ARTICLE I DEFINITIONAL PROVISIONS AND INTERPRETATION

Section 1.1	Definitional Provisions; Interpretation.

ARTICLE II CONTRIBUTION AND EXCHANGE OF LLC INTERESTS AND EPE SHARES

Section 2.1	Contribution and Exchange of LLC Interests and EPE Shares
Section 2.2	Consideration
Section 2.3	Escrow; Payment of Cash Consideration
Section 2.4	Transfer of LLC Interests and EPE Shares
Section 2.5	Payment of the Stock Consideration
Section 2.6	Pay-Off of Outstanding Indebtedness

ARTICLE III CLOSING AND DELIVERIES

Section 3.1	Closing
Section 3.2	Deliveries by Seller
Section 3.3	Deliveries by Purchasers
Section 3.4	Timing and Order of the Closing

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER

Section 4.1	Organization
Section 4.2	Authority and Authorization; Advice.
Section 4.3	Title to Transferred Subsidiaries.
Section 4.4	Consents and Approvals
Section 4.5	Noncontravention
Section 4.6	Sufficiency of Assets
Section 4.7	Financial Statements; No Contingent Liabilities
Section 4.8	Litigation and Claims
Section 4.9	Taxes.
Section 4.10	Employee Benefits.
Section 4.11	Labor Matters.
Section 4.12	No Default; Compliance with Laws
Section 4.13	Environmental Matters
Section 4.14	Contracts.
Section 4.15	Title to Tangible Personal Property
Section 4.16	Title to Owned and Leased Real Properties; Absence of Encumbrances.
Section 4.17	Absence of Material Adverse Effect; Ordinary Course of Operations and Capital Expenditures
Section 4.18	Insurance

Section 4.19	Permits.
Section 4.20	Intellectual Property.
Section 4.21	Indebtedness
Section 4.22	Finders" Fees
Section 4.23	Investment Representations

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASING LLC AND PUBLICO

Section 5.1	Organization and Qualification
Section 5.2	Corporate Authorization
Section 5.3	Capitalization; Purchasing LLC"s Shareholding in Publico After the Concurrent Contribution
Section 5.4	Consents and Approvals
Section 5.5	Noncontravention
Section 5.6	Financial Statements; No Contingent Liabilities
Section 5.7	Finders" Fees
Section 5.8	Litigation.
Section 5.9	SEC Reports and Financial Statements
Section 5.10	Supplied Information
Section 5.11	Business of Publico
Section 5.12	Absence of Material Adverse Effect
Section 5.13	Compliance
Section 5.14	Trading in Stock
Section 5.15	Investment Representations
Section 5.16	Availability of Funds.
Section 5.17	Representations and Warranties of Publico Acquisition Agreement
Section 5.18	Solvency
Section 5.19	Taxes

ARTICLE VI COVENANTS

Section 6.1	Pre-Closing Covenants of Seller
Section 6.2	Certain Other Agreements.
Section 6.3	Other Post-Closing Covenants.
Section 6.4	Tangible Personal Property
Section 6.5	Tax Matters.
Section 6.6	No Solicitation or Other Transaction
Section 6.7	No Breaches
Section 6.8	Audited Financial Statements
Section 6.9	Confidentiality

Section 6.10	Termination of Related Party Arrangements; Liquidation of Certain Seller Entities
Section 6.11	Board Seat for Beneficiary
Section 6.12	[Intentionally omitted]
Section 6.13	Discharge of Indebtedness
Section 6.14	Ancillary Agreements
Section 6.15	Sarbanes-Oxley Advisors
Section 6.16	Prohibited Activities
Section 6.17	Simultaneous Closing

ARTICLE VII CONDITIONS TO CLOSING

Section 7.1	Conditions to the Obligations of Purchasers and Seller
Section 7.2	Conditions to the Obligations of Purchasers
Section 7.3	Conditions to the Obligations of Seller

ARTICLE VIII SURVIVAL; INDEMNIFICATION

Section 8.1	Survival
Section 8.2	Indemnification by Purchasing LLC and Publico
Section 8.3	Indemnification by Seller.
Section 8.4	Third-Party Claim Indemnification Procedures
Section 8.5	Computation of Losses Subject to Indemnification.
Section 8.6	Threshold for Recovery; Aggregate Limit on Indemnity.
Section 8.7	Limitation on Remedies.
Section 8.8	Escrow Procedures; Parties" Delivery of Certificates
Section 8.9	Remediation

