lessee that commits the City to make loans to the Lessee if and when the Lessee does not have sufficient money to pay the Lease Payments when due. To the extent that this Lease has not been assigned by the Lessor to a bank trust department or nonprofit corporation pursuant to Exhibit H, the Lessor shall be a third party beneficiary of the contingent loan agreement. 23

(f) Books and Records. Lessor shall keep or cause to be kept full and detailed accounts and records of all costs incurred in connection with the Project, together with supporting statements, bills, vouchers, receipts, memoranda, correspondence and similar data relating thereto in a form acceptable to Lessee. Lessor's records shall be maintained in a manner that allocates costs, in a manner consistent with generally accepted accounting principles. Lessee or its designated representative shall be afforded access to inspect, review, copy and audit all such records and supporting data. Sixty (60) days prior to the estimated date for Finalo Completion of the Project, Lessor shall deliver to Lessee an accounting, in a form and substance satisfactory to Lessee and certified by Lessor, setting forth a detailed itemization of all costs incurred in the Project Lessee and its accountants shall have the right to review during normal business hours, and following prior -written notice given by Lessee to Lessor at least five (5) business days prior to the requested review, the accounting together with the records and supporting data referenced above to determine the accuracy of the Project costs as set forth in the accounting delivered by Lessor. 7.2 Additionall Rent. (a) After Substantial Completion. On or after the Substantial Completion Date Lessee shall be liable for Additional Rent for costs not otherwise provided for by the Lease Payments calculated pursuant to Section 7.1 above. Such costs may include: Lessee-Initiated Change Orders in accordance with Section 5.10 hereof, and taxes and utility charges for which the Lessee is liable pursuant to Section 9.3 hereof (herein referred to as "Additional Rent"). Due to the contingent nature of such Additional Rent, it shall not constitute debt of the Lessee for purposes of debt limitations established by RCW 39.36.020. The Lessee shall have no obligation to pay Additional Rent prior to the Substantial Completion Date. (b) Securitization of Lease. It is the expectation of Lessor and Lessee that the payments due under this Lease will be securitized in the form of lease revenue bonds or certificates of participation. In such event the Lease Payments described in Section 7.1 and Additional Rent described in Section 7.2(a) shall constitute the full extent of the Lessee's obligations hereunder. 7.3 Defeasance. In the event that money and/or "Government Obligations," as such obligations are now or may hereafter be defined in Ch. 39.53. RCW, maturing at such time or times and bearing interest to be earned thereon in amounts sufficient to pay or prepay all Lease Payments and Additional Rent due under this Lease in accordance with the terms of this Lease, are irrevocably set aside and pledged in a special account to effect such payment or. Prepayment, then no further payments need be made of any Lease Payments under this Lease and the Lessor shall not be entitled to any lien, benefit or security in the Leased Premises, except the right to receive the funds so set aside and pledged, and Lessor shall have no further obligation to the Lessee hereunder. ARTICLE VIII USE 8.1 Use of Premises. From and after the Substantial Completion Date, the Lessee may use the Leased Premises for the occupancy, use, maintenance and operation of a regional events center and all uses incidental thereto, including 24

but not limited to, any other use permitted by law or by the Certificate of Occupancy. 8.2 Quiet Enjoyment. Upon payment by Lessee of the Lease Payments herein provided, and upon the observance and performance of the covenants, terms and conditions on the Lessee's part to be observed and performed, Lessor covenants that Lessee shall peaceably and quietly hold and enjoy the Leased Premises for the term hereby demised without hindrance or interruption by Lessor or any person or persons lawfully or equitably claiming by, through or under the Lessor. ARTICLE IX ABSOLUTE NET LEASE 9.1 Absolute Net Lease. This Lease is an "absolute net lease," and the Lessee's obligations to make Lease Payments as provided in Section 7.1 of this Lease, to pay Additional Rent AS provided in Section 7.2 of this Lease, and to perform and observe all other covenants and agreements of the Lessee contained herein shall be absolute and unconditional, and the failure by the Lessee to make such Lease Payments and to pay Additional Rent at the times and in the amounts as provided in Sections 7.1 and 7.2 hereof shall constitute an Event of Default under this Lease. All Lease Payments shall be made without notice or demand and without setoff, counterclaim, abatement, deduction or defense whatsoever. Following Substantial Completion, notwithstanding the Lessor's obligation to complete punch-list items, the Lessee shall assume the sole responsibility for the condition, use, operation, maintenance, repair and management of the Leased Premises, and Lessee will, at its cost and expense, keep and maintain the Leased Premises in good repair and condition and in compliance with all applicable laws, rules, regulations, statutes, and ordinances, and will make all structural and nonstructural, and ordinary and extraordinary changes, repairs and replacements which may be required to be made upon or in connection with the Leased Premises in order to keep the same in good repair and condition, reasonable wear and tear and ordinary use excepted; provided, however, that nothing herein shall be construed to release the Lessor from completion of the punch-list items, and if the Lessor should fail to complete the punch-list items within a reasonable time, the Lessee may institute such legal action against the Lessor as the Lessee may deem necessary to compel the performance of such obligation or to recover damages therefore. Notwithstanding anything in this Lease to the contrary, Lessee shall have no obligations to indemnify Lessor for any claims, loss, liabilities or damages arising from the negligence or willful misconduct of Lessor, its employees or agents. 9.2 Lease - Non-terminable. Except as otherwise expressly provided herein, this Lease shall not terminate, nor shall Lessee have any right to terminate this Lease or to be released or discharged from any obligations or liabilities hereunder for any reason, including, without limitation, damage or destruction of the Public Facilities District Improvements, it being the intention of the parties hereto that all Lease Payments payable by Lessee hereunder shall continue to be payable in all events in the manner and at the times herein provided unless the obligation to pay the same shall be terminated pursuant to the express provisions of Section 5.13 or Section 15.1 of this Lease. In that connection, Lessee hereby waives, to the extent permitted by applicable law, any and all rights that it may now have or that may at any time hereafter be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrenders this Lease except in accordance with the express terms hereof and 25

agrees that if, for, any reason whatsoever, this Lease shall be terminated in whole or in part by operation of law or otherwise except as specifically provided in Section 5.13 or Section 15.1 of this Lease, Lessee will nonetheless pay to Lessor (or to whosoever shall be entitled thereto as expressly provided herein)' an amount equal to each Lease Payment at the time such payment would have become due and payable in accordance with the terms hereof had such termination not occurred. 9.3 Taxes and Utility Charges: The Lessee shall pay as Additional Rent all charges for utility, communication and other services rendered to or used on or about the Leased Premises assessed and payable from and after the Substantial Completion Date. Lessee also covenants to and agrees to pay all taxes and assessments levied upon the Leased Premises that are payable after the Substantial Completion Date and to pay a prorated share of taxes and assessments paid by Lessor prior to the Substantial Completion Date and applicable to any period after the Substantial Completion Date; provided, however, that if any such taxes or assessments may be paid in installments without penalty, the Lessee shall have the right to pay any such taxes or assessments in installments, and provided further that the Lessee shall also be liable for any property taxes assessed with respect to the Leased Premises after the Substantial Completion Date. 9.4 Compliance with The Lessee shall at all times from and after the Substantial Completion Date, at the Lessee's own cost and expense, perform and comply with all laws, rules, orders, ordinances, regulations and requirements now or hereafter enacted or promulgated (including, without limitation. all zoning, pollution and environmental requirements, hereinafter referred to as "Environmental Requirements"), of every government and municipality having jurisdiction over the Leased Premises and of any agency thereof, relating to the Leased Premises, or the Improvements thereon, or the facilities or equipment thereon or therein, or the streets, sidewalks, curbs and gutters adjoining the Leased Premises, or the use or operation of the Leased Premises, whether or not such laws' rules, orders, ordinances, regulations or requirements so involved shaft necessitate structural changes, .improvements, interference with use and enjoyment of the Leased Premises, replacements or repairs, and Lessee shall so perform and comply, whether or not such laws, rules, orders, ordinances, regulations or requirements shall now exist or shall hereafter be enacted or promulgated, and whether or not such laws, rules, orders, ordinances, regulations or requirements can be said to be within the present contemplation of the parties hereto. 9.5 Lessee's Right to Contest. The Lessee shall have the right to contest, by appropriate legal proceedings, any tax, charge, levy, assessment, lien or other encumbrance, and/or any law, rule, order, ordinance, regulation or other governmental requirement affecting the Leased Premises, and to postpone payment of or compliance the same during the pendency of such contest, provided that: (i) the Lessee shall not postpone the payment of any such tax, charge, levy, assessment, lien or other encumbrance for such length of time as shall permit the Leased Premises, or any lien thereon created by such item being contested, to be sold by any federal, state, county or municipal authority for the non-payment thereof; (ii) Lessee shall not postpone compliance with any such law, rule, order, 26

ordinance, regulation or other governmental requirement if Lessor will thereby be subject to criminal prosecution, or if any municipal or other governmental authority shall commence a process according to applicable law to carry out any act to comply with the same or to foreclose or sell any lien affecting all or part of the Leased Premises which shall have arisen by reason of such postponement or failure of compliance; (iii) Lessee shall proceed diligently and in good faith to resolve such contest; (iv) Such contest shall be in compliance with all laws, rules, orders, ordinances, regulations or other governmental requirements; and (v) Lessee shall not postpone compliance with any such laws, rules, orders, ordinances, regulations or other governmental requirements if the same shall invalidate any insurance required by this Lease. ARTICLE X ENVIRONMENTAL CONDITION OF IRE PROPERTY 10.1 Environmental Information. Lessee shall have the right following the Effective Date to have its own environmental assessment made of the Land, which additional environmental assessment may include further sampling and analysis. The cost of such further sampling and analysis shall be borne by Lessee. 10.2 Lessor's Representations and Warranties Regarding Environmental Conditions. Lessor has no knowledge of any Hazardous Substances presently located on or under the Land other than as disclosed in the Environmental Reports. The Lessor has not received any written notice alleging violation of any Environmental Laws with respect to the Land, nor, to the best of the Lessor's knowledge, have there been any written claims, demands, or suits made against any Person regarding potential liability for environmental response costs or natural resource damages in connection with the Property other than shown in the Environmental Reports. 10.3 Survival. The representations, covenants, warranties and indemnifications by Lessor contained in this Article X shall survive the closing of the sale of the Real Property for a period of twenty-five (25) years and shall not expire until the expiration of said 25-year period. 10.4 Supersedure. This Article X supersedes any limitation oor expiration on representations, warranties or indemnification provisions, and any indemnifications, with respect to environmental matters set forth elsewhere in this Agreement. 27

ARTICLE XI REPRESENTATIONS AND WARRANTIES 11.1 Lessor's Representations and Warranties. In order to induce Lessee to enter into this Agreement and the transactions contemplated hereby, Lessor makes the following representations and warranties as of the date of this Agreement and again as of the Closing Date: (a) Lessor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Washington and qualified to do business in the State of Washington. Lessor has full power to enter into this Agreement, to execute and deliver the Deed and all other documents required in this transaction, and to perform all of the terms, conditions and provisions hereof and as set forth in such documents. The acceptance and performance of the terms and provisions of this Agreement have been duly authorized and approved by all necessary parties and this Agreement is binding upon Lessor in accordance with its terms. (b) At the Closing Date, Lessor shall have good, marketable and indefeasible title to all of the Property subject only to the Permitted Encumbrances, and Lessor is aware of no other matters which adversely affect title thereto. (c) The Property will be subject to no encumbrances, defects, liens, adverse claims or other matters known to Lessor or of which Lessor is or may be aware except the Permitted Exceptions, and there will be no commitments or agreements, including leases, of any kind or character relating to the Property. In particular, Lessor has delivered to Lessee complete copies of all contracts of any nature with respect to the Property and is unaware of any defaults either by Lessor or by contracting parties with respect thereto, and to the best of Lessor's knowledge no basis exists for any default thereunder. It is understood and agreed that Lessor shall be responsible for any existing service, maintenance and operating contracts which Lessor has entered into, and that such contacts shall not be assumed by Lessee except in the event and to the extent that such contracts have been approved by Lessee and specifically assumed by Lessee at the Closing by Lessee's execution of the assignment of Service Contracts. (d) Other than disclosed by Lessor to Lessee as of the Effective Date, there is no claim, litigation, proceeding, or governmental investigation pending, or so far as is known to Lessor, threatened against or relating to Lessor's properties or business, the Property, or the transactions contemplated by this Agreement, or any dispute arising out of any contact or commitment entered into regarding the Property, nor is there any basis known to Lessor for any such action. (e) Neither the execution of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of the terms hereof, will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any agreement or instrument to which Lessor is, or is asserted to be, a party affecting the Property or to which the Property is subject or any applicable laws or regulations of any governmental body having jurisdiction. 28

(f) Lessor has not committed nor obligated itself in any manner whatsoever to sell the Property or any portion thereof to any party other than Lessee. Lessor has not hypothecated or assigned the rents or income from the Property in any manner. (g) Lessor has not received any notices from any insurance companies, governmental agencies or from any other parties with respect to any violations or other matters concerning the Property. (h) Lessor agrees to keep the Property free from liens which might result and to indemnify, defend, protect and hold Lessee harmless from any such liens and all attorneys' fees and other costs incurred by reason thereof. The provisions of this subsection (h) shall not limit the right of Lessor to contest in good faith claims of liens asserted in connection with the Project so long as Lessor is able to satisfy the requirements of Article VIII as of the date of Closing. (i) All certificates, schedules and other documents containing factual information to be delivered by Lessor, or by Lessor's officers and other agents pursuant to or in connection with this Agreement, are and shall be true and correct and do not and shall not contain any untrue statement of a material fact or omit to state any material fact the disclosure of which is necessary to make the statements contained therein and herein, in light of the circumstances under which they are made, not misleading. (j) As of the date of this Agreement, there is no, and at the Closing Date there will be no, labor dispute with any construction, maintenance or other personnel or employees of Lessor that could adversely affect the use operation or value of the Property. Lessor hereby agrees to defend, protect, indemnify and hold Lessee harmless from any and all loss, damage, liability or expense, including attorneys' fees and costs, Lessee may suffer as a result of any breach of or any inaccuracy in the foregoing representations and warranties. 11.2 Lessee's Representations and Warranties. Lessee represents (which representations shall be deemed to have been made again on the Closing Date) and agrees to indemnify Lessor from and against any loss or damage, including reasonable attorneys' fees and expenses, as a result of any inaccuracy in such representations, that (a) Lessee is a municipal corporation validly existing under the laws of the State of Washington and is qualified to do business in Washington; (b) Lessee has taken all steps necessary to authorize the transaction contemplated by this Agreement; (c) the officer executing this Agreement and all other documents in connection with this transaction is fully authorized and empowered to do so, and (d) upon execution by Lessee, this Agreement represents the lawful and binding obligation of Lessee. ARTICLE XII POSSESSIONS Possession of the Property shall be delivered to Lessee on the Closing Date free and clear of all leases, licenses or other agreements granting any Person the right to use or occupy all or any portion of the Property. Lessor shall afford authorized representatives of Lessee reasonable access to the Property 29

for the purposes of satisfying Lessee with respect to the representations, warranties, and covenants of Lessor contained herein and with respect to satisfaction of any conditions precedent to the Closing contained herein. ARTICLE XIII FIRE AND EXTENDED COVERAGE INSURANCE From and after the Substantial Completion Date or the date the Lessee takes possession of the Leased Premises, whichever is earlier, the Lessee shall maintain, or cause to be maintained, in full force and effect, fire and extended coverage insurance covering the Improvements in such amounts and covering such risks as the Lessee may require from time to time. Such insurance shall be carried with financially responsible insurance companies authorized to do business in the State of Washington, and may be carried under a policy or policies covering other property owned or controlled by Lessee, or the Lessee may be self- insured. The Lessee shall furnish to Lessor, on or before the effective date of any such policy or self insurance, and annually thereafter certificates of insurance evidencing that the insurance required by this Article XBI are in force and effect on the specified date and that the premiums therefore have been paid. Lessee agrees that such policies shall contain a provision that the same may not be cancelled without at least thirty (30) days' prior written notice being given by the insurer to Lessor. The amount of insurance maintained by Lessee in compliance with this Article XIII shall be in such amounts as may be established by the Lessee from time to time. The proceeds from any such insurance shall be paid to the Lessee. ARTICLE XIV LIENS The Lessee shall not create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Leased Premises. The Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge or remove any such mortgage, pledge, lien, charge, and encumbrance or claim if the same shall arise at any time. The Lessee shall reimburse the Lessor for any expense incurred by Lessor (including reasonable attorneys' fees) to discharge or remove any such Lessee-incurred mortgage, pledge, lien, charge, encumbrance or claim. ARTICLE XV OPTIONS TO PREPAY LEASE AND PURCHASE LEASED PREMISES 15.1 Option to Purchase. Provided that the Lessee is not in default under this Lease (including payment of any Additional Rent then due and owing), the Lessee shall have the option to purchase the Leased Premises and thereby terminate this Lease at any time on or after Substantial Completion by giving notice of its election to exercise its option and paying the Lease Payments. The Lease Payments of the Leased Premises shall be an amount equal to the total outstanding principal amount of Lease Payments set forth on Exhibit H, plus interest accrued thereon to the date of prepayment at the applicable rate(s) set forth on Exhibit H, plus an option exercise fee of one dollar ($1.00). 30

15.2 Exercise of Option. The Lessee shall give Lessor not less than 90 days prior written notice of its election to exercise its option to purchase under Section 15.1 hereof. The Lease Payments shall be paid in cash or same-day available funds by 10:00 a.m. Seattle time on the payment date specified in such notice (or such other date as the Lessee and Lessor may mutually, agree). 15.3 Conveyance of Leased Premises. On the payment date specified in the notice of election to exercise purchase option, or such other date as the Lessee and Lessor may mutually agree, Lessor shall convey the Leased Premises to the Lessee by Statutory Warranty Deed, and this Lease shall terminate. Nothing herein shall be construed to require the Lessee to exercise the purchase option herein granted. 15.4 Option to Partially Prepay Lease. The Lessee shall have the option to partially prepay the principal component of the Lease Payments, in $5,000 increments, in inverse order of maturities (as represented by the principal portion of the Lease Payments due each year as set forth in Exhibit H). Notice of such intent to prepay shall be given to the Lessor in writing not less than 90 days in advance of the intended prepayment date. Such prepayment may be at any time on or after the Substantial Completion Date. By 10:00 a.m. Seattle time on the date set for such prepayment, the Lessee shall pay to Lessor in cash or same-day available funds, an amount equal to the principal portion of Lease Payment to be prepaid, together with interest thereon to the date of prepayment Upon such prepayment, the term of this Lease shall be deemed modified such that this Lease terminates on the Lease Payment Date for the last outstanding Lease Payment not prepaid. 15.5 Option Not Exercised. If the Lessee does not exercise the purchase option hereunder upon termination of this Lease, then, after giving the Lessee ninety (90) days' written notice, Lessor may sell the Leased Premises to any third party. The proceeds from such sale, less the Lessor's costs in connection with the sale, shall be distributed to the Lessee. 15.6 Title to Real Property. At the Closing, Lessor shall convey to Lessee marketable and insurable fee simple title to the Real Property, by execution and delivery of a Statutory Warranty Deed to the Real Property in a form reasonably acceptable to Lessee (the "Deed"). Evidence of delivery of marketable and insurable fee simple title shall be the issuance by the Title Company of an ALTA extended coverage Owner's Policy of Title Insurance (Form B, Rev. 10/17170) with liability in the amount of the Purchase Price or any lesser sum as may be approved by Lessee, in Lessee's sole discretion (the "Title Policy") insuring fee simple title to the Real Property in Lessee, subject only to (i) easements, reservations, restrictions and other matters referred to as special exceptions in the Owner's Policy of Title Insurance approved by Lessee in writing; (ii) other exceptions created or suffered by Lessor following the Effective Date that have been approved by Lessee in writing; (iii) utility and other easements granted by Lessor following the Effective Date required for the use of the Property as a regional events center facility; and (iv) any liens, encumbrances or defects created or incurred by Lessee after the Effective Date (all of which are referred to in this Agreement as 'Permitted Exceptions"). The Title Policy shall include the following endorsements: (a) survey endorsement (WLTA form 116.1); (b) access to public right of way (WLTA form 103.7); (c) contiguity (CLTA form 116.4); (d) environmental liens (ALTA form 8.1); and (e) legal lot endorsement as to Property constituting validly subdivided legal lots. The indemnification of the title Company by Lessor, or the Contractor to induce the 31

Title Company to insure over any otherwise unpermitted exceptions to title shall not be allowed except with the prior written consent of Lessee in its sole discretion after full disclosure to Lessee of the nature and substance of the unpermitted exception and the nature of the indemnity. The Title Policy shall provide full coverage against construction liens arising out of the construction of the Public Facilities District Improvements on the Property. 15.7 Title to Personal Property and Intangible Property. At the Closing, Lessor shall transfer title to the Personal Property free and clear of all liens and encumbrances whatsoever except for the Permitted Exceptions and such liens and encumbrances as Lessee may approve in writing by execution and delivery of a warranty bill of sale in a form reasonably acceptable to Lessee. Lessor shall execute and delivery to Lessee any documents that Lessee may reasonably request in order to transfer to Lessee any intangible personal property included in the Property. ARTICLE XVI CLOSING 16.1 Closing Procedures. (a) The Closing shall be held at the offices of Escrow Agent. The Closing Date shall be within (30) days following Final Completion of the Public Facilities District Improvements. Such date may not be extended without the written approval of Lessor and Lessee except as otherwise expressly provided in this Agreement All documents shall be deemed delivered on the date the Deed is recorded. (b) In the event the Closing does not occur on or before the Closing Date, Escrow Agent shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited hereunder. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. 16.2 Delivery by Lessor. On or prior to the Closing Date, Lessor shall deposit with Escrow Agent, and shall deliver copies to Lessee to the extent not previously delivered prior to the Closing, the following: (a) Lessor shall execute and deliver to Lessee a good and sufficient Statutory Warranty Deed (the "Deed") to the Real Property in recordable form conveying good and marketable fee simple title free and clear of all liens and encumbrances, except for the Permitted Encumbrances, and all easements and rights appurtenant thereto; (b) A certificate from the Department of Licensing of the State of Washington indicating that, as of a date not more than five (5) business days prior to the Closing Date there are no filings against Lessor in the office of the Uniform Commercial Code division of the Department of Licensing which would be a lien on any of the Property (other than such filings, if any, as are being released at the time of closing; 32

(c) Lessor shall furnish to Lessee, at Lessee's sole cost and expense, the Title Policy; (d) Lessor shall deliver to Lessee the originals of all Permits, licenses, and approvals necessary for the occupation, use and operation of the Property, including, without limitation, the building permits and a certificate of occupancy issued by the appropriate governmental authority for the Public Facilities District Improvements. In the event the original is required to be posted on the Property, delivery of a duplicate shall be permitted; (e) Lessor shall deliver to Lessee the originals of all warranties and guarantees of contractors, subcontractors, suppliers and material-men received by Lessor in connection with the construction or installation of the Project and the acquisition of any equipment and Personal Property. Lessor shall deliver to Lessee a written assignment of such warranties and guarantees, in a form reasonably acceptable to Lessor and its counsel (hereinafter the "Assignment of Warranties"); (f) Lessor shall deliver to Lessee, at Lessor's expense, a complete set of final engineering plans and specifications of the Public Facilities District Improvements; (g) [This provision intentionally left blank] (h) Lessor shall provide a complete inventory of, and shall transfer to Lessee its interest in, any and all personal property required pursuant to Construction Documents, if any, to be located on the Real Property, by warranty bill of sale in a form reasonably acceptable to Lessee and its counsel. The cost of such personal property being transferred is included in the Purchase Price; (i) Lessor shall transfer to Lessee its interest in those Service Contracts approved by Lessee by execution and delivery of an assignment of Service Contracts; (j) Lessor shall execute and deliver to Lessee an affidavit which satisfies the requirements of Section 1445 of the Unites States Internal Revenue Code regarding foreign investors; (k) Any re-conveyance documents required to eliminate of record the Construction Loan and any other existing deeds of trust and other security documents which are a lien on the Real Property and any affidavit required to eliminate the Title Company exception for construction liens and the rights of parties in possession; (1) Confirmation of warranties made by Lessor in this Agreement; (m) Copies of books and records of Lessor which Lessee would require to operate and maintain the Property (including applicable maintenance records), together with keys to all entrance doors to, equipment and utility rooms located in the Property, which keys shall be properly tagged for identification; 33

(n) Such resolutions, authorizations, certificates or other limited liability documents or agreements relating to Lessor or as shall be reasonably required by Lessee or the Title Company in connection with this transaction; (o) Lessor shall duly execute (and acknowledge if appropriate) such other documents as reasonably necessary to effectuate this transaction; (p) Lessor shall deliver to Lessee all other documents required to be delivered at or prior to the Closing pursuant to the terms of this Agreement, and (q) An Affidavit of Prevailing Wages Paid verifying compliance with Section 5.9(d) 16.3 Delivery by Lessee. On or before the Closing Date, Lessee shall deposit with Escrow Agent the Purchase Price (less any adjustments authorized under this Agreement) and shall deposit the following: (a) Assignment of Service Contracts duly accepted by Lessee; (b) Confirmation of warranties made by Lessee; (c) Such resolutions, authorizations, certificates or other ordinances or agreements relating to Lessee or as shall be reasonably required by Lessor or the Title Company in connection with this transaction; (d) Lessee shall duly execute (and acknowledge if appropriate) such other documents reasonably necessary to effectuate this transaction; and (e) Lessee shall deliver to Lessor all other documents required to be delivered by Lessee at or prior to the Closing pursuant to this Agreement. 16.4 Pro-rations. All revenue and all expenses of the Property (other, than real and personal property taxes), including, but not limited to rents, water, sewer and utility charges, amounts payable under Service Contracts which are to be assumed by Lessee, annul permits and/or inspection fees (calculated on the basis of the respective periods covered thereby) and other expenses normal to the ownership, use, operation and maintenance of the Property shall be prorated as of the Closing Date. Because Lessee is exempt from property tax, no prorations of real and personal property taxes will be required, but Lessor shall pay all real and personal property taxes for the Property for the period up to and including the Closing Date. 16.5 Costs and Expenses. Lessee shall pay the premium for the Title Policy and all real estate excise taxes. Lessee shall pay the cost to record the Deed and any sales or use tax payable in connection with any personal property included as part of the Property. The escrow fees shall be paid equally by Lessor and Lessee. 34

16.6 Recordation. Provided that Escrow Agent has not received prior written notice from either party than an agreement of either party made hereunder has not been performed, or to the effect that any condition set forth herein has not been fulfilled, and further provided that Title Company has issued or is unconditionally prepared and committed to issue to Lessee the Title Policy, then Escrow Agent is authorized and instructed at 8:00 A.M.(or as soon thereafter as possible) on the Closing Date pursuant to joint escrow instructions to be executed by Lessee and Lessor to: (a) Record the Deed in the official records of Chelan County, Washington; (b) Assemble and deliver at least one fully executed counterpart of the assignment of Service Contracts to both Lessee and Lessor; (c) Deliver all documents described in Section 16.2 to Lessee; and (d) Record any re-conveyancing documents delivered by Lessor pursuant to Section 16.2 hereof. 16.7 Effect of Damage or Destruction of Property. If a material part of the Public Facilities District Improvements has been damaged and not fully restored, or replaced ( or, in the case of an unsubstantial loss or damage, provision for full restoration of replacement made) by the Closing Date, the Closing Date shall (i) be extended for the period of time necessary for Lessor to repair and restore the damaged portions of the Public Facilities District Improvements, or (ii) Lessee may elect to complete the Closing and shall receive from Lessor all insurance proceeds payable with respect to the damage. The determination of what is a material part of the Public Facilities District Improvements shall be made by Lessee in its sole discretion. ARTICLE XVII DESTRUCTION OF LEASED PREMISES In the event the Leased Premises are damaged or destroyed by fire or other casualty following the Substantial Completion Date, this Lease shall not terminate nor shall there be any abatement of the Lease Payments or Additional Rent otherwise payable by Lessee hereunder; provided, however, that the Lessee may elect to defease or prepay the Lease Payments in accordance with Section 15.4 hereof. ARTICLE XVIII DEFAULT; REMEDIES 18.1 Corrective Work. In the event of a material default in or of this Agreement or any of the representations, warranties, terms, covenants, conditions or provisions hereof by Lessor, which are not cured to Lessee's satisfaction on the Closing Date, Lessee may, at its election and without waiving its rights under the Agreement, elect to close the purchase of the Property and Lessee shall receive a credit against the Lease Payments in an amount equal to one hundred fifty percent (150%) of the estimated cost of the Corrective Work. All other Closing Procedures as set forth in this Agreement 35

shall remain in full force and effect. Upon completion of such Corrective Work, Lessee shall promptly furnish Lessor with a reasonably detailed summary of the actual cost of the Corrective Work. In the event that the actual cost of the Corrective Work is more than the amount set forth in the amount credited to Lessee at Closing, Lessor shall promptly pay to Lessee the difference between the actual cost and the amount set forth in the estimate. In the event that the actual cost of the Corrective Work is less than the amount credited to Lessee at Closing, Lessee shall promptly pay to Lessor the difference between the amounts credited toward the payment of the Lease Payments and the actual cost. In the event Lessee or Lessor, as the case may be, does not pay to the other party the total amount due and owing to -such party pursuant to the foregoing within ten (10) days following written demand therefore from such other party, the unpaid amount shall bear interest at the rate of twelve percent (12%) per annum from the date of the written demand therefore until the date of actual receipt thereof by the party to whom such amount is owed. 18.2 Specific Performance. In the event of a material breach or default in or of this Agreement or any of the representations, warranties, terms, covenants, conditions or provisions hereof by Lessor, Lessee shall have, in addition to a claim for damages for such breach or default, and in addition and without prejudice to any other right or remedy available under this Agreement or at law or in equity, the right to demand and have specific performance of this Agreement. 18.3 Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by Lessor or Lessee of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. ARTICLE XIX MISCELLANEOUS 19.1 Incorporation of Recitals; Definitions. Each recital set forth above is incorporated into this Agreement as though fully set forth herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in Article I of this Agreement. 19.2 Notices. All notices, demands, requests, consents and approvals which may, or are required to, be given by any party to any other party hereunder shall be in writing and shall be deemed given when (a) personally delivered, (b) given by machine-confirmed facsimile, or (c) after placement in the U.S. mail as certified or registered, return receipt requested, first-class postage prepaid, the receipt indicates delivery or refusal or failure to accept delivery: Lessor: Wenatchee Events Center, LLC 4909 East McDowell Road, Suite 104 Phoenix, AZ 85008 Attention: Rick Kozuback Telephone: (480) 994-0772 Facsimile: (480) 949-8616 36

