ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT dated as of November 30, 2006 is made and entered
      into
      by and between Real Sport, Inc., a California corporation (“Purchaser”), and Pro
      Elite, Inc. (“Parent”), a New Jersey corporation, on the one hand; and
      Lifelogger LLC, a Delaware limited liability company (the “Seller”), on the
      other hand.

     

    A. Pursuant
      to a Contribution Agreement dated as of October 3, 2006 (the “Contribution
      Agreement). Seller acquired all of the assets (the “Purchased Assets”) of
      Orientations Network Sdn Bhd, a Malaysian domiciled entity ("Lifelogger
      Malaysia”).

     

    B. Purchaser
      wishes to purchase from Seller, and Seller wishes to sell to Purchaser, the
      Purchased Assets.

     

    C. Purchaser
      is a wholly owned subsidiary of Parent.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      herein, the parties hereby agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    When
      used
      in this Agreement, the following terms shall have the respective meanings set
      forth below:

     

    “Affiliate”
      shall mean with respect to any Person (i) a Person directly or indirectly
      controlling, controlled by or under common control with such Person; or
      (ii) an officer, director, member or partner of such Person. For these
      purposes, control means the possession, direct or indirect, of the power to
      direct or cause the direction of the management and policies of a Person,
      whether its the ownership of voting securities, by contract or
      otherwise.

     

    “Agreement”
      shall mean this Asset Purchase Agreement, including all exhibits and schedules
      thereto, as the same may hereafter be amended, modified or supplemented from
      time to time.

     

    “Applicable
      Law” shall mean, with respect to any Person, any statute, law, regulation,
      order, injunction, judgment, decree or other requirement of any Authority
      applicable to such Person or any of its Affiliates or any of their respective
      properties, and assets.

     

    “Authority”
      shall mean any governmental, regulatory or administrative body, agency or
      authority, any court of judicial authority, any arbitrator or any public,
      private or industry regulatory authority.

     

    “Books
      and Records” of Seller shall mean copies of all books and records, ledgers,
      employee records, customer lists, files, correspondence, computer data bases,
      accounting information and other records of every kind, whether written,
      computerized or maintained in any other medium, which are owned by Seller or
      in
      which Seller has any interest, which in each case relates to the Purchased
      Assets.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Closing”
      shall mean the consummation of the transactions contemplated in this
      Agreement.

     

    “Closing
      Date” shall mean the date upon which the Closing occurs.

     

    “Effective
      Time” shall mean 12:01 a.m. Los Angeles time on the Closing
      Date.

     

    “Indemnified
      Party” shall have the meaning specified at Section 13.3.

     

    “Indemnifying
      Party” shall have the meaning specified at Section 13.3.

     

    “Intellectual
      Property” shall mean all intangible properties relating to the Purchased Assets
      and in which Seller has any interest (including the right to use by license
      or
      otherwise), and includes, without limitation, all of the following (to the
      extent related to the foregoing): (i) all trademarks, service marks, trade
      names, trade dress, domain names, logos, corporate names, slogans and commercial
      symbols, all applications therefor, and all associated goodwill; (ii) all
      copyrights, all applications therefor and all associated goodwill; (iii) 
all technical information, know-how, trade secrets, processes, operating,
      maintenance and other manuals, drawings and specifications, and related data,
      and all associated goodwill; (iv) all “software” and all documentation
      thereof, (including all electronic data processing systems and program
      specifications, functional specifications, source and object codes, algorithms,
      architecture, input data, report layouts and format, record file layouts,
      diagrams, narrative descriptions and flow charts) (collectively, “Software”);
      (v) all other inventions, discoveries, improvements, processes, formulae
      (secret or otherwise), data, drawings, specifications, trade secrets,
      confidential information, financial, marketing and business data, pricing and
      cost models and information, business and marketing plans, operating procedures,
      customer and supplier lists, vendor numbers, knowledge of customer preferences
      and buying practices and all other ideas (including those in the possession
      of
      third parties, but which are the property of Seller); (vi) all drawings,
      records, books or other tangible media embodying the foregoing; (vii) all
      rights to obtain and rights to register patents, trademarks and copyrights;
      and
      (viii) all rights to sue or recover and retain damages and costs and
      attorneys fees for present and past infringement of any of the
      foregoing.