ARTICLE IX TERMINATION

Section 9.1	Termination
Section 9.2	Effect of Termination

ARTICLE X MISCELLANEOUS

Section 10.1	Notices
Section 10.2	Amendment
Section 10.3	Assignment.
Section 10.4	Entire Agreement
Section 10.5	Disclosure Schedules; Exhibits
Section 10.6	Parties in Interest; No Third-Party Beneficiaries
Section 10.7	Public Disclosure
Section 10.8	Requests for and Return of Information
Section 10.9	Expenses

iii

Section 10.10	Amounts Paid and Calculated in U.S. Dollars; Receivables and Payable Currency
Section 10.11	No Other Representations or Warranties; Authorized Representatives; Bulk Sales; No Obligation to Register Preferred Stock; Legend
Section 10.12	GOVERNING LAW
Section 10.13	Waivers
Section 10.14	Counterparts
Section 10.15	Headings
Section 10.16	Severability
Section 10.17	Purchasers" Corporate Opportunities; Trustees not Personally Liable

ARTICLE XI DEFINITIONS AND TERMS

Section 11.1	Specific Definitions
Section 11.2	Other Terms

EXHIBITS

Exhibit A	Purchase and Sale Agreement
Exhibit B	Operating Agreement
Exhibit C	Closing Escrow Agreement
Exhibit D	Instrument of Assignment
Exhibit E	Bill of Sale and Instrument of Assumption
Exhibit F-1	Form of Legal Opinion of Proskauer Rose LLP
Exhibit F-2	Form of Legal Opinion of Glankler Brown PLLC
Exhibit F-3	Form of Legal Opinion of Greenberg Traurig
Exhibit G	Letter Agreement with Beneficiary
Exhibit H	Form of Employment Agreement
Exhibit I	Form of Beneficiary Employment Agreement
Exhibit J	Unaudited Financial Statements
Exhibit K	Publico Financial Statements
Exhibit L	Tax Sharing Agreement
Exhibit M	[Intentionally Omitted]
Exhibit N	Prohibited Activities
Exhibit O	Publico Preferred Stock Term Sheet
Exhibit P	Consulting and Non-Competition Agreement
Exhibit Q	Knowledge of Seller
Exhibit R	Mansion Agreement
Exhibit S	EPE Series A and Series B Preferred Stock Term Sheet
Exhibit T	Other Preferred Stock Term Sheet

SCHEDULES

Schedule A	Excluded Assets and Excluded Liabilities
Schedule 3.2(h)	Title Endorsements
Schedule 3.3(b)	Employment Agreements
Schedule 4.1	Beneficiaries under the Trust Agreement
Schedule 4.3(a)	Subsidiaries of Seller
Schedule 4.3(b)	Transferred Subsidiaries
Schedule 4.4	Consents and Approvals Required for Seller
Schedule 4.5	Seller Non-Contravention
Schedule 4.8	Litigation and Claims
Schedule 4.9(a)	Taxes � EPE Shares
Schedule 4.9(b)	Taxes � Contributed Assets
Schedule 4.10(a)	Employee Benefit Plans
Schedule 4.10(c)	Employee Benefits
Schedule 4.11(a)	Labor Matters
Schedule 4.11(b)	List of Employees
Schedule 4.12	No Default and Compliance with Laws
Schedule 4.13	Environmental Matters
Schedule 4.14(a)	Material Contracts
Schedule 4.14(b)	Breaches of Material Contracts
Schedule 4.14(c)	Guarantees
Schedule 4.14(d)	Material Contracts Requiring Consent
Schedule 4.15	Title to Tangible Personal Property
Schedule 4.16(a)	All Owned Real Property and All Leased Real Property used by Seller or the Transferred Subsidiaries to Conduct the Business
Schedule 4.16(b)	Exceptions to Title to Owned and Leased Real Properties
Schedule 4.16(d)	Defaults and Related Matters
Schedule 4.17	Material Adverse Effects
Schedule 4.18	Insurance
Schedule 4.19	Permits
Schedule 4.20(a)	Intellectual Property Rights
Schedule 4.20(c)(i)	Pending Lawsuits, Actions and/or Formal Claims Relating to Intellectual Property Rights
Schedule 4.20(c)(ii)	List of Recipients of Cease and Desist Letters Regarding Intellectual Property Rights
Schedule 4.20(c)(iii)	Persons Infringing Intellectual Property Rights
Schedule 4.20(d)	Pending Claims, Demands and Suits Asserting that Intellectual Property Rights Infringe Upon Third Party Rights
Schedule 4.20(e)(i)	Musical Compositions