Lessee: Greater Wenatchee Regional Events Center Public Facilities District 129 South Chelan Wenatchee, WA 98801 Attention: Allison Williams Telephone: (509) 664-3304 Facsimile: (509) 664-3335 Obligor: City of Wenatchee 129 South Chelan Wenatchee, WA 98801 Attention: Allison Williams Telephone: (509) 664-3304 Facsimile: (509) 664-3335 or to such other addresses as either party may from time to time designate in writing and deliver in a like manner. All notices shall be deemed to be complete upon actual receipt or refusal to accept delivery. Facsimile transmission of any signed original document and retransmission of any signed facsimile transmission shall be the same as delivery of an original document. At the request of either party, the parties will confirm facsimile transmitted signatures by signing an original document All notices required to be provided to Lessee or Lessor shall be provided to the City of Wenatchee. 19.3 Amendment. Waiver Assignment No modification, termination or amendment of this Agreement may be made except by written agreement or as otherwise may be provided in this Agreement. No failure by Lessor or Lessee to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition. Any party hereto, by notice and only by notice as provided in Section 18.2 hereof, may, but shall be under no obligation to, waive any of its rights or any conditions to its obligations hereunder, or any duty, obligation or covenant of any other party hereto. No waiver shall affect or alter this Agreement, and each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. All the terms, provisions and conditions of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. All the terms, provisions and conditions of this Agreement shall inure to the benefit of and be enforceable by Lessor's or Lessee's respective successors and. assigns, except that Lessor's interest under this Agreement may not be assigned, encumbered or otherwise transferred, whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Lessee, which consent shall not be unreasonably withheld. Notwithstanding the prior paragraph, Lessor may assign this Lease to a bathes trust department or nonprofit financing entity for purposes of issuing certificates of participation secured by the Lease Payments and Lessee expressly agrees that Lessor may assign Lease Payments and Additional Rent payments to the Construction Lender or any other lender financial institution in connection with the construction loan to Lessor. Lessor shall give the City no less than 10 days 37

notice of its intent to assign this Lease. The City shall cooperate in the issuance of the Sales Tax. Sales Tax means the sales and use tax imposed by the District pursuant to Resolution No. 2006-02, adopted by the Board on 7/5106, pursuant to RCW 82.14.390. Sales Tax Revenue means the money received by the PFD from the Washington State Department of Revenue on account of the Sales Tax. 19.4 Lessee's Disclaimer. Notwithstanding any other provision of this Agreement to the contrary, Lessee is under no obligation to construct or supervise construction of the Project or the installation of any Personal Property. It is understood and agreed that Lessee's rights under this Agreement are for the sole purpose of protecting its interest as contract vendee. The approval of any Construction Drawings, Detailed Specifications or Contract Documents, construction agreements, or service contracts shall not be construed by Lessor as a guaranty of sufficiency of the work and shall not excuse performance of any Lessor's obligation during the Warranty Periods. Lessee's right of inspection as provided in this Agreement shall not constitute any representation or warranty, expressed or implied, or any obligation of Lessee to insure that work or materials are in compliance with the Plans and Specifications or any building requirements imposed by a governmental agency. Lessee is not responsible to the Contractor or any other third parties for any purpose whatsoever. 19.5 Survival. All provisions of this Agreement which involve obligations, duties or rights which have not been determined or ascertained as of the Closing Date or the recording of the Deed and all representations, warranties and indemnifications made in or to be made pursuant to this Agreement shall be deemed to survive the Closing Date and/or the recording of the Deed and shall be enforceable in accordance with their terms. 19.6 Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement 19.7 Brokerage Fees. Each party represents to the other that no broker has been involved in this transaction. In the event of a claim for broker's fee, finder's fee, commission or other similar compensation in connection herewith, Lessor, if such claim is based upon any agreement alleged to have been made by Lessor, hereby agrees to indemnify Lessee against and hold Lessee harmless from any and all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable attorneys' fees and costs) which Lessee may sustain or incur by reason of such claim and Lessee, if such claim is based upon any agreement alleged to have been made by Lessee, hereby agrees to indemnify Lessor against and hold Lessor harmless from any and all damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) which Lessor may sustain or incur by reason of such claim. The provisions of this Section 19.7 shall survive the termination of this Agreement or the recording of the Deed to the Property. 19.8 Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between Lessee o and Lessor. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder. 38

19.9 Severability. If any provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. 19.10 Further Assurances, Each party hereto agrees that it will execute or furnish such documents and further assurances to the other or to proper authorities as may be necessary for the full implementation and consummation of this Agreement and the transactions contemplated hereby. 19.11 Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreements between the parties with respect to the purchase and sale of the Property and supersedes all prior and contemporaneous agreements and understandings between the parties hereto relating to the subject matter hereof. 19.12 Fair Construction. The provisions of this Agreement shall be construed as a whole according to their common meaning not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Agreement. Each party hereto and its counsel has reviewed and revised this Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 19.13 Authority. The persons signing below represent and warrant that they have the requisite authority to bind the party on whose behalf they are signing. 19.14 Time is of the Essence. For the purposes of this Agreement and all transactions contemplated hereunder, time is of the essence. 19.15 Arbitration. In the event a dispute arises between the parties regarding this agreement, either party (First Party) may submit the issue to arbitration by selecting an arbitrator and notifying the other party (Second Party) of the selection. The Second Party shall either approve such arbitrator and proceed to arbitration or select an alternate arbitrator. Second Party shall notify the First Party of such acceptance or selection within seven days of the first notification. Upon receiving notification of the selection of an alternate arbitrator, the First Party shall then approve the arbitrator and proceed to arbitration or reject the alternate arbitrator. First Party shall notify Second Party of such approval or rejection within seven days of receipt of the notice from Second party. In the case of Rejection, the first two selected arbitrators shall select a third arbitrator. The third arbitrator shall arbitrate the dispute. The arbitrators shall be familiar with the construction industry in Washington State. The arbitrator shall not be related to either party by blood or marriage to a principal or owner of either party and shall have no economic interest direct or indirect with either party. The arbitration shall take place within thirty days after selection of the arbitrator. The decision of the arbitrator shall be made within 14 days after the arbitrator has been named and shall be binding upon the parties. The parties shall share equally in the cost of the arbitrator. 19.16 Non-Waiver of Governmental Rights. Nothing contained in this Agreement shall require Lessee to take any discretionary action relating to 39

development of improvements to be constructed on the Property as part of the Project, including, but not limited to; environmental review, zoning and land use approvals, approval of applications to vacate public streets, permitting, or any other governmental approvals. 19.17 Agreement for Exclusive Benefit of Lessor and Lessee. The provisions of this Agreement are for the exclusive benefit of Lessor and Lessee and their respective permitted successors and assigns and not for the benefit of any other Person. This Agreement shall not be deemed to have conferred any rights upon any other Person. 19.18 Interest on Past-Due Obligations. Any amount due to either party hereunder which is not paid when due shall bear interest from the date due until paid at a rate equal to twelve percent (12%) per annum. 19.19 Governing Law. This Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of Washington. In the event any action is brought to enforce any of the provisions of this Agreement, the parties agree to be subject to exclusive in personam jurisdiction in the Chelan County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Wenatchee, Washington. 19.20 Memorandum of Agreement. Lessor shall execute, acknowledge and deliver to Lessee, simultaneous with the execution hereof, a memorandum of this Agreement, which shall, at Lessee's option, be recorded in the real property records of Chelan County, Washington, at any time after the Effective Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. "LESSEE" GREATER WENATCHEE REGIONAL EVENTS CENTER PUBLIC FACILITIES DISTRICT, a Washington municipal Corporation By: /s/ Joe Jarvis ------------------------------------- Joe Jarvis, Board President "LESSOR" WENATCHEE EVENTS CENTER, LLC a Washington limited Liability Company By: /s/ Rick Kozuback ------------------------------------- Global Entertainment Corporation, as executed by its President, Rick Kozuback, The managing Member of Wenatchee Events Center, LLC "OBLIGOR" CITY OF WENATCHEE, a Washington municipal corporation By: /s/ Dennis Johnson ------------------------------------- Dennis Johnson, Mayor 40

                                                                   Exhibit 10.10

                     [LOGO OF MILLER CAPITAL MARKETS, LLC]


December 14, 2007

STRICTLY CONFIDENTIAL

Global Entertainment Corporation
4909 East McDowell Road, Suite 104
Phoenix, Arizona 85008-4293

Attention: Rick Kozuback
           President and Chief Executive Officer

Dear Rick:

We are pleased to confirm the  arrangements  under which Miller Capital Markets,
LLC ("MCM"),  a registered  broker/dealer and a member of the Financial Industry
Regulatory   Authority,   is   engaged  by  Global   Entertainment   Corporation
(collectively with its subsidiaries and affiliates, the "Company") to act as its
exclusive  investment  banker  in  connection  with  any  potential  Acquisition
Transaction  (as defined  below)  between  the  Company and any other  person or
entity and as its exclusive  investment banker and placement agent in connection
with any  prospective  Financing  Transaction  (as defined below)  involving the
Company.  For purposes of this letter  agreement (this  "Agreement"),  the terms
Acquisition  Transaction and Financing  Transaction  are sometimes  collectively
referred to as a "Transaction."

     Section 1. Investment Banking Services.  During the term of this Agreement,
MCM will,  as the  Company's  investment  banker,  undertake  one or more of the
following activities as requested from time to time by the Company:

     (a)  Advise on  strategic  rationale,  transaction  structure  and  pricing
          parameters for any Transaction;

     (b)  Familiarize  itself with the  financial  condition and business of the
          Company  and, to the extent  necessary,  any  prospective  acquisition
          target or purchaser;

     (c)  Conduct a due-diligence  review and financial  analysis of the Company
          including  (without  limitation)  the review or preparation of various
          financial analysis reports and business  operations reports to be used
          in conjunction with a Company prepared private placement memorandum or
          other  memorandum  distributed  to third  parties  with  respect  to a
          Transaction;

     (d)  Advise and assist the  Company in  identifying  and  contacting  third
          parties (including prospective acquisition targets,  purchasers and/or
          financing   sources)  to  ascertain   their  interest  in  pursuing  a
          Transaction;

     (e)  Advise and manage the process relating to any Acquisition Transaction;

Global Entertainment Corporation December 14, 2007 Page 2 (f) Advise and manage the process relating to any Financial Transaction including contact and negotiations with any potential investors, co-underwriters and participating broker/dealers; and (g) Advise and manage the process related to any potential public offering, including contact and negotiations with any underwriters, placement agents and other relevant parties. The Company acknowledges that all advice (written or oral) given by MCM to the Company is intended solely for the benefit and use of the Company (including its management, directors or attorneys). Other than as may be required by law or regulation, no advice (written or oral) of MCM hereunder shall be used, reproduced, disseminated, quoted or referred to at any time, in any manner, or for any purpose, nor shall any public references to MCM be made by the Company (or its management, directors or attorneys), without the prior written consent by MCM, which consent shall not be unreasonably withheld. MCM is engaged in providing investment banking services and certain of its affiliates are engaged in providing financial advisory, consulting and other services. Nothing in this Agreement shall be construed to prohibit or limit the ability of MCM or its affiliates from pursuing, investigating, analyzing or engaging in investment banking, financial advisory and other business relationships with entities other than the Company, notwithstanding that such entities may be engaged in lines of business which are similar to those of the Company, and notwithstanding that such entities may have customers, or potential customers, similar or identical to those of the Company, and notwithstanding that such entities may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship or that such entities and the Company may have identified one or more common third-parties as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. Section 2. Certain Responsibilities, Representations and Warranties of the Company. In connection with MCM's engagement, the Company will furnish MCM with all information concerning the Company that MCM reasonably requests and will provide MCM with access to the Company's officers, directors and controlling shareholders. MCM will have access to the Company's legal and accounting professionals and, with prior approval from the Company, may utilize its own outside legal counsel and accounting professionals at the Company's expense. The Company represents and warrants to MCM that: (a) all such information is and will be true and accurate in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (b) any projected financial information or other forward-looking information which the Company provides to MCM (including without limitation any information compiled by MCM therefrom) will be made by the Company in good faith, based on management's best estimates then available and based on facts and assumptions which the Company believes to be reasonable. The Company recognizes the necessity of promptly notifying MCM of all material developments concerning the Company, its business and prospects and to supply MCM with all such information as may be necessary for MCM to comply with its own internal procedures as well as any legal or regulatory requirements. The Company acknowledges and agrees that MCM will be using and relying upon all information supplied by the Company and its officers, agents and others and any other publicly available information concerning the Company without any independent investigation or verification thereof or independent appraisal by MCM of the Company or its business or assets. Section 3. Compensation. The fees payable to MCM for the services provided hereunder shall consist of a fee (the "Success Fee") determined as follows:

Global Entertainment Corporation December 14, 2007 Page 3 (a) With respect to any transaction or series of related transactions involving (i) any merger, consolidation, joint venture or other business combination pursuant to which the business of the Company is combined with that of another entity, (ii) the acquisition by any person or entity, directly or indirectly, of a majority of the capital stock of the Company, by way of a negotiated purchase or any other means, (iii) the acquisition by the Company, directly or indirectly, of a majority of the capital stock of any other business or entity, by way of a negotiated purchase or any other means, (iv) the acquisition by any person or entity, directly or indirectly, of a majority of the assets, properties and/or business of the Company, by way of a direct or indirect purchase, lease, license, exchange, joint venture or other means, (v) the acquisition by the Company, directly or indirectly, of a majority of the assets, properties and/or business of any other person or entity, by way of a direct or indirect purchase, lease, license, exchange, joint venture or other means (collectively, an "Acquisition Transaction"), the Success Fee shall be an amount equal to: 5% of the Consideration from $1 and up to $3,000,000, plus 4% of the Consideration in excess of $3,000,000 and up to $6,000,000, plus 3% of the Consideration in excess of $6,000,000 and up to $9,000,000, plus 2% of the Consideration in excess of $9,000,000 and up to $12,000,000, plus 1% of the Consideration in excess of $12,000,000. With respect to any Acquisition Transaction, the term "Consideration" shall mean the total amount of cash and the fair market value of other property paid or payable (including amounts paid into escrow) by or to the seller and/or its shareholders in connection with an Acquisition Transaction, including amounts paid or payable in respect of convertible securities, options or similar rights, whether or not vested, plus, without duplication, the principal amount of all indebtedness for borrowed money (including capitalized leases) outstanding immediately prior to consummation of the Acquisition Transaction or, the case of a purchase of assets, all indebtedness for borrowed money assumed by the purchaser and, in any case, any indebtedness for borrowed money and any capital leases and/or preferred stock obligations retired or defeased by the purchaser or issued to the seller and/or its shareholders in connection with such Acquisition Transaction. (b) With respect to any private placement of equity, equity-linked or convertible debt securities the Success Fee shall be 10% of the Consideration. With respect to any private placement of any secured or unsecured senior or subordinated indebtedness or credit facilities or similar private arrangement with a lender (excluding bank loans, credit lines and arena financing in the normal course of business) the Success Fee shall be an amount equal to 4% of the Consideration. With respect to any pubic offering of securities the Success Fee shall be a percentage based on the amount of Consideration, as follows: If Consideration is then the Success Fee shall be ------------------- ----------------------------- $10,000,000 or less 2.75% of the Consideration $10,000,001 to $20,000,000 2.25% of the Consideration $20,000,001 to $30,000,000 1.75% of the Consideration greater than $30,000,000 1.25% of the Consideration

Global Entertainment Corporation December 14, 2007 Page 4 All such private placements (excluding bank loans, credit lines and arena financing in the normal course of business) and public offering transactions shall collectively be referred to herein as "Financing Transactions" and the Success Fee shall be calculated with respect to each separate Financing Transaction. With respect to any Financing Transaction, the term "Consideration" shall mean the gross proceeds received by or on behalf of the Company or its shareholders from the sale of any equity or equity-linked investment, debt or other instrument of indebtedness (including refinancings of existing debt), securities, contractual rights and any and all other things of value and other consideration, and hybrids and combination thereof. With respect to any Financing Transaction, MCM shall have the right to be granted a warrant (the "Warrant") to purchase shares or units equivalent to 10% of the shares or units issued as part of any equity or equity-linked securities transaction by the Company wherein MCM provided services under this Agreement. The Warrant price shall be $0.01 per share or unit and the exercise price shall be equal to 110% of the per share or unit value of the equity or equity-linked securities issued. Such Warrant will include (without limitation) priority piggyback registration rights for MCM on any future registration statement filings by the Company, and will expire five (5) years from the date of the effective date of such equity or equity-linked offering. (c) With respect to any transaction, other than an Acquisition Transaction or a Financing Transaction, that the Company completes with the assistance of MCM, the Company and MCM will negotiate in good faith appropriate compensation for MCM, which will take into account, among other things, the results obtained and the custom and practice among investment bankers acting in similar transactions. (d) MCM will be entitled to receive the compensation provided for in 3 (a), (b) and (c) above if a Transaction is consummated or an agreement is entered into during the term of this Agreement which subsequently results in a consummated Transaction during the term of this Agreement or at any time within twenty-four (24) months after expiration or termination of this Agreement for any reason. (e) If the Consideration of a Transaction is subject to increase by contingent payments related to future events, the portion of the Success Fee related thereto shall be payable as and when such payments are made. (f) For purposes of determining the fair market value of any non-cash Consideration, such determination shall be made on the business day preceding the closing of the Transaction, except that if any part of the Consideration in an Acquisition Transaction consists of marketable securities, for purposes of determining the amount of Consideration the value of those securities shall be determined by using the average of the last sale prices for those securities on the thirty (30) trading days ending the last business day preceding the closing of such Acquisition Transaction. (g) The Company shall cause the definitive transaction documents to which it is a party in any Transaction covered hereby to contain a condition precedent to the closing of such Transaction that the fees and expenses payable to MCM hereunder shall be paid at the closing of any such Transaction in the manner specified in Section 5 herein.

Global Entertainment Corporation December 14, 2007 Page 5 Section 4. Expenses. In addition to fees for professional services, the Company agrees to reimburse MCM for, and MCM will separately bill, all reasonable expenses as incurred, including travel costs, document production, mailings and other similar expenses, and reasonable fees and expenses of counsel and other professional advisors; provided, that all out-of-town travel, fees and expenses of counsel, third-party consultant fees and other significant expenses exceeding $1,000 will be subject to the prior approval of the Company, which approval shall not be unreasonably withheld. Reimbursable travel expenses hereunder shall include first-class air travel for the Chairman and CEO and coach air travel for other MCM representatives. All amounts billed by MCM under this Section 4 shall be paid within 15-days following the date invoiced by MCM. Section 5. Payments. All amounts payable under this Agreement are nonrefundable, shall be paid when due and shall be paid in immediately available funds in U.S. dollars, without setoff and without deduction for any withholding, value-added or other similar taxes, charges or fees. Section 6. Term. This Agreement will be effective on February 14, 2008 (the "Effective Date") and will expire on the date twenty four (24) months after the Effective Date; and provided, that the expiration of this Agreement shall not relieve the Company of any obligation to MCM for amounts earned or accrued hereunder through the expiration date. Section 7. Right of First Refusal. If at any time within twenty four (24) months following the successful closing of a Financing Transaction, as contemplated under this Agreement, the Company desires to commence any Financing Transaction, MCM shall have the right of first refusal to act as the Company's investment banker and, in such capacity, to arrange for placement agents or underwriters, as the case may be, with respect to any such Financing Transaction. If the Company decides to pursue any such Financing Transaction within such timeframe, and MCM exercises its right of first refusal provided hereunder, the Company and MCM will enter into an agreement appropriate to the circumstances. Section 8. Qualified Prospects. If at any time within twenty four (24) months following the expiration of this Agreement the Company closes an Acquisition Transaction, directly or indirectly, with any person or entity that was contacted by MCM in connection with pursuing a Transaction under this Agreement (such person or entity hereinafter referred to as a "Qualified Prospect") then the Company shall be obligated to pay MCM a fee at the close of such transaction equal in amount to the Success Fee formula that would have been otherwise applied to the Consideration of an Acquisition Transaction closed under this Agreement. Within fifteen (15) days following the expiration of this Agreement, MCM shall provide the Company a complete list of all Qualified Prospects. Section 9. Assignment and Transfer of Obligations. In the event that the Company transfers or otherwise conveys all or substantially all of its assets (including without limitation the assets of its subsidiaries) or grants the authority to operate all or any portion of its business or affiliated businesses to any person or entity (a "Successor Party"), all of the Company's obligations under this Agreement will be binding upon such Successor Party and the Company will not enter into or create an agreement, undertaking or legal obligation with a Successor Party without first requiring such Successor Party to accept and satisfy in full all of the Company's obligations under this Agreement. Notwithstanding anything to the contrary contained in this Section 9, this Section 9 shall not be applicable and will be of no force or effect if compliance with this Section 9 would result in the violation of any law or statute, the breach of any pre-existing agreement to which the Company or its affiliates is a party, or the inability of the Company to operate in accordance with its usual and customary practices.

Global Entertainment Corporation December 14, 2007 Page 6 Section 10. Indemnification. Because MCM will be acting for the benefit of the Company in connection with this engagement, the Company agrees to indemnify MCM and certain other persons, as set forth in the indemnification provisions attached hereto as Exhibit A, the provisions of which are incorporated herein in their entirety. Section 11. Advertisements. Upon completion of a Transaction, MCM may in its discretion place advertisements in such and other publications and media describing its services to the Company hereunder. The Company further agrees that any press release it may issue announcing a Transaction will contain a reference to MCM's role as investment banker to the Company in connection with such Transaction, and that MCM shall have the right to review and pre-approve any reference to it or its role as investment banker under this Agreement in any public statement made by the Company (such approval not to be unreasonably withheld). Section 12. Company Covenant re MCM Employees. The Company recognizes that client service officers and other employees of MCM and affiliates of MCM are necessary for the continued servicing by MCC of its several clients. Accordingly, the Company will not, during the term of this Agreement, and for a period of two years after its termination, employ any client service officer, account executive or other employee of MCM and affiliates of MCM in any capacity. Section 13. Notices. All notices and other written communications required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered to the addressee in person or mailed by registered or certified mail, return receipt requested, to the following addresses: If to MCM Miller Capital Markets, LLC 4909 East McDowell Road Phoenix, Arizona 85008-4293 Attention: J. Andrew Moorer President If to the Company: Global Entertainment Corporation 4909 East McDowell Road, Suite 104 Phoenix, Arizona 85008-4293 Attention: Rick Kozuback President and Chief Executive Officer Either party may change the address at which notice is to be given by notifying the other party in writing. Notices shall be deemed delivered upon delivery, if personally delivered, or, if mailed, three (3) days after deposit in the United States mail. Section 14. Applicable Law. The validity and interpretation of this Agreement shall be governed by the laws of the State of Arizona, without giving effect to the State of Arizona's choice of law principles, and all actions arising under this Agreement or arising out of the operative facts represented by services performed pursuant to this Agreement shall be resolved in the courts of the State of Arizona. Section 15. Assignment. The benefits of this Agreement (including without limitation the indemnification provisions hereof) shall inure to the respective successors and permitted assigns of the parties hereto and of the indemnified parties under such indemnification agreement and their respective successors, permitted assigns and representatives, and the obligations and liabilities

Global Entertainment Corporation December 14, 2007 Page 7 assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. This Agreement and the related indemnification agreement may not be assigned without the prior written consent of the non-assigning party. Section 16. Other Agreements. The Company further represents and warrants to MCM that (i) the Company has taken no action that would give any brokers, representatives, finders or other persons an interest in the compensation due to MCM in connection with any transaction contemplated hereby, (ii) there are no other investment bankers, financial advisors or similar persons other than MCM and its affiliates entitled to receive compensation from the Company in connection with any transaction contemplated hereby and (iii) this Agreement does not violate or constitute a breach or default under any contract, agreement, arrangement or understanding, whether written or oral, to which the Company or any of its subsidiaries is a party or by which its or their assets are bound. Section 17. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof and that no understandings or agreements, verbal or otherwise, exist between the parties except as set forth in this Agreement. Section 18. Amendment. This Agreement may not be amended or modified except in a writing duly executed by both MCM and the Company. Section 19. Severability. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement shall remain in full force and effect and the same shall be interpreted as though such invalid and illegal provision were not a part hereof. The remaining provisions shall be construed to preserve the intent and purpose of this Agreement and the parties shall negotiate in good faith to modify the provisions held to be invalid or illegal to preserve each party's anticipated benefits thereunder. Section 20. Titles and Subtitles. The titles of sections, paragraphs and clauses of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Section 21. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any breach or default under this Agreement, or an acquiescence therein, or in any similar breach or default thereafter occurring; nor shall any delay or omission to exercise any right, power or remedy or any waiver of any single breach or default be deemed a waiver of any other right, power or remedy or breach or default theretofore or thereafter occurring. Section 22. Purpose of Agreement. The purpose of this Agreement is to set forth the services that MCM will provide to the Company, as an independent contractor, either as specifically provided herein or as subsequently requested by the Company and agreed to in writing by MCM. The parties hereto do not intend to create any special, fiduciary or agency relationship between them. In addition, the exclusivity of the relationship between MCM and the Company refers to the fact that the services to be provided by MCM hereunder are to be provided solely by MCM and that the fees to be paid by the Company hereunder are solely for the benefit of MCM. There may be other services which are required to be provided to the Company in connection with any transaction contemplated by this Agreement and which will be provided by other parties (e.g., legal council, independent auditors or appraisers), which other parties would be engaged and compensated by the Company. Furthermore, the parties hereto understand that MCM is not required to purchase any securities, and that MCM's engagement hereunder does not ensure the successful negotiation or consummation of any Transaction. This Agreement is solely for the benefit of MCM and the Company and is not

Global Entertainment Corporation December 14, 2007 Page 8 intended to create rights or obligations of either party for the benefit of third parties, including without limitation the creditors of the Company. Section 23. Confidentiality. Information provided by the Company to MCM in connection with this Agreement that is identified by the Company as confidential will be kept confidential and will only be used by MCM for purposes of its engagement hereunder, except for information that (i) was in MCM's possession prior to its disclosure by the Company, (ii) is publicly disclosed other than by MCM in violation of this Agreement, (iii) is obtained by MCM from a person other than the Company who, to the knowledge of MCM, is not under a confidentiality obligation to the Company, (iv) the Company agrees may be disclosed, or (v) is required to be disclosed under compulsion of law (whether by interrogatory, subpoena, civil investigative demand or otherwise), by order or act of any court or governmental or regulatory authority or body or by MCM's independent auditors or accountants. MCM may also disclose such information to those of its own and its affiliates' respective officers, directors, employees, auditors and professional advisors who need to know such information for purposes of performing the services described in this Agreement. If the terms of MCM's engagement as set forth in this agreement are satisfactory, please sign the enclosed copy of this letter and return it to the undersigned, whereupon this letter agreement shall constitute a binding agreement as of the date first above written. We look forward to working with the Company on this assignment. SIGNATURE PAGE FOLLOWS

Global Entertainment Corporation December 14, 2007 Page 8 Very truly yours, MILLER CAPITAL MARKETS, LLC By: /s/ J. Andrew Moorer ----------------------------------------- Name: J. Andrew Moorer Title: President Accepted and Agreed as of the date first written above: GLOBAL ENTERTAINMENT CORPORATION By: /s/ Rick Kozuback ----------------------------------------- Name: Rick Kozuback Title: President and Chief Executive Officer

Global Entertainment Corporation December 14, 2007 Page 10 EXHIBIT A In connection with the engagement, the Company agrees to indemnify and hold harmless MCM and its affiliates, their respective directors, officers, controlling persons (within the meaning of Section 15 of the Securities Act of 1933 or Section 20(a) of the Securities Exchange Act of 1934), if any, agents and employees of MCM or any of MCM's affiliates (collectively, "Indemnified Persons" and individually, an "Indemnified Person") from and against any and all actions, claims, suits, proceedings, liabilities, losses, damages and expenses incurred, joint or several (collectively, "Claims"), by any Indemnified Person which are related to or arise from MCM's engagement by the Company, including Claims that relate to or arise from any actions taken or omitted to be taken (including any untrue or alleged untrue statements made or any statements omitted or alleged to be omitted) by the Company or which relate to or arise from securities laws or any other law or legal theory, and will reimburse MCM and any other Indemnified Person for all costs and expenses, as they are incurred, in connection with investigating, preparing for, providing depositions for, testifying in or defending any such action or claim, formal or informal, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, whether or not MCM or any Indemnified Person is named as a party thereto and whether or not any liability results therefrom related to or arising from the foregoing (collectively, "Costs"). The Company will not, however, be responsible for (a) any amount paid in settlement of Claims without the Company's consent unless such consent is unreasonably withheld, or (b) any Claims which are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and primarily from an Indemnified Person's gross negligence or willful misconduct. Promptly after MCM receives notice of the commencement of any action or other proceeding in respect of which indemnification or reimbursement may be sought hereunder, MCM will notify the Company thereof; but the omission so to notify the Company shall not relieve the Company from any obligation hereunder unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses. If any such action or other proceeding shall be brought against any Indemnified Person, the Company shall, upon written notice given reasonably promptly following MCM's notice to the Company of such action or proceeding, be entitled to assume the defense thereof at the Company's expense with counsel chosen by the Company and reasonably satisfactory to such Indemnified Person; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such defense. Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel retained by the Company, (i) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that are different from or additional to those available to the Company, or (ii) a difference of position or potential difference of position exists between the Company and such Indemnified Person; which in either case would make it ethically impermissible for such counsel to represent all potential defendants; provided, however, that in no event shall the Company be required to pay fees and expenses under this indemnity for more than one firm of attorneys (in addition to local counsel) in any jurisdiction in any one legal action or group of related legal actions, regardless of the number of Indemnified Persons involved or potentially involved in such action or group of related actions. The Company agrees that neither MCM nor any other Indemnified Person shall have any liability to the Company for or in connection with such engagement except liability for Claims which are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and primarily from an Indemnified Person's gross negligence or willful misconduct. The Company also agrees that the Company will not, without the prior written consent of MCM, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not MCM or any Indemnified Person is an actual or potential party to such Claim). No such settlement, compromise or consent shall impose any material obligation on MCM or any other Indemnified Person or contain any admission of culpability on the part of MCM or any Indemnified Person. Such settlement, compromise or consent shall include an unconditional release of MCM and each other Indemnified Person from all liability arising out of such Claim, and the Company shall furnish MCM with a copy of such settlement reasonably in advance of entering into such settlement. In order to provide for just and equitable contribution, if a demand for indemnification or reimbursement for Claims or Costs is made pursuant to these provisions but is not available for any reason, then the Company, on the one hand, and MCM, on the other hand, shall contribute to such Claims or Costs for

Global Entertainment Corporation December 14, 2007 Page 11 which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and MCM on the other hand, in connection with the transaction or transactions from which the Claims or Costs in question arose. The relative benefits received by the Company, on the one hand, and by MCM, on the other hand, shall be deemed to be in the same proportion as the value (before deducting expenses) of the consideration paid by or received by the Company or its stockholders or comparable equity owners, as the case may be, in connection with the transaction or transactions from which the Claims or Costs in question arose bears to the total fees actually received by MCM in connection therewith. If the allocation provided by the foregoing sentence is not permitted by applicable law, then such allocation shall be based not only on such relative benefits determined as aforesaid but also on the relative fault of the Company, on the one hand, and MCM, on the other, as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, the parties' relative intents, knowledge, access to information and, if applicable, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by MCM, and any other equitable considerations appropriate in the circumstances. Any such contribution shall be subject to the limitation that in any event MCM's aggregate contribution to all Claims or Costs for which contribution is available hereunder shall not exceed the amount of fees actually received by MCM pursuant to the particular engagement relating to the transaction or transactions from which the Claims or Costs in question arose. The foregoing rights to indemnity, reimbursement and contribution shall be in addition to any rights that MCM and/or any other Indemnified Person may have at common law or otherwise. The Company hereby consents to personal jurisdiction, service of process and venue in any court in which any Claim which is subject hereto is brought against MCM or any other Indemnified Person. In connection with MCM's engagement of even date herewith, MCM may also be engaged to act for the Company in one or more additional capacities. The terms of any such engagement may be embodied in one or more separate written agreements. These indemnification provisions shall apply to the engagement of even date herewith, all such other engagements (whether written or oral) and any modification thereof and shall remain in full force and effect following the completion or termination of any such engagement

                                                                   Exhibit 10.11

                           [LOGO OF THE MILLER GROUP]

                              CONSULTING AGREEMENT

This Agreement is effective on February 14, 2008 (the "Effective  Date") between
Global  Entertainment   Corporation  (collectively  with  its  subsidiaries  and
affiliates,  the "Company") and Miller Capital Corporation ("MCC"),  pursuant to
which MCC will furnish to the Company certain services as set forth herein.

1. MCC SERVICES.

MCC will  perform  the  following  services  for the  Company  pursuant  to this
Agreement:

     A.   Financial   consultation   with  respect  to  the  Company's   funding
          requirements and projected associated costs; and

     B.   Advice and  consultation  with  respect  to  financial  structure  and
          markets,   including   (without   limitation)   advising  the  Company
          regarding, and assisting with the arrangement and structure of private
          and public placements of equity and debt financings; and

     C.   Advice and consultation with respect to potential merger, acquisition,
          joint venture, divestiture and other transactions; and

     D.   Investor relations services; and

     E.   Preparation  of  various  reports   including  such  reports  as;  due
          diligence  review,  business  operations and financial plan,  business
          strategy and analysis,  financial markets review,  business  valuation
          analysis,  fairness opinion, board and executive compensation plan and
          analysis  and  other  reports  undertaken  during  the  term  of  this
          Agreement  that are  mutually  agreed to with  respect to content  and
          scope  (each  such  report   referred  to  hereinafter  as  a  "Report
          Assignment").

