SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this Agreement) is dated as of December 22, 2006, by and among International Fight League, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

RECITALS

A.            The Company and each Purchaser are executing and delivering this agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the Securities Act), and Rule 506 of Regulation D (Regulation D) as promulgated by the United States Securities and Exchange Commission under the Securities Act.

B.            Each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, that aggregate number of shares of common stock, $0.01 par value per share (the Common Stock), of the Company, set forth below such Purchasers name on the signature page of this Agreement, at the price of $1.25 per share (which aggregate amount for all Purchasers together shall be 19,376,000 shares of Common Stock and shall be collectively referred to herein as the Shares).

C.            The Company has engaged [_______________] as its placement agent (the Placement Agent) for the offering of the Shares on a best efforts basis.

D.            Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit A (the Registration Rights Agreement), pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under the Securities Act and applicable state securities laws.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1           Definitions.  In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

Action means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or, to the Companys Knowledge, threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

Affiliate means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 144.  With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

Closing means the closing of the purchase and sale of the Shares pursuant to this Agreement.

Closing Date means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all of the conditions set forth in Sections 2.1 and 2.2 hereof are satisfied, or such other date as the parties may agree.

Commission means the United States Securities and Exchange Commission.

Common Stock has the meaning set forth in the Recitals, and also includes any securities into which the Common Stock may hereafter be reclassified or changed into.

Common Stock Equivalents means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock.

Company Counsel means Lowenstein Sandler PC.

Company Deliverables has the meaning set forth in Section 2.2(a).

Control (including the terms controlling, controlled by or under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Disclosure Materials has the meaning set forth in Section 3.1(h).

Effective Date means the date on which the initial Registration Statement required by Section 2(a) of the Registration Rights Agreement is first declared effective by the Commission.

Effectiveness Deadline means the date on which the initial Registration Statement is required to be declared effective by the Commission under the terms of the Registration Rights Agreement.

Environmental Laws has the meaning set forth in Section 3.1(l).

Evaluation Date has the meaning set forth in Section 3.1(v).

Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

GAAP means U.S. generally accepted accounting principles, as applied by the Company.

Indemnified Party has the meaning set forth in Section 4.4.

Intellectual Property has the meaning set forth in Section 3.1(r).

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Knowledge means with respect to any statement made to the knowledge of a party, that the statement is based upon the actual knowledge, after due inquiry, of the officers of such party having responsibility for the matter or matters that are the subject of the statement.

Lien means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.

Losses has the meaning set forth in Section 4.4.

Material Adverse Effect means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, business or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) any material adverse impairment to the Companys ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

Material Contract means any contract of the Company that was filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

Material Permits has the meaning set forth in Section 3.1(p).

Memorandum means the Confidential Information Memorandum of the Company dated as of November 2006.

New York Courts means the state and federal courts sitting in the City of New York, Borough of Manhattan.

Outside Date means January 31, 2007.

Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

Principal Trading Market means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Closing Date means the Over the Counter Bulletin Board (OTC.BB).

Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

Purchaser Deliverables has the meaning set forth in Section 2.2(b).

Purchaser Party has the meaning set forth in Section 4.4.

Registration Rights Agreement has the meaning set forth in the Recitals.

Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).

Required Approvals has the meaning set forth in Section 3.1(e).

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Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

SEC Reports has the meaning set forth in Section 3.1(h).

Secretarys Certificate has the meaning set forth in Section 2.2(a)(vii).

Securities Act means the Securities Act of 1933, as amended.

Short Sales include, without limitation, all short sales as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, put equivalent positions (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

Strategic Investor means an investor who the Board determines in good faith can provide synergistic, marketing, sponsorship, operational or other business benefits to the Company.

Subscription Amount means with respect to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as indicated on such Purchasers signature page to this Agreement next to the heading Aggregate Purchase Price (Subscription Amount).

Subsidiary means any significant subsidiary as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission under the Exchange Act and any other entity required to be disclosed in the SEC Reports pursuant to Item 601(b)(21) of Regulation S-K.

Trading Affiliate has the meaning set forth in Section 3.2(h).

Trading Day means (i) a day on which the Common Stock is listed or quoted and traded on its primary Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

Trading Market means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

Transaction Documents means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions and any other documents or agreements executed in connection with the transactions contemplated hereunder.

Transfer Agent means American Stock Transfer, or any successor transfer agent for the Company.

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