     

    “Knowledge”
      shall mean, with respect to Seller, the actual knowledge of Seller.

     

    “Licenses
      and Permits” of Seller shall mean all licenses and permits issued to Seller or
      in which Seller has any interest (including the right to use).

     

    “Lien”
      shall mean any lien, pledge, mortgage, security interest, lease, charge,
      conditional sales contract, option, restriction, right of first refusal, or
      any
      other adverse claim or right whatsoever.

     

    “Losses”
      shall mean all damages, awards, judgments, assessments, fines, penalties,
      charges, costs, expenses, payments, diminutions in value and other losses,
      however suffered or characterized, all interest thereon, all costs and expenses
      of investigating any claim, lawsuit or arbitration and any appeal therefrom,
      all
      actual attorneys’ fees incurred in connection therewith, whether or not such
      claim, lawsuit or arbitration is ultimately defeated and, subject to
      Section 13.4, all amounts paid incident to any compromise or settlement of
      any such claim, lawsuit or arbitration.

     

    
      
         

      

      
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    “Order”
      shall mean any decree, order, judgment, writ, award, injunction, rule or consent
      of or by an Authority.

     

    “Person”
      shall mean any entity, corporation, company, association, joint venture, joint
      stock company, partnership, trust, organization, individual (including personal
      representatives, executors and heirs of a deceased individual), or government
      (including agencies, departments, bureaus, boards, divisions and
      instrumentalities thereof).

     

    “Purchased
      Assets” shall mean those assets listed on Schedule A.

     

    “Purchaser
      Documents” shall mean this Agreement and all other agreements, instruments and
      certificates to be executed and delivered by Purchaser in connection with this
      Agreement.

     

    “Purchase
      Price” shall have the meaning specified at Section 4.1.

     

    “Required
      Contractual Consents” shall mean those consents required to be obtained in order
      to consummate the transactions contemplated by this Agreement.

     

    “Required
      Governmental Approvals” shall mean those filings, notices or approvals required
      to be obtained in order to consummate the transactions contemplated by this
      Agreement.

     

    “Securities
      Act” shall mean the Securities Act of 1933, as amended.

     

    “Seller
      Disclosure Schedule” shall mean the schedule entitled “Seller Disclosure
      Schedule”, dated of even date herewith. Seller Disclosure Schedule shall be
      considered a part of this Agreement.

     

    “Seller
      Documents” shall mean this Agreement and all other agreements, instruments and
      certificates to be executed by Seller in connection with this
      Agreement.

     

    “Software”
      shall have the meaning specified in the definition of Intellectual
      Property.

     

    “Tangible
      Personal Property” of Seller shall mean all equipment, supplies, spare parts,
      and other tangible personal property relating to the Purchased
      Assets.

     

    “Tax”
      shall mean any tax, charge, fee, levy, deficiency or other assessment of
      whatever kind or nature, together with any interest, penalty, addition to tax
      or
      additional amount imposed by any Tax Authority. “Taxing” and Taxable” shall have
      the correlative meanings.

     

    “Tax
      Authority” shall mean any Authority having jurisdiction over the reporting and
      payment of any Taxes.

     

    “Third
      Party Claim” shall have the meaning specified at Section 13.4.