It is expressly  acknowledged  and agreed by the parties  hereto that MCC is not
registered with the Securities and Exchange  Commission (SEC) as a broker/dealer
or a member of the  Financial  Industry  Regulatory  Authority  (FINRA).  Miller
Capital Markets, LLC, an affiliate of MCC, is a registered  broker/dealer and it
is expressly  contemplated  that any and all services of the type required under
applicable  laws and  regulations  to be provided by a registered  broker/dealer
would be provided to the Company by Miller  Capital  Markets,  LLC pursuant to a
separate engagement agreement negotiated and entered into by such parties.

It is  expressly  acknowledged  and agreed by the  parties  hereto  that MCC and
employees  and  affiliates  of MCC  are  independent  contractors  and  are  not
employees or officers of the Company.

2. CERTAIN RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

In  connection  with MCC's  engagement,  the Company  will  furnish MCC with all
information concerning the Company that MCC reasonably requests and will provide
MCC  with  access  to  the  Company's   officers,   directors  and   controlling

Mr. Richard Kozuback Global Entertainment Corporation December 14, 2007 Page 2 shareholders. MCC will have access to the Company's legal and accounting professionals and, with prior approval from the Company, may utilize its own outside legal counsel and accounting professionals at the Company's expense. The Company represents and warrants to MCC that: (a) all such information is and will be true and accurate in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (b) any projected financial information or other forward-looking information which the Company provides to MCC (including without limitation any information compiled by MCC therefrom) will be made by the Company in good faith, based on management's best estimates then available and based on facts and assumptions which the Company believes to be reasonable. The Company recognizes the necessity of promptly notifying MCC of all material developments concerning the Company, its business and prospects and to supply MCC with all such information as may be necessary for MCC to comply with its own internal procedures as well as any legal or regulatory requirements. The Company acknowledges and agrees that MCC will be using and relying upon all information supplied by the Company and its officers, agents and others and any other publicly available information concerning the Company without any independent investigation or verification thereof or independent appraisal by MCC of the Company or its business or assets. 3. CONFIDENTIALITY. Information provided by the Company to MCC in connection with this Agreement that is identified by the Company as confidential will be kept confidential and will only be used by MCC for purposes of its engagement hereunder, except for information that (i) was in MCC's possession prior to its disclosure by the Company, (ii) is publicly disclosed other than by MCC in violation of this Agreement, (iii) is obtained by MCC from a person other than the Company who, to the knowledge of MCC, is not under a confidentiality obligation to the Company, (iv) the Company agrees may be disclosed, or (v) is required to be disclosed under compulsion of law (whether by interrogatory, subpoena, civil investigative demand or otherwise), by order or act of any court or governmental or regulatory authority or body or by MCC's independent auditors or accountants. MCC may also disclose such information to those of its own and its affiliates' respective officers, directors, employees, auditors and professional advisors who need to know such information for purposes of performing the services described in this Agreement. 4. COMPENSATION AND FEES. For services rendered under this Agreement, MCC shall receive the following compensation and fees: A. As compensation for the services set forth in section 1.A. through 1.D above, the Company shall pay MCC a monthly service fee of $15,000 each month throughout the term of this Agreement, the first monthly payment of which is due on the 20th of March, 2008 and continuing on the same day each month thereafter. B. The Company will pay MCC a fee with respect to substantive updates of any previously issued Report, as well as other Report Assignments undertaken thereafter pursuant to Section 1.E. of this Agreement. The Company and MCC will negotiate in good faith appropriate compensation for MCC, which will take into account, among other things, the custom and practice among consultants and advisors providing similar services. Payment for each Report Assignment shall be due and payable on the date such report is presented to the Company. C. With respect to any other payments for services provided to the Company by MCC not otherwise covered under A and B above, the Company and MCC will negotiate in good faith appropriate compensation for MCC, which will take into account, among other things, the custom and practice among consultants and advisors providing similar services. D. Out-of-pocket expenses incurred by MCC in connection with the services performed hereunder will be payable by the Company upon submission by MCC of monthly invoices delineating such expense, provided that any

Mr. Richard Kozuback Global Entertainment Corporation December 14, 2007 Page 3 expense over $1,000 must be approved by the Company in advance. Reimbursable travel expenses hereunder shall include first-class air travel for the Chairman, CEO and President of MCC and coach air travel for all other MCC travel. All amounts billed shall be paid within fifteen (15) days following the date invoiced by MCC. E. All amounts payable under this Agreement are nonrefundable, shall be paid when due and shall be paid in immediately available funds in U.S. dollars, without setoff and without deduction for any withholding, value-added or other similar taxes, charges or fees. 5. RESTRICTED STOCK. Effective on February 14, 2008, MCC will receive a restricted stock grant consisting of 6,000 shares of the Company's common stock, which will be fully vest on the first anniversary of the date of grant and shall contain such other terms and conditions (including, without limitation, registration rights and accelerated vesting provisions) as shall generally be applicable to restricted stock grants made to members of the Company's Board of Directors pursuant to the Company's equity compensation plans. 6. COMPANY COVENANT RE MCC EMPLOYEES. The Company recognizes that client service officers and other employees of MCC are necessary for the continued servicing by MCC of its several clients. Accordingly, the Company will not, during the term of this Agreement, and for a period twenty-four (24) month period after its termination, employ any client service officer, account executive or other employee of MCC in any capacity. 7. ASSIGNMENT. The benefits of this Agreement shall inure to the respective successors and permitted assigns of the parties hereto and of the indemnified parties under such indemnification agreement and their respective successors, permitted assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. This Agreement may not be assigned without the prior written consent of the non-assigning party. 8. INTEGRATION. This writing constitutes the full and complete agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements with respect thereto. This Agreement may not be modified by any method other than another writing signed by the parties. 9. HEADINGS. The paragraph headings have been inserted for convenience and shall not be construed in a manner contrary to the text of this Agreement. 10. ATTORNEY FEES. In the event of any action or proceeding to enforce the provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorney fees, such fees to be set by a judge and not by a jury and to be included in any judgment entered in such action or proceeding.

Global Entertainment Corporation December 14, 2007 Page 4 11. INDEMNIFICATION. Because MCC will be acting for the benefit of the Company in connection with this engagement, the Company agrees to indemnify MCC and certain other persons, as set forth in the indemnification provisions attached hereto as Exhibit A, the provisions of which are incorporated herein in its entirety. The provisions of this section shall survive any termination of the engagement that is the subject of this letter. 12. PUBLICITY. The Company approves the use by MCC of the Company's name and/or logo in publicity that includes tombstones and advertising related materials used exclusively by MCC. MCC agrees to obtain prior approval, which approval will not be unreasonably withheld, for the use of the Company's name or logo in any other circumstance. 13. EFFECTIVE DATE AND TERM. This Agreement shall be effective on the Effective Date and shall continue in effect for a period of twenty-four (24) months thereafter; and provided, that the expiration of this Agreement shall not relieve the Company of any obligation to MCC for amounts earned or accrued hereunder through the expiration date. 14. EXCLUSIVITY. MCC will be the Company's exclusive financial advisor, and the Company covenants and agrees that it will not engage any other person or entity (other than affiliates of MCC) to provide services similar to those to be provided by MCC hereunder without the prior written consent of MCC. Without limiting the preceding sentence, in no event shall any obligation directly or indirectly incurred by or on behalf of the Company or any other person or entity for fees or expenses payable to any other party (including, without limitation, any other advisor or consultant) reduce, impair or otherwise affect the fees payable to MCC hereunder. 15. NOTICE. All notices and other written communications required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered to the addressee in person or mailed by registered or certified mail, return receipt requested, to the following addresses: If to MCM Rudy R. Miller Chairman, President and CEO Miller Capital Corporation 4909 East McDowell Road Phoenix, Arizona 85008-4293 If to the Company: Rick Kozuback President and CEO Global Entertainment Corporation 4909 East McDowell Road Suite 104 Phoenix, Arizona 85008-4293 Either party may change the address at which notice is to be given by notifying the other party in writing. Notices shall be deemed delivered upon delivery, if personally delivered, or, if mailed, three (3) days after deposit in the United States mail.

Global Entertainment Corporation December 14, 2007 Page 5 16. APPLICABLE LAW. The validity and interpretation of this Agreement shall be governed by the laws of the State of Arizona, without giving effect to the State of Arizona's choice of law principles, and all actions arising under this Agreement or arising out of the operative facts represented by services performed pursuant to this Agreement shall be resolved in the courts of the State of Arizona. AGREED AND ACCEPTED: Please confirm that the foregoing correctly sets forth our mutual understanding by signing and returning the copy of this Agreement provided for that purpose. Global Entertainment Corporation Miller Capital Corporation Rick Kozuback Rudy R. Miller By: /s/ Rick Kozuback By: /s/ Rudy R. Miller ---------------------------------- -------------------------------- Title: President and CEO Title: Chairman, President and CEO ------------------------------- ------------------------------ Date: December 14, 2007 Date: December 14, 2007 ------------------------------- -------------------------------

EXHIBIT A In connection with the engagement, the Company agrees to indemnify and hold harmless MCC and its affiliates, their respective directors, officers, controlling persons , if any, agents and employees of MCC or any of MCC's affiliates (collectively, "Indemnified Persons" and individually, an "Indemnified Person") from and against any and all actions, claims, suits, proceedings, liabilities, losses, damages and expenses incurred, joint or several (collectively, "Claims"), by any Indemnified Person which are related to or arise from MCC's engagement by the Company, including Claims that relate to or arise from any actions taken or omitted to be taken (including any untrue or alleged untrue statements made or any statements omitted or alleged to be omitted) by the Company or which relate to or arise from securities laws or any other law or legal theory, and will reimburse MCC and any other Indemnified Person for all costs and expenses, as they are incurred, in connection with investigating, preparing for, providing depositions for, testifying in or defending any such action or claim, formal or informal, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, whether or not MCC or any Indemnified Person is named as a party thereto and whether or not any liability results therefrom related to or arising from the foregoing (collectively, "Costs"). The Company will not, however, be responsible for (a) any amount paid in settlement of Claims without the Company's consent unless such consent is unreasonably withheld, or (b) any Claims which are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and primarily from an Indemnified Person's gross negligence or willful misconduct. Promptly after MCC receives notice of the commencement of any action or other proceeding in respect of which indemnification or reimbursement may be sought hereunder, MCC will notify the Company thereof; but the omission so to notify the Company shall not relieve the Company from any obligation hereunder unless, and only to the extent that, such omission results in the Company's forfeiture of substantive rights or defenses. If any such action or other proceeding shall be brought against any Indemnified Person, the Company shall, upon written notice given reasonably promptly following MCC's notice to the Company of such action or proceeding, be entitled to assume the defense thereof at the Company's expense with counsel chosen by the Company and reasonably satisfactory to such Indemnified Person; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such defense. Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel retained by the Company, (i) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that are different from or additional to those available to the Company, or (ii) a difference of position or potential difference of position exists between the Company and such Indemnified Person; which in either case would make it ethically impermissible for such counsel to represent all potential defendants; provided, however, that in no event shall the Company be required to pay fees and expenses under this indemnity for more than one firm of attorneys (in addition to local counsel) in any jurisdiction in any one legal action or group of related legal actions, regardless of the number of Indemnified Persons involved or potentially involved in such action or group of related actions. The Company agrees that neither MCC nor any other Indemnified Person shall have any liability to the Company for or in connection with such engagement except liability for Claims which are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and primarily from an Indemnified Person's gross negligence or willful misconduct. The Company also agrees that the Company will not, without the prior written consent of MCC, settle or compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not MCC or any Indemnified Person is an actual or potential party to such Claim). No such settlement, compromise or consent shall impose any material obligation on MCC or any other Indemnified Person or contain any admission of culpability on the part of MCC or any Indemnified Person. Such settlement, compromise or consent shall include an unconditional release of MCC and each other Indemnified Person from all liability arising out of such Claim, and the Company shall furnish MCC with a copy of such settlement reasonably in advance of entering into such settlement. In order to provide for just and equitable contribution, if a demand for indemnification or reimbursement for Claims or Costs is made pursuant to these provisions but is not available for any reason, then the Company, on the one hand, and MCC, on the other hand, shall contribute to such Claims or Costs for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and MCC on the other hand, in connection with the transaction or transactions from which the Claims or Costs in question arose. The relative

benefits received by the Company, on the one hand, and by MCC, on the other hand, shall be deemed to be in the same proportion as the value (before deducting expenses) of the consideration paid by or received by the Company or its stockholders or comparable equity owners, as the case may be, in connection with the transaction or transactions from which the Claims or Costs in question arose bears to the total fees actually received by MCC in connection therewith. If the allocation provided by the foregoing sentence is not permitted by applicable law, then such allocation shall be based not only on such relative benefits determined as aforesaid but also on the relative fault of the Company, on the one hand, and MCC, on the other, as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, the parties' relative intents, knowledge, access to information and, if applicable, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by MCC, and any other equitable considerations appropriate in the circumstances. Any such contribution shall be subject to the limitation that in any event MCC's aggregate contribution to all Claims or Costs for which contribution is available hereunder shall not exceed the amount of fees actually received by MCC pursuant to the particular engagement relating to the transaction or transactions from which the Claims or Costs in question arose. The foregoing rights to indemnity, reimbursement and contribution shall be in addition to any rights that MCC and/or any other Indemnified Person may have at common law or otherwise. The Company hereby consents to personal jurisdiction, service of process and venue in any court in which any Claim which is subject hereto is brought against MCC or any other Indemnified Person. In connection with MCC's engagement of even date herewith, MCC may also be engaged to act for the Company in one or more additional capacities. The terms of any such engagement may be embodied in one or more separate written agreements. These indemnification provisions shall apply to the engagement of even date herewith, all such other engagements (whether written or oral) and any modification thereof and shall remain in full force and effect following the completion or termination of any such engagement.

                                                                   Exhibit 10.12




                    WESTERN PROFESSIONAL HOCKEY LEAGUE, INC.





                                LICENSE AGREEMENT










                         -------------------------------
                                     (Owner)


                         -------------------------------
                                   (Home City)

WPHLI LICENSE AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS.............................................................. 1 1.1. System............................................................ 1 1.2. Governing Documents............................................... 1 1.3. Marks............................................................. 1 2. GRANT, PROTECTED TERRITORY, TERM......................................... 1 2.1. Grant............................................................. 1 2.2. Protected Territory............................................... 1 2.3. Term.............................................................. 2 3. WPHLI's OBLIGATIONS...................................................... 2 3.1. Pre-Operational Obligations....................................... 2 3.1.1. System License............................................. 2 3.1.2. Governing Documents........................................ 2 3.1.3. Arena Contract Assistance.................................. 2 3.1.4. System Products............................................ 3 3.1.5. Training Manual............................................ 3 3.1.6. Recruitment................................................ 3 3.1.7. Initial Training........................................... 3 3.1.8. Uniforms................................................... 4 3.1.9. On-Site Pre-Opening Assistance............................. 4 3.2. Post-Operational Obligations...................................... 4 3.2.1. System Benefits........................................... 4 3.2.2. Scheduling League Games................................... 4 3.2.3. Officiate Games........................................... 4 i

3.2.4. On-Site Opening Assistance................................ 4 3.2.5. On-Going Consultation..................................... 5 3.2.6. Additional Training and Updates........................... 5 3.2.7. Standards................................................. 5 3.2.8. Board of Governors........................................ 5 3.2.9. Additional Assistance..................................... 5 3.2.10. Marketing Assistance...................................... 6 3.2.11. Advertising Associations.................................. 6 3.2.12. Rule Enforcement.......................................... 6 3.2.13. Salary Cap................................................ 6 4. HOME ARENA............................................................... 7 4.1. Home Arena Contract............................................... 7 4.1.1. [ ] OPTION 1: Pre-Agreed Lease............................. 7 4.1.2. [ ] OPTION 2: Obtain Own Lease............................. 7 4.2. Home Arena Operation.............................................. 8 4.3. Change of Home Arena.............................................. 8 5. OWNER'S OBLIGATIONS...................................................... 9 5.1. Team Operation.................................................... 9 5.2. Personnel......................................................... 9 5.2.1. Personnel Generally........................................ 9 5.2.2. Management Personnel....................................... 9 5.2.3. Players.................................................... 10 5.3. Training.......................................................... 10 5.4. Minimum Ticket Sales.............................................. 11 5.5. Best Efforts...................................................... 11 ii

6. LEAGUE MANAGEMENT........................................................ 12 6.1. Board of Governors................................................ 12 6.2. Membership........................................................ 12 6.3. Powers of the Board of Governors.................................. 12 6.3.1. Schedule................................................... 12 6.3.2. League Rules............................................... 12 6.3.3. Playoffs................................................... 12 6.3.4. Player's Contract.......................................... 12 6.3.5. Advertising Fund........................................... 12 6.3.6. Marketing.................................................. 13 6.3.7. Administration............................................. 13 6.4. Attendance................................................... 13 7. OWNER'S PAYMENTS......................................................... 13 7.1. Initial Fee....................................................... 13 7.2. Assessment Fee.................................................... 13 7.3. Letter of Credit.................................................. 14 7.4. Training and Assistance........................................... 14 7.5. Advertising....................................................... 15 7.5.1. Local Advertising.......................................... 15 7.5.2. Advertising Associations................................... 15 7.5.3. Advertising Fund........................................... 15 7.6. Transfer Fee...................................................... 16 7.7. Revenue........................................................... 16 7.8. Payment Terms..................................................... 17 iii

8. RESTRICTIONS............................................................. 17 8.1. Business.......................................................... 17 8.2. Standards......................................................... 18 8.3. Supplies.......................................................... 19 8.4. Finances and Records.............................................. 19 8.4.1. Finances................................................... 19 8.4.2. Reporting.................................................. 20 8.4.3. Records.................................................... 20 8.4.4. Computer................................................... 21 8.5. Ethical Conduct................................................... 21 8.6. Use of Goodwill................................................... 22 8.6.1. Advertising................................................ 22 8.6.2. Media Rights............................................... 22 8.6.3. Merchandizing.............................................. 23 8.6.4. Marketing.................................................. 23 8.6.5. Enforcement................................................ 24 9. RELATIONSHIP............................................................. 24 9.1. Independent Business.............................................. 24 9.2. Proprietary Information........................................... 25 9.3. Business Restrictions............................................. 26 9.4. Intellectual Property............................................. 27 10. RENEWAL, TRANSFER AND TERMINATION....................................... 27 10.1. Pre-Opening Cancellation......................................... 27 10.2. Renewal.......................................................... 27 10.3. Owner's Company.................................................. 28 iv

10.3.1. Incorporation............................................. 28 10.3.2. Transfer.................................................. 28 10.3.3. Conditions of Transfer.................................... 29 10.3.4. Death or Incapacity....................................... 30 10.3.5. Offerings By Owner........................................ 30 10.3.6. Encumbrances.............................................. 30 10.4. Breach........................................................... 31 10.4.1. Thirty-Day Cure........................................... 31 10.4.2. Ten-Day Cure of Breaches.................................. 31 10.4.3. Exceptional Breaches...................................... 31 10.5. Post-Agreement Duties............................................ 31 10.5.1. Generally................................................. 32 10.5.2. Team Assets............................................... 32 10.5.3. Telephone and Internet.................................... 33 10.5.4. Trademark Discontinuance.................................. 34 10.6. Business Continuation............................................ 34 10.7. Insolvency....................................................... 36 11. OTHER TERMS............................................................. 36 11.1. Insurance........................................................ 36 11.2. Warranties....................................................... 37 11.3. Location Responsibility.......................................... 37 11.4. Claims........................................................... 38 11.4.1. Third Party Claims........................................ 38 11.4.2. Officiating Claims........................................ 39 11.4.3. Owner's Claims............................................ 39 v

11.4.4. Dispute Resolution........................................ 40 11.5. Purchase Orders.................................................. 41 11.6. Inflation Adjustment............................................. 42 11.7. Accord and Satisfaction.......................................... 42 11.8. Representations.................................................. 42 11.9. Substitute Performance........................................... 43 11.10. Authority and Guaranty.......................................... 43 11.11. Changes and Variances........................................... 44 11.12. Consent to Joint Operating Agreement............................ 44 12. INTERPRETATION.......................................................... 45 12.1. Entire Agreement................................................. 45 12.2. Waivers.......................................................... 45 12.3. Materiality...................................................... 46 12.4. Survivability.................................................... 46 12.5. Governing Law.................................................... 46 12.6. Consumer Rights Waiver........................................... 47 12.7. Construction..................................................... 47 12.8. Savings Clause................................................... 48 12.9. Third Parties.................................................... 48 12.10. Other Agreements................................................ 49 12.11. Notices......................................................... 50 12.12. Submission of Agreement......................................... 50 13. ACKNOWLEDGEMENTS........................................................ 50 13.1. Documents Received............................................... 50 13.2. Final Representations............................................ 50 vi

EXHIBITS OWNER'S SPECIFIC TERMS...................................................... A STATEMENT OF OWNERSHIP...................................................... B vii

This Agreement between Western Professional Hockey League, Inc., D/B/A Central Hockey League, a Texas corporation, ("WPHLI") and the Owner identified herein is effective when accepted by WPHLI as stated herein. The parties agree as follows: 1. DEFINITIONS Capitalized terms in this Agreement have the meaning given in this Agreement and no other meaning. Some are defined below. Others are defined elsewhere where they appear within quotation marks. 1.1. SYSTEM. WPHLI's standard concepts, methods, and limitations which are licensed to WPHLI League owners generally concerning establishment, operation and expansion of WPHLI's professional ice hockey league (the "League"). The System includes but is not limited to WPHLI's standard procedures for organization and management of licensed teams, supervision, training and management of players, advertising and marketing to promote interest in the League and ice hockey and use of such of WPHLI's Marks, Products, Proprietary Information, Governing Documents, and WPHLI's standard methods, sources, and materials for scheduling, advertising, supplying, operating, marketing, and selling that WPHLI provides to League owners generally together and such other benefits and assistance that WPHLI agrees in writing from time to time to provide Owner; all subject to the terms of this Agreement and the Governing Documents. 1.2. GOVERNING DOCUMENTS. The System's Constitution, Bylaws, LEX SCRIPTA. Governing Documents, and other uniform documents developed and revised by WPHLI from time to time in its sole discretion, delivered singly or as a collection, setting requirements, standards, rules and procedures for establishing, equipping, staffing, operating, marketing, supplying, training, advertising, scheduling, and other matters relating to the System and its affiliated teams. 1.3. MARKS. The System's trademarks, service marks, trade names, domain names, symbols, trade dress, logos, slogans, indicia, interior and exterior signs and furnishings, layouts, colors, personalities, publicly displayed copyrighted works, and any items symbolizing the System's public good will. The Marks are defined further herein. 2. GRANT, PROTECTED TERRITORY, TERM. 2.1. GRANT. WPHLI grants Owner a limited non-exclusive license to use the System to establish and operate one WPHLI team (Owner's "Team") named "Team Name" based at or near Owner's "Home City," having its principal operating location at the "Home Arena" ice arena in Owner's "Protected Territory," to represent Owner's Team to the public as an authorized WPHLI team, and to have Owner's Team play in League games with other League teams as scheduled by WPHLI, the first game to be upon "Season Opening Day," all as defined in Exhibit A, and on the terms stated in this Agreement. Owner accepts this Agreement. Owner shall establish and operate Owner's Team and Home Arena on the terms stated herein. 2.2. PROTECTED TERRITORY. WPHLI will not locate or authorize any other party to locate a WPHLI System home ice hockey arena within Owner's Protected Territory as long as Owner is in full compliance with this Agreement. Owner's 1 _______ _______ Owner WPHLI

"Protected Territory" is the geographic area designated in Exhibit A. Owner's Team shall not engage in hockey games within another owner's protected territory except for scheduled games or with WPHLI's written consent. The Protected Territory is not an exclusive marketing area. Owner may market and solicit sales from Owner's Home Arena to anywhere within the USA subject to the terms of this Agreement. WPHLI, other System owners, arenas, or businesses may market or solicit sales in the Protected Territory for teams based at arenas located outside of the Protected Territory; and, customers in the Protected Territory may choose to purchase from such others. As non-limiting examples, if Owner's Protected Territory is defined to be a twenty-five mile radius from the Owner's Home Arena's main entrance, then another League team's arena may be lawfully located anywhere as long as the other League team's arena's main entrance is not within a twenty-file mile radius of Owner's Home Arena's main entrance, and other League teams may lawfully sell or market tickets, goods or services, or the like, in Owner's Protected Territory as long as the other League teams' arenas are not located within Owner's Protected Territory. 2.3. TERM. The duration of this Agreement's "Initial Term" is ten years. This Agreement is effective and its Initial Term commences upon this Agreement being accepted in writing as required herein by WPHLI. Unless sooner terminated as herein provided, the Initial Term continues through the first day of June immediately following the tenth season of League play after this Agreement becomes effective. Subject to the renewal conditions and terms stated herein, this Agreement's Renewal Term commences the first day of June immediately following the tenth season of League play and, unless sooner terminated as herein provided, continues through the first day of June immediately following the Renewal Term's tenth season of League play. A season of League play passes regardless of whether or not Owner's Team participates in League play unless WPHLI, in WPHLI's discretion, provides a written waiver to Owner specifically extending the applicable term. 3. WPHLI'S OBLIGATIONS 3.1. PRE-OPERATIONAL OBLIGATIONS. WPHLI will provide the following assistance to Owner on or before Season Opening Day. 3.1.1. SYSTEM LICENSE. WPHLI grants Owner a limited license to use the System to establish and operate Owner's Team at Owner's Home Arena and to represent Owner's Team to the public as an authorized WPHLI team on the terms stated in this Agreement. 3.1.2. GOVERNING DOCUMENTS. WPHLI will loan Owner the System's Governing Documents for establishing a standard System team and managing, marketing and operating a standard System team at a standard System arena and competing with other League teams. WPHLI will update same as WPHLI deems useful. Any documents or items to be provided by WPHLI which can be provided electronically to Owner, at WPHLI's election, may be provided electronically by WPHLI to Owner. As a non-limiting example, WPHLI's providing Owner with access to a password-protected League internet site for League owners comprises delivery to Owner of such documents that are available there. 3.1.3. ARENA CONTRACT ASSISTANCE. Unless Owner has already obtained an Arena Contract or WPHLI or a WPHLI Affiliated Entity (see 12.9) is involved in offering same to Owner, WPHLI will make advisory assistance available to Owner 2 _______ _______ Owner WPHLI

concerning Owner's lease negotiations for Owner's Arena Contract. WPHLI's advisory assistance in this regard consists of general guidance concerning the System's standards for arenas and arena lease terms generally and may not be relied on by Owner for Owner's specific decisions. Owner's negotiation of Owner's Arena Contract, subject to the parameters and terms stated herein, including without limitation, Part 4.1, is solely Owner's responsibility. 3.1.4. SYSTEM PRODUCTS. WPHLI will loan Owner a sample list of vendors and Products approved for use with the System and identify at least one source capable of providing such Products to Owner. The System's "Products" are the System's equipment, supplies, goods, uniforms, signs, forms, documents, computer hardware, software, communications and related items specified in the Governing Documents, together with such modifications and items WPHLI adds to the System by amending the Governing Documents. WPHLI will loan Owner a sample list specifying Products available to System owners generally from WPHLI, if any. WPHLI will offer Owner such Products as WPHLI offers to other System owners generally subject to availability, scheduling, agreement on payment, and provided Owner is not in any default with WPHLI. WPHLI may pool purchases of certain goods or services by WPHLI owners from one or more designated suppliers ("Supplier Pool") 3.1.5. TRAINING MANUAL. WPHLI will loan Owner one copy of the System's Training Manual for use during initial training and in ongoing training and operation of Owner's Team. The Training Manual may be an integral part of the Governing Documents. 3.1.6. RECRUITMENT. WPHLI will make available advisory assistance to Owner in recruitment of Players (a professional hockey player employed by a team participating in League games) and non-player personnel for Owner's Team. WPHLI's advisory assistance is general guidance concerning the System's standards for Player and non-player recruitment and may not be relied upon by Owner for Owner's specific personnel decisions. WPHLI does not hire Owner's employees for Owner. Owner will acquire Players for Owner's Team in accordance with WPHLI's Player Recruitment policies as set out in the Governing Documents. 3.1.7. INITIAL TRAINING. WPHLI shall furnish initial training to Owner's initial Management Personnel employed by Owner for operation of Owner's Team (up to six persons), namely, a single training session comprised of a two day initial basic training program in English concerning establishing a standard System team at a standard System arena in accordance with the Governing Documents and managing, marketing, and operating a standard System team at a standard arena in accordance with the Governing Documents. The cost of the instructional and training materials used in the initial training is included in the Initial Fee. WPHLI will not provide wages or employee benefits to anyone during any training period. All expenses incurred by trainees in connection with and during any training, including without limitation, transportation, living expenses, meals, lodging, wages, employment benefits, etc. (collectively, "Personal Expenses"), shall be at Owner's sole expense. Each of Owner's initial trainees must complete training to the satisfaction of WPHLI prior to Season Opening Day, unless waived in writing by WPHLI in its sole discretion in any particular case. The initial training program for Owner's initial Management Personnel will be at WPHLI's headquarters or locations selected by WPHLI. Training in use of the System includes loaning Owner a System Training Manual and the Governing Documents and providing the System's standard guidance concerning the System's standards for recruiting Players, scheduling games, customer relations, sales, advertising, equipment, quality control, and franchise operations. Training requires full-time attendance of Owner's Management Personnel for approximately eight hours per day as described in more 3 _______ _______ Owner WPHLI

detail in the Governing Documents. Upon Owner's written request, WPHLI will make additional initial training available to Owner as WPHLI deems appropriate subject to scheduling and terms set forth elsewhere herein. 3.1.8. UNIFORMS. WPHLI will loan Owner a set of WPHLI's specifications for uniforms for Owner's players and identify at least one source capable of providing such uniforms to Owner. Owner shall design Owner's Team's uniforms within WPHLI's specifications and subject to WPHLI's approval. 3.1.9. ON-SITE PRE-OPENING ASSISTANCE. WPHLI will provide pre-opening assistance to Owner by providing a WPHLI advisor at Owner's Home Arena, prior to or during Owner's Season Opening Day to offer general advice concerning opening, managing, marketing and operating a standard System team at a standard arena in accordance with the System's standards. The advisor's responsibility and authority is limited to giving general guidance to Owner concerning the System's standards. Owner has sole and exclusive authority and responsibility to instruct Owner's employees and sole responsibility for Owner's Team and operations. The cumulative number of days that a WPHLI's advisor must be at Owner's Home Arena to provide on-site opening assistance and start-up consultation pursuant to this Agreement is two days, sequential or not, prior to Season Opening Day, the dates of attendance being selected by WPHLI. At Owner's request, WPHLI and Owner may offer additional initial on-site consultation as WPHLI deems appropriate subject to scheduling and terms set forth elsewhere herein. 3.2. POST-OPERATIONAL OBLIGATIONS. WPHLI will provide the following assistance to Owner on or after Season Opening Day. 3.2.1. SYSTEM BENEFITS. WPHLI will make available to Owner the System's methods of standardizing operations of League teams generally pursuant to the System, loan Owner the System's Governing Documents, deliver amendments to same to Owner, and identify to Owner qualified sources of equipment and supplies to operate a standard System team at a standard arena, all as WPHLI makes same available to League owners generally. 3.2.2. SCHEDULING LEAGUE GAMES. WPHLI will coordinate scheduling of games between Owner's Team and other League teams, pursuant to the procedures for scheduling stated in the Governing Documents. 3.2.3. OFFICIATE GAMES. WPHLI shall provide League officials to officiate at scheduled regular season League games of Owner's Team as specified in the Governing Documents at WPHLI's cost. WPHLI shall provide League officials to officiate at scheduled preseason, post-season and all other scheduled League games which are not regular season games, at Owner's cost. Any increase in WPHLI's cost of providing officials from the effective date of this Agreement forward shall be reimbursed to WPHLI by League owners on a pro rata basis as determined by the Governing Documents. 3.2.4. ON-SITE OPENING ASSISTANCE. WPHLI will provide on-site assistance to Owner by providing a WPHLI advisor at Owner's Home Arena during or shortly after Owner's Team's first regular season game at Owners' Home Arena to offer general guidance concerning the System's standards with respect to player recruitment, scheduling, opening, managing, marketing and operating a standard team at a standard arena in accordance with the System's standards. The 4 _______ _______ Owner WPHLI

