Tournament Class Membership Purchase Agreement

Exhibit 10.1 Tournament Class Membership Purchase Agreement This Agreement (the " Agreement" ) is entered into on the 7th day of February, 2006, between WTA Tour, Inc. d/b/a Sony Ericsson WTA Tour (" WTA" ), a New York not-for-profit corporation, located at One Progress Plaza, Suite 1500, St. Petersburg, Florida 33701 and Advantennis Corp., Welsh & McKean Roads, Spring House, PA 19477 (" Advanta" ).WHEREAS, WTA is the governing body of the worldwide circuit of women' s professional tennis currently known as the Sony Ericsson WTA Tour (the " Tour" );WHEREAS, Advanta owns a Tournament Class Membership (" Membership" ) in the WTA which has enabled Advanta to stage a Tier II tournament on the Tour, which was historically staged in or near Philadelphia, Pennsylvania, USA from year to year (the " Philadelphia Event" );WHEREAS, WTA and Advanta have reached an agreement for the WTA to acquire Advanta' s Membership in accordance with the terms set forth below.THEREFORE, in consideration of the mutual promises set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Capitalized Terms. Any capitalized terms shall have the meaning as defined herein. In the case of a capitalized term which is not defined herein, such term shall have the meaning ascribed to such term in the 2006 WTA Tour Rulebook. 2. Acquisition . The purchase of the Membership and the withdrawal of Advanta as a Member of the WTA, shall be fully and finally effective upon execution of this Agreement, at which point WTA shall acquire full title and interest to the Membership and Advanta and any other parties involved in the Philadelphia Event shall have no further rights whatsoever as a Member of the WTA. As further described below, the WTA is only purchasing the Membership and shall not be assuming any liabilities of Advanta or associated with Advanta' s operation of the Philadelphia Event, all of which shall remain the responsibility of Advanta. WTA' s purchase of the Membership does not include any right to the intellectual property of Advanta or its parent or affiliates, including but not limited to any right to the use of the Advanta name or logo. In addition, Advanta shall immediately cease use of the intellectual property of the WTA and its affiliates, including, but not limited to the WTA name and logo. 3. Purchase Price and Payment Terms . WTA shall pay to Advanta USD $3,000,000 (the " Purchase Price" ) as full payment for all rights and title to the Membership. The parties expressly acknowledge and agree that on or about January 27, 2006, WTA paid the first installment of USD $1,000,000 to Advanta representing 33 1/3% of the total Purchase Price of the Membership. The second payment in the amount of $1,000,000 from WTA to Advanta shall be due on January 27, 2007, and the third and final payment in the amount of $1,000,000, representing the balance of the Purchase Price to Advanta shall be due on January 27, 2008.


All references to dollars in this Agreement shall be to United States dollars and all payments to be made by WTA under this Agreement shall be paid in United States dollars. 4. Retained Liabilities . WTA shall not assume any of the debts, obligations, or liabilities of Advanta whether or not related to the Philadelphia Event operated by Advanta. Such liabilities shall be retained by Advanta and shall include all liabilities of Advanta related to the operation of the Philadelphia Event by Advanta, whether such liabilities are incurred or arise prior to or after the date of this Agreement, including, but not limited to, lease payments, rental fees, employee terminations, severance, unemployment insurance premiums, withholding obligations, taxes, and any and all liabilities arising out of or in any way connected with pending or threatened litigation, resulting from or in any way connected with the operation of Advanta' s business or Advanta' s operation of the Philadelphia Event. Advanta shall not assume any of the debts, obligations or liabilities of the WTA. 5. Waiver of Transfer Fee and No Release Terms . The WTA hereby agrees to waive the Transfer Fee on this transaction, which would be 15% of the sale consideration (i.e., $450,000) based on Advanta' s current ownership tenure of three years. In addition, Advanta is hereby released from any obligations that would otherwise be in effect as to it, as a WTA Tournament Class Member or with respect to any Tour sponsorship or similar agreement, for the 2006 season. Without limiting the generality of the foregoing, the No Release Rule will not apply to Advanta for the 2006 season. The parties agree that this Agreement and the transfer provided for herein, are in full compliance with all applicable WTA rules and procedures. 6. Subsequent Sale or Lease by WTA . If at anytime on or before December 31, 2006, the WTA enters into an agreement to sell the Membe ...