     

    
      
         

      

      
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    References
      in this Agreement to “Articles,” “Sections,” “Exhibits” and “Schedules,” shall
      be to the Articles, Sections, Exhibits and Schedules of this Agreement, unless
      otherwise specifically provided; any of the terms defined in this Agreement
      may,
      unless the context otherwise requires, be used in the singular or the plural
      and
      in any gender depending on the reference; the present tense shall include the
      past and future tense; the words “herein”, “hereof” and “hereunder” and words of
      similar import, when used in this Agreement, shall refer to this Agreement
      as a
      whole and not to any particular provision of this Agreement; and except as
      otherwise specified in this Agreement, all references in this Agreement
      (a) to any Person shall be deemed to include such Person’s permitted heirs,
      personal representatives, successors and assigns; and (b) to any agreement,
      any document or any other written instrument shall be a reference to such
      agreement, document or instrument together with all exhibits, schedules,
      attachments and appendices thereto, and in each case as amended, restated,
      supplemented or otherwise modified from time to time in accordance with the
      terms thereof; and (c) to any law, statute or regulation shall be deemed
      references to such law, statute or regulation as the same may be supplemented,
      amended, consolidated, superseded or modified from time to time.

     

    ARTICLE
      II

     

    SALE
      AND PURCHASE OF ASSETS

     

    2.1  Assets
      to be Transferred.
      Subject
      to the terms and conditions set forth in this Agreement and in reliance upon
      the
      representations and warranties of Seller and Purchaser herein set forth, at
      the
      Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser,
      by appropriate deeds, bills of sale, assignments and other instruments
      satisfactory to Purchaser, and Purchaser shall purchase from Seller, all of
      Seller’s right, title and interest, as of the Effective Time, in and to the
      Purchased Assets.

     

    2.2  Title
      to Purchased Assets.
      The
      Purchased Assets shall be conveyed free and clear of all liabilities,
      obligations and Liens (other than those set forth in the Seller Disclosure
      Schedules (if any)).

     

    ARTICLE
      III

     

    ASSUMPTION
      OF LIABILITIES

     

    Purchaser
      shall not assume or be liable for any liabilities or obligations of Seller,
      direct or indirect, fixed, contingent or otherwise, known or unknown, which
      exist at the Effective Time or which arise thereafter as a result of any act,
      omission or circumstance taking place prior to the Effective Time,
      including, without limitation, any of Seller’s liabilities or obligations
      relating to the past employment or termination of Seller’s employees or relating
      to any benefit plan.

     

    ARTICLE
      IV

     

    PURCHASE
      PRICE, PAYMENT AND RELATED MATTERS

     

    4.1  Purchase
      Price.
      The
      purchase price (the “Purchase Price”) for the Purchased Assets shall
      be
      4,000,000 shares of the common stock of Parent (the “Shares”), of which
      1,000,000 shares shall be held in escrow for a period of 60 (sixty) days from
      the date of this Agreement to enable the Purchaser to complete its due diligence
      and assure the transfer of the Purchased Assets. In the event that Purchaser’s
      due diligence reflects any potential breach of Seller’s representation and
      warranties, or there is a problem in the transfer of the Purchased Assets,
      the
      parties will negotiate in good faith an equitable adjustment of the shares
      held
      in escrow.

     

    
      
         

      

      
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    4.2  Status
      of Shares.
      Seller
      acknowledges that (a) the Shares have not been registered by Parent under
      the Securities Act or with any Authority and are being issued pursuant to an
      exemption from the registration requirements of the Securities Act pursuant
      to
      promulgated thereunder Section 4(2) and Regulation D and (b) the
      certificates evidencing the Shares will bear a restricted legend.

     

    4.3  Lock-Up
      Agreement.
      The
      Shares are subject to a Lock-Up Agreement by and among Seller, certain
      shareholders of Parent, and Parent, dated as of October 3, 2006.

     

    ARTICLE
      V

     

    CLOSING

     

    5.1  Time
      and Place.
      Subject
      to the provisions of Section 14.1 as to termination without default, the
      Closing shall take place at the offices of Purchaser, at 10:00 a.m. Los
      Angeles time on November 30, 2006 or at such other time and place as Purchaser
      and Seller mutually agree in writing.
      The
      Closing shall be effective (and possession and control of the Purchased Assets
      shall vest in Purchaser) as of the Effective Time.