cumulative number of days that a WPHLI's advisor will be at Owner's Home Arena to provide on-site assistance, and consultation pursuant to this Agreement is two days, sequential or not, during Owner's Team's first season, the dates of attendance being selected by WPHLI. 3.2.5. ON-GOING CONSULTATION. The first three months after Owner's initial season's Season Opening Day, WPHLI will be available to speak with Owner's Management Personnel by telephone once each week at reasonably agreed times to discuss Owner's operational opportunities and challenges. Thereafter, representatives at WPHLI's headquarters will be reasonably available to Owner's Management Personnel during WPHLI's normal business hours for telephonic consultation and guidance with respect to operation and management of Owner's Team by Owner's Management Personnel in accordance with System standards. WPHLI's advisory assistance is general guidance concerning the System's standards and may not be relied upon by Owner for Owner's specific decisions. At Owner's request, WPHLI and Owner may schedule additional on-site assistance and consultation as WPHLI deems appropriate subject to scheduling and terms set forth elsewhere herein. 3.2.6. ADDITIONAL TRAINING AND UPDATES. WPHLI's current practice is to have a summer conference each year for the purpose of getting League team owners and management together with WPHLI's management to develop plans for the next season. WPHLI may, in its discretion, hold conferences to discuss sales techniques, personnel training, bookkeeping, inventory control, performance standards, advertising and merchandising procedures, and other matters relevant to the System. WPHLI will make such seminars and additional instruction and training available to Owner and Owner's Management Personnel that WPHLI makes available to System owners generally and provide Owner with updates to the Governing Documents as WPHLI makes such updates available to System owners generally. Such seminars and additional training may either be via conference call, at WPHLI's Headquarters city, another System arena, or other location as may be scheduled and designated by WPHLI. WPHLI does not currently charge conference attendance fees, but reserves the right to do so in the future. Owner is solely responsible for the Personal Expenses of Owner and Owner's staff and all other costs in connection with same. 3.2.7. STANDARDS. WPHLI will make reasonable efforts to maintain the System's standards by conducting inspections of Owner's Team as WPHLI deems useful, revising the System as WPHLI deems advisable and notifying Owner of updates and changes in the Governing Documents and the System as WPHLI makes same available to System owners generally. WPHLI will receive and review Owner's suggestions for improvement of the System. 3.2.8. BOARD OF GOVERNORS. WPHLI shall schedule and coordinate the League's Board of Governor's meetings and the League's owner's meetings as stated in the Governing Documents. Owner is solely responsible for the Personal Expenses of Owner and Owner's staff, and such charges and fees as are uniformly set for attending teams in the Governing Documents. 3.2.9. ADDITIONAL ASSISTANCE. WPHLI will be reasonably available to provide Owner additional guidance concerning the System's standards as set forth in the Governing Documents on a reasonable request basis or when deemed necessary by WPHLI. Assistance may be in person, telephonic, or by publication as WPHLI deems appropriate. If requested by Owner, and if WPHLI personnel are available, WPHLI, at its option, may provide a WPHLI representative at Owner's 5 _______ _______ Owner WPHLI

business to provide additional training or guidance concerning the System's standards upon WPHLI's then current standard fees and expenses and terms. 3.2.10. MARKETING ASSISTANCE. WPHLI shall furnish Owner with advisory promotional guidance concerning promoting Owner's Team's initial Season Opening Day in accordance with the System's standards. WPHLI will be available thereafter on a reasonable basis to provide ongoing advisory promotional guidance to the Owner in accordance with the System's standards. WPHLI will permit Owner to use WPHLI's League logos and marketing procedures as stated in the Governing Documents. If WPHLI elects to make System stock advertising materials available to System owners generally, then WPHLI shall provide same to Owner, WPHLI will review proposed advertising copy sent by Owner to WPHLI and inform Owner of the marketing concepts WPHLI makes available to System owners generally. WPHLI may create an advertising fund (the "Advertising Fund") to promote the interests of the League and to assist with marketing the League. Materials provided by the Advertising Fund to System owners may include marketing materials, advertisements, videotapes, etc., any specific such efforts being in WPHLI's discretion If an Advertising Fund is created and it funds such efforts, Owner will receive one sample of each System-wide distributed marketing piece or advertising material at no charge beyond Owner's Advertising Contributions to the Advertising Fund. WPHLI does not represent or promise that an Advertising Fund will be created or be useful to Owner. Owner may develop and place advertising materials for Owner's own use, at Owner's own cost as long as same are within the System's standards. 3.2.11. ADVERTISING ASSOCIATIONS. WPHLI may implement advertising associations as WPHLI deems useful to combine the advertising efforts of System owners, such as common marketing and advertisements, use of common advertising agencies, coordination of ad placement, etc., any specific such efforts being in WPHLI's discretion. Establishment of any advertising association depends on the existence and cooperation of other appropriate teams. WPHLI does not represent or promise that any cooperative advertising associations or efforts will occur or be useful to Owner, in part because same are dependent on the cooperation of others. 3.2.12. RULE ENFORCEMENT. Owner delegates to WPHLI the power to enforce the League's Rules, decide disputes between League owners and to be the final decision-maker with regard to such disputes. WPHLI has the authority to reprimand and/or fine any owner, owner's employee or Player for violation of the League's Rules or Governing Documents. 3.2.13. SALARY CAP. WPHLI currently has an annual salary cap applicable to all League teams. Because the laws of affected jurisdictions concerning salary caps are complex and changing, WPHLI does not promise or represent that a salary cap will be maintained or what its terms will be, only that WPHLI currently intends to maintain and pursue same. WPHLI will review the salary cap annually and establish rules and procedures within the Governing Documents regarding free agency trading, sales and trades of Players between teams, rules and exceptions to same, in WPHLI's discretion are deemed by WPHLI likely to maintain competitive balance among League Teams. WPHLI expressly disclaims any representation that any or all teams will be competitive. 6 _______ _______ Owner WPHLI

4. HOME ARENA. 4.1. HOME ARENA CONTRACT. Owner is entitled and obligated to obtain use of the one Home Arena at the address stated in Exhibit A and at no other place, subject to relocation as provided herein. Owner hereby elects one of the following options: 4.1.1. [ ] OPTION 1: PRE-AGREED LEASE. Owner has obtained an Arena Contract and WPHLI hereby approves same or WPHLI is itself involved with offering same to Owner. 4.1.2. [ ] OPTION 2: OBTAIN OWN LEASE. Owner is responsible for entering an approved Arena Contract within the time period stated herein. 4.1.2.1. Owner will enter into a lease, sub-lease, license, or purchase agreement for the Home Arena (the "Arena Contract") providing for Owner's occupancy of the Home Arena sufficiently prior to Season Opening Day for Owner to fulfill all of Owner's obligations under this Agreement. The Arena Contract must be acceptable to WPHLI and may only be entered into by Owner with WPHLI's prior written approval. OWNER IS CAUTIONED AGAINST ENTERING INTO ARENA CONTRACTS WHICH ARE NOT EXPRESSLY CONTINGENT ON WPHLI'S APPROVAL. A condition of Arena Contract approval is Owner's delivery to WPHLI of the System's then-current Lease Rider fully executed by the lessor and Owner. The Arena Contract shall have an initial term and renewal terms which are collectively not less than this Agreement's initial term and renewal term unless otherwise approved in writing by WPHLI in WPHLI's sole discretion. If an independent legal review is deemed necessary by WPHLI, Owner shall pay all legal fees and expenses incurred by WPHLI and Owner in connection with review, negotiation, and execution of the Arena Contract and issues relevant to the same. Owner shall never assign or sublet any interest in the Arena Contract, other than to WPHLI, without obtaining the prior written consent of WPHLI, such consent not to be unreasonably withheld. 4.1.2.2. If Owner does not enter an approved Arena Contract meeting WPHLI's standard criteria six months prior to the upcoming season's opening game, WPHLI may elect to terminate this Agreement by notifying Owner of the same in writing. Upon Owner accepting such termination upon WPHLI's form for same, WPHLI will refund one-half of the Initial Fee to Owner, less WPHLI's out-of-pocket expenses and standard fees (including, without limitation, Arena location and lease negotiation efforts, training, etc. incurred due to this relationship). WPHLI is not required to refund any money until Owner executes WPHLI's acceptance of termination form. If Owner's Home Arena is to be newly constructed, or if an existing arena is to be substantially remodeled to accommodate Owner's Team, a substantial investment and effort will be required. Owner shall employ a qualified architect to adapt the System's plans and specifications to the Home Arena and all applicable laws, regulations, ordinances, lease requirements and market conditions, being especially mindful of all zoning, signage, parking, access, health, environmental and storage requirements. The architect must be submitted to WPHLI for approval and be approved by WPHLI before the architect is engaged. WPHLI's approval of an architect does not comprise any representation concerning the architect by WPHLI. Owner is solely responsible for Owner's choice of Owner's architect. WPHLI may elect to require use of a WPHLI-selected architect, and, if so, Owner shall employ the WPHLI-selected architect. Owner will submit Owner's plan for adapting the System to the Home Arena to WPHLI for prior written approval, not change the same without WPHLI's written approval, and certify to WPHLI that Owner has obtained all permits and permissions required for remodeling or 7 _______ _______ Owner WPHLI

construction and operation. Owner will submit to WPHLI the information required by WPHLI concerning Owner's general contractor. The general contractor must be approved before the general contractor is engaged. WHPLI's approval of the general contractor does not comprise any representation concerning the general contractor by WPHLI. Owner will certify to WPHLI that Owner has obtained all permits and permissions required for lawful construction and operation. Owner is solely responsible for selecting, supervising and paying for architects, contractors, detailed plans, equipment, supplies, financing, fixtures, signs, working capital, and all other aspects of creating and opening the Home Arena. Owner will return to WPHLI any WPHLI standard plans and specifications on or before using the Home Arena for Owner's business operations. 4.2. HOME ARENA OPERATION. Owner will equip, staff, train, open, and operate at Owner's sole expense one WPHLI League team at and from Owner's Home Arena and in Owner's Protected Territory and at and from no other place and in no other territory except pursuant to League games scheduled by WPHLI, or as otherwise approved by WPHLI in advance. Owner will fully comply with Owner's obligations under the Arena Contract, and not do or omit doing anything which gives anyone the right to terminate or not renew the Arena Contract prior to the end of this Agreement's then-current term. Owner will provide the Home Arena for scheduled League games as set forth herein and the Governing Documents. This will include, without limitation, private team, official, media and WPHLI areas before, during, and after games and appropriate reserved seating for the visiting team, Media and WPHLI. Owner shall maintain possession of and make the Home Arena fully available for all scheduled League games (exhibition, pre-season, regular, or playoff) as required herein. Failure to do so is a material breach unless the failure is due to the Home Arena being materially damaged or destroyed by an act of God, in which event Owner has the longer of sixty days or the beginning of the next season to relocate or reconstruct. Owner will use Owner's Team's facilities solely for operation of Owner's Team. 4.3. CHANGE OF HOME ARENA. If Owner's right to use Owner's Home Arena for all purposes required by this Agreement is terminated or impaired prior to termination of this Agreement for a reason other than a default of this Agreement or the Arena Contract by Owner or an entity under the direction or control of Owner, then Owner shall have the right to relocate Owner's Team to another ice arena within Owner's Protected Territory. Owner's relocation right is subject to Owner satisfying this Agreement's and the Governing Documents' requirements concerning a substitute ice arena and Arena Contract, including obtaining the prior written consent of WPHLI, which shall not be unreasonably withheld. Upon Owner obtaining WPHLI's consent to the substitute ice arena and its Arena Contract, Owner shall, at Owner's sole expense, establish and operate Owner's Team at the substitute ice arena, which shall thereafter be deemed to be Owner's Home Arena. Owner will submit each requested substitute site to WPHLI with a completed proposed Arena Contract, completed standard then current System Lease Rider, and arena evaluation form. Relocation of the Home Arena does not change the Protected Territory's boundaries unless WPHLI and Owner expressly agree to same. WPHLI is not liable to Owner for any expense or loss of revenue directly or indirectly incurred by Owner as a result of termination of the original Arena Contract and is subject to payment of WPHLI's then current standard relocation fee as provided in the Governing Documents. No refunds are due from WPHLI if a new arena does not timely materialize. 8 _______ _______ Owner WPHLI

5. OWNER'S OBLIGATIONS 5.1. TEAM OPERATION. Owner will equip, staff, train, open, and operate at Owner's sole expense one WPHLI team in compliance with this Agreement and the Governing Documents at and from Owner's Home Arena and in Owner's Protected Territory and at and from no other place and in no other territory. Prior to the Season Opening Day, Owner will obtain and thereafter maintain all licenses, permits and inspection approvals required by applicable laws and the Governing Documents to conduct business in the Home Arena's jurisdiction and operate Owner's Team at the Home Arena, and to host League games at the Home Arena and to compete in away games in accordance with League game schedules developed by WPHLI, including, without limitation, a business license, labor, health, fire and safety inspections and approvals, and a liquor license, all as acceptable to WPHLI. Owner's Team will commence League play on the Season Opening Day specified in Exhibit A, unless same is rescheduled by WPHLI and thereafter appear at, play, and complete all scheduled League games (exhibition, pre-season, regular, or playoff) in the manner required by the Governing Documents as scheduled by WPHLI, or as otherwise approved by WPHLI in advance. 5.2. PERSONNEL 5.2.1. PERSONNEL GENERALLY. Owner shall employ a sufficient number of fully trained and competent personnel of good character, including, without limitation administrative personnel, managers, and clerical staff to properly perform Owner's obligations. The Governing Documents may require Owner's Team to have a certain number of personnel actively engaged in certain positions and set skill and qualification standards for each position. Owner is solely responsible for the selection and evaluation of Owner's personnel and may not rely on WPHLI's suggestion or approval of such persons. WPHLI is in no way responsible for the selection of or the performance, honesty or any other quality of Owner's personnel. WPHLI may require any of Owner's personnel to attend additional training and refresher courses from time to time at locations chosen by WPHLI at Owner's expense. Owner will cause each of Owner's employees to become familiar with those portions of the Governing Documents designated for the applicable employee category and to comply fully with them. Owner is responsible for Owner's employees' compliance with the Governing Documents. Without limiting WPHLI's other remedies, if any of Owner's employees fail to comply with WPHLI's Governing Documents' requirements, upon written request of the WPHLI, Owner will take corrective action ranging from the subject personnel taking additional training to removing the non-complying employee from League-related duties. WPHLI may require any person associated with the League to attend training or additional training as a condition of beginning to act or continuing to act in any League related activity, if the same is, in WPHLI's discretion, in the best interest of the System. If WPHLI determines that any person's act or acts are inappropriate for a person associated with the League, WPHLI may either immediately condition approval for the person acting in any League-related activity on completing or retaking such parts of the System's training or taking such corrective action that WPHLI deems appropriate, or WPHLI may, after consultation with WPHLI's Board of Governors, ban the person from acting in any League-related capacity, including as an equity owner, manager, employee, agent, or capacity related to the League or Owner, all upon such conditions, terms and duration that WPHLI deems appropriate. 5.2.2. MANAGEMENT PERSONNEL. Owner shall maintain a full staff of "Owner's Management Personnel" as stated in the Governing Documents. Owner has sole authority to control Owner's Management Personnel's actions and may remove 9 _______ _______ Owner WPHLI

any of Owner's Management Personnel at any time. WPHLI does not have any power or authority to control Owner's Management Personnel's acts or decisions. That power and authority is held solely by Owner. WPHLI reserves the right to charge Owner WPHLI's then current standard training fee for training any Owner's Management Personnel or prospect for same after Owner's initial Season Opening Day. Owner's Team will be directly supervised "on-premises" by a General Manager who shall be the full-time hands-on chief executive officer of Owner's Team with full managerial control, authority and responsibility for operating Owner's Team. The General Manager will personally participate in actual operation of the Team by spending a minimum of an average of thirty hours a week personally with the Team directly and actively managing the Team year round to supervise sales, recruiting, training, season play, etc. Owner shall hire Owner's Management Personnel sufficiently in advance for them to be qualified and approved or disapproved by WPHLI and fully trained before becoming responsible for any System related activities. Owner's Management Personnel shall participate on a full-time basis in the direct management and operation of Owner's Team and sign the System's then-current standard agreements, including, without limitation, agreements to maintain confidentiality, not have an interest in or business relationship with any other ice hockey team, not compete, etc., that WPHLI requires of new System team management personnel generally. In the event of the termination, resignation, death, or incapacity of any of Owner's Management Personnel, Owner shall replace same within sixty days with a person approved in writing by WPHLI, approval not to be unreasonably withheld. 5.2.3. PLAYERS. Owner shall employ the League's then-current minimum of Players for Owner's Team as stated in the Governing Documents. Positions, qualifications, duties and the like may be stated in the Governing Documents. Owner's Players must continue to be eligible and available to participate in League play during each season of League play and any applicable playoff games, subject to injuries and excused absences. Owner shall have a written contract with each Player which contract is on a standard form approved by WPHLI. Each Player contract shall conspicuously state that it is not binding until approved in writing by WPHLI. After Owner and a Player execute a Player contract, Owner shall immediately deliver same to WPHLI for approval. Upon Owner's receipt of WPHLI's written approval or disapproval of the Player contract, Owner shall immediately deliver a copy of WPHLI's approval or disapproval to the Player. WPHLI may impose a salary cap for each League Team within the League limiting the total sum of Player salaries for Owner's Team which salary cap shall be the same for all League teams. Owner's Team shall also employ a Head Coach who shall not be a Player. The Head Coach's responsibilities may be stated in the Governing Documents. Owner recognizes the importance to WPHLI and other team owners of ensuring a consistency of League team operating costs. Owner agrees that, to the extent permissible under applicable law, all contracts between Owner and each of Owner's Team Players will be in such form as may be prescribed by WPHLI from time to time (the "Players' Contract") and be in compliance with all rules set forth for such agreements in the Governing Documents. WPHLI does not promise or represent that current methods of obtaining and retaining Players will be continued for any length of time. 5.3. TRAINING. WPHLI will provide the instructional and training materials used in the initial training program to Owner's Management Personnel without charge to Owner. Owner and WPHLI shall schedule Owner's Management Personnel to attend training at Owner's expense at a location designated by WPHLI and Owner's Management Personnel shall attend and successfully complete WPHLI's initial 10 _______ _______ Owner WPHLI

training program to WPHLI's satisfaction prior to the Owner's Team beginning operations. Thereafter, whoever Owner designates as a Governor or Owner's Management Personnel must successfully complete WPHLI's initial training program prior to serving as Owner's Management Personnel. Owner's Management Personnel designated by WPHLI shall attend and complete to WPHLI's satisfaction such additional training, assistance, seminars, meetings, conferences, etc. as WPHLI, may from time to time require, at such locations that WPHLI designates. If requested by WPHLI, Owner shall have Owner's Team's primary computer physically at WPHLI's training location during initial training so Owner's Management Personnel can be trained on the actual software loaded on Owner's hardware that they will use in Owner's Team's operations. WPHLI's training duty solely comprises offering training experiences and no more. All costs will be born by Owner. Owner is solely responsible for the performance of Owner's Management Personnel. Owner will cause the attendance of designated employees at such training as WPHLI may conduct from time to time. 5.4. MINIMUM TICKET SALES. Any League owner's failure subjects WPHLI, the League, and other League owners to substantial expenses. For this reason, League owners must post a Letter of Credit in favor of WPHLI. WPHLI's experience is that focusing new League owners on selling season tickets is critical to the success of new League owners. Consequently, WPHLI requires of Owner a letter of credit in favor of WPHLI in an amount which varies with Owner's season ticket sales, i.e. the more season tickets Owner sells, the less Owner's letter of credit requirement. Owner's duty to create, fund, and maintain a letter of credit in favor of WPHLI is set forth in Exhibit A and the Governing Documents and its amount shall be increased or decreased in accordance with the terms stated in Exhibit A and the Governing Documents. The Owner's duty to sell certain numbers and types of tickets may vary and Owner's letter of credit requirements will be adjusted after Owner's first season. 5.5. BEST EFFORTS. Owner will continuously use its best efforts to market, develop and maximize recognition and use of the System throughout Owner's Protected Territory including, without limitation; aggressively advertising and promoting Owner's Team and the League, obtaining and maintaining all facilities, equipment, Products, Players, staff, etc. as described in the Governing Documents. Owner shall continuously operate the System at its full capacity for the full term of this Agreement; strictly comply with all terms in this Agreement and with all other agreements which relate to Owner's business or use of the System, including, without limitation, the Arena Contract and all agreements with WPHLI, WPHLI Affiliate Entities, Players, vendors, suppliers, other System owners and System Associations, if any; maintain full continuous operations; and do all things necessary for Owner's Team to compete in home and away games in accordance with League game schedules developed by WPHLI, all in strict compliance with the Governing Documents as they may be revised from time to time. Owner's failure to strictly comply with, observe and perform any term, condition, covenant, provision or obligation of this Agreement is a breach of this Agreement. Owner will send any suggestions Owner has for improving the System to WPHLI in writing. Owner will fully cooperate with WPHLI's efforts to sell additional System teams including, without limitation, displaying information concerning the availability of new teams, making Owner and any of Owner's personnel available to truthfully answer the questions of prospective owners if requested by WPHLI and assisting in training new owners and their personnel at Owner's Home Arena. 11 _______ _______ Owner WPHLI

6. LEAGUE MANAGEMENT. 6.1. BOARD OF GOVERNORS. For the League and its several individual teams to succeed in the League's collective enterprise, the League's several individual teams must cooperate in the integrated operation of the League as single collective enterprise. Not every owner's team's interests will be maximized in every interaction. The success or failure of each League team affects all League teams. WPHLI manages the League and sets the League's game schedule. One of WPHLI's methods of League governance is to consult with and obtain advice from the owners and management personnel of WPHLI's several teams. Such consultation occurs in part, although not exclusively, pursuant to the WPHLI's and the several League owners' participation in the League's Board of Governors. 6.2. MEMBERSHIP. Each League team that is in good standing has one vote which is voted by the team's Governor. The League's "Board of Governors" will be comprised, meet and operate as stated in the Governing Documents. Owner is entitled and required to appoint up to two Governors (a principal Governor and one alternate Governor) to the Board of Governors to represent Owner's Team who shall attend and participate in all Board of Governors meetings. Owner shall notify WPHLI of Owner's nominee for Owner's Team's Governor sufficiently in advance for WPHLI to approve or disapprove of the nominee, in WPHLI's discretion. WPHLI thereafter has the right to revoke WPHLI's approval of Owner's Team's Governor, in WPHLI's discretion, but only after consultation with Owner. The Board of Governors is chaired by a President appointed by WPHLI. In the case of a tie vote of the members of the Board of Governors, The President has an additional deciding vote. 6.3. POWERS OF THE BOARD OF GOVERNORS. The Board of Governors represents the owners of League teams, and is responsible for making recommendations to WPHLI concerning the following League affairs: 6.3.1. SCHEDULE. Development of a schedule format for exhibition, regular season and playoff games; 6.3.2. LEAGUE RULES. Development of League Rules for the conduct and administration of League games. Enforcement of the League Rules through investigation disciplinary offenses and setting and enforcing penalties is solely within WPHLI's power, but in appropriate cases WPHLI may consult with the Board of Governors concerning same. "League Rules" means rules and regulations enacted by WPHLI to govern League play. The League Rules may be supplemented, deleted or amended from time to time by WPHLI in accordance with the Governing Documents and after consultation with the Board of Governors. 6.3.3. PLAYOFFS. Development of playoff competitions and funding by all owners of playoff prize pools; 6.3.4. PLAYER'S CONTRACT. Suggestions concerning revisions to or replacement of a standard player's contract, playoff payments, Player salary cap, and other player-related matters; 6.3.5. ADVERTISING FUND. Administration of the Advertising Fund; and 12 _______ _______ Owner WPHLI

6.3.6. MARKETING. Marketing and operation of the League and the WPHLI System. 6.3.7. ADMINISTRATION. Suggesting changes concerning the administration of WPHLI. The Board of Governors shall act only in compliance with the Governing Documents and all other applicable agreements, including, without limitation, this Agreement to which League team owners are bound. Board of Governors' acts do not modify any agreement between WPHLI and System owners. The Board of Governors' acts are always advisory without independent force or effect. The League's owners never "agree" with each other to act or not act through the Board of Governors, only to develop consensus recommendations to WPHLI. WPHLI never "agrees" with any Board of Governors' act or recommendation. WPHLI shall consider the acts, resolutions, and advice of the Board of Governors, and then WPHLI shall reach its own independent decisions concerning such matters. 6.4. ATTENDANCE. Owner will ensure that Owner is represented by Owner's authorized representatives at each and every meeting of WPHLI governors or owners, which may be called at the discretion of WPHLI from time to time. There are currently four Board of Governors' meetings annually at which governors of all teams are expected to attend. Continuation of this schedule is not guaranteed. It may be changed. Additional meetings may be called. If Owner is an individual, Owner specifically agrees to personally physically attend in person at least one League owners' meeting annually called by WPHLI with reasonable notice. If Owner is an incorporated entity, Owner will attend via an agreed representative, expected to be the individual with the most equity ownership in Owner. Attendance means being physically in attendance in person at such meetings. There is currently one Summer Conference annually at which Owner is required to be physically in attendance unless otherwise agreed. Continuation of this schedule is not guaranteed. It may be changed. If Owner or Owner's Governor is unable to attend any such meetings, Owner will send a substitute person, approved in advance by WPHLI, in the missing person's place to represent Owner's Team. Isolated absences with prior notice and due to good cause are acceptable. Participation in League meetings is at Owner's sole cost. 7. OWNER'S PAYMENTS 7.1. INITIAL FEE. Owner will pay WPHLI an "Initial Fee" of $1,250,000. The Initial Fee is fully earned and non-refundable upon WPHLI's acceptance of this Agreement as set forth herein and is in partial payment for WPHLI's administrative costs, opportunities lost or deferred, past efforts in developing the System, and a license to use the System, together with the other assistance and advantages made available to Owner as stated herein. The Initial Fee is due from Owner to WPHLI upon the schedule stated in Exhibit A. WPHLI will return to Owner the portion of the Initial Payment received from Owner with Owner's executed copy of this Agreement if WPHLI does not accept this Agreement as set forth herein within thirty days of receiving Owner's executed Agreement and the required portion of the Initial Payment. 7.2. ASSESSMENT FEE. In consideration for the licenses granted herein, WPHLI's administrative and lost opportunity costs, WPHLI's costs and risks in developing the System, and the assistance specified herein, Owner will pay WPHLI an "Assessment Fee" of $100,000 each calendar year. The Assessment Fee is payable as follows: At the earlier of WPHLI's Annual Summer Conference or the fifteenth day of June of each year, Owner shall deliver to WPHLI four checks in 13 _______ _______ Owner WPHLI

the amount of $25,000 each, dated June 15, July 15, and September 15, of that year, and February 15 of the succeeding year. These amounts are subject to the CPI inflation adjustment of Section 11.6. The checks shall contain no restrictive endorsements other than being post-dated. WPHLI shall not present same for payment until their stated dates. Owner shall insure that these checks will be paid upon their being presented for payment upon their face dates. Upon three months advance written notice to Owner, WPHLI may elect to replace Owner's duty to pay WPHLI an annual Assessment Fee of $100,000 with an Owner's duty to pay WPHLI a License Fee of five percent of Owner's Revenues upon schedules and terms to be stated in the then-current Governing Documents. Further, WPHLI may impose other reasonable special assessments based on a recommendation from the Board of Governors. 7.3. LETTER OF CREDIT. WPHLI and other League owners depend upon Owner's performance of Owner's promises hereunder. A League owner's failure to comply with the owner's promises to WPHLI and other League owners subjects WPHLI and other league owners to substantial expenses. As continuing security for satisfaction of Owner's obligations, Owner will establish and continually maintain an irrevocable non-expiring (automatically renewing) letter of credit upon terms stated in the Governing Documents to secure Owner's full performance of Owner's duties under this Agreement at a federally chartered bank ("Bank") acceptable to WPHLI upon terms acceptable to WPHLI in the amount of $100,000 (the "Letter of Credit") pursuant to the System's then-current standard such agreement contained in the Governing Documents as it may be changed from time to time. These terms may include, without limitation, that the Letter of Credit shall automatically perpetually renew until after Bank has given at least ninety days prior written notice to WPHLI that the Letter of Credit is to not be renewed. WPHLI has discretion to make withdrawals from the Letter of Credit from time to time (with the deemed consent of Owner) if and when WPHLI informs Bank that Owner or Owner's Team is indebted to WPHLI or that WPHLI intends to pay any debt from Owner to a third party which Owner has failed to pay. If WPHLI deems itself insecure, WPHLI may, in WPHLI's discretion, require Owner to increase the Letter of Credit up to $250,000. If Owner's Arena Contract or other agreements related to operation of Owner's business require one or more letters of credit in favor of the landlord or other entities, Owner will always comply with same. 7.4. TRAINING AND ASSISTANCE. WPHLI will provide the instructional and training materials used in the initial training program to Owner without charge. However, Owner is always responsible for all of Owner's and Owner's personnel's own costs, including all Personal Expenses, for any training, assistance, seminars, meetings, conferences, etc. WPHLI's additional training and additional assistance (after initial opening assistance), is at Owner's expense, namely, at WPHLI's then current published rates, minimum charges, expenses, and both Owner's and WPHLI's Personal Expenses. These rates, charges and expenses are subject to change via amendments to the Governing Documents. The Training and other events will occur at WPHLI's headquarters or where designated by WPHLI. 7.5. OFFICIATING GAMES. OFFICIATE GAMES. WPHLI shall provide League officials to officiate at scheduled regular season League games of Owner's Team as specified in the Governing Documents at WPHLI's cost. WPHLI shall provide League officials to officiate at scheduled preseason, post-season and all other scheduled League games which are not regular season games, at Owner's cost. Any increase in WPHLI's cost of providing officials from the effective date of this Agreement forward shall be reimbursed to WPHLI by League owners on a pro rata basis as determined by the Governing Documents. 14 _______ _______ Owner WPHLI

