October 26, 1998

Mr. Jack Frasco
1668 Telegraph Road
Suite 200
Bloomfield Hills, MI 48302

Dear Jack,

     This letter serves to confirm in writing the Agreement entered into between
The Orlando Predators Entertainment, Inc. ("Predators") and yourself pursuant to
which you have  agreed to act as the  Company's  Executive  Vice  President  for
business development. In such capacity, we anticipate that you may (i) represent
the  Predators  at  the  Arena  Football  League   ("League")  level  including,
reviewing,  on behalf of the Company,  League proposals and,  ultimately,  using
your judgment to vote the Predators  interst on League  matters for which a vote
is required  (ii) advise the Company's  Chairman and its senior  management on a
host of other League related matters,  including such economic considerations as
sponsorship sales, ticket sales, media contracts and the like.

     We assume that these and relatd  matters will require a significant  amount
of your time at your  discretion.  In that  regard,  we  invite  you to join the
Predator's  1997 Employee  Stock Option Plan pursuant to which we have agreed to
grant you options to purchase 250,000 shares of Common Stock at $2.50 per share.
150,000 of such options  will vest after one year of service to the Company,  an
additional  50,000  will vest after two years of service to the  Company and the
remaining  50,000  will vest after three  years of service to the  Company.  Any
options not vested at the time you  terminate  your  service to the Company will
not be exercisable.  The Company will,  however,  register the shares underlying
your options so that they will be freely tradable upon exercise.

     We have  also  agreed  to sell to you an  aggregate  of  50,000  shares  of
Predators' Preferred Stock at $2.00 per share until November 6, 1998. Each share
of Preferred Stock is directly  convertible into one share of Predators'  Common
Stock, which share of Common Stock will not be transferable to a third party nor
carry voting rights for a period of one year from the date of issuance.

     Finally,  we have invited you to join the Predators' Board of Directors and
you have  indicatd your  willingness  to serve on the Board.  We, in turn,  have
agreed to provide you with  Director and Officer  liability  insurance  covering
your acivities as a director.

     If the above and foregoing  correctly recite our  understanding,  kindly so
indicate on the line provided below.

                                            Very truly yours,

                                            THE ORLANDO PREDATORS
                                            ENTERTAINMENT, INC.

                                            By:/s/  William G. Meris
                                               ---------------------------------
                                               William G. Meris, Chairman

    Tthe above and foregoing  correctly recite our understanding and is accepted
this ...... day of October, 1998.

                                               /s/  Jack Frasco
                                               ---------------------------------
                                               Jack Frasco