     

    5.2  Transactions
      at the Closing.
      At the
      Closing, the following shall occur:

     

    (a)  Purchaser
      shall deliver the Closing Payment, the Shares to the Seller;

     

    (b)  Seller
      shall deliver to Purchaser assignments in registrable form of all trademarks,
      service marks, copyrights, domain names and registrations or applications for
      the same included within the Purchased Assets and a bill of sale and assignment
      of the Purchased Assets, and such other instruments of sale, transfer,
      conveyance, assignment and confirmation, and Seller shall take such further
      actions, as Purchaser may reasonably deem necessary or desirable in order to
      transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to,
      all of the Purchased Assets, to put Purchaser in actual possession and operating
      control thereof and to assist Purchaser in exercising all rights with respect
      thereto; and

     

    (c)  Seller
      shall deliver to Purchaser all of the Books and Records relating to the
      Purchased Assets. 

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES

    OF
      SELLER

     

    Seller
      hereby represents and warrants to Purchaser that:

     

    
      
         

      

      
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    6.1  Organization;
      Authority; Due Authorization.

     

    (a)  Organization
      and Good Standing.
      Seller
      is a limited liability company duly organized, validly existing and in good
      standing under the Applicable Laws of the State of Delaware.

     

    (b)  Authority
      to Execute and Perform Agreements.
      Seller
      has all power, authority and approvals required to enter into, execute and
      deliver this Agreement and all of the other Seller Documents and to perform
      fully Seller’s obligations hereunder and thereunder.

     

    (c)  Due
      Authorization; Enforceability.
      Seller
      has taken all actions necessary to authorize it to enter into and perform fully
      its obligations under this Agreement and all of the other Seller Documents
      to be
      executed by it and to consummate the transactions contemplated herein and
      therein. This Agreement has been duly and validly executed by Seller and
      (assuming due authorization, execution and delivery by Purchaser) constitutes
      the legal, valid and binding obligation of Seller, enforceable in accordance
      with its terms.

     

    6.2  No
      Violation.
      Neither
      the execution or delivery by Seller of this Agreement or any of Seller Documents
      nor the consummation of the transactions contemplated herein or therein will:
      (a) violate any provision of the bylaws or other charter documents of
      Seller; (b) result in the creation or imposition of any Lien upon any of
      the Purchased Assets; or (c) violate or require any consent or notice under
      any Applicable Law or Order to which Seller or any of its properties is
      subject.

     

    6.3  Regulatory
      and Other Approvals.
      To the
      knowledge of Seller, no consent, approval, authorization, notice, filing,
      exemption or other requirement must, pursuant to any Applicable Law or Order
      be
      obtained from any Authority or Person or which must otherwise be satisfied
      by
      Seller in order that (a) the execution or delivery by Seller of this
      Agreement or any of the other Seller Documents (b) the consummation of the
      transactions contemplated herein or therein or will not (i) violate in any
      material respect any Applicable Law, any applicable Order to which Seller is
      subject or any License or Permit of Seller; or (ii) result in the creation
      or imposition of any Lien upon any of the Purchased Assets.

     

    6.4  Title
      to Purchased Assets.
      Seller
      has good and marketable title to each of the Purchased Assets and the valid
      and
      enforceable right to receive and/or use each of the Purchased Assets free and
      clear of all Liens. The delivery to Purchaser of the instruments of transfer
      of
      ownership contemplated by this Agreement will at the Effective Time vest good
      and marketable title to, or the valid and enforceable right to receive and/or
      use, each such Purchased Asset in Purchaser, free and clear of all
      Liens.

     

    6.5  Litigation.
      There
      is
      no litigation pending or, to the knowledge of Seller, threatened relating to
      the
      Purchased Assets.

     

    6.6  Intellectual
      Property.
      As of
      the date hereof to the knowledge of Seller:

     

    (i)  all
      Intellectual Property within the Purchased Assets are valid and in full force
      and effect and are not subject to any Taxes;

     

    
      
         

      

      
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    (ii)  all
      of
      the Software of Seller performs in full compliance with all of the
      specifications therefore (including, without limitation, functional
      specifications) set forth in user manuals, promotional materials or license
      agreements;

     

    (iii)  accurate
      and complete copies of all source codes relating to all versions of each item
      of
      Software of Seller exist and have been made available to Purchaser;

     

    (iv)  there
      are
      no pending claims, actions, or other adversary proceedings, disputes or
      disagreements involving Seller concerning any item of its Intellectual Property,
      and, to the Knowledge of Seller, no such action, proceeding, dispute or
      disagreement is threatened.