7.6. ADVERTISING. 7.6.1. LOCAL ADVERTISING. Owner may spend as much money advertising Owner's Home Team and the League as Owner desires, except that Owner must spend at least three percent of Owner's Revenue per Owner's prior fiscal year on such advertising in Owner's Protected Territory as set forth in this Agreement and the Governing Documents. Promotional discounts, coupon reductions and the like are not counted as an advertising expenditure. Owner's advertising is subject to the Governing Documents restrictions which may include, without limitation, requirements that Owner clearly identify that Owner's promotions, prices, etc., are only for Owner's Team if this is true; having Owner's advertising created and placed through a WPHLI owned or approved media agency (in such event, WPHLI may seek and retain any commission); to advertise and charge prices within the League's pricing policies (which may only be effected by a formal written statement issued by WPHLI's President), being restricted to Media primarily directed to Owner's Protected Territory and exclusively using the location on the League's System internet web site allocated by WPHLI; and obtaining WPHLI approval of sponsors to Owner and no other web site or internet advertising except as approved by WPHLI in writing. 7.6.2. ADVERTISING ASSOCIATIONS. WPHLI may create one or more advertising cooperatives, corporations or groups (each an "Association") to pool the advertising monies and efforts of WPHLI and/or owners. Owner's payments to an authorized Association shall be credited against Owner's local advertising requirement, but do not reduce Owner's Advertising Cost duties. WPHLI shall, in its sole discretion, designate the area covered by any Association (for example, Texas, to share in TEXAS MONTHLY advertising if Texas co-op members so choose). Each System team is entitled to one vote in each Association of which it is a member, provided it complies with that Association's rules. WPHLI may structure Associations to grant WPHLI a veto over expenditures, permit WPHLI to grant any Owner an exemption for any length of time from the requirements of membership in and/or the obligation to contribute fully to any Association, and require their governing documents to include such restrictions as WPHLI deems desirable. Owner shall join such Associations, if and when established by WPHLI, enter into all governing Association documents and fully perform all Association duties, including paying Owner's pro rata share of all costs, expenses, and outlays limited to a maximum two percent of Owner's Revenue per Owner's fiscal year. WPHLI may require Owner or any Association to create and place its local or Association advertising through a WPHLI owned or approved media agency and, in such event, WPHLI may seek and retain the commission paid by the agency or advertising's seller. 7.6.3. ADVERTISING FUND. WPHLI may, by ninety days prior written notice, create an Advertising Fund, in which event; Owner will pay WPHLI an "Advertising Contribution" for Advertising Costs of up to three percent of Owner's Revenue per Owner's fiscal year to WPHLI. "Advertising Costs" include the cost of: precursor activities such as surveys, design, layout, legal and administration expenses; service mark, trademark and trade dress development, clearance, registration, maintenance and protection; creating, developing, preparing and testing advertising and promotional materials, marketing and public relations personnel or agencies; distribution and Media placement; taxes; and related expenses. A portion of these amounts may be reimbursements to WPHLI due to its internal and external expenses of providing same. WPHLI reserves the right to use Advertising Contributions to fund advertising co-ops or advertising in national Media. WPHLI may charge fees and expenses against the Advertising Fund if it uses an inside or related agency to create and place advertising. Selection of advertisements, Media and locale for Media placement is at WPHLI's 15 _______ _______ Owner WPHLI

sole direction. No advertising program can equally benefit all Owners. Nothing herein requires allocation of advertising costs or benefits on a pro-rata basis, proportional basis, or otherwise. Owner is not entitled to any specific benefit from its Advertising Contributions. Owner's failure to derive any specific benefit from the Advertising Contributions is not cause for Owner reducing or ceasing the same. Monies remaining in any Advertising Costs accounts will be carried forward unless WPHLI elects to end any such account in which event WPHLI may elect to either refund unused money to then current owners who are in compliance with all agreements with WPHLI or spend it on future advertising costs. Advertising Contributions are not Owner investments or assets; the Advertising Fund is not a trust fund; WPHLI owes no fiduciary or any other duties concerning same except as expressly stated in this subsection. No interest accumulates on unused portions thereof in favor of Owner. 7.7. TRANSFER FEE. As a condition of WPHLI granting its consent to any Transfer, Owner shall reimburse WPHLI for WPHLI's costs and expenses, including, without limitation, legal and accounting fees, associated with the proposed Transfer. Transfers of more than a cumulative ten percent or more of Owner's outstanding equity within any twelve month period or which, alone or cumulatively, effect a change in control of Owner relative to Owner's original principal controlling entity are conditioned upon payment to WPHLI of a "Transfer Fee" equal to twenty-five percent of WPHLI's then current Initial Fee charged to new System owners. 7.8. REVENUE. "Revenue" is all monies and benefits received or receivable due to any business by or for Owner (which term for the purposes of this paragraph includes any subsidiary or affiliate of Owner or any other entity in which Owner has a legal and beneficial interest) or Owner's Associated Persons in connection with or due to any part of the System, or Owner's Team. Revenue is determined on a cash basis. Money or benefits received by Owner in exchange for prepayments, coupons or the like issued by Owner are Revenue. Revenue includes, without limitation, revenue from all ticket sales for games (including exhibition, regular season and playoff games, whether against other WPHLI teams or otherwise), television, radio and other broadcast revenue, revenue from all forms of advertising, sponsors, revenue from sales of foods, beverages, other goods and services related to Owner's Team or during games by Owner's Team (including Owner's revenues from any sales of liquor, beer, wine, tobacco and the like if applicable), whether in the form of cash, charge or otherwise, all transactions for goods, services or intangibles sold, leased, used, delivered or rendered at, through or related to the System or Owner's Team via cash, credit, barter or otherwise, on or off premises or using in any way any part of the System's Marks, Products, Proprietary Information or other part or item of the System, inside or outside of Protected Territory, business interruption insurance payments and any other related benefits. In the case of any non-cash consideration received by Owner, Revenue means the fair market value of such consideration. Revenue does not include sales taxes and any other taxes which Owner separately states, collects from customers, pays to any federal, state, county, municipal or other local taxing authority and is not entitled to recover, and discounts which WPHLI may in its sole discretion permit from time to time. Cash refunds made within the time periods and in compliance with the Governing Documents' procedures shall be deducted from Revenue. Refunds paid not in compliance with the Governing Documents' procedures shall not be deducted. Any money or benefit received by Owner or its Associated Persons as a consequence of or attributable to any activity which is in breach of this Agreement is deemed Revenue, without limiting WPHLI's remedies therefore. Revenue begins to accumulate immediately and is not delayed until the Team's 16 _______ _______ Owner WPHLI

opening game. Credit transactions (transactions where not all of the agreed payment is received at the time of delivery) are deemed complete when the transaction giving rise to the extension of credit occurs. 7.9. PAYMENT TERMS. The payment due dates for any monies due WPHLI for Assessment Fees, Transfer Fees, Advertising Contributions, WPHLI's goods, services or otherwise are as set forth in this Agreement and the Governing Documents. If no other date is agreed in writing, payment for goods, services and intangibles is due twenty days after the invoice date. Payments must be accompanied by such fully and accurately completed standard forms, and physically received at WPHLI's Headquarters no later than five o'clock p.m. on the date due or be received there in U.S. dollars by mail within three days thereafter, postmarked on or before the date due and be accompanied by such full and accurately completed standard forms, receipts, and other documents as prescribed in the Governing Documents for a transaction of that type. Failure to properly and timely deliver any payment due WPHLI, whether due under this Agreement or any other agreement or obligation, is a material breach of this Agreement. Owner is absolutely required to make full payment to WPHLI exactly when due in all instances without setoffs due to amounts due from WPHLI and without withholding any amount due to any alleged breach by WPHLI. All past due amounts bear interest at eighteen percent per annum, or the highest rate permitted by law, whichever is less, from the day due until paid. Entitlement to interest is in addition to WPHLI's other rights and remedies. If Owner delivers a check which is returned due to insufficient funds or is otherwise not paid, WPHLI may additionally assess a service charge at the highest amount permitted by law. Upon Owner's failure to punctually pay any obligation due to WPHLI, WPHLI may accelerate that and any other obligations of Owner to WPHLI, whether under this Agreement or any other agreement, making any such full underlying obligations immediately due and payable without notice of intent to accelerate or notice of acceleration. The terms of any transactions between WPHLI and Owner shall be governed by this Agreement and the Governing Documents as it may be changed from time to time, except to the extent that the parties may later agree otherwise in writing. The terms of all sales from WPHLI are fully prepaid F.O.B. point of shipment unless otherwise agreed in writing. WPHLI may require payment in advance C.O.D. WPHLI may implement a program for direct, automatic or otherwise, electronic payment from Owner's primary operating accounts of amounts invoiced by WPHLI to Owner. In such event, WPHLI shall only invoice amounts owed by Owner and Owner will always fully cooperate with the program including executing the System's then-current uniform applicable agreements and financial institution agreements, complying with same, and maintaining sufficient funds in the accounts to pay such invoices as they come due. Owner will reimburse WPHLI for all taxes and levies due on transactions with Owner except for taxes based on WPHLI's net income. 8. RESTRICTIONS 8.1. BUSINESS. The parties intend by this Agreement to establish the relationship of licensor and licensee, each as an independent contractor. It is not the intention of either party to establish a fiduciary relationship, to undertake a joint venture, to make Owner in any sense an agent, employee, affiliate, associate or partner of WPHLI or to confer on Owner any authority to act in the name of or on behalf of WPHLI. Day-to-day conduct of Owner's Team and performance of Owner's employees is controlled solely by Owner and not by WPHLI. Owner's Team must be on the ice and ready to play according to the Schedule set in the Governing Documents each year, and the Home Arena must be fully available for games according to the Schedule set in the Governing Documents each year, and be fully staffed by players, management and staff who conform to WPHLI's performance, cleanliness and attire standards, all as prescribed in the 17 _______ _______ Owner WPHLI

Governing Documents. Owner will operate Owner's Team solely for the purposes permitted herein and not enter into agreements that conflict with Owner's obligations to WPHLI. Owner will offer the System's full line of activities, goods and services as prescribed in the Governing Documents. No other activities, goods or services, whether for profit or not, shall be offered or sold by Owner's Team, or, at the Home Arena during League games, or in connection with any part of the System without WPHLI's prior written approval. Owner shall limit its use of the System to operating Owner's Team. Non-league play, and off-premises, internet, electronic and catalog-type sales are prohibited unless authorized in writing by WPHLI. Owner's reputation for credit worthiness is a material part of the System. Owner will promptly pay all obligations when due, including, without limitation, those to WPHLI, other System owners, System Associations, employees, agents, landlords, vendors, suppliers, taxing authorities, applicable public or private authority, and any third parties who have extended credit to Owner. 8.2. STANDARDS. Owner shall manage Owner's Team in accordance with Owner's own business judgment subject to the restrictions herein and the standards prescribed by WPHLI. Owner recognizes the importance to WPHLI, to other System owners and to the public, of maintaining the standards, qualities and attributes of products and services identified by the System. Owner acknowledges Owner's responsibility to the public and other System owners to maintain the System's standards, that Owner benefits from the standards and that the standards herein and in the Governing Documents are reasonable and necessary. Owner agrees to maintain and adhere to the standards, procedures and policies set by WPHLI. The standards may now or in the future include, without limitation, requirements, and restrictions for: Owner's Team, Home Arena; the public image designated by WPHLI; Products and their use; use and protection of Proprietary Information and the Marks; services, goods, signs, intangibles, supplies; computer hardware, software and communications; marketing, operations, uniforms, improvements, governmental compliance, suppliers, agreements between teams, ordering, paying, selling, maintenance, repairs, alterations, replacement, hiring, training, skill standards, bookkeeping, and all other matters related to Owner's business. Owner's operations shall never create a threat to public or employee health or safety. Owner shall immediately cure such problems upon receipt of written notice from WPHLI and shall comply with or timely and appropriately contest any health or safety order or requirement issued by a competent governmental authority concerning same at Owner's sole expense. The Governing Documents shall be uniform for all owners in each class of owners, it being understood that WPHLI may establish and change classes of owners, though not more often that once a year. The Governing Documents are ineffective with respect to the parties to the extent the Governing Documents contradict this Agreement. Subject to these limitations, the Governing Documents explain and supplement this Agreement and are binding on Owner as if included and incorporated herein. All written additions and revisions to the Governing Documents by WPHLI become a part of the Governing Documents, effective on receipt by Owner or electronic posting by WPHLI on a League website designated for the purpose. WPHLI may change any part or parts of the System and the Governing Documents, in WPHLI's absolute discretion, including, without limitation, its System, Marks, Products, Proprietary Information, fees, expenses, rates, charges and costs, by amending the Governing Documents, except that amendments to the Governing Documents which are not uniform for Owner's class of WPHLI owners or which are contrary to this Agreement are ineffective as between Owner and WPHLI. Owner shall adopt the same at Owner's sole expense. Owner agrees to use and abide by the Governing Documents, and to not copy or permit them to be copied at any time, without the prior written approval of WPHLI. 18 _______ _______ Owner WPHLI

8.3. SUPPLIES. Owner shall only acquire, use, offer to sell, and sell Products, equipment, goods, and services that have been approved in writing by WPHLI as meeting WPHLI's standards, maintain each in the appropriate manner and in sufficient supply in, and only deal with suppliers of same who demonstrate to WPHLI's continuing satisfaction an ability to meet WPHLI's standards and have been approved in writing by WPHLI and not thereafter disapproved, all as stated by the Governing Documents. Approval criteria may include, without limitation, quality controls, capacity to supply System needs, warranties, design, appearance, reputation, finances, experience and the System's need for each approved supplier to be reasonably assured of doing sufficient business with the System. Owner shall submit a written request to WPHLI if Owner desires to purchase unapproved goods or services or deal with unapproved suppliers. WPHLI may condition approval on its representatives being permitted to inspect the supplier's goods, services and facilities, and that free samples being delivered for inspection and testing. WPHLI may from time to time require re-inspection of the goods, services and facilities of any supplier and revoke approval upon failure to meet any then current criteria. Nothing in the foregoing requires WPHLI to approve any particular supplier, goods or services or to disclose any standards, specifications, or other information deemed by WPHLI to be confidential. WPHLI may refuse to approve an alternate supplier if, in WPHLI's opinion, approval could adversely affect pricing or availability to other owners or WPHLI. WPHLI may require Owner to perform substantial changes to come into compliance with the System's then current standards. The System uses or may in the future use, certain Products, equipment, fixtures, goods, services, and methods which WPHLI deems to be of value to the System. Because of the importance of maintaining a competitive advantage, and maintaining uniformity and reliability concerning certain methods, information, goods, services, etc., an exception to all other terms herein is that WPHLI may designate any of the same as being restricted, keep its specifications secret, and require Owner to use and sell only such designated items and acquire the same only from specific sources designated in the Governing Documents. WPHLI may pool purchases of certain goods or services by WPHLI owners from one or more designated suppliers ("Supplier Pool"). Owner shall not purchase goods or services subject to a Supplier Pool from a supplier who is not in the Supplier Pool until and unless the supplier has been approved in writing by WPHLI. WPHLI may designate itself as the sole source of any good or service. WPHLI (either alone or in conjunction with other WPHLI affiliates) may charge fees to suppliers for the right to participate in the Supplier Pool, and may receive for WPHLI's own account refunds, rebates and similar incentives from suppliers and may distribute portions of such monies to WPHLI owners. 8.4. FINANCES AND RECORDS. 8.4.1. FINANCES. Owner shall maintain and employ in connection with its business and operations under this Agreement sufficient net working capital and net worth to fully perform Owner's obligations under this Agreement. Uniform such standards may be stated in the Governing Documents. Owner will deliver to WPHLI's Headquarters Owner's draft financial and business plan for Owner's Team and its operations for the following year (the "Plan"). The Plan shall project all estimated revenues and expenses for the next year and explain from what sources Owner expects to meet its expenses. WPHLI may either approve the Plan as submitted by Owner or work with Owner concerning such revisions as may be agreed upon by WPHLI and Owner, each acting reasonably. In the absence of agreement concerning Owner's Plan, the disagreement will be resolved by this Agreement's dispute resolution process, the goal being a Plan which fairly balances the interests of Owner, WPHLI, and the League's other owners, Players and fans and 19 _______ _______ Owner WPHLI

recognizes that the League's several teams cooperate in the integrated operation of the League as a single collective enterprise. Balancing these interests may produce a Plan which does not maximize Owner's finances to the detriment of the other stakeholders. Owner shall operate Owner's Team pursuant to the approved Plan. WPHLI's approval of the Plan does not comprise any representation, guarantee or promise by WPHLI concerning anything except that a required act by Owner has been performed. Owner will not permit any third party to rely upon WPHLI's approval of the Plan. 8.4.2. REPORTING. Subject to such uniform changes as may be made in the Governing Documents, Owner shall deliver complete and accurate records to WPHLI as follows: (a) The regular reporting period shall be one calendar month or such other period as stated in the Governing Documents (in any case, the "Period"). Within fifteen days of the end of each Period, Owner shall submit to WPHLI a correct and complete statement of all Revenue for such Period on the reporting forms required in the Governing Documents (the "Period Report"). The Period Report shall contain all information required thereby and be certified as correct by Owner. (b) Within twenty-five days of the end of each Period, Owner will submit to WPHLI a copy of Owner's operating statements for such Period; and (c) Within ninety days after each fiscal year end, Owner shall submit to WPHLI the following information as finally adjusted and reconciled after the close and review of Owner's books and records for the year, certified as correct by Owner and, on a review engagement basis, by an independent certified public accountant retained by Owner: balance sheet, income statement and statement of source and application of funds, prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior fiscal years; and such other reports, tax returns, and information, including for Owner's Associated Persons or guarantors, as WPHLI may from time to time require. If Owner understates Owner's Revenues or monies due to WPHLI for any Period by more than three percent then Owner shall immediately pay the amount due and WPHLI's cost of discovering the error, including legal and accounting fees, and for a full audit of Owner's business by WPHLI's representatives for the prior, immediate and next fiscal annual periods. This is in addition to any other remedies WPHLI may have. 8.4.3. RECORDS. Owner will completely and accurately record all business and create, use, keep and submit all records, and reports according to the requirements prescribed in the Governing Documents. This may include, without limitation, upon WPHLI's request, Owner using the System's uniform accounting system and making reports based thereon so WPHLI, in WPHLI's discretion, can better create and disseminate summary information, evaluate relative operating performances, and develop criteria to enable WPHLI to formulate League plans and policies. WPHLI's accounting system shall be given priority in use by Owner, but is not exclusive of any other accounting system Owner may desire to use. WPHLI may require Owner to purchase and use certain procedures, computer software and hardware, data transmission, forms, record keeping devices, cash registers equipped with recorders and a locked-in grand total unit, and to obtain same from single designated sources, for control and uniformity. WPHLI may disclose portions of any Owner's financial information in support of WPHLI's efforts to add additional Owners to the System. Owner shall permit WPHLI or WPHLI's representatives to enter any premises of Owner and inspect, sample, copy, photograph, take and test any of Owner's premises, Products, goods, services, items, books, files, drawers, storage areas, records, computer generated records, electronic memory, bank statements, books of account, tax returns, files, receipts, and all other things and places related to Owner's Team, Home Arena, System business or any business conducted pursuant to the System or relating in any way to this Agreement; observe Owner's 20 _______ _______ Owner WPHLI

operations and confer privately with Owner's personnel and customers; all without prior notice and at any time. Owner will immediately fully cooperate with the same, assist as requested, and instruct all persons to immediately fully and truthfully answer all questions and immediately provide all requested documents and samples without charge. Owner and its Associated Persons will themselves and will instruct their suppliers and independent accountants to promptly make all documents and information relating to Owner or its Associated Persons, including, without limitation, original documents and data, working documents, accountant's work product, tax returns, filings, etc., available for inspection, copying and audit if requested by WPHLI. Owner shall timely deliver to WPHLI the records on the schedules prescribed in the Governing Documents. If Owner fails to timely submit any required information, WPHLI may obtain the same by audit and investigation at Owner's expense. Owner's maintaining or submitting false records is a breach. Owner's intentional material falsification of records submitted to WPHLI is an Exceptional Breach. If Owner at any time causes an audit of Owner's Team to be made, then Owner shall furnish WPHLI with a complete copy of the resulting audited financial statements, without any cost to WPHLI. 8.4.4. COMPUTER. The Governing Documents may specify uniform computer hardware, software, and communications requirements for all aspects of Owner's business and may be modified on ninety days written notice. Owner's computers shall comply with the Governing Documents' location, operational, record keeping, audit, and other requirements. Owner shall: supply WPHLI with all codes, passwords, and information necessary to access Owner's computer and not change them without first notifying WPHLI. This includes, without limitation, specific hardware and software to enable WPHLI to access all of Owner's computers and Team-related records electronically at Owner's expense. A non-limiting example is dial-in computer polling at night. WPHLI may require use of WPHLI's proprietary software and use of certain software and access any information in Owner's computers. Owner shall pay for any initial or ongoing licensing fee for third party software, reimburse WPHLI for WPHLI's expenses related to internally or vendor created software or technology, and Owner's own costs associated with either the security or hosting of any systems WPHLI may require. If WPHLI bundles WPHLI's third party software and provides it to Owner for use with Owner's business, Owner shall enter the System's then current licensee agreements for same, upon terms consistent with the then current uniform software license terms stated in the Governing Documents, which agreements may require, among other detriments, that Owner pay for same. If WPHLI believes it is advisable at any time to modify or discontinue use of any or all System software or hardware, and/or use additional or substitute software or hardware, then Owner is required to do so without any obligation on WPHLI's part. 8.5. ETHICAL CONDUCT. Owner will not allow or engage in unsafe, unlawful, deceptive, misleading, or unethical practice, operation, or advertising; deal fairly and honestly with each customer, player, supplier, vendor and WPHLI; comply with all applicable laws, ordinances, bonds, orders, regulations, and by laws of applicable public and private authorities; maintain all necessary permits and licenses; and rely solely on its own attorney's and advisor's advice in all matters. Neither Owner nor persons employed by Owner's Team shall make any statements or engage in any activity which is detrimental to the good will or reputation of WPHLI, results, or may reasonably be anticipated to result in litigation against or public criticism of WPHLI or any employee or agent of WPHLI; any other System team or other team's owner, Player, employee, or agent; or the System or any employee or agent of the System. The Governing Documents may implement rules for Owner's resolving, channeling, and reporting adverse 21 _______ _______ Owner WPHLI

incidents and complaints about Owner's Team, the League, Products, or any aspect of the System. If Owner, any Equity Holder, or any of Owner's Players, Management personnel, employees, or agents, disrupt or attempt to disrupt the standard operation of the System, Owner shall immediately inform WPHLI of same, provide WPHLI with all information WPHLI requests, and thereafter comply with WPHLI's instructions concerning same, which instructions may include requiring that the subject person's participation with Owner and the League immediately end. Owner will never threaten to breach this Agreement, repudiate this Agreement, or indicate to any entity that the Owner is not bound by it or any part of the System or challenge WPHLI's sole ownership and enforceability of WPHLI's claimed intellectual property rights. Owner specifically represents and agrees that Owner has fully, completely, and honestly completed the System's application and has provided WPHLI with full, complete and accurate information concerning its background, financing, assets, debts, business experience and aptitudes. WPHLI's duties are discharged and ended if Owner has not been entirely truthful in these regards regardless of performance, reliance or any other legal doctrines. Owner shall make such disclosures and sign such additional verification documents as WPHLI from time to time deems reasonably necessary to assure WPHLI of Owner's continuing performance. Following expiration or earlier termination of this Agreement, WPHLI may execute in Owner's name and on Owner's behalf all documents necessary or advisable in WPHLI's judgment to terminate Owner's use of the Marks and WPHLI is hereby irrevocably appointed as Owner's attorney to do so. Every power of attorney granted in this Agreement to WPHLI is coupled with an interest, shall continue unrevoked and may be exercised during any subsequent legal or other incapacity on Owner's part. Owner will ratify and confirm in writing that any actions taken by or on behalf of WPHLI in pursuance thereof are valid and effectual. Owner's duties set forth in this paragraph are its "Ethical Conduct Duties." 8.6. USE OF GOODWILL. 8.6.1. ADVERTISING. Owner's advertising, marketing and promotions including, without limitation, type, quantity, placement, timing, choice of agency, placement of and choice of League logos and marks upon jerseys, helmets, etc., must be within the guidelines stated in the Governing Documents. WPHLI may require all uniforms, decals, patches, name emblems or the like intended for use with or in association with Owner's Team, and all signage related to Owner's Team which Owner proposes to use be submitted by Owner to WPHLI prior to use for WPHLI's written approval, which approval shall not be withheld unreasonably. WPHLI may require advertising placed by Owner to employ only materials and programs provided or approved in writing by WPHLI. WPHLI is not required to pay for any of Owner's advertising. WPHLI may require all or part of Owner's advertising to be placed through WPHLI or a WPHLI approved agency. 8.6.2. MEDIA RIGHTS. WPHLI has the exclusive right to enter regional and national Media contracts for League games. "Media" means all means by which information is published or communicated including, without limitation, radio, television, internet, billboard, electronic transmission, newspapers, and magazines. Owner agrees that for purposes of marketing, advertising, and public relations of WPHLI and WPHLI Products, WPHLI may make, publish, reproduce, and distribute photographs, video, and other Media images of Owner, Owner's Team, the Home Arena, the Players, and the Owner's employees and grants WPHLI sole full rights to make, use, reproduce, distribute, sell, publish, and fully exploit in good taste photographs, videos and other Media, whether or not currently known or contemplated, utilizing the Team Name, Team Indicia, Home Arena, Owner, employees, players and customers of Owner, on an individual or 22 _______ _______ Owner WPHLI

collective basis at no cost to WPHLI. Owner will do whatever is reasonably needed or useful for WPHLI to fully use or commercialize same. Owner will reserve and make available to WPHLI a current or future inventory of arena advertising locations and Media as described in the Governing Documents. WPHLI negotiated national and regional Media agreements may require display and use of particular signs, Media, events, etc., during League games, and Owner shall comply with same. WPHLI may require Owner or any Association to create and place its local or Association advertising through a WPHLI owned or approved Media agency and, in such event, WPHLI may seek and retain the commission paid by the advertising seller. Owner shall fully participate in and comply with, at Owner's sole expense, all credit card, coupon, or similar programs, and marketing programs WPHLI deems mandatory. These programs may be implemented in the Governing Documents. 8.6.3. MERCHANDIZING. WPHLI may determine that merchandising or licensing using the Marks and the names, logos, personalities, photos, and the like, of WPHLI's teams generally will be done through one or more collective agreements which delegate some or all merchandising or licensing through one or more entities, or the like, which shall be standard agreements for all League teams generally. Owner shall enter and comply with such agreements. If WPHLI's merchandising agreements produce net profits, they shall be allocated between WPHLI and participating teams according to formulae and procedures stated in the Governing Documents. WPHLI does not represent or promise that this program will be continued or that its terms will remain constant. 8.6.4. MARKETING. Owner will always announce that it is "independently owned and operated" or some similar statement approved in writing by WPHLI and prominently display a sign to this effect near any Owner's Team facility, including at the Home Arena's main entrance, and on all contracts, vehicles, and documents. Examples: Owner name "Joe Smith" or "Smith, Inc."; Team Name "Grasshoppers," trade name at Home Arena "Grasshoppers Stadium"; letterhead, sign at Home Arena main entrance and agreements "Grasshoppers, independently owned and operated by Smith, Inc." or "Smith, Inc. d/b/a Grasshoppers." Owner will use only Owner's Team Indicia in connection with Owner's Team and not use same except as permitted in the Governing Documents. Except for Owner's Team Name and such Marks as Owner develops for Owner's Team, Owner will not use any part of the Marks as part of Owner's corporate name or trade name or in any other manner nor make any representations about any part of the System except as shown in the System's stock advertising or with WPHLI's express written consent. The Governing Documents may implement advertising and marketing restrictions and approval processes. The Governing Documents may implement advertising and marketing restrictions and approval processes. If a League exclusive agreement is entered with an advertiser for a line of goods or services, for example, without limitation, an official league beer, tax preparation service, etc., Owner and Owner's Team will honor the agreement's exclusive scope by not advertising competitors' goods and services for the duration of the agreement. Owner's own name or Team Name must be on all licenses, permits, tax returns, stationary, business cards, invoices, agreements, etc. Owner will seek and obtain WPHLI's written approval for any Team Indicia, including, without limitation, marks, mascots, uniforms, logos, designs, domain name, symbols, or other indicia prior to commercial production or public distribution. Owner's own name or Team Name must be on all licenses, permits, tax returns, stationary, business cards, invoices, agreements, etc. Owner will seek and obtain WPHLI's written approval for any Team Indicia, including, without limitation, marks, mascots, uniforms, logos, designs, domain name, symbols, or other indicia prior 23 _______ _______ Owner WPHLI

to commercial production or public distribution. WPHLI may use the System to sell other products or services and may establish or license different systems without providing Owner any rights thereto. Owner shall promptly comply with WPHLI's directives concerning telephone service, listings and advertising including, without limitation, assigning to WPHLI, upon WPHLI's written request, any telephone number owned by Owner, and, any telephone number of its Associated Persons if same is identified by any of the System's Marks or used for purposes relevant to System or Team business. WPHLI may change the System, including, without limitation, its Marks, Products, and Proprietary Information, by amending the Governing Documents except that amendments to the Governing Documents which are contrary to this Agreement are ineffective. Owner shall adopt same at Owner's sole expense. Owner's Team Indicia and any intellectual property, including, without limitation, copyrights, marks, ideas, goodwill, proprietary information, etc., are assigned to and solely owned by WPHLI and non-exclusively licensed to WPHLI to Owner for use with Owner's Team for the duration of this Agreement. Owner shall obtain and maintain such trademark registrations and assumed name registrations for all Marks associated with Owner's Team as the Governing Documents require or, at WPHLI's election, reimburse WPHLI for WPHLI's cost of same. There shall not appear in any advertising or directory listings for Owner's Team any telephone numbers other than telephone numbers identified by Owner's name or Owner's Team Name. 8.6.5. ENFORCEMENT. Owner will immediately actively assist WPHLI assert, prosecute or defend WPHLI's claimed rights in the System, permit WPHLI to control any litigation or proceeding thereon, not take any action in derogation thereof, immediately report to WPHLI any infringements thereof and cooperate fully and execute any papers useful to accomplish these purposes, all at Owner's sole expense. Owner has no right to make any demands of any third parties due to the third party's use of any of the System or Marks or to prosecute any such claims. Any use of the Owner's Team Indicia or Marks by Owner outside the scope of this Agreement infringes WPHLI's rights. Owner agrees that during and after the term of this Agreement, the System's intellectual property as same is described herein is exclusively owned by WPHLI, is valid and enforceable, and Owner will never use or infringe same anywhere without WPHLI's written consent, and never contest or assist anyone else contest sch exclusive ownership, validity or enforceability in any forum. The appearance, design, layout, and decoration of Owner's Team's uniforms, team color combinations, symbols, arena design and indicia belong exclusively to WPHLI, even if changed from that prescribed by WPHLI. Owner has investigated Owner's full trade area and verified that none of the Marks are being used there by third parties in ways which conflict with Owner's proposed use. 9. RELATIONSHIP. 9.1. INDEPENDENT BUSINESS. Owner is an independent business solely responsible for its own management, operations, procurement, maintenance, facilities, equipment, supplies and waste. Owner is solely responsible for the selection, retention, performance, nonperformance, hiring, firing, supervision, and evaluation of its personnel and may not rely on WPHLI's suggestion, evaluation or approval of such persons. WPHLI is in no way responsible for the selection of or the performance, nonperformance, honesty or any other quality of Owner's personnel. WPHLI's duty concerning persons approved, trained, or certified by it, if any, solely comprises having offered them certain identified training materials and experiences, and no more. Owner will rely on its own independent judgment concerning personnel, day to day operations and compliance with all laws, safety standards and practices and not on WPHLI. This Agreement's standards and restrictions relate solely to the parties' rights with respect to 24 _______ _______ Owner WPHLI

each other and do not control Owner's actions with respect to Owner's customers, employees or other third parties. The responsibility and authority of WPHLI's personnel and advisors with respect to Owner is always limited to giving general advice to Owner concerning the System's standards. WPHLI never has any authority or power to instruct Owner's employees to do or not do anything. Owner has exclusive authority to instruct his employees and sole responsibility for Owner's Team and its operations. An exception to every Owner's duty to WPHLI is Owner's superior obligation to do all things necessary for public and employee safety and to comply with all applicable laws. However, for Owner to rely on this exemption, Owner must specifically point out any such problem to WPHLI in writing, expressly citing this clause, as soon as the problem is apparent and before taking any action thereon, unless time constraints preclude such prior written notice, in which case Owner shall inform WPHLI in writing of the problem and Owner's action in response thereto as soon thereafter as possible. If WPHLI disagrees with Owner's assessment of the problem or believes the problem should be dealt with in some other fashion, WPHLI may submit the dispute to this Agreement's dispute resolution process. Nothing contained herein shall be construed to give WPHLI or any combination of entities the right to control Owner's prices, except that the Governing Documents may set guidelines for ticket prices for League games, with which Owner will comply, subject to Owner requesting and obtaining WPHLI's written waiver or any applicable law to the contrary. Owner agrees to otherwise always independently set Owner's own prices. This Agreement does not create an agency, partnership, joint venture or fiduciary relationship between WPHLI and Owner. Owner will not represent itself as a partner, or employee of WPHLI and will make no promises or representations concerning WPHLI. WPHLI is not liable under any circumstance for any act, omission, contract, debt or any other obligation of Owner. 9.2. PROPRIETARY INFORMATION. "Proprietary Information" comprises all information WPHLI discloses to Owner or Owner creates or obtains due to Owner's participation in use of the System or Owner's relationship with WPHLI or other System participants, including, without limitation, the System's Governing Documents, training manual, existing or potential Players, staff, products, suppliers, customers, owners, technology, methods, operations, know-how, and updates and changes to any of same except to the limited extent Owner shows same have entered the public domain. Owner expressly agrees Owner will receive specialized training and Proprietary Information pursuant to this Agreement. Any use, disclosure, copying or appropriation of Proprietary Information or any part of the System for any purpose not expressly permitted herein breaches this Agreement and causes immediate, great and irreparable injury to the System, WPHLI and other owners. Owner, its successors and assigns, all persons signing with or for Owner, its Governors, officers, directors, shareholders, partners, limited partners, holders of a five percent or greater legal or beneficial interest in Owner, and those of its employees and agents who have access to any Proprietary Information (collectively "Associated Persons") have a confidential relationship with WPHLI and fiduciary duty to WPHLI concerning WPHLI's Proprietary Information. Proprietary Information and all documents containing the same always belong solely to WPHLI and will not be used, disclosed, copied or appropriated during or after the duration of this Agreement without WPHLI's prior written consent. Owner will maintain the Proprietary Information in the strictest confidence, not permit any part of it to be reproduced, comply with any confidentiality program implemented in the Governing Documents and, at WPHLI's request, require all Associated Persons and all employees and agents, to sign confidentiality and non-competition agreements on WPHLI's then-current standard forms and forward duplicate executed originals thereof to WPHLI. Any document received from WPHLI bearing any of the Marks is and always remains 25 _______ _______ Owner WPHLI