Schedule 4.20(e)(ii)(a)	Schedule of "Suspense Account" Monies (Those Royalty Monies Due to But Not Paid to Songwriters and/or Other Participants)
Schedule 4.20(e)(ii)(b)	Schedule of "Suspense Account" Monies (Those Monies Received by or on Behalf of Seller in Regard to Musical Compositions Neither Owned or Controlled by Seller)
Schedule 4.20(e)(iv)(A)	Songwriters and Other Royalty Participants
Schedule 4.20(e)(iv)(B)	List of Agreements with Include "Controlled Compositions" Clauses and/or Other Compensation Clauses Below Industry Norms
Schedule 4.20(e)(v)	List of Extant Exclusive Agreements
Schedule 4.20(e)(vii)	Schedule of Advances
Schedule 4.20(f)(i)	Audio/Visual Masters and Corresponding Agreements
Schedule 4.20(f)(iii)	Audio/Visual Material Outstanding Advances
Schedule 4.20(g)(i)	Audio Masters and Corresponding Agreements
Schedule 4.20(g)(iii)	Audio Master Material Outstanding Advances
Schedule 4.20(h)(i)	Written Works
Schedule 4.20(h)(iii)	Written Works
Schedule 4.20(i)	Trademarks
Schedule 4.20(j)	Identity Rights
Schedule 4.20(k)	Photographs
Schedule 4.20(l)	Owned or Validly Licensed Software
Schedule 4.20(m)(i)	Material Intellectual Property Contracts
Schedule 4.21	Outstanding Indebtedness of the Business
Schedule 5.1	Members of Purchasing LLC
Schedule 5.3(c)	Capital Stock or Other Equity Interests of any Person held by Publico
Schedule 5.4	Consents and Approvals Required for Purchasers
Schedule 5.5	Purchasers Non-Contravention
Schedule 5.9	SEC Reports and Financial Statements Not Filed Timely or Related Matters
Schedule 5.12	Business of Publico
Schedule 5.14	Trading in Stock
Schedule 5.19	Taxes � Publico
Schedule 6.1(e)	Permitted Dividends and Distributions
Schedule 6.1(j)	Permitted Indebtedness
Schedule 6.9(b)	Certain Confidential Information
Schedule 6.10(a)	Related Party Agreements which Shall be Terminated
Schedule 6.10(b)	Liquidation of Certain Seller Entities
Schedule 6.13	Meadow Oaks Debt Fee
Schedule 7.2(i)	Exceptions to Audited Financial Statements Condition
Schedule 7.2(j)	Liabilities
Schedule 10.17(a)	Controlling Person"s Activities

vii

CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of December 15, 2004 among The Promenade Trust, a grantor trust created under the laws of Tennessee ("Seller"), Sports Entertainment Enterprises, Inc., a Colorado corporation ("Publico") and RFX Acquisition LLC, a Delaware limited liability company ("Purchasing LLC," and together with Publico, "Purchasers"), (each a "Party," and collectively, the "Parties").

W I T N E S S E T H:

WHEREAS, Purchasing LLC has identified Publico, as an appropriate vehicle for the transactions contemplated by this Agreement and the operation of the Business after the Closing hereunder, and has entered into an acquisition agreement with Publico of even date herewith pursuant to which (i) Purchasing LLC will acquire control of Publico at the closing simultaneously with the Closing hereunder, and (ii) Purchasing LLC will make certain cash contributions to Publico (the closing of such contribution and acquisition transaction, the "Concurrent Contribution");

WHEREAS, Seller desires to contribute and Publico desires to accept and receive, an interest in the assets, properties and