     

    6.7  Tangible
      Personal Property.
      As of
      the date hereof:

     

    (a)  Seller
      has good and marketable title owned by it to each item of its Tangible Personal
      Property, free and clear of all Liens or other encumbrances; and

     

    (b)  each
      item
      of Tangible Personal Property is in good operating condition and repair, usable
      in the ordinary course of business, and the operation thereof as conducted
      during the twelve-month period prior to the date hereof, as presently conducted
      and as currently proposed to be conducted is not, in any material respect,
      in
      violation of any applicable law.

     

    6.8  Investment
      Representation.
      Seller
      is and will be acquiring the Shares for investment purposes only and not with
      a
      view to distribution.

     

    ARTICLE
      VII

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER
      AND
      PARENT

     

    Purchaser
      and Parent each represent and warrant to Seller as follows:

     

    7.1  Due
      Incorporation.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the Applicable Laws of California and Parent is a corporation duly
      organized, validly existing and in good standing under the Applicable Laws
      of
      New Jersey.

     

    7.2  Authority
      to Execute and Perform Agreements.
      Purchaser and Parent each respectively have all requisite power, authority
      and
      approval required to enter into, execute and deliver this Agreement and the
      other Purchaser Documents and to perform fully their respective obligations
      hereunder and thereunder.

     

    7.3  Due
      Authorization; Enforceability.
      Purchaser and Parent each have taken all actions necessary to authorize
      themselves to enter into and perform their obligations under this Agreement
      including the issuance of the Shares and all other Purchaser Documents and
      to
      consummate the transactions contemplated herein and therein. This Agreement
      has
      been duly and validly executed by Purchaser and Parent and (assuming the due
      authorization, execution and delivery by Seller) constitutes the legal, valid
      and binding obligations of Purchaser and Parent enforceable in accordance with
      its terms. 

     

    
      
         

      

      
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    7.4  Capitalization.
      The
      authorized capital stock of Parent consists of (i) 250,000,000 shares of common
      stock, par value $0.0001, of which 37,499,999 shares are outstanding as of
      the
      date of this Agreement and (ii) 20,000,000 shares of preferred stock, par value
      $0.001 per share, none of which are outstanding. The Shares have been duly
      authorized, validly issued, fully paid and nonassessable, and have not been
      issued in violation of any preemptive right of stockholders. 

     

    ARTICLE
      VIII

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES

    EFFECTIVE
      PRIOR TO CLOSING

     

    The
      parties hereto covenant and agree as follows:

     

    8.1  Business
      Examinations and Physical Investigations of Purchased Assets.
      Prior
      to the Effective Time, Purchaser shall be entitled, through its employees and
      representatives, to make such investigations and examinations of the Purchased
      Assets and the Books and Records of Seller as Purchaser may request for the
      purpose of familiarizing Purchaser with the Purchased Assets. Any such
      investigations and examinations shall be conducted at reasonable times and
      under
      reasonable circumstances. No investigation by Purchaser shall, however, diminish
      or obviate in any way, or affect Purchaser’s right to rely upon, any of the
      representations, warranties, covenants or agreements of Seller contained in
      this
      Agreement.

     

    8.2  Cooperation;
      Consents.
      Prior
      to the Closing Date, each party shall cooperate with the other to the end that
      the parties shall (i) in a timely manner make all necessary filings with,
      and conduct negotiations with, all Authorities and other Persons the consent
      or
      approval of which, or a license or permit from which, is required for the
      consummation of the transactions contemplated herein and (ii) provide to
      each other party such information as the other party may reasonably request
      in
      order to enable it to prepare such filings and to conduct such negotiations.
      The
      parties shall also use their respective best efforts to expedite the review
      process and to obtain all such necessary consents, approvals, licenses and
      permits as promptly as practicable. To the extent permitted by Applicable Law,
      the parties shall request that each Authority or other Person whose review,
      consent or approval is requested treat as confidential all information which
      is
      submitted to it. Seller and Purchaser shall bear their own costs and expenses
      incurred or fees paid to Authorities to obtain any governmental approvals and
      contractual consents. Each Party shall bear its own costs and expenses
      (including fees paid to authorities) incurred to obtain such consents,
      approvals, licenses or permits.