WPHLI's sole property and will not be used, disclosed, copied or appropriated without WPHLI's prior written consent. On termination, Owner will immediately deliver to WPHLI all originals, copies and derivative works of the Governing Documents and other materials containing any Proprietary Information or bearing any of the Marks and not retain any such items with the exception of Owner's copy of this Agreement and documents Owner needs to comply with applicable law. Proprietary Information comprised of a collection of information is only deemed to be in the public domain if the complete collection of information is found as a whole in the public domain. If the information is available to the public, but only in different fragments, then the collection of information is not in the public domain. WPHLI has no adequate remedy at law in the event of any breach or threatened breach by Owner or its Associated Persons of this Agreement or any confidentiality or non-competition agreement or any confidential relationship concerning Proprietary Information, and is entitled, without showing actual damages or placing any bond, and in addition to other remedies, to an immediate injunction prohibiting any conduct in violation thereof. Owner guarantees that its Associated Persons, employees, and agents shall comply with their agreements with WPHLI. 9.3. BUSINESS RESTRICTIONS. Because of the personal confidence of WPHLI in Owner and its Associated Persons, the training, investments and disclosures of WPHLI, and the need for Owner and its Associated Persons to devote their full attention to the System, certain restrictions are necessary to induce WPHLI to enter this Agreement. Owner and its Associated Persons will promptly and fully disclose to WPHLI all business and marketing information and contacts with existing or potential team owners, suppliers, distributors or competitors that are relevant to the System and will, for the duration of this Agreement and three years after its termination: not have a direct or indirect interest in any capacity (i.e., as an officer, director, partner, investor, shareholder, employee, agent, lender guarantor, creditor, supplier, landlord, lessor or otherwise) in any nearly identical, competitive, or similar business located or operating in whole or part within the Protected Territory, a one hundred mile radius from Owner's Home Arena, the state where Owner's Home Arena is or was located, within any other System Owner's protected territory, or within any state a System team or arena is operating or Owner has reason to believe will begin operating within one year from termination of this Agreement; which business is likely to compete, directly or indirectly, with any System team or arena or which looks like or imitates any part of the System; not employ or seek to employ any person who is or has been employed by WPHLI, any of WPHLI's affiliates, or a System team or arena during the preceding six months, or otherwise, directly or indirectly, induce any such persons to leave their employment therewith; not have a direct or indirect interest in any entity with whom they know or have reason to know WPHLI was, is, or will be negotiating to sell or license any System right; and not divert or attempt to divert any sales or customers from WPHLI or any System team or arena, or do any act injurious to the System's goodwill. These promises expressly survive expiration, ending, assignment, Transfer and any change in this Agreement. The duration of any time limited restraint on Owner's post termination activities will be extended for a period of time equal to Owner's breach of the restraint. Owner acknowledges that because of the unique nature and valuable nature of the System and its reputation, including related proprietary rights and Owner's knowledge of and association and experience with the System, the provisions of this part are reasonable and commensurate for protection of the legitimate business interests of WPHLI, its affiliates and licensees. This part is independent from the rest of this Agreement. Owner waives any claim or cause of action relating to any other part of this Agreement as comprising any defense to enforcement of this part. If any time period, geographic area or other provision of this part is 26 _______ _______ Owner WPHLI

held invalid or unenforceable as to Owner, it shall be deemed reformed to the limited extent necessary to make such provision enforceable. 9.4. INTELLECTUAL PROPERTY. Owner will promptly make full written disclosure to WPHLI of all changes, developments and improvements reasonably related to the System, and hereby assigns them to WPHLI if made during the life of this Agreement or within one year of this Agreement ending. All intangible rights and goodwill created for or by use with the System or Owner's Team including, without limitation, Owner's own marks, trade names, trade dress, personalities, copyrightable works, etc. are always fully assigned by Owner to WPHLI and belong solely to WPHLI. Owner will additionally execute any documents WPHLI deems useful to confirm any of the above and place WPHLI's copyright and other proprietary notices on all such works and copies of the same. At WPHLI's request, Owner will require Owner's Management personnel to sign covenants similar to Owners' covenants in this Agreement in a form satisfactory to WPHLI. Owner agrees that all System, team, arena, player, customer and supplier information, records and agreements which are related to use of the System are part of the System, owned by WPHLI and shall not be used by Owner after termination. If this Agreement is terminated, Owner may continue to personally use intangible improvements made by Owner provided Owner does not represent thereby that Owner is associated with the System or violate Owner's other obligations to WPHLI. If Owner's intangible improvements are valuable enough to cause additional distinct fees to be paid to WPHLI by third parties for a license thereto, WPHLI may apportion one half of such additional fees to Owner. WPHLI may implement rules concerning and restricting non-local marketing and sales methods such as internet sales in its Governing Documents. 10. RENEWAL, TRANSFER AND TERMINATION 10.1. PRE-OPENING CANCELLATION. Until the later of Owner becoming enforceably bound to an approved Arena Contract and thirty days after Owner's Management Personnel successfully completing initial training, WPHLI may, in its sole discretion, determine that the relationship it desires with Owner is unlikely to develop and lawfully cancel this Agreement and all other agreements with Owner and be relieved of all duties to Owner by returning to Owner the Initial Fee paid by Owner to WPHLI pursuant to this Agreement, less WPHLI's out-of-pocket expenses incurred due to this Agreement. Owner shall be entitled to no remedies under any causes of action other than refund of monies paid to WPHLI less WPHLI's expenses as described herein. In the event of pre-opening cancellation, Owner shall return to WPHLI all materials received from WPHLI and all copies thereof, and not use or disclose any of WPHLI's Proprietary Information, all upon the terms set forth herein. 10.2. RENEWAL. If Owner is in full compliance with this Agreement and has not committed any Exceptional Breaches at any time (other than defaults which have been waived in writing by WPHLI), then Owner shall have the right to enter into a new license agreement with WPHLI for a further term of ten years ("Renewal Term"), commencing immediately after expiration of this Agreement's Initial Term, upon the following terms and conditions: Owner must deliver written notice to WPHLI of Owner's exercise of Owner's right of renewal not more than eighteen months nor less than twelve months prior to expiry of the Initial Term; Owner shall, no later than the first day of April of the last year of the initial term, execute WPHLI's then current form of license agreement; Owner shall concurrently pay to WPHLI twenty-five percent of WPHLI's then current initial fee charged to new owners; Owner provides evidence satisfactory to WPHLI that Owner is able to remain in possession of the Home Arena under the Arena 27 _______ _______ Owner WPHLI

Contract (or renewal or replacement of the Arena Contract) for the duration of the Renewal Term on terms satisfactory to WPHLI. If such Arena Contract terms cannot be obtained, then WPHLI and Owner will each use reasonable best efforts to relocate the Home Arena within the Protected Territory, at Owner's expense. Renewal is subject to Owner, at Owner's sole expense, completing to WPHLI's satisfaction the remodeling, re-equipping, refurbishing, training, acquisition of new or different Products, signs, equipment, or services, and other changes required by WPHLI to bring Owner's business into compliance with the System's then current standards within six months of WPHLI's notice thereof and Owner's continued strict compliance with this Agreement and Governing Documents throughout the prior term. Failure to give proper notice of intent to renew is a knowing waiver of any right to renew. The terms of the renewal agreement may be materially different than those herein in all respects, including, without limitation, additional and greater payments, royalties, and fees. Owner and all of its shareholders and partners thereof must sign the new agreement and a general release of all claims against WPHLI and WPHLI's personnel to obtain renewal. Uncontested operation without a written renewal is under the terms hereof and is terminable at will by either party upon ninety days written notice. 10.3. OWNER'S COMPANY. 10.3.1. INCORPORATION. Owner may incorporate, create a limited partnership or other limited liability organization (collectively "Company") if: the Company's articles or other highest governing documents state that Company's activities are confined exclusively to operating one or more licensed businesses in accordance with this Agreement. The Company shall not have more than fifteen shareholders, members or partners, enter agreements affecting control of the Company or Owner or permit the number of outstanding shares to be increased, transferred, impaired or used as collateral without WPHLI's prior written consent. Owner shall deliver to WPHLI updated copies as changes occur in the Company's articles, by-laws, minutes, amendments, and the like, and documents which identify the Company's shareholders or partners, shares owned, officers and directors. WPHLI may condition its consent to incorporation on, or at any time require, letters of credit, personal guarantees and releases in a form satisfactory to WPHLI of all owners, partners, and shareholders for Company's and Owner's performance hereof. In the event of a disagreement between or among the principals, officers, or stockholders of Owner which, in the opinion of WPHLI, may affect adversely the ownership, operation, management, business, or interest of Owner's Team or WPHLI; WPHLI may give Owner a demand that Owner resolve the disagreement to WPHLI's satisfaction within ninety days or suffer same to be deemed a material breach by Owner. 10.3.2. TRANSFER. A material part of the consideration hereof is WPHLI's personal confidence in Owner, the individuals and entities signing with or for Owner, and the owners of interests in Owner. Neither Owner, nor any owner of any interest in Owner, shall directly or indirectly enter into any sale, conveyance, assignment, sublicense, division, delegation, pledge, succession, gift, encumbrance, option agreement, management, change in voting control or beneficial ownership, or operating agreement, security agreement, lien, or any other act, by operation of law or otherwise, which has or could have the effect of changing any of the ownership, management or control of Owner, any interest in Owner, any part of the franchised business or any right or duty hereunder or any substantial part of Owner's assets (collectively, "Transfer") without WPHLI's prior written consent. WPHLI has the right to disapprove any person or entity that would acquire any part of legal or effective control of Owner or any interest in Owner. Any interest in this Agreement is always subject to these 28 _______ _______ Owner WPHLI

provisions. An attempted or effective unauthorized Transfer is voidable by WPHLI and comprises a general release of all claims against WPHLI, its affiliates, officers, directors, employees and agents and a breach of this Agreement. WPHLI's consent to any Transfer shall not constitute a waiver or release of any claim, demand, guaranteed action, or cause of action which WPHLI may have through the date of Transfer. 10.3.3. CONDITIONS OF TRANSFER. The following conditions must be met before Owner or any owner of any interest in Owner enters any Transfer: (1) Owner gives sixty days prior written notice thereof to WPHLI. The notice must identify what is to be transferred, the proposed transferee and all terms and conditions thereof. WPHLI has an irrevocable right of first refusal for sixty days to itself enter the proposed agreement on like terms or their reasonable equivalent in cash. Any material change in the terms of any offer comprises a new offer subject to WPHLI's right of first refusal. WPHLI may require deposit by the proposed transferee of ten percent of the total proposed consideration in WPHLI's escrow account during the sixty day period to insure bona fideness. (2) Owner obtains WPHLI's written approval of the proposed transferees or successors (approval contingent on the transferee personally meeting with WPHLI at its Headquarters, satisfying high financial, business reputation, credit rating, ability and ethical standards, receipt of all normally required transferee data, meeting WPHLI's then current criteria for new owners and WPHLI determining, in WPHLI's subjective opinion, which may be unreasonably and arbitrarily exercised, that the proposed transferee is suitable, and providing WPHLI adequate assurance that the transferee will likely successfully operate the franchised business and agreeing to, paying for, and scheduling training for the transferee to operate the franchised business); (3) All of Owner's obligations under this Agreement and any other agreements then in effect between WPHLI and Owner are in good standing. Owner pays all amounts then due to WPHLI and fully prepay all notes or other agreements to pay monies over time to WPHLI, entities associated with WPHLI, entities to which WPHLI has guaranteed payment by Owner, all System Associations and all advertising obligations related to the franchised business; (4) Owner and transferee execute WPHLI's then current form of assignment of this Agreement. Additionally, all legal and beneficial shareholders, partners, members, directors and officers of the transferee shall execute and deliver to WPHLI WPHLI's then current form of guarantee of all obligations which the transferee will have to WPHLI. A general release of all claims by Owner against WPHLI, its affiliates, officers, directors, employees and agents in a form satisfactory to WPHLI and guarantee transferee's performance for a period equal to the remaining term of this Agreement; and (5) The transferee executes WPHLI's then current franchise agreement for the remainder of this Agreement's term and renewals, which agreement may be materially different than this Agreement, including, without limitation, additional and greater payments, royalties, fees and contributions, and WPHLI's other then current standard ancillary agreements, assumption by the transferee of all of Owner's liabilities related to this Agreement on forms satisfactory to WPHLI and agreement by transferee to upgrade the franchised business to WPHLI's then current standards and to have transferee and transferee's proposed management personnel complete any training WPHLI may require to WPHLI's satisfaction and at transferee's sole expense. (6) Owner provides evidence sufficient to WPHLI that the assignee or transferee has taken an assignment of the Arena Contract or that the Arena Contract has been terminated and the proposed assignee or transferee has entered into a new Arena Contract for the Home Arena, for a term at least equal to the remainder of the Term (with an option to renew for a renewal term equal to the Renewal Term) or exercised Renewal Term, as the case may be, and further, the assignee or transferee, and the Home Arena landlord executes the Governing Document's then-current form Lease Rider for the Arena Contract. If the Transfer effects a 29 _______ _______ Owner WPHLI

change in control of Owner relative to Owner's original controlling entity or most recent approved controlling entity, then WPHLI's approval of the Transfer may be conditioned upon Owner entering into WPHLI's then-current License Agreement with a new ten-year Initial Term, the new Initial Term beginning upon the new License Agreement becoming effective. 10.3.4. DEATH OR INCAPACITY. In the event of the death or incapacity of Owner or any person with an interest in Owner (a "Triggering Event"), Owner's Team shall immediately notify WPHLI of same and provide evidence to WPHLI's satisfaction that Owner's Team is continuing to be managed as required by this Agreement. Failure to continually provide such notice and management is a material breach justifying termination for cause. Within one year of the Triggering Event, the executor, administrator or personal representative of such person shall transfer the subject interest in Owner's Team to a third party approved by WPHLI. Any such Transfer is subject to the same conditions as any inter vivos Transfer except that if the transferee is a member of such person's immediate family, then no Transfer restrictions apply except that the transferee must execute WPHLI's then current agreement for this Agreement's remaining term, attend and complete System training to WPHLI's satisfaction, and ensure that qualified Owner's Management Personnel actively manage Owner's Team in compliance with this Agreement. WPHLI may terminate this Agreement if the interest is not timely disposed. 10.3.5. OFFERINGS BY OWNER. Owner shall submit all proposed advertisements for the sale of Owner's Team to WPHLI for prior written approval. Owner may make public or private offerings of securities or partnership interests only with WPHLI's prior written approval, which may be denied at WPHLI's discretion. The offering shall not imply, by using WPHLI's marks or otherwise, that WPHLI is participating in any way with the offering and shall make clear that WPHLI's review is limited solely to the relationship between WPHLI and Owner. Owner shall submit to WPHLI all materials required for the offering, whether the same are submitted to governmental authorities or not, at least sixty days prior to use or filing, and pay WPHLI a non-refundable fee to reimburse WPHLI for its costs and expenses, including, without limitation, legal and accounting fees, associated with the proposed offering. 10.3.6. ENCUMBRANCES. Notwithstanding any other provision of this Agreement, Owner shall not pledge, encumber, hypothecate, or otherwise give any third party a security interest in this Agreement in any manner whatsoever, shall not grant, issue or allow any lien, execution or security interest whatsoever over any of Owner's tangible or intangible assets, including, without limitation, machinery, equipment, fixtures, furnishings, leasehold improvements, supplies, Team Indicia, intellectual property, Arena Contract, etc. without WPHLI's prior written consent, which consent may be arbitrarily withheld by WPHLI. WPHLI shall not, however, unreasonably withhold its consent to Owner granting such a security interest to a financial institution as security for moneys to be advanced to Owner for use exclusively in connection with the operation of Owner's Team. Owner will not grant any ownership right in or allow any lien, security interest or other encumbrance to be placed against any part or parts of the Symbols without the prior written consent of WPHLI, which consent may be withheld arbitrarily. Upon written request of and at the option of WPHLI, Owner will exclusively license, at no cost to the WPHLI, all or any part or parts of Owner's right, title and interest in and to the Symbols and any other intellectual property relating to Owner's Team to WPHLI or to a licensing company ("Licensing Company") which WPHLI may incorporate for the principal purpose of holding and managing intellectual property of League teams and WPHLI System licensees. Owner agrees to enter into a written licensing agreement with 30 _______ _______ Owner WPHLI

WPHLI or Licensing Company, as the case may be, which will provide for distribution of profits (or losses) resulting from any merchandising programs that WPHLI or Licensing Company, as the case may be, may develop. 10.4. BREACH. 10.4.1. THIRTY-DAY CURE. Maintaining the System's standards, goodwill, Marks, and Proprietary Information is essential for continued growth and profitability of the System, protection of other System Owners, and meeting the public's expectations of the System. The terms of this Agreement are reasonable and essential to preserve the interests of all concerned. Upon Owner's breach of this Agreement, WPHLI may pursue any remedy for same, including, without limitation or election of remedies, termination of this Agreement by delivering notice of termination to Owner, subject to Owner's opportunity to cure as set forth herein, if any. Such termination is deemed to be for good cause and effective upon the date stated in the notice and according to its terms, unless Owner timely cures the breach within the stated cure period or becomes entitled to an extended cure period and timely cures within the extended cure period. Upon Owner's breach, WPHLI may deliver a notice of intent to terminate specifying the breach and a date at least thirty days hence by which Owner may avoid termination by curing the breach to WPHLI's satisfaction which notice of intent to terminate shall become effective without further notice to Owner according to its terms if Owner does not timely fully comply with the cure conditions. If the nature of the breach is such that it cannot be cured within the cure period, and Owner promptly takes diligent steps to cure the breach immediately upon receiving such notice, promptly informs WPHLI in writing of the steps Owner is taking to cure the breach, and diligently continues to do so, then, subject to WPHLI's consent, Owner shall have such additional period of time as is reasonably necessary to cure the breach, not to exceed ninety days. Curing a breach includes at least fully remedying the breach, taking all steps needed to prevent the breach from occurring again, providing unconditional written assurance to WPHLI that the breach will not be repeated, and paying WPHLI and all other non-defaulting entities adversely affected by Owner's breach all of their damages and attorney's fees caused by the breach, if any. None of the foregoing prevents a party from recovering damages or other relief or exercising any other remedy available to it, in law or equity, as determined by this Agreement's dispute resolution process. 10.4.2. TEN-DAY CURE. An express exception to all other procedures stated herein is that the non-extendable cure period for the following breaches is ten days from notice: (i) failure to timely pay Owner's obligations to Owner's Players, landlords, suppliers, taxing authorities, insurers, and WPHLI; and (ii) breach of any other agreement between Owner and WPHLI or any Affiliated Entity. 10.4.3. EXCEPTIONAL BREACHES. Exceptional Breaches are express exceptions to all other procedures stated herein. WPHLI may immediately terminate this Agreement due to Exceptional Breaches by delivering written notice of termination to Owner without notice or opportunity to cure specifying the defaults, unless WPHLI elects to state a cure period in the notice. The following are "Exceptional Breaches:" Owner becomes Insolvent; Owner serially breaches this Agreement three or more times in any twelve month period; Owner receives written notice of breach from WPHLI concerning two breaches, and Owner again commits at least one of the same breaches within the twelve month period. 10.5. POST-AGREEMENT DUTIES. 31 _______ _______ Owner WPHLI

10.5.1. GENERALLY. Upon this Agreement's expiration without renewal or termination by either party, or it otherwise ending, Owner will assist WPHLI in either amicably winding up Owner's business conducted pursuant to this Agreement or transferring same to another at WPHLI's election, including signing all documents presented to Owner by WPHLI which are reasonably necessary or convenient for such purposes. Additionally, If Owner has any leases, subleases, or other ongoing agreements with WPHLI, WPHLI may lawfully terminate them without any obligation to Owner, any parties hereto, or any third parties. Owner will immediately pay WPHLI all monies then due to WPHLI, including without limitation, Franchise Fees and Advertising Contributions, and fully prepay any notes or other agreements to pay monies over time to WPHLI, entities which have a controlling interest in WPHLI or in which WPHLI has a controlling interest, or to which WPHLI has guaranteed payment by Owner, irrespective of other terms concerning time of payment stated anywhere in any document. If after expiration without renewal, termination or other ending of this Agreement, Owner fails or refuses to comply with any of the requirements of this Agreement, including without limitation, Owner's continuing obligations, Owner shall reimburse WPHLI for all costs and expenses, including attorneys' fees, incurred by WPHLI due to Owner's noncompliance, including any legal action taken to enforce compliance. If Owner continues to operate the business after termination, Owner shall pay all monies to WPHLI which would have been due if this Agreement were still in effect, WPHLI's acceptance of such payments not comprising any waiver, ratification, release or the like. If this Agreement is wrongfully terminated by Owner or lawfully terminated by WPHLI due to Owner's breach, then Owner shall pay WPHLI as agreed liquidated damages, one-half of the Franchise Fees, Advertising Contributions and other monies Owner would have likely paid to WPHLI if Owner had fully complied with this Agreement through the end of its term (Owner's full payment obligations to WPHLI during the last full calendar year of Owner's operations prior to termination being applied to each of the years remaining in this Agreement's term for calculation purposes) together with all other damages, costs and expenses, including attorney's fees, incurred by WPHLI. Termination of any material agreement between WPHLI and Owner due to Owner's breach, including, without limitation, other franchise agreements for other teams, is, at WPHLI's option, good cause for WPHLI lawfully terminating this Agreement and any or all of any other agreements WPHLI may have with Owner without any liability by WPHLI to Owner, any parties hereto, or any third parties. 10.5.2. TEAM ASSETS. Three months prior to this Agreement ending due to its expiration, unless the Agreement has been renewed, or immediately upon receipt of any notice of termination or intent to terminate Owner will supply WPHLI with copies and lists of all tangible and intangible rights and assets related in any way to operation of Owner's Team and Owner's Team's use of the Home Arena, specifically including, without limitation, all supplier, vendor, lease, insurance, marketing, internet, customer, employee and other agreements, address lists, season ticket holder and customer lists, site leases, equipment, inventory, equipment, fixtures, supplies, furnishings, books, past and current tax returns, real and personal property, indoor and outdoor signs, telephone listings, and any and all other tangible and intangible rights and assets (all collectively "Property"). WPHLI may, at its sole option, immediately acquire any, some, or all of the Property until ninety days after Owner supplies WPHLI with a complete set of such copies and lists, together with sufficient information for WPHLI to calculate the value and acquisition price of all such items. Effective upon WPHLI giving Owner notice of such acquisitions as WPHLI chooses to make, same, all, or none made severally or as a group, Owner immediately ceases to have any rights in the acquired Properties other than for compensation as stated herein. Such acquisitions immediately vest all legal, equitable, and beneficial title and rights to the acquired Properties solely in 32 _______ _______ Owner WPHLI

WPHLI, free and clear of any lien, charge, encumbrance, security interest or the like not previously approved by WPHLI. Owner will immediately sign any assignments or other documents presented by WPHLI which WPHLI deems convenient to giving full useful effect and benefit to these transfers and will immediately assist and permit the acquired Properties to be immediately occupied or removed as directed by WPHLI. If no price is agreed on for an acquired Property then its price shall be the lower of (a) if its value is listed in Owner's federal income tax returns, the lesser of the depreciated value shown on Owner's last federal income tax return, or cost less straight line depreciation over its useful life for a period of no more than five years without any allowances as determined by an independent appraiser selected by WPHLI or, (b) if it is rented or leased, assumption of payment obligations for possession subsequent to the acquisition, (c) if an agreement for future performance, possession or use, assumption of payment obligations for future receipt of performance, possession, or use subsequent to the acquisition; or (d) if inventory or supplies used in connection with Owner's Team a price equal to fifty percent of Owner's originally invoiced cost thereof if acquired by WPHLI within one year of delivery of same to Owner, twenty-five percent of the originally-invoiced price if acquired by WPHLI within the two years of delivery to Owner, and ten percent if acquired by WPHLI thereafter. If none of the above price setting mechanisms are applicable, then the price shall be based on orderly liquidation value and set by an independent appraiser selected according to this Agreement's dispute resolution process. No value shall be attributed to goodwill, WPHLI's Marks, agreements with WPHLI, value as a going business, equity, or any intangible addresses or other communications, numbers, or addresses used in connection with Owner's Team, value. As between WPHLI and Owner, WPHLI shall never be liable for any of Owner's liabilities except future use-based obligations for lease agreements which WPHLI acquires, even if WPHLI acquires the entire business. WPHLI shall begin to pay the acquisition prices ninety days after each such acquisition right or item is fully delivered by Owner to WPHLI for WPHLI's sole full use, possession, and benefit. Payment of the purchase price shall be made by WPHLI to Owner in twenty-four equal consecutive monthly installments, the beginning payment date being thirty days after Owner and WPHLI agree upon a price as set forth herein or thirty days after the price is determined by this Agreement's dispute resolution process. WPHLI may set off against such prices any amounts due from Owner to WPHLI or to any Owner creditor to which creditor WPHLI applies such funds or has paid any obligation of Owner. All accounts payable and all accounts currently receivable of Owner's business upon termination belong solely to Owner. If Owner is a corporation, company, or limited partnership Owner and all shareholders, members, and partners thereof are deemed to have granted WPHLI an irrevocable option to purchase any or all shares of Owner's issued or unissued equity interest at par value, or the like, for one year from the date of termination. 10.5.3. TELEPHONE AND INTERNET. Rights to any domain name, telephone numbers, addresses, or other communications, numbers, or addresses used in connection with Owner's Team, or the like, which are used by Owner's Team from time to time or are associated with Owner's Team are always held by Owner in trust for WPHLI. WPHLI may at any time require Owner to immediately assign all such telephone numbers, etc., to WPHLI, in which event if Owner is in full compliance with this Agreement, WPHLI shall make use of same available to Owner and Owner shall pay WPHLI all costs associated with the same. Upon Owner's Material Default, or any notice of termination or any termination or ending of this Agreement, Owner hereby irrevocably authorizes WPHLI to do whatever WPHLI deems is reasonably necessary (including executing documents in the name of Owner) to transfer all rights to some, any, all, or none of same to WPHLI or an 33 _______ _______ Owner WPHLI

assignee of WPHLI at WPHLI's election. If this Agreement ends for any reason, any or all telephone numbers and internet addresses, and other communication addresses associated with Owner's Team shall be deemed assigned to WPHLI or its designee, the assignment to be effective if and when WPHLI elects to accept the assignments. WPHLI's assumption of future payment obligations will be the sole payment therefore. The telephone company, domain registrar, and any court shall accept this Agreement as conclusive proof of WPHLI's exclusive right to the telephone numbers without any interference whatsoever. Further, Owner will itself execute additional similar documents if the telephone company so requests. No interrupts or operator messages will be required on telephone numbers assigned to WPHLI. WPHLI may elect to not acquire any, some, or all telephone numbers, and in such event, Owner shall either discontinue such numbers or solely pay for an operator interruption service for one year to inform callers of Owner's disassociation with WPHLI and of how to contact WPHLI or other System teams for further information. The telephone company is an intended beneficiary of these provisions. Owner expressly agrees that upon termination, WPHLI may immediately take sole possession of Owner's offices and facilities, change any locks and exclude Owner from same, subject to WPHLI thereafter timely electing in writing to acquire or not acquire any or all of Owner's personal or real property. 10.5.4. TRADEMARK DISCONTINUANCE. On termination or expiration of this Agreement, all rights granted to Owner hereunder immediately terminate. Owner will immediately and permanently: cease to represent itself as being associated with WPHLI; discontinue all use of the System, the Marks and any similar marks, logos, or indicia, WPHLI's copyrighted materials and Proprietary Information. This specifically includes, without limitation, immediately and permanently ending and removing or modifying signs, exteriors, interiors, fixtures, furniture, equipment and operations and techniques to completely distinguish image, operations, services and goods from the System; causing Owner's governing documents and all licenses, permits and contracts to be amended to delete all parts of the Marks; abiding by all confidentiality, non-competition and noninterference covenants with WPHLI, end use of and returning to WPHLI all materials provided by WPHLI such as advertising materials and training materials, trade secrets, and methods of operation. WPHLI and its agents have the right to immediately enter any premises where the licensed business was conducted, without being guilty of trespass or any other tort, ensure Owner's obligations on termination are met and effect the above at Owner's expense. Further, following expiration or earlier termination of this Agreement, if WPHLI suffers damages because Owner fails to discontinue forthwith its use of all Marks and all copyrights, trade secrets, systems, methods of operation, format and goodwill which are features of the WPHLI System, then in addition to any other remedy provided in this Agreement or available to WPHLI at law or in equity, WPHLI shall have the right to recover damages from Owner which arise directly or indirectly from such failure to discontinue. Following expiration or earlier termination of this Agreement, WPHLI may execute in Owner's name and on Owner's behalf all documents necessary or advisable in WPHLI's judgment to terminate Owner's use of the Marks and WPHLI is hereby irrevocably appointed as Owner's attorney to do so. Every power of attorney granted in this Agreement is coupled with an interest, shall continue unprovoked and may be exercised during any subsequent legal or other incapacity on Owner's part. Owner will ratify and confirm in writing that any actions taken by or on behalf of WPHLI in pursuance of thereof are valid and effectual. 10.6. BUSINESS CONTINUATION. Owner acknowledges and agrees that in a collective enterprise such as a professional athletic league that WPHLI, other owners, numerous players, suppliers, vendors, and fans are in an extremely 34 _______ _______ Owner WPHLI

co-dependent relationship, the other entities and persons in the collective enterprise being dependent upon Owner doing its agreed part. Because of this extreme reliance, the remedies needed upon any Owner's default in its promises must be immediate and effective. In the event of WPHLI giving notice to Owner of a breach of this Agreement, and in addition to any other remedies specified herein, including but not limited to termination, WPHLI may, without waiving any claim for default and without prior notice to Owner: (a) Bring such action for injunctive or other similar relief to compel Owner to comply with Owner's obligations; (b) take whatever steps WPHLI deems necessary to cure Owner's defaults for the account of and on behalf of Owner, enter any business premises of Owner without being liable to anyone in any way for such entry, for the purposes of securing the return of WPHLI property, performing or compelling performance of Owner's obligations and protecting WPHLI's rights upon expiration or termination of this Agreement; (d) take immediate possession and control of Owner's Team, offices, facilities, and related tangible and intangible assets. Payment, ownership, allocation and resolution of disputes of the same will be determined later, in accordance with this Agreement, and WPHLI shall not be responsible for any misconduct or negligence pending resolution of payment, ownership, allocation, and resolution of disputes; (e) sell or lease or concur in selling or leasing the undertakings, property and assets of Owner or any part thereof; (f) make any arrangement or compromise on Owner's behalf which WPHLI believes is expedient; (g) to the full extent permitted by law carry on or concur in carrying on the operations of Owner's Team and employ such agents, attorneys, accountants, contractors, employees and other persons WPHLI thinks proper to repair or renew such of the assets of Owner as may be worn out or lost or otherwise unserviceable, and raise money on the assets of Owner and charge the same at such rate or rates of interest and on such terms as WPHLI thinks fit. To enable WPHLI to exercise the powers granted by this section, at WPHIL's election, Owner hereby is deemed to have irrevocably appointed WPHLI to be the Owner's attorney-in-fact for the purpose of exercising any or all of the powers set forth in this section and executing any deed, conveyance, transfer, bill of sale or any other instrument necessary to effect a sale, arrangement or compromise. The rights and powers conferred by this section supplement and are not in substitution for any other rights WPHLI may from time to time have under this Agreement or otherwise. Owner will pay WPHLI full compensation for WPHLI's costs, efforts, and services pursuant to this section. In addition to WPHLI's other rights, Owner grants WPHLI the right to take possession of and a possessory lien for payment against Owner's assets until WPHLI is fully paid and all of Owner's duties to WPHLI are fully discharged. Moneys received by WPHLI pursuant to this section shall be paid to Owner. After discharge of all rents, taxes, rates, insurance premiums and business affecting Owner's Team and any related additional assets of Owner compensation and reimbursement of WPHLI; in keeping liens and charges on Owner's assets in good standing to pay any sums due under this Agreement, in payment of any other amounts Owner is required to pay in this Agreement, including to Owner's creditors in exercising its rights under this section, WPHLI shall not be deemed to waive any breach by Owner or incur any liability to Owner or any other person. In any receivership or bankruptcy proceeding brought by WPHLI, Owner is deemed to have consented to the receiver of WPHLI's choice. Owner agrees these terms are necessary and reasonable to protect WPHLI, the System and other owners and expressly agrees monetary damages would be inadequate to compensate WPHLI for any breach of this Agreement. Owner agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to WPHLI and that, in addition to any other remedies that may be available in law, in equity or otherwise, WPHLI is entitled to injunctive relief, without bond or other security, against the breach, threatened breach, or the continuation of breach, without the necessity of proving actual damages. 35 _______ _______ Owner WPHLI

