FIRST
      AMENDMENT

    TO
      THE REGISTRATION RIGHTS AGREEMENT

     

    


    THIS
      FIRST AMENDMENT (the “Amendment”)
      TO THE
      REGISTRATION RIGHTS AGREEMENT dated as of September 29, 2006 (the “Agreement”)
      is
      entered into as of December 20, 2006, by and among Hunter World Markets, Inc.
      (“Hunter”),
      Pro
      Elite, Inc., a New Jersey corporation (“Company”),
      and
      Absolute Return Europe Fund, Absolute East West Fund, Absolute Octane Fund,
      Absolute Large Cap Fund, Absolute Activist Value Fund and European Catalyst
      Fund
      (collectively, the “Purchasers”).
      

     

    The
      Company and the Purchasers hereby agree to amend the Agreement as follows
      (capitalized terms not defined herein shall have the meanings ascribed to them
      in the Agreement):

     

    1.  Definitions.
      

     

    (a)  “Filing
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      January 12, 2007. 

     

    (b)  “Registrable
      Securities”
means,
      as to this Agreement only, all of the Shares of the Company’s Common Stock owned
      by the Purchasers.

     

    2.  Unregistered
      Securities.
      With
      respect to the shares of the Company’s Common Stock owned by Hunter and/or its
      affiliates, and all of the shares of the Common Stock issuable upon exercise
      of
      the Warrants, the Bridge Warrants and the Placement Agent Warrants held together
      with any shares of Common Stock issued or issuable upon any stock split,
      dividend or other distribution, recapitalization or similar event with respect
      to the foregoing, the Company shall file a registration statement on the later
      of: (i) the tenth (10th)
      business day following the date which is six (6) months from the Filing Date
      or
      (ii) such later date as Hunter directs by written notice to the Company to
      effect the filing of such registration statement. 

     

    3.  Effect
      of Agreement.
      Except
      as amended herein, the Agreement shall remain in full force and
      effect.

     

    This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. 

    


     

    [Signature
      page to follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have accepted and agreed to this Amendment of
      the
      Agreement, and have executed this Amendment as of the day and year first above
      written.

     

    
      	
              Pro
                Elite, Inc.

               

              By:
                /s/ Douglas De
                Luca                                             

              Name:
                Douglas De
                Luca                                              
                

              Its:
                CEO                                                                          
                

            	
              Hunter
                World Markets, Inc.

               

              By:
                /s/ Todd
                Ficeto                                                     
                

              Name:
                Todd
                Ficeto                                                    
                  

              Its:
                President                                                                 
                

            
	 	 
	
              Absolute
                Return Europe Fund

               

              By:
                /s/ Florian
                Homm                                                   

              Name:
                Florian
                Homm                                                   
                

              Its:
                CIO                                                                          
                

               

            	
              Absolute
                Octane Fund

               

              By:
                /s/ Florian
                Homm                                                   

              Name: Florian
                Homm                                                 
                  

              Its:
                CIO                                                                           
                

               

            
	 	 
	
              Absolute
                East West Fund

               

              By:
                /s/ Florian
                Homm                                                   

              Name:
                Florian
                Homm                                                    

              Its:
                CIO                                                                           

               

            	
              Absolute
                Large Cap Fund

               

              By:
                /s/ Florian
                Homm                                                   

              Name:
                Florian
                Homm                                                    

              Its:
                CIO                                                                           

               

            
	 	 
	
              Absolute
                Activist Value Fund 

               

              By:
                /s/ Florian
                Homm                                                   

              Name:
                Florian
                Homm                                                    

              Its:
                CIO                                                                           

               

            	
              European
                Catalyst Fund 

               

              By:
                /s/ Florian
                Homm                                                   

              Name:
                Florian
                Homm                                                    

              Its:
                CIO                                                                           

               

            


    

    


    
      
        
        

      

      
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