     

    8.3  No
      Solicitation or Negotiation.
      Unless
      and until this Agreement is terminated, Seller shall not, nor shall it cause,
      suffer or permit the directors, managers, officers, employees, representatives,
      agents, investment bankers, advisors, accountants or attorneys of Seller to,
      initiate or solicit, directly or indirectly, any inquiries or the making of
      any
      proposal that constitutes or could be reasonably expected to lead to an
      acquisition of the Purchased Assets from any Person, or engage in any
      discussions or negotiations relating thereto, or accept any such acquisition
      or
      otherwise facilitate, attempt to seek or continue any of the
      foregoing.

     

    
      
         

      

      
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    ARTICLE
      IX

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION

    OF
      EACH PARTY TO CLOSE

     

    The
      obligations Purchaser to consummate the transactions contemplated herein shall
      be subject to the fulfillment, at or prior to the Closing of all of the
      conditions set forth below in this ARTICLE IX.

     

    9.1  No
      Action or Proceeding.
      The
      consummation of the transactions contemplated herein shall not violate any
      Applicable Law. Further, no legal restraint preventing the consummation of
      the
      transactions contemplated herein, or imposing material damages in respect
      thereof, shall be in effect, nor shall there be any action or proceeding pending
      or threatened by any Person which seeks any of the foregoing.

     

    9.2  Governmental
      and Other Approvals.
      All
      Required Governmental Approvals and all Required Contractual Consents shall
      have
      been obtained without the imposition of any conditions that are or would be
      materially burdensome upon the Business. All Required Governmental Approvals
      and
      Required Contractual Consents shall be in effect and all conditions and
      requirements prescribed by any of the same to be satisfied on or prior to the
      Closing Date shall have been satisfied.

     

    


     

    ARTICLE
      X  

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION

    OF
      PURCHASER TO CLOSE

     

    The
      obligations of Purchaser to consummate the transactions contemplated herein
      shall be subject to the fulfillment, at or before the Closing Date, of all
      of
      the conditions set forth below in this ARTICLE X.

     

    10.1  Representations
      and Warranties.
      The
      representations and warranties of Seller contained in this Agreement and in
      each
      other Seller Document shall have been true and correct when made and shall
      be
      true and correct in all material respects on and as of the Closing Date with
      the
      same force and effect as though made on and as of the Closing Date.

     

    10.2  Performance
      of Covenants.
      Each
      obligation of Seller to be performed by it on or before the Closing Date
      pursuant to the terms of this Agreement and each other Seller Document shall
      have been duly performed on or before the Closing Date.

     

    
      
         

      

      
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    ARTICLE
      XI  

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION

    OF
      SELLER TO CLOSE

     

    The
      obligation of Seller to consummate the transactions contemplated herein shall
      be
      subject to the fulfillment, at or before the Closing Date, of all the conditions
      set forth below in this ARTICLE XI.

     

    11.1  Representations
      and Warranties.
      The
      representations and warranties of Purchaser contained in this Agreement and
      in
      each other Purchaser Document shall have been true and correct when made and
      shall be true and correct in all material respects on and as of the Closing
      Date
      with the same force and effect as though made on and as of the Closing
      Date.

     

    11.2  Performance
      of Covenants.
      Each of
      the obligations of Purchaser to be performed by it on or before the Closing
      Date
      pursuant to the terms of this Agreement and each other Purchaser Document shall
      have been duly performed in all material respects on or before the Closing
      Date.