10.7. INSOLVENCY. Owner is in default and all rights granted herein to Owner automatically terminate without notice to Owner if Owner becomes "Insolvent", defined as any of: voluntarily suspending normal business operations, or becoming unable to pay debts as they mature; failing to pay all debts as they come due; Owner is adjudicated bankrupt or insolvent; a receiver, trustee in bankruptcy, or other custodian (permanent or temporary) is appointed to take charge of any part of Owner's affairs, assets or property, or any part thereof is appointed by any court; proceedings for a composition of creditors is instituted by or against Owner and is not dismissed within ten days; Owner makes a general assignment for the benefit of creditors; a petition of bankruptcy is filed by Owner; a petition in bankruptcy is filed against Owner and is not dismissed within ten days; a final judgment against Owner remains unsatisfied for thirty days (unless a supersedeas bond is filed); Owner is dissolved; execution is levied against any Owner's property or business; any suit to foreclose any lien or mortgage against the premises or equipment is not dismissed within thirty days; or if dissolution proceedings are commenced by or against Owner and are not dismissed within ten days, Owner ceases its corporate existence (whether voluntarily or involuntarily), Owner goes into liquidation, Owner acknowledges insolvency under order of a Court; Owner sells or purports to sell or transfer or otherwise loses possession or ownership or control of all or a substantial part of the assets used in connection with the operation of Owner's Team; Owner allows the personal property used by Owner's Team to become attached, executed against, distrained, levied upon or become subject to sequestration or retainer, without obtaining full release of within five days; Owner allows any builder's lien or other lien, charge or encumbrance to attach to Owner's Team, or any real or personal property used by Owner's Team which is for of more than ten days; Owner allows any judgment to be entered against WPHLI or any of WPHLI's affiliates arising out of or relating to operation of Owner's Team without satisfying such judgment or securing it by payment into Court within ten days; or Owner or Owner's Team is enjoined from operating in the Home Arena and such injunction is not dismissed, stayed or set aside within the earlier of ten days or the next scheduled game at the Home Arena. 11. OTHER TERMS 11.1. INSURANCE. WPHLI currently requires all League teams to enter WPHLI's standard insurance policy regarding team injuries, except to the extent same is precluded by applicable law. Prior to hiring any employees, Owner shall execute same and thereafter shall timely pay, and fully comply with same. If WPHLI's standard team injury insurance is not entered into because same is precluded by applicable law, Owner shall obtain equivalent coverage with terms as stated in the Governing Documents. Prior to doing any business or entering any other agreements concerning the licensed business, Owner will obtain and thereafter maintain at Owner's expense, insurance coverage at least equal to the minimum insurance requirements, coverages, and amounts set forth in the Governing Documents, except as prohibited by law. These requirements include, without limitation, naming WPHLI as an additional insured and waiving subrogation against WPHLI together with such insurance as may be required by any law, lease, special risk or as WPHLI may reasonably require for its or Owner's own protection. The insurance policies will include a statement that they cannot be canceled or altered without at least thirty days written notice to WPHLI and must be obtained only from insurance companies which meet WPHLI's standards. Owner will deliver to WPHLI such evidence of insurance and its maintenance as required by the Governing Documents. Owner will not make any claim against WPHLI or any entity performing any duty for WPHLI to recover any loss covered or which should have been covered by such insurance. Owner's obligations are not reduced 36 _______ _______ Owner WPHLI

because of any insurance WPHLI or Owner may carry, nor will any insurance relieve Owner of liability under the indemnity provisions herein. All insurance policies shall require the insurers to defend Owner and WPHLI, jointly and severally and without any right of subrogation against anyone, in all claims and actions to which the insurance is applicable. WPHLI, at its option, may obtain such insurance and/or make payments necessary to keep such insurance in force if Owner fails to do so and Owner will immediately reimburse WPHLI for such payments. WPHLI may elect, at any time, upon the recommendation of its independent insurance advisor, to require Owner, either individually or as part of a group of licensees, to place the insurance coverages (or any them) through WPHLI, in which case Owner will pay its proportionate share (with other WPHLI System licensees) of all costs thereof, upon receiving invoices therefore. Owner will pay its proportionate share of internal costs (as invoiced by WPHLI) which are incurred by WPHLI from time to time in connection with administration of any insurance. Owner agrees WPHLI is not an insurance broker. Nothing done by WPHLI pursuant to this section or otherwise comprises a representation, promise, or constitutes an assurance that Owner has adequate insurance for Owner's assets, business and potential liabilities and Owner is free to obtain additional insurance as Owner sees fit, with or without the advice of Owner's own insurance broker. 11.2. WARRANTIES. WPHLI believes it has all rights to the System and Products necessary for WPHLI's performance of WPHLI's promises to Owner set forth in this Agreement. WPHLI warrants to Owner to repair or replace any Product manufactured by WPHLI which is purchased directly from WPHLI and proves to be defective in workmanship or material, all in accordance with its then current published warranty policy. THE FOREGOING IS IN LIEU OF ALL EXPRESS WARRANTIES AND REPRESENTATIONS AND ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. WPHLI MAKES NO OTHER AFFIRMATIONS OF FACT, PROMISES WHICH ARE A BASIS OF THE BARGAIN OR EXPRESS WARRANTIES EXCEPT AS SPECIFICALLY SET FORTH HEREIN. WPHLI makes no warranties concerning the goods or services of approved suppliers whether they be listed as an approved supplier or be otherwise recommended by WPHLI or concerning goods purchased from WPHLI, but which were not manufactured by WPHLI. Such sales are "AS IS" with respect to WPHLI. WPHLI will assign to Owner any warranties it has received from manufacturers to the extent contractually permitted. WPHLI is not liable for consequential, special, indirect, or incidental damages, transportation, labor, or any other charges due to any goods or services. All sales, leases, or transfers of goods or services from WPHLI to Owner are governed by this Agreement unless otherwise agreed in writing. Owner has inspected all available goods, services and specimens of WPHLI and has found them to be in complete conformity with this Agreement and Owner's expectations. 11.3. LOCATION RESPONSIBILITY. The Home Arena's location and selection, lease negotiations and plans, layout, build out, contractor selection, terms, prices, timetables, and all other matters related to the real estate and building at which Owner's Home Arena will be located (collectively "Location Matters") are important to Owner's success or failure. Owner is encouraged to consult with real estate brokers and experts familiar with Owner's geographic area. Owner has the most specific information about Owner's Location Matters and has sole responsibility for obtaining full information, obtaining and consulting with Owner's own qualified advisors, and making Owner's own decisions pertaining to all Location Matters. WPHLI makes no representations or promises concerning 37 _______ _______ Owner WPHLI

Location Matters, including, without limitation, whether or not the location is suitable, likely to be successful, etc. If WPHLI provides any Location Matters information, minimum requirements, etc., same are only relevant to System Home Arenas generally being sufficiently within the System's guidelines to present a standard System image. Owner may not rely upon these or any other WPHLI materials, statement, or information about Owner's location or Location Matters being beneficial to Owner. WPHLI does not represent that same are useful for Owner's location. WPHLI expressly disclaims any representations concerning the suitability, appropriateness, usefulness, likely success or failure of Owner's location, or any Location Matters. Owner agrees Owner has carefully inspected the Home Arena and its surrounding area, consulted with Owner's own advisors and experts and believes a WPHLI team arena has a reasonable potential for success there. Owner is aware that proper selection is critical to business success. Owner agrees WPHLI's approval of the Home Arena does not comprise WPHLI's guarantee or recommendation of the Home Arena, and that Owner is solely responsible for selection and all other aspects of the Home Arena and matters relating to it. WPHLI's suggestion or approval of a location is not a representation or guarantee that it will be suitable or successful for Owner or any other aspect of it. No person employed by or associated with WPHLI has authority to make any such representations. 11.4. CLAIMS. 11.4.1. THIRD PARTY CLAIMS. Owner will immediately notify WPHLI in writing of any suits, threats claims or complaints concerning, arising from or relating to the System, Owner's Team, Owner, WPHLI, or any part of or aspect of the System, its Marks, employees, agents, Products or services, together with a full explanation of the situation. Methods of channeling customer complaints, governmental investigations or publicity about same directly to WPHLI may be implemented in the Governing Documents. Owner will actively assist WPHLI to prosecute or defend WPHLI's claimed rights in the System, the assistance being at Owner's expense, not take any action in derogation of same, immediately report to WPHLI any infringements thereof and cooperate fully and execute any papers useful to accomplish these purposes at Owner's expense. Owner is solely responsible for and will defend, indemnify, and hold WPHLI, its affiliated companies, officers, employees and agents and other System owners harmless from all damages and expenses (including, without limitation, attorney's fees and expenses, and any payments made by WPHLI in satisfaction of non-frivolous complaints), fines, claims, actions, or demands of every kind and character, for injury to or death of any person or damage done to any property arising directly or indirectly or allegedly arising from Owner's or its contractor's, subcontractor's or their respective employee's or agent's work, offer, sale, lease or transfer of any good or service, regardless of whether or not the claim arose from acts outside of such business' or person's scope of work or employment, or Owner's operation of any part of Owner's Team or the System including, without limitation, where such injuries, death or damages are caused by the sole, joint, or concurrent gross or simple negligence of WPHLI, its officers or employees. In the event of unresolved customer complaints, litigation, or any governmental litigation or investigatory request or demand based in whole or in part upon Owner's alleged acts or failure to act, WPHLI may elect, upon giving prior written notice to Owner, to take whatever action WPHLI deems appropriate in Owner's name to resolve such matters, including, without limitation, controlling and/or settling claims and litigation, making payments in satisfaction of complaints and agreeing to undertake corrective measures, all in Owner's name and at Owner's expense. WPHLI will use reasonable judgment 38 _______ _______ Owner WPHLI

concerning such matters as WPHLI elects to resolve in Owner's name and owes Owner no other duties. Owner is always solely responsible for its costs, attorney's fees, damages, and settlements. WPHLI may defend against patent, trademark, copyright, unfair competition claims or the like or instruct Owner to adopt substitutes chosen by WPHLI at Owner's expense. 11.4.2. OFFICIATING CLAIMS. While officiation matters generally are open for discussion at Board of Governors meetings and Owner may complain to WPHLI concerning any officiation matter, Owner agrees WPHIL's decisions in this regard are binding and final. Owner acknowledges and accepts the fact that League officials will inherently, from time to time, make mistakes, bad calls, and the like, but that ultimately officiation requires finality. WPHLI AND LEAGUE OFFICIALS, ARE EXPRESSLY RELEASED FROM ANY LIABILITY DUE TO ANY ACT OR FAILURE TO ACT BY ANY LEAGUE OFFICIAL ACTING IN THEIR CAPACITY AS LEAGUE OFFICIALS, REGARDLESS OF WHETHER SAME IS A MISTAKE, NEGLIGENT, GROSSLY NEGLIGENT, WILLFULLY AND INTENTIONALLY NEGLIGENT, OR THE LIKE. An exception is that Owner's claims against League officials are hereby always assigned to WPHLI for WPHLI to assert or not assert, in WPHLI's absolute discretion, any ultimate recovery upon Owner's claim to be assigned by WPHLI back to Owner. 11.4.3. OWNER'S CLAIMS. This Agreement's limitations are reasonable and intended to promote the early disclosure of problems to permit them to be resolved in a timely manner rather than becoming the basis of expensive, time consuming litigation at a later date. OWNER MUST DELIVER A WRITTEN NOTICE TO WPHLI WITHIN NINETY DAYS OF BEGINNING OPERATIONS UNDER THIS AGREEMENT OF ANY PRE-OPERATIONAL BREACHES OR MISREPRESENTATIONS OF WPHLI OR IS DEEMED TO HAVE WAIVED THE SAME. OWNER WILL CAREFULLY MONITOR THE ACTIVITIES OF WPHLI AND DELIVER A WRITTEN NOTICE TO WPHLI OF ANY OBJECTIONABLE ACT, FAILURE TO ACT, STANDARD OR PRACTICE OF WPHLI WITHIN NINETY DAYS OF THE FIRST OCCURRENCE THEREOF OR IS DEEMED TO HAVE WAIVED ANY OBJECTION AND CAUSE OF ACTION WITH RESPECT THERETO AND TO ALL FUTURE SIMILAR OCCURRENCES. OWNER SHALL FILE A DEMAND FOR DISPUTE RESOLUTION AGAINST WPHLI WITHIN TWO YEARS OF THE FIRST OCCURRENCE OF ANY BREACH OF CONTRACT OR TORTIOUS ACT OF WPHLI INCLUDING, BUT NOT LIMITED TO, FRAUD, MISREPRESENTATION, STATUTORY TORTS, NEGLIGENCE, PROMISSORY ESTOPPEL AND ALL ACTIONS HOWEVER DENOMINATED OR IS DEEMED TO HAVE WAIVED THE SAME AND ANY OBJECTION TO ALL FUTURE SIMILAR OCCURRENCES. IF OWNER PURCHASES ANY GOODS OR SERVICES FROM WPHLI, OWNER SHALL DELIVER WRITTEN NOTICE OF ALL DEFAULTS TO WPHLI WITHIN NINETY DAYS OF DELIVERY. FAILURE TO TIMELY DELIVER SUCH NOTICE COMPRISES AN IRREVOCABLE ACCEPTANCE AND BINDING ADMISSION THAT THE GOODS AND SERVICES FULLY COMPLY WITH THE ORDER AND ARE FIT FOR THEIR INTENDED PURPOSE. To the extent permitted by applicable law, neither party shall be liable to the other for punitive or exemplary damages. If WPHLI is held liable to Owner for material breaches of this Agreement or for any material acts or failures to act related hereto, Owner's sole remedy is liquidated damages consisting of a credit to Owner of one-third of all Assessment Fees paid by Owner to WPHLI due to the affected team (in the two years preceding WPHLI's breach), exclusive of payments for goods or services delivered, during each calendar year of the breaches against future monies to be paid by Owner to WPHLI or, if Owner ceases to be a 39 _______ _______ Owner WPHLI

League owner, return to Owner of such amount. Exceptions are that Owner's sole remedy, Owner expressly waiving all claims to monetary or other relief, in the event (a) any WPHLI entry, possession, or injunction is held wrongful or dissolved, shall be return of possession and dissolution of the injunctive relief, or (b) WPHLI officials' fail to appear to officiate any game or they otherwise cause cancellation or disruption of any game, shall be WPHLI providing officials to the rescheduled game, if any, without expense to Owner. In the event of actionable immaterial breaches or wrongs by WPHLI, Owner's actual damages shall be determined and be credited against future monies to be paid by Owner to WPHLI. These are Owner's sole and exclusive remedies, are in lieu of all other relief of any kind, are reasonable remedies considering the range of possible problems, and are adopted to lessen the expense and uncertainty of litigation and to promote its early settlement or resolution. 11.4.4. DISPUTE RESOLUTION. ALL DISPUTES BETWEEN THE PARTIES AND BETWEEN OWNER AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ASSOCIATED PERSONS AND ANY OF WPHLI'S OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION IN THE COUNTY OF WPHLI'S THEN-CURRENT HEADQUARTERS, in accordance with the American Arbitration Association's ("AAA") then current Commercial Rules of Arbitration, and be governed by the Federal Arbitration Act subject to the following exceptions: In the event of a dispute, either party shall deliver a written statement of the dispute together with a demand for mediation to the other party. The parties shall attempt to agree upon a mediator and mediation rules. If the parties do not agree upon a mediator and mediation rules within ten days, the mediation shall be pursuant to the AAA's rules in the county of WPHLI's then-current headquarters, the mediator to be immediately appointed by the AAA and paid for equally by the parties. If the dispute is not resolved at the mediation, the parties will attempt to agree on an arbitrator or arbitrators and rules of arbitration. If the parties do not agree upon arbitrators and rules of arbitration within ten days after the end of the mediation, the dispute will be resolved according to the AAA's then-current Commercial Rules of Arbitration in the county of WPHLI's then-current Headquarters. The parties may take discovery in preparation for the arbitration hearing as authorized by the Federal Rules of Civil Procedure. If the amount in controversy is two hundred-thousand dollars or less, a single arbitrator shall be used. If the amount in controversy is greater than two hundred-thousand dollars, the panel shall have three arbitrators who shall appoint one of their members to be a chairperson to decide all pre-evidentiary hearing matters except for motions for summary judgment and to solely control the conduct of the evidentiary hearing. The arbitrator(s) shall be attorneys with at least ten years substantial business law and litigation experience and paid their standard office practice rates for all time spent due to the arbitration. The parties will submit a joint pretrial order which complies with the Local Rules of the local federal district court. Evidence shall be received solely in accordance with the Federal Rules of Evidence and testimony transcribed at the request of any party at that party's expense. All information and copies of information developed due to the arbitration shall be held in confidence under such protective orders as the panel deems useful to insure confidentiality and ultimately delivered to the panel for destruction at the conclusion of the controversy, subject to WPHLI's legal disclosure requirements. In addition to the AAA's standard deposits, each party shall deposit, pay and replenish such amounts as the panel deems appropriate to secure the panel's fees and related costs with the AAA. Failure to timely make or replenish any required deposit is a full default by the defaulting party, entitling the non-defaulting party to an immediate administrative award by the AAA of all relief requested by the non defaulting party without any need for appointment of or any act of the arbitration panel. If a Fed.R.Civ.P.-type Rule 40 _______ _______ Owner WPHLI

68 offer is declined, the offered relief shall not be counted in determining the prevailing party if the offered relief is ultimately awarded. The panel shall otherwise determine the prevailing party. The non-prevailing party shall reimburse the prevailing party for all AAA and panel fees and related costs (not including the parties' attorney's fees). The award shall be strictly in accordance with applicable law, and state, "This award is limited to the exact facts and parties before this panel and is in the nature of an enforceable settlement. It is not applicable to any other facts or parties." The arbitration shall be rapidly completed. Either party may appeal the award within thirty days of its entry to the local federal district court (or state district court if federal jurisdiction is lacking), for review solely on the arbitration record and to confirm, modify, correct, reject, or reverse the award as the judge may deem proper and necessary in the particular case. Concerning the dispute's merits, the court will limit its evidentiary review to the evidence in the arbitration record. In the event of an appeal, each party shall submit proposed findings of fact and conclusions of law to the panel within forty-five days of the appeal (or of the record being transcribed, if applicable), and the panel shall prepare findings of fact and conclusions of law for the reviewing court. The district court's judgment is appealable. An exception to exclusive mediation and arbitration is that temporary judicial injunctive relief or expedited judicial remedies may be obtained by either party pending judicial confirmation of the arbitration award to enforce the terms of this Agreement; to prevent Proprietary Information or Marks from being disclosed, misused or not used; to prevent the injury, loss, wasting or removal of any tangible or intangible asset used in connection with the System's business or to protect public health and safety pending judicial confirmation of the arbitration award, or concerning unlawful detainer or eviction, foreclosure of a security interest or bankruptcy court claims or the like. Pursuit of such temporary injunctive relief does not comprise an election of remedies or waive or impair the parties' agreement to ultimately resolve the dispute by arbitration as set forth herein. Failure to comply with this Agreement's dispute resolution process or its award or judgment is a material breach of this Agreement. 11.5. PURCHASE ORDERS. All purchase orders received by WPHLI are subject to acceptance by WPHLI as set forth herein. WPHLI has the right to not accept new orders and to withhold shipment of accepted orders if Owner is in any way in default hereunder, specifically including, without limitation, failure to pay any sum due WPHLI. WPHLI may change prices without advance notice. WPHLI's quotes, price lists, etc. are invitations to submit orders and no more. Any provision included by Owner in any purchase order which is inconsistent with this Agreement or WPHLI's standard terms of sale is ineffective. WPHLI is under no obligation to examine Owner's orders except to determine items and quantity. WPHLI reserves the right to reject any order. Absent a separate written notice of acceptance only shipment by WPHLI comprises acceptance of Owner's order and then only to the extent of goods shipped and no more. All WPHLI's sales and quotations are subject to this Agreement unless this clause is specifically referred to and negated in a subsequent signed agreement. Additional specific terms and conditions of ordering, shipment, delivery and payment may be implemented in the Governing Documents as it may be changed from time to time. Owner's exclusive remedy for all causes relating to delivery, quantity and quality of goods is for refund of such monies paid for the goods and is conditioned on timely giving notice of rejection, holding the goods for WPHLI's inspection and a finding that the goods were defective when delivered. While WPHLI will use reasonable efforts to fill Owner's orders, it can not guarantee that they will be timely or completely filled or filled in a single shipment as WPHLI does not now, nor does it plan in the future, to warehouse sufficient goods to immediately supply all System Owners. WPHLI reserves the right to allocate scarce goods in its unreserved discretion. Owner agrees it must order 41 _______ _______ Owner WPHLI

sufficiently in advance of its needs and have adequate stocks on hand to avoid shortages. The duty to avoid these potential problems is solely Owner's. 11.6. INFLATION ADJUSTMENT. All amounts of money due from Owner to WPHLI or which Owner is required to pay, post, escrow, place with a surety, or in a letter of credit, or to act as a surety for, etc., including, without limitation, the Initial Fee, Assessment Fee, Letter of Credit, shall be adjusted for inflation by increasing the amounts by the applicable CPI Adjustment Percentage. For the purpose of this Agreement, "CPI" means the "Consumer Price Index for All Urban Consumers" published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, All Items (1982-84 = 100) or, if necessary, any other successor or substitute index (appropriately adjusted) published by such Bureau or its successor, and "CPI Adjustment Percentage" equals the percentage increase in the CPI from the first day of June immediately after this Agreement is effective until the first day of June of the then-current upcoming season. , the adjustment being applicable to payments due upon the first day of June or thereafter. As a non-limiting example, if this Agreement requires Owner to pay $100 to WPHLI and the applicable inflation adjustment is 2.5%, then Owner shall pay $102.50 to WPHLI. Any delay or failure of WPHLI in computing, billing, or issuing a statement for this adjustment shall not constitute a waiver of or in any way impair the continuing obligation of Owner to pay such adjusted amounts. If publication of the CPI is discontinued or published less frequently, then the parties shall agree on a substitute index published by a governmental body or nationally recognized financial institution that reasonably reflects and monitors consumer prices. If the parties are unable to agree on a substitute index, then one will be established by this Agreement's dispute resolution procedure. 11.7. ACCORD AND SATISFACTION. Payments by Owner to WPHLI of any amount less than due are deemed payments on account regardless of any endorsement to the contrary. Endorsing any check or accepting any amount from Owner will not bind WPHLI to such endorsement or any claim that acceptance was an accord and satisfaction for less than the full amount due or to any other condition. Payments from Owner will be applied first to any interest owing to WPHLI and then to the earliest amounts due WPHLI. If WPHLI's performance of this Agreement is hindered or prevented by act of God, enactment of legislation or governmental order or regulation, lack of supplies, labor unrest or unavailability, shortages, transportation delays, or unexpected demand, the requirement of performance will be extended, to the extent so prevented, except with respect to the duty to timely pay monies when due. Owner will not, by way of set-off or otherwise, whether on the grounds of the alleged non-performance by WPHLI of any of WPHLI's obligations hereunder, or otherwise, withhold payment of any amount due to WPHLI or any Affiliated Entity, whether on account of goods or services purchased by Owner, Assessment Fees, Advertising Fees or otherwise. WPHLI may set off any amounts Owner owes WPHLI or any Affiliated Entity against any amounts WPHLI may owe Owner. 11.8. REPRESENTATIONS. Owner has carefully studied WPHLI's System, the disclosures made in WPHLI's Offering Circular, and the terms and conditions herein. Owner specifically agrees that WPHLI has not represented, promised or implied that WPHLI will buy back or is likely to buy back any products, supplies or equipment or any product made, produced or fabricated by Owner using in whole or in part any products, supplies, equipment, or services sold or leased or offered for sale or lease to Owner by the WPHLI. Owner has been specifically advised that Owner must have enough money on hand to pay all opening expenses and for the period it will take for Owner's business to become profitable, if ever. Owner represents and promises that Owner is not entering this Agreement for investment purposes and has no present intention to sell or transfer this 42 _______ _______ Owner WPHLI

Agreement in whole or in part, that Owner is sufficiently capitalized and has sufficient capabilities to fund and staff the business, including during its start-up period, and that entry into this Agreement and performance thereunder will not breach the terms of any other agreement. WPHLI does not represent or promise that any specific element of consideration promised or represented by WPHLI to Owner, expressly including, without limitation, any advice, consultation, guidance or the like will be useful or valuable to Owner. Items and communications provided by WPHLI to Owner may be provided to benefit the League generally rather than Owner specifically. Owner represents and promises that Owner is and will remain financially able to make all payments needed to open and maintain the franchised business as required herein. Owner has carefully examined the System's business, the System's operations and products, samples of its products, all material aspects of the System, and Owner's proposed Protected Territory and agrees that same comply with this Agreement, all representations and promises, and Owner's expectations. Owner and all persons signing with or for it hereby release WPHLI, its officers, directors, employees and agents from any known or unknown acts, breaches, or causes of action occurring prior to this Agreement in exchange for WPHLI's grant of rights herein. Owner acknowledges and agrees that its sales and earnings, if any, will be primarily determined by demand in Owner's Protected Territory, the efficiency with which Owner operates its business, competition, its efforts and its business skills; that markups, costs and sales volumes are different at every business and are subject to fluctuations and; that Owner's actual sales margins, profits, losses, etc. may differ substantially from any figures it may have seen from any source. Owner and all persons signing with, for or in support of Owner acknowledge that they have conducted an independent investigation of the System, this business venture, and Owner's trade area. Based upon same, they have themselves decided that the business venture has a fair prospect of success, acknowledge that it has a risk of failing and accept that risk. WPHLI has encouraged Owner to, Owner has had ample time to, and Owner has in fact consulted with lawyers and business advisors of Owner's own choosing about the potential benefits, detriments and risks of this Agreement. 11.9. SUBSTITUTE PERFORMANCE. WPHLI has the right, but not the obligation, to elect to perform any parts of this Agreement on Owner's behalf, including the right to enter and remove, modify, alter, repair or replace any item or aspect of the franchised business which does not meet the System's then current standards. Owner shall immediately pay WPHLI its costs and expenses therefore. Performance by WPHLI does not waive any claim WPHLI may have against Owner. If WPHLI asserts Owner has materially breached this Agreement WPHLI may elect to immediately exclude Owner from any or all of the Home Arena, Team offices, and other Team facilities and take full control of any or all of same, either in WPHLI's own name to protect WPHLI's interests or, at WPHLI's election, as Owner's trustee as long as reasonably needed to obtain a final binding resolution of the issue, whether by judicial action, arbitration or otherwise, take any action WPHLI deems useful to cure the breaches and charge a reasonable fee for WPHLI's time and expenses. WPHLI has no liability for such acts or management unless Owner shows the same was maliciously done by WPHLI. 11.10. AUTHORITY AND GUARANTY. At WPHLI's request Owner will provide proof that the individuals signing on its behalf have authority to do so. Each person signing for Owner warrants that he or she has full authority to sign as indicated. Owner hereby grants WPHLI a security interest in Owner's Team, franchise rights, business, all real, personal and intangible property, fixtures, inventory, receivables, equipment, signs or documents bearing any part of the Marks, after acquired property and all proceeds of any collateral to secure Owner's obligations hereunder. Owner will execute all other security 43 _______ _______ Owner WPHLI

agreements and documents useful to further or perfect this security interest including, without limitation, UCC-1 forms. Owner shall not remove any of the secured property from the premises without WPHLI's written consent, which shall not be unreasonably denied. Each individual who now or in the future has a direct or indirect five percent or greater equity interest in Owner is an "Equity Holder." Owner promises Owner will have each of Owner's Equity Holders sign this Agreement as guarantors where indicated. Each Equity Holder or individual signing as a guarantor of Owner's performance hereunder individually accepts all restrictions herein on Owner as binding himself or herself personally; unconditionally guarantees Owner's full performance hereof and full timely payment of any obligations Owner may otherwise later incur to WPHLI; waives notice of acceptance of this guarantee, any right to require WPHLI to proceed against Owner, pursue any remedy, sue any party, give any notice of intent to accelerate, acceleration or otherwise and any requirement that WPHLI not alter, extend, release, rearrange, or substitute in whole or in part any debt, terms or security and always subordinates any rights with Equity Holder or individual may have to Owner's assets to WPHLI's claims. At WPHLI's request, Owner shall have all relevant documents which have been executed by any Equity Holder or other individual who signed as a guarantor of Owner's performance also executed by the Equity Holder or individual's spouse, including, without limitation, Owner's then-current License Agreement and then-current guarantees of Owner's performance hereunder, and Owner shall deliver such spouse-executed documents to WPHLI. If Owner is comprised of two or more persons, firms or corporations, then their liability under this Agreement shall be joint and several. If other or additional guarantee or subordination agreements are entered into by Owner's Equity Holders or other individuals, such agreements shall supplement and not release anyone from any of the terms of this Agreement and, to the extent such other agreements are inconsistent with this Agreement, the terms most beneficial to WPHLI shall apply. 11.11. CHANGES AND VARIANCES. Owner's Team co-exists with other System teams and may have favorable or unfavorable interactions with the other System teams. Advertising Associations are discussed above. The spectrum and specifics of such interactions are currently unknowable and inappropriate for detailed treatment in this Agreement. WPHLI is specifically empowered to prescribe uniform rules for such interactions in the Governing Documents and Owner shall comply with the same. WPHLI may designate some programs, goods or services as optional for certain qualified owners. To be a qualified owner, Owner must be in full compliance with all agreements with WPHLI and comply with such additional requirements, such as training, marketing, insurance, inventory, and equipment as WPHLI designates. Not more than once every five years WPHLI may require Owner to perform substantial changes, remodeling, replacement, and refurbishment of the Team's facilities, its equipment, fixtures, decor, furnishings, etc. to bring same into compliance with the System's then current standards, all subject to the Arena Contract. WPHLI may at any time elect to eliminate, relax or not enforce any standard restriction or requirement. Any such change must be made by WPHLI in writing for Owner to rely on same, all such changes being revocable. Other teams may enter or leave the League under different circumstances, conditions and terms. Other owners may operate under different agreements which may have materially different terms, exceptions, or variances than Owner's Agreement and that such other owners and teams may benefit from same. These do not affect Owner. 11.12. CONSENT TO JOINT OPERATING AGREEMENT. Owner acknowledges Owner's awareness of the Joint Operating Agreement ("JOA") between WPHLI and the Central 44 _______ _______ Owner WPHLI

