JOINT OPERATING AGREEMENT

This Joint Operating Agreement is dated as of this19^th day of July, 2001, between CENTRAL HOCKEY LEAGUE, INC., an Oklahoma Corporation, hereinafter called "CHL" and WESTERN PROFESSIONAL HOCKEY LEAGUE, INC., a Texas Corporation, hereinafter called "WPHL." The WPHL and CHL are jointly referred to as the "Leagues."

WHEREAS, WPHL is the operator of the Western Professional Hockey League, a minor professional hockey league with thirteen (13) teams currently operating in the States of Texas, Louisiana, New Mexico and Mississippi; and

WHEREAS, the CHL is the operator of the Central Hockey League, a minor professional hockey league with ten (10) teams currently operating in the States of Texas, Oklahoma, Tennessee, Georgia, Kansas, Indiana, and North Carolina; and

WHEREAS, WPHL and CHL desire to jointly conduct the operations of WPHL and CHL under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein, CHL and WPHL, intending to be legally bound, agree as follows:

1. Summary of Agreement

From the date of this Agreement through the completion of ten (10) seasons of play, but in no event later than May 30, 2011, the WPHL and CHL shall conduct operations jointly under the terms and conditions set forth herein, or as may be subsequently agreed from time to time in writing. The Leagues shall operate under the trade name "Central Hockey League" and shall work together to develop a secondary mark called the "Central League." Teams from both Leagues shall compete in divisions according to geographic location and without regard to league affiliation. Following regular season and playoff competition, one championship of both Leagues shall be awarded under the name "Central Hockey League." The names and locations of all teams from the WPHL and CHL expected to participate under this Agreement (the "Teams") and the anticipated divisions in which they will compete in the 2001/2002 Season are set forth on Schedule A. Such Teams shall be finalized no later than June 15, 2001. Upon the execution of this Agreement, the CHL and WPHL shall obtain the written consent of their respective teams to the terms hereof. This Agreement does not purport to set forth each and every term or condition of the joint operation of the Leagues. Rather, CHL and WPHL agree to cooperate and negotiate in good faith concerning the implementation of this Agreement, and the Leagues agree to execute such other and further documents as may be necessary to memorialize and effectuate the intent of this Agreement. No party hereto shall be liable for the payment or performance of any debts, obligations, or liabilities of the other party whether now owing or hereafter incurred, unless expressly assumed in writing in this Agreement or otherwise.

Each party retains full control over the employment, direction, compensation and discharge of its employees, and will be solely responsible for all compensation of such employees, including social security, withholding and worker’s compensation responsibilities.

2. Joint Operations

1. Governance. The operations shall be governed by an oversight board (the "Board") consisting of three members: one designated by the CHL, one designated by the WPHL, and one designated jointly. The Board shall have authority over the joint operation of the Leagues; provided, however, the Board shall be prohibited from taking any action that could adversely impact the economic benefits derived from this Agreement by WPHL and CHL, and the Board is impressed with an express duty to protect and preserve such benefits. Notwithstanding any other terms or provision of this Agreement, the WPHL and CHL shall remain separate and distinct legal entities and shall maintain separate books and records subject to audit by the other.

2. Management. The WPHL and CHL shall manage the operations jointly, with offices in Indianapolis, Indiana and Phoenix, Arizona, or in such other locations as the Board may determine appropriate. During the first year of operation, the management positions and responsibilities shall be as set forth on Schedule B (the "Staff"). The Staff shall be reviewed on an "as needed" basis, but in no event later than annually, with changes made as appropriate and approved by the Board.

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