     

    ARTICLE
      XII  

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES

    AFTER
      CLOSING

     

    12.1  Cooperation
      of Seller.
      Seller
      shall, and shall cause its employees to, cooperate with Purchaser to provide
      such assistance and documentation as may be necessary or appropriate to permit
      Purchaser to fully exploit the Purchased Assets.

     

    12.2  Delivery
      of Purchased Assets.
      Immediately after the Closing, Seller shall deliver or cause the delivery of
      all
      Tangible Personal Property, and the Books and Records as instructed by Purchaser
      at Purchaser’s cost, it being understood that the tangible Personal Property
      will be initially located in Malaysia.

     

    12.3  Consulting
      Agreement.
      Purchaser (or its designee) and each of the individuals listed on Exhibit 12.3
      shall execute and deliver a Consulting Agreement in a form acceptable to
      Purchaser on the terms set forth on the Exhibit, and Seller shall assist
      Purchaser (or its designee) with the execution and delivery of each such
      Consulting Agreement.

     

    ARTICLE
      XIII

     

    INDEMNIFICATION

     

    13.1  Indemnification
      by Seller.
      Seller
      shall indemnify, defend and hold harmless (i) Purchaser, (ii) each of
      Purchaser’s Affiliates, assigns and successors in interest to the Purchased
      Assets, and (iii) each of their respective shareholders, directors,
      officers, managers, employees, agents, attorneys and representatives, from
      and
      against any and all Losses which may be incurred or suffered by any such party
      and which may arise out of or result from:

     

    
      
         

      

      
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    (a)  provided
      Purchaser’s claim therefore is instituted by written notice within the time
      period specified in Section 13.5, any breach of any representation,
      warranty, covenant or agreement of Seller contained in this Agreement or in
      any
      other Seller Document including, without limitation, any attempt (whether or
      not
      successful) by any Person to cause or require Purchaser to pay, perform or
      discharge any debt, liability or commitment the existence of which constitutes
      a
      breach of any such representation, warranty, covenant or agreement;

     

    (b)  any
      litigation, arbitration, governmental investigation, suit, action or other
      proceeding arising prior to the Closing Date, and any liability of Seller
      arising prior to the Closing Date;

     

    (c)  any
      Tax
      Liability of Seller; or

     

    (d)  any
      and
      all actions, suits, proceedings, claims, demands, judgments, costs and expenses,
      including, without limitation, legal fees and expenses, incurred in enforcing
      this indemnity.

     

    13.2  Indemnification
      by Purchaser.
      Provided Seller’s claim therefore is instituted by written notice within the
      time period specified in Section 13.6, Purchaser shall indemnify, defend
      and hold harmless Seller from and against any Losses arising out of or due
      to a
      breach of any representation, warranty, covenant or agreement of Purchaser
      contained in this Agreement or in any Purchaser Document,
      and
      from any and all actions, suits, proceedings, claims, demands, judgments, costs
      and expenses, including, without limitation, legal fees and expenses, incurred
      in enforcing this indemnity.

     

    13.3  Notice
      to Indemnifying Party.
      Any
      party (the “Indemnified Party”) seeking indemnification pursuant to
      Sections 13.1 or 13.2, or pursuant to any other indemnification covenant
      contained in this Agreement, shall promptly give the party from whom such
      indemnification is sought (the “Indemnifying Party”) written notice of the
      matter with respect to which such indemnification is sought, which notice shall
      specify in reasonable detail, if known, the amount or an estimate of the amount
      of the liability arising therefrom and the basis of the claim. Such notice
      shall
      be a condition precedent to any liability of the Indemnifying Party for
      indemnification hereunder, but the failure of the Indemnified Party to give
      prompt notice of a claim shall not adversely affect the Indemnified Party’s
      right to indemnification hereunder unless the defense of that claim is
      materially prejudiced by such failure.

     

    
      
         

      

      
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    13.4  Third
      Party Claims.

     

    (a)  Defense
      by Indemnifying Party.
      In
      connection with any claim giving rise to indemnity hereunder resulting from
      or
      arising out of any claim or legal proceeding by a Person who is not a party
      to
      this Agreement (a “Third