The St. Louis Rams reportedly have offered holdout running back Marshall Faulk a seven-year contract worth $45 million.

The St. Louis Post-Dispatch cited two sources familiar with negotiations in its report. Faulk was acquired from the Indianapolis Colts in April.

The Rams are said to have offered $19 million over the first four years, with a $7 million signing bonus. Faulk could earn $26 million over the final three years.

The problem, as Faulk's agent sees it, is making sure the running back collects on those last three years.

"The way we're trying to structure the deal, the final three years will void, and the Rams will have an option to buy the final three years back," agent Rocky Arceneaux said.

After four years, the Rams have the option to "buy back" the final three years by paying Faulk about $5 million. Faulk then would become a free agent.

But Arceneaux does not want to agree to a seven-year deal unless the Rams guarantee that they won't slap a franchise or transition player tag on Faulk after four years.

Faulk was the NFL's leading all-around back last season, rushing for 1,319 yards and catching 86 passes.

BEARS: Six months after announcing he has a serious liver disease and needs a transplant, Walter Payton is still waiting, occupying his days with his two greatest loves: his family and football. His son, Jarrett, leaves for the University of Miami next week. And yesterday, Payton became a part-owner of an Arena Football League team when Chicago was awarded an expansion squad for the 2001 season.

"I am feeling as good as can be expected for someone who needs a transplant," he said. "I have good days and bad days. I am in good spirits regardless -- following doctors' orders and getting lots of rest, which is a challenge in and of itself when you are accustomed to the pace I am used to keeping."

The NFL's career rushing leader announced in February he has primary sclerosing cholangitis, a rare liver disease that can only be treated with a transplant. He was placed on the transplant list a few weeks later.

49ERS: Backup quarterback Jim Druckenmiller, acquitted of a rape charge last week, faces new legal difficulties. Two men who accused Druckenmiller of participating in an assault outside a Blacksburg, Va., bar in 1996 claim the former Virginia Tech star and three others ignored a lawsuit in which they are seeking damages for their injuries. A hearing is set Aug. 5 on the plaintiffs' motion filed in Montgomery County Circuit Court.

COWBOYS: In need of help on the defensive line, Dallas agreed to a contract with troubled veteran Alonzo Spellman, according to his agent, Leigh Steinberg. The team did not immediately confirm a deal had been struck. Steinberg said Spellman, who has been out of football since the Bears released him in June 1998 after several bizarre episodes, accepted a one-year contract for the veteran minimum of $400,000.

PANTHERS: Rookie defensive end Robert Daniel will miss the season after an examination revealed a fractured disk in his neck, the team said. Surgery to fuse the two vertebrae between the disk will be performed next week after swelling goes down, the Panthers said.

BENGALS: Wide receiver Carl Pickens is going through with his threat to retire rather than play another down for Cincinnati. As the Bengals prepared to open training camp in Georgetown, Ky., the all-time leading receiver in franchise history was back in Atlanta, working out and hoping for a trade.