Hockey League, Inc. and the JOA's terms, consents to it as if set forth herein, and agrees its continued existence upon its current terms or revised terms is not promised or represented and is not a condition of this Agreement. If the JOA materially changes or ends, the parties remain bound under this Agreement. 12. INTERPRETATION 12.1. ENTIRE AGREEMENT. This Agreement, its exhibits and the Governing Documents, as the Governing Documents may be revised from time to time as permitted herein, comprise the entire agreement of the parties and supersede all prior representations and agreements with respect to its subject matter. No promises or representations have been made to induce execution hereof which are not included. This Agreement may not be amended or waived and no representations may be made by WPHLI, except as set forth herein or in writing signed by WPHLI. All rights and licenses granted by WPHLI are expressly limited, nonexclusive grants solely within the parameters expressly stated herein and without any expansion by implication, waiver, course of performance, or the like. No representations; grants; obligations; warranties; rights to use, sell, copy or display any part of the System, its Marks, documents, know-how, patent rights, Proprietary Information or any other tangible or intangible thing or service; duties or limitations shall be implied against WPHLI unless expressly stated herein. WPHLI's grants, promises, representations, and warranties are non-exclusive, limited to the grants, promises, representations, and warranties which are expressly stated herein and do not include any implied grants, promises, representations, or warranties. No approval, permission, or waiver given by WPHLI is ever effective, and same never shall be relied upon by Owner, unless it is in a writing signed by an individual at WPHLI who has express written authority to commit WPHLI to same. Owner agrees to obtain WPHLI's written confirmation of any non-written approval, permission, or waiver before Owner relies on same and to never assert reliance upon any unwritten approval, permission or waiver. Any approval, permission or waiver requested of WPHLI is deemed denied if not timely expressly granted. The parties will each execute and deliver such further documents or assurances and perform such further acts as may be necessary or advisable from time to time to give full effect to this Agreement including, but not limited to, all documents required by the Governing Documents. 12.2. WAIVERS. Owner shall make a timely written request to WPHLI whenever this Agreement requires WPHLI's approval. WPHLI's approval must be in writing to be effective and relied upon by Owner. WPHLI assumes no liability or obligation and makes no representation or warranty by denying, granting, or providing any waiver, approval, advice, consent or suggestions to Owner or for any neglect, delay or denial of any requests therefore. Failure of WPHLI to exercise any right, power or option or to insist on strict compliance with the terms hereof will not comprise a waiver with respect to any other or subsequent breach of the same or different nature nor a waiver of WPHLI's right to at any time require exact and strict compliance with all terms hereof and declare any breach or default. No custom or practice waives WPHLI's right to demand exact compliance with this Agreement. WPHLI's rights and remedies herein are cumulative with any other rights or remedies which may be granted by law or equity. It is expressly agreed that the description of any breach or default in any notice by WPHLI, including, without limitation, a notice of termination, will not preclude the later assertion of other additional defaults or breaches, whether known or unknown at the time of the notice. Subsequent acceptance by WPHLI of any payments or performance is not a waiver of any preceding breach by Owner. WPHLI reserves the right, from time to time, to waive observance or performance of the whole or any part of an obligation imposed on Owner by this Agreement. No waiver 45 _______ _______ Owner WPHLI

of any default of any term, proviso, covenant or condition of this Agreement by WPHLI constitutes a waiver by WPHLI of any prior, concurrent or subsequent default of the same or any other term, proviso, covenant or condition hereof. 12.3. MATERIALITY. Owner expressly agrees that each detail of the System is important and each term herein is reasonable and necessary for the protection of WPHLI, other Owners and consumers who rely on the uniformity, standards, and enforcement of the System to maintain demand for the System's Products and services and protect its goodwill. WPHLI's duties are expressly contingent on Owner's strict compliance with all terms of this Agreement. Any breach by Owner of this Agreement is deemed a material and substantial breach. Time is of the essence. Because of WPHLI's and other League owners' reliance upon owner's strict compliance with the details of scheduled games and Owner's other promises, force majeure, impossibility, unexpected difficulty, and the like, do not excuse any failure or delay in Owner's timely performance of Owner's duties. If Owner anticipates any such failure or delay in Owner's timely performance, Owner shall immediately inform WPHLI of same. WPHLI may, in WPHLI's discretion, elect to waive, excuse, or delay any League owner's performance without same extending any rights to any other League owner. Calendar time periods herein will be from the initial day to a like day in the named period (i.e., one month and one year, respectively, from March 3, 2008, are April 3, 2008, and March 3, 2009). 12.4. SURVIVABILITY. All terms herein concerning payment, confidentiality, Marks, nondisclosure, acquisition of assets, Proprietary Information, non-competition, arbitration, and all other terms, post-termination assignments, promises of cooperation, and the like, which express or imply that they are intended to survive this Agreement's Transfer, end, expiration or termination, shall survive same unless this clause is particularly and expressly identified in a separate signed document. Owner expressly agrees that neither termination nor the existence of claims by Owner against WPHLI is any defense to WPHLI's immediate enforcement of Owner's promises herein and that Owner's promises herein are covenants independent of any other portions of this Agreement. 12.5. GOVERNING LAW. This Agreement is deemed made and performable in the county of WPHLI's then-current Headquarters. Owner is deliberately causing WPHLI to undertake activities and incur expenses at WPHLI's then-current Headquarters, is aware that substantial supervision and other activities will occur and continue to occur there due to this Agreement, will direct Owner's payments and communications there, and has and will develop a substantial and continuing relationship with WPHLI there. TO OBTAIN THE CERTAINTY OF A SINGLE FORUM, ANY JUDICIAL ACTION BROUGHT BY OWNER OR ANY OF OWNER'S ASSOCIATED PERSONS CONCERNING ANY DISPUTE BETWEEN THE PARTIES OR AGAINST ANY PERSON OR ENTITY AFFILIATED WITH WPHLI WILL ONLY BE INSTITUTED IN A STATE OR FEDERAL COURT SITTING IN THE JUDICIAL DISTRICT ENCOMPASSING WPHLI'S HEADQUARTERS AT THE TIME WRITTEN NOTICE OF THE DISPUTE IS RECEIVED AND SHALL NOT BE TRANSFERRED TO ANY COURT OUTSIDE OF THAT JUDICIAL DISTRICT. These courts have personal jurisdiction over all the signatories and guarantors of this Agreement hereto, venue is proper there and all parties waive all objections to venue and personal jurisdiction there. Owner and those signing with and for it hereby appoint the Secretary of State of the State of WPHLI's headquarters as an agent for service of process to receive any summons or service of process. The judgments and orders of these courts will be enforced by any court as if the same had originally issued there. WPHLI may elect to seek judicial relief in any forum anywhere. THIS AGREEMENT AND 46 _______ _______ Owner WPHLI

RELATIONSHIP WILL BE CONSTRUED AND GOVERNED SOLELY BY THE INTERNAL LAW OF THE STATE OF WPHLI'S HEADQUARTERS AT THE TIME THIS AGREEMENT IS ENTERED INTO, EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, OR OTHER APPLICABLE FEDERAL LAW AND EXCEPT AS EXPRESSLY SET FORTH OTHERWISE HEREIN, without regard to any conflict of law rules, except that if a particular statute of another state is nevertheless held to apply, then such particular statute shall apply to its subject matter exclusively (and not the WPHLI home state corresponding statute), and that if any provision herein which is not enforceable under the law of WPHLI's state shall be construed and governed under the laws of the state in which Owner's Home Arena is located if it would be enforceable under the laws of that state. Owner will indemnify and hold WPHLI harmless for all costs, expenses, or losses incurred by WPHLI in enforcing this Agreement or upholding the propriety of any action or determination by WPHLI relative to Owner or arising from Owner's breach or failure to perform any obligation hereunder, including without limitation, reasonable attorney's fees and expenses, including compensation for the time of WPHLI's in-house attorneys in connection with any pre-litigation, arbitration or litigation work thereon, unless Owner shall be finally determined to have fully complied with this Agreement. 12.6. CONSUMER RIGHTS WAIVER. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, OWNER VOLUNTARILY WAIVES ITS RIGHTS UNDER LAW THAT GIVES PURCHASERS OR CONSUMERS SPECIAL RIGHTS OR PROTECTIONS, INCLUDING, WITHOUT LIMITATION, THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., TEXAS BUSINESS & COMMERCE CODE. 12.7. CONSTRUCTION. Capitalized terms are defined in this Agreement where they appear in quotation marks and have no other meaning, and shall not for any purpose be deemed a part of this Agreement. Terms such as "League", "affiliate", "nominee" "Owner," etc. are applicable to one or more persons, firms, corporations or other entities and the singular number shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa as is appropriate in context. "Affiliate" means a company that is affiliated with another company because one of them is the subsidiary of the other, or both are subsidiaries of the same company, or each of them is controlled by the same person, firm or company, all whether the relationship is direct or the relationship is indirect through intermediary entities. "Person," whether or not capitalized herein, means both individual people and also entities of any kind. All monetary amounts are expressed in United States of America currency. References to this "Agreement" include its future then-current Governing Documents to the extent same do not contradict this Agreement and is uniform for Owner's designated class of licensees. Recitals herein are contractual obligations. Wherever WPHLI is given discretion by the use of "discretion," "consent," "may" or other permissive wording, WPHLI has absolute, unfettered, and unreasonable discretion, unless expressly provided to the contrary. Whenever the word "including" is used, the term is used without limitation unless expressly stated otherwise, i.e., "including" means "including, without limitation." Whenever in this Agreement WPHLI is to provide advice or guidance to Owner concerning the System's standards or use of the System's standards, or the like, no benefit or advantage is thereby promised or represented to Owner except that WPHLI's advice or guidance will provide such information to Owner. Owner's compliance with the System's standards may or may not be beneficial or advantageous to Owner. The language of this Agreement will otherwise be construed according to its fair meaning and not for or against either party. All 47 _______ _______ Owner WPHLI

words refer to whatever number or gender the context requires. Headings are for reference purposes only and do not affect or control interpretation in any way. This Agreement and all transactions hereunder shall be construed, interpreted and implemented in English. The rights and remedies contained in this Agreement and any other agreements between the parties are cumulative and no exercise or enforcement of any right or remedy by WPHLI shall preclude WPHLI's exercise or enforcement of any other right or remedy to which WPHLI is otherwise entitled by law or equity. 12.8. SAVINGS CLAUSE. This Agreement shall be construed, interpreted and reformed to avoid violating any applicable law, and to preserve its intent to the fullest possible extent. If any statute, law, by-law, ordinance or regulation promulgated by any competent authority with jurisdiction over any part of this Agreement or Owner's Team or any court order pertaining to this Agreement requires a longer or different notice period than that specified herein, the notice period herein shall automatically be deemed to be amended so as to conform with the minimum requirements of such statute, law, by-law, ordinance, regulation or court order. The unenforceability of any part, segment, or clause hereof will not affect the validity of the remaining portions hereof as the parties would have executed the remaining portions of this Agreement without such portions as may be invalid except that if any portions relating to restrictions on Owner or Owner's payments to WPHLI are finally determined to be unenforceable, WPHLI may elect to terminate this Agreement. Owner expressly agrees to be bound to the maximum extent permitted by law, as if separately set forth herein, with respect to any remaining reformed part of this Agreement if it is held to be unenforceable as written. In the event of legislation, government regulation, or changes in circumstances beyond the control of WPHLI that materially affects the relationship between WPHLI and the Owner, WPHLI shall have the right to reform and modify this Agreement to the limited extent reasonably needed to both adapt the Agreement to the changed circumstances and preserve the parties' original intent as expressed herein to the greatest extent possible. The parties do not intend to charge usurious rates of interest. If applicable law determines any obligation, charge or payment to be an unlawful charge or overcharge of interest, such obligation, charge or payment is automatically reduced to the maximum lawful rate, the excess to be refunded if already paid, the repayment comprising a complete remedy. 12.9. THIRD PARTIES. The parties do not intend this Agreement to confer any benefit on any entity other than Owner and WPHLI except as is otherwise expressly stated herein. WPHLI's "Affiliated Entities" include WPHLI'S current and future Affiliates, including, but not limited to Global Entertainment Corporation ("GEC"); Encore Facility Management; International Coliseums Company; Global Entertainment Ticketing d/b/a GetTix; Global Entertainment Marketing Systems, Inc. ("G.E.M.S."); Cragar Industries, Inc.. Affiliated Entities are not responsible for WPHLI's obligations. Owner is aware that WPHLI's Affiliated Entities offer goods and services in this line of commerce and to other WPHLI owners and may have business dealings with Owner. If Owner does business with any such entities, Owner expects such entities to have discretion to act in accordance with each entity's own best interests or not. As non-limiting examples, if Owner elects to lease an arena, engage arena management services, obtain ticketing services, or pursue marketing through one or more Affiliated Entities, then such entities may each make its own best deal with Owner and act in accordance with its own best interests, or not, at each such entity's discretion regardless of Owner's relationship with WPHLI or any Affiliated Entities. Owner does not expect and is not entitled to have WPHLI use WPHLI's association with Affiliated Entities to cause WPHLI or any Affiliated 48 _______ _______ Owner WPHLI

Entities to act against their own best interests. If Owner does business with Affiliated Entities, and has a dispute concerning same, Owner expressly agrees to look solely to the single such entity whose relationship with Owner is the relationship most material to the subject matter of the dispute for all relief and compensation. Owner has no right of defense, set off, or the like, against WPHLI due to any dispute or relationship Owner has with any Affiliated Entity, or vice versa. As non-limiting examples: If Owner leases Owner's Home Arena from an Affiliated Entity and Owner develops complaints relating to the Home Arena, then all of Owner's complaints about the Home Arena lie solely against the Home Arena leasing Affiliated Entity and do not lie against WPHLI or any other Affiliated Entity; and, if Owner develops complaints about any WPHLI acts or failures to act, then all of Owner's complaints concerning same lie solely against WPHLI and do not lie against any Affiliated Entity. This waiver includes, without limitation, any complaints of joint action by WPHLI and Affiliated Entities or between Affiliated Entities, however same may be denominated. All claims against WPHLI and Affiliated Entities expressly not permitted herein are expressly excluded. These limitations are a material part of this Agreement, as WPHLI would otherwise need to charge Owner a higher fee to provide site-specific services and responsibilities, to undertake the additional risks involved in same, and incur the additional risks arising from Owner doing business with Affiliated Entities. An express exception is that WPHLI and Affiliated Entities may transfer and assert any monetary obligations owed from WPHLI or Affiliated Entities to Owner, or vice versa, upon written notice to Owner of same. Owner is not entitled to the benefit of any agreement between WPHLI and any other entity unless the agreement specifically grants rights to Owner by name and expressly states that Owner is an intended third party beneficiary of same. If WPHLI acquires, is acquired by, merges with, or in any other manner joins or expands WPHLI's operations with another entity (collectively, "Expansion"), and the Expansion arguably causes a breach or impairment of rights granted by this Agreement to Owner, then the parties shall use this Agreement's dispute resolution process to determine if the breach or impairment is material or immaterial. If immaterial, i.e., an adverse annual effect on Owner's net profits of less than one hundred thousand dollars, the matter shall be deemed excused. If material, then WPHLI shall have the option of (a) paying to Owner the adverse effect on Owner's net profits for three years from the event as Owner's full and sole remedy, or (b) releasing Owner from this Agreement as Owner's full and sole remedy. This Agreement inures to the successors and assigns of WPHLI. WPHLI has the right to transfer or assign this Agreement in whole or in part. If WPHLI's assignee assumes all obligations of WPHLI hereunder, the assignment releases WPHLI from all obligations and liabilities to Owner, is without any Owner recourse to WPHLI, and Owner shall promptly execute a general release of WPHLI and WPHLI's affiliates from all claims under this Agreement. 12.10. OTHER AGREEMENTS. This Agreement requires Owner to execute certain other agreements found in the Governing Documents. Without limiting Owner's duties in this regard as set forth herein, Owner's rights and continued rights herein are subject to Owner timely delivering to WPHLI fully executed copies of the following agreements together with this Agreement: (1) Exhibits A and B of this Agreement; (2) Guarantee Subordination Agreement, (3) Team Symbols Licensing Agreement, (4) Franchise Disclosure Questionnaire. Within ten days of this Agreement becoming effective, Owner will deliver to WPHLI a complete set of Owner's governing documents, partnership agreements, corporate documents, and the like, same being subject to WPHLI's approval as stated herein. Prior to Owner hiring any employees, Owner will deliver to WPHLI WPHLI's Team Injury Insurance Agreement together with proof of the initial payment. Within thirty days of this Agreement becoming effective, Owner will deliver to WPHLI an approved and fully executed Letter of Credit/Performance Account documents and 49 _______ _______ Owner WPHLI

Pre-Authorized Bank Form. Owner will deliver to WPHLI a final draft of Owner's Arena Contract for approval prior to entering same, and, after obtaining WPHLI's approval of same, deliver same to WPHLI executed by Owner and the Home Arena lessor together with WPHLI's Lease Rider executed by Owner and the Home Arena lessor. 12.11. NOTICES. Notices required or permitted hereunder shall be in writing and either personally delivered, sent by registered mail, or any other means that provides reliable evidence of the date received by the respective party at its listed address unless and until the party designates a different address by written notice to the other party. WPHLI's sole address for notice is its Headquarters. WPHLI may change its Headquarters upon written notice to Owner, and this shall be effective to change the same with respect to each reference to "WPHLI's Headquarters" contained in this Agreement. Owner's address for notice is designated herein below. Owner may change its notice address upon written notice to WPHLI, subject to WPHLI's approval, approval not to be unreasonably denied. Written notices shall be deemed delivered at the time of delivery if delivered by hand; one business day after delivery if sent by facsimile or comparable electronic system and receipt is confirmed or, if sent by certified mail or other means which gives evidence of delivery, on the date of receipt. If WPHLI is reasonably unable to locate Owner within three days, or if delivery is refused or impeded by Owner, each and every employee and agent of Owner is deemed Owner's agent to receive notices and notice may be delivered by attachment to the front door of Owner's Team's facilities. 12.12. SUBMISSION OF AGREEMENT. Submission of this Agreement to Owner does not constitute an offer by WPHLI. This Agreement only becomes effective upon one or more copies of same, which are complete in all material respects and are executed by Owner, is delivered to WPHLI and thereafter executed by WPHLI in WPHLI's headquarters city. 13. ACKNOWLEDGEMENTS 13.1. DOCUMENTS RECEIVED. Owner agrees and represents that Owner received WPHLI's / /20 , Uniform Franchise Offering Circular at least as early as / /20 Owner's initials - _____________) and that Owner received a completed copy (other than signatures) of this Agreement at least as early as / /20 (Owner's initials - ___________). 13.2. INVESTMENT/NET WORTH. Check if applicable [ ] The franchise sale is for more than $1 million--excluding the cost of unimproved land and any financing received from the franchisor or an affiliate--and thus is exempted from the Federal Trade Commission's Franchise Rule disclosure requirements, pursuant to 16 CFR 436.8(a)(5)(i). (This concerns your investment needed to begin operations) [ ] Owner (or its parent or any affiliates) is an entity that has been in business for at least five years and has a net worth of at least $5 million. 13.3. FINAL REPRESENTATIONS. OWNER AND ALL PERSONS SIGNING WITH, FOR, OR IN SUPPORT OF OWNER ACKNOWLEDGE THAT THEY HAVE CONDUCTED AN INDEPENDENT 50 _______ _______ Owner WPHLI

INVESTIGATION OF THE SYSTEM AND THIS BUSINESS VENTURE; THEY UNDERSTAND THIS AGREEMENT INVOLVES A HIGH DEGREE OF BUSINESS AND FINANCIAL RISK; AND SUCCESS WILL BE LARGELY DEPENDENT ON THEIR INDEPENDENT CHOICES, ABILITY, AND FINANCIAL STRENGTH AND LOCAL MARKET CONDITIONS. WPHLI EXPRESSLY DISCLAIMS THE MAKING OF, AND OWNER ACKNOWLEDGES THAT OWNER HAS NOT RECEIVED ANY PROMISES OR REPRESENTATIONS, ORALLY, IN WRITING OR OTHERWISE, OF ASSISTANCE, EXPENSES, BENEFITS, SALES VOLUMES, PROFITS, SUCCESS, SUITABILITY OF OWNER'S LOCATION OR TRADE AREA, OR ANY OTHER MATTER EXCEPT AS EXPRESSLY STATED HEREIN OR WPHLI'S OFFERING CIRCULAR. IF ANY SUCH PROMISES OR REPRESENTATIONS HAVE BEEN MADE, OWNER MUST LIST THEM BELOW. WPHLI IS RELYING ON OWNER TO SEE THAT ALL SUCH MATTERS ARE INCLUDED IN WRITING HEREIN. IF THEY ARE NOT, OWNER AGREES OWNER WILL NOT BE ABLE TO RELY IN ANY WAY ON SUCH PROMISES OR REPRESENTATIONS AND WPHLI WILL NOT BE BOUND BY THEM. OWNER HAS CAREFULLY READ THIS AGREEMENT WITH THE ASSISTANCE OF LEGAL COUNSEL AND UNDERSTOOD ALL PROVISIONS IN IT. ------------------------------ ("Owner") ------------------------------ ("Address for Notice") By: By: --------------------------------- --------------------------------- (Signature) (Signature) Name: Name: ------------------------------- ------------------------------- (Printed Name) (Printed Name) Title: Title: ------------------------------ ------------------------------ The ___ day of ________________, 20___ The ___ day of _______________, 20___ To induce WPHLI to grant this Agreement to Owner, the undersigned equity owners of Owner and the other individuals listed below guarantee, on the terms set forth herein, Owner's performance of this Agreement. --------------------------------- --------------------------------- (Individually) (Individually) --------------------------------- --------------------------------- (Print Name) (Print Name) 51 _______ _______ Owner WPHLI

--------------------------------- --------------------------------- (Individually) (Individually) --------------------------------- --------------------------------- (Print Name) (Print Name) --------------------------------- --------------------------------- (Individually) (Individually) --------------------------------- --------------------------------- (Print Name) (Print Name) 52 _______ _______ Owner WPHLI

ACCEPTANCE This License Agreement is hereby accepted by WPHLI at WPHLI's "Headquarters" at 1600 North Desert Drive, Suite 300, Tempe, Arizona 85281 (Address for Notice"), and is effective this the _____ day of ___________________, 200__. WESTERN PROFESSIONAL HOCKEY LEAGUE, INC. By: ------------------------------ (Signature) ------------------------------ (Printed Name) Title: President ------------------------------ 53 _______ _______ Owner WPHLI

WESTERN PROFESSIONAL HOCKEY LEAGUE, INC. LICENSE AGREEMENT EXHIBIT A OWNER SPECIFIC TERMS This is Exhibit A to the License Agreement entered into between WPHLI and the Owner identified herein. 1. TEAM NAME (Subsection 2.1):.__________________________ (Team Name) 2. HOME CITY (Subsection 2.1):.__________________________ (City) __________________________ (State) 3. SEASON OPENING DAY (Subsection 2.3): The Season Opening Day for Owner's Team is currently expected to be the ___ day of ________________, 20___. This date is subject to rescheduling by WPHLI if reasonably necessary and upon reasonable advance notice to Owner. 4. HOME ARENA (Subsection 3.1): Owner has selected the following arena as Owner's "Home Arena" and obtained WPHLI's approval of it subject to WPHLI's approval of Owner's Arena Contract for the Home Arena. ------------------------------ (Street Address) ------------------------------ (Suite) ------------------------------ (City, State, and Zip) 5. PROTECTED TERRITORY: (Subsection 2.2) Owner's Protected Territory is defined as: 54 _______ _______ Owner WPHLI

[ ] The area within the circle defined by a radius of 25 miles from the main entrance of Owner's Home Arena. As a non-limiting example, if the main entrance of another League team's arena is more than 25 miles from the main entrance of Owner's Home Arena, then the other team's arena is outside of Owner's Protected Territory. [ ] The area of: or [ ] see attached map signed and dated by both parties. 6. MINIMUM TICKET SALES (Subsection 5.6): Owner shall sell at least _____ season tickets by the ___ day of __________________ 200___. Sales of luxury suites, club ticket sales, and the like, count toward this requirement, according to the following formula: ____________________________ 7. INITIAL FEE (Subsection 7.1) Owner will pay WPHLI an Initial Fee of $1,250,000 as follows: (1) Initial Payment of $ .00 together with Owner's delivery to WPHLI of this Agreement, executed by Owner, (2) If WPHLI delivers to Owner this Agreement, countersigned by WPHLI prior to the ____ day of ________, 20___, then Owner will pay WPHLI a payment of $___________, (3) payment of $_________ prior to the ___ day of _________, 20___, (4) payment of $_________ prior to the ___ day of _________, 20___, and (5) payment of $_________ prior to the ___ day of _________, 20___. This Exhibit A supplements and completes the Parties' License Agreement for Owner's Team: --------------------------------- --------------------------------- (Owner) (WPHLI) By: By: --------------------------------- --------------------------------- (Signature) (Signature) --------------------------------- --------------------------------- (Printed Name) (Printed Name) President President --------------------------------- --------------------------------- (Title) (Title) The ___ day of ___________, 20___ The ___ day of ___________, 20___ 55 _______ _______ Owner WPHLI

WESTERN PROFESSIONAL HOCKEY LEAGUE, INC. LICENSE AGREEMENT EXHIBIT B STATEMENT OF OWNERSHIP This is Exhibit B to the License Agreement entered into between WPHLI and the Owner identified herein. Owner: ------------------------------- Team Name: --------------------------- Home City: --------------------------- Form of Ownership (Check One) __ Individual __ Partnership __ Corporation __ Limited Liability Company Provide Owner's state of incorporation or certification and date of same. If a Partnership, provide name and address of each partner showing percent owned, whether active in management, and indicate the state in which the partnership was formed. If a Limited Liability Company, provide name and address of each member and each manager showing percentage owned and indicate the state and date of organization. If a Corporation, provide the state and date of incorporation, the names and addresses of each officer and director, and list the names and addresses of every shareholder showing what percentage of stock is owned by each. Use additional sheets if necessary. Any and all changes to the above information must be immediately reported to WPHLI in writing. 56 _______ _______ Owner WPHLI

The undersigned represent and promise that this Statement of Ownership is complete, accurate, and truthful. --------------------------------------------- (Owner) By: ------------------------------------------ (Signature) --------------------------------------------- (Print Name) --------------------------------------------- (Title) The ____ day of ________________, 20______ INDIVIDUAL SIGNATURES ------------------------------------ ------------------------------------ (Print Name, Individually) (Print Name, Individually) ------------------------------------ ------------------------------------ (Signature) (Signature) The ___ day of ____________, 20___ The ___ day of ____________, 20___ ------------------------------------ ------------------------------------ (Print Name, Individually) (Print Name, Individually) ------------------------------------ ------------------------------------ (Signature) (Signature) The ___ day of ____________, 20___ The ___ day of ____________, 20___ 57 _______ _______ Owner WPHLI

                                                                      Exhibit 21

                        GLOBAL ENTERTAINMENT CORPORATION
                         SUBSIDIARIES OF THE REGISTRANT
                             (as of August 29, 2008)

                                                                State or Country
                                                               of Incorporation
Name of Subsidiary                                              or Organization
------------------                                              ---------------

Cragar Industries, Inc. (1)                                         Delaware
Encore Facility Management (1)                                      Nevada
Global Entertainment Marketing Systems, Inc. (1)                    Nevada
Global Entertainment Ticketing (1)                                  Nevada
Global Personnel, LLC (3)                                           Arizona
Global Properties I (1)                                             Nevada
Global of Prescott Valley, LLC (3)                                  Arizona
Global of Rio Rancho, LLC (3)                                       New Mexico
Global of Wenatchee, LLC (3)                                        Washington
Global of Youngstown, LLC (3)                                       Arizona
Hidalgo Events Center, LLC (3)                                      Texas
International Coliseums Company, Inc. (1)                           Nevada
Prescott Valley Events Center, LLC (2)                              Arizona
Wenatchee Events Center, LLC (3)                                    Washington
Western Professional Hockey League, Inc. (1)                        Texas

----------
(1)  wholly owned subsidiary of Global Entertainment Corporation
(2)  50% owned subsidiary of Global Entertainment Corporation
(3)  single  member LLC,  where  Global  Entertainment  Corporation  is the sole
     member

                                                                    Exhibit 31.1

                        GLOBAL ENTERTAINMENT CORPORATION
           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Kozuback, certify that:

1.   I have  reviewed  this Annual  Report on Form 10-K (the  Annual  Report) of
     Global Entertainment Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  report,  fairly  presents  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the company as of, and for, the periods presented in this report;

4.   The  company's  other  certifying   officer  and  I,  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act rules  13a-15(e) and  15d-15(e)  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     a.   Designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision  to  ensure  that  material  information  relating  to the
          company,  including its consolidated  subsidiaries is made known to us
          by others  within those  entities,  particularly  during the period in
          which this report was being prepared;
     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  on financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     c.   Evaluated the effectiveness of the company's  disclosure  controls and
          procedures  and  presented  in this report our  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d.   Disclosed in this report any change in the company's  internal control
          over  financial  reporting  that occurred  during the  company's  most
          recent fiscal quarter that has materially  affected,  or is reasonably
          likely to  materially  affect,  the  company's  internal  control over
          financial reporting.

5.   The company's other certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     company's  auditors  and the  audit  committee  of the  company's  board of
     directors (or persons performing the equivalent functions):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably likely to adversely affect the company's ability to record,
          process, summarize and report financial information; and
     b.   Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  company's  internal
          control over financial reporting.


Dated August 29, 2008                  By: /s/ Richard Kozuback
                                           -------------------------------------
                                           Richard Kozuback
                                           President and Chief Executive Officer

                                                                    Exhibit 31.2

                        GLOBAL ENTERTAINMENT CORPORATION
           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Yeager, certify that:

1.   I have  reviewed  this Annual  Report on Form 10-K of Global  Entertainment
     Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  report,  fairly  presents  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the company as of, and for, the periods presented in this report;

4.   The  company's  other  certifying   officer  and  I,  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the company and have:

     a.   Designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision  to  ensure  that  material  information  relating  to the
          company,  including its consolidated  subsidiaries is made known to us
          by others  within those  entities,  particularly  during the period in
          which this report was being prepared;
     b.   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  on financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     c.   Evaluated the effectiveness of the company's  disclosure  controls and
          procedures  and  presented  in this report our  conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     d.   Disclosed in this report any change in the company's  internal control
          over  financial  reporting  that occurred  during the  company's  most
          recent fiscal quarter that has materially  affected,  or is reasonably
          likely to  materially  affect,  the  company's  internal  control over
          financial reporting.

5.   The company's other certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     company's  auditors  and the  audit  committee  of the  company's  board of
     directors (or persons performing the equivalent functions):

     a.   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably likely to adversely affect the company's ability to record,
          process, summarize and report financial information; and
     b.   Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  company's  internal
          control over financial reporting.


Dated August 29, 2008                    By: /s/ James Yeager
                                            ------------------------------------
                                            James Yeager
                                            Chief Financial Officer

                                                                      Exhibit 32

                        GLOBAL ENTERTAINMENT CORPORATION
           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Annual  Report on Form  10-K of  Global  Entertainment
Corporation  for the  fiscal  year  ending  May 31,  2008,  as  filed  with  the
Securities and Exchange  Commission on the date hereof (the Annual Report),  the
undersigned  Chief Executive  Officer and Chief Financial Officer of the company
each hereby certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1.   The report fully complies with the  requirements  of Section 13 (a) or
          15 (d) of the Securities Exchange Act of 1934; and

     2.   The  information  contained  in the  report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the company.

A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
required by Section 906 has been provided to the company and will be retained by
the company and furnished to the Securities and Exchange Commission or its staff
upon request.

Dated August 29, 2008


/s/ Richard Kozuback
---------------------------------
Richard Kozuback
Chief Executive Officer


/s/ James Yeager
---------------------------------
James Yeager
Chief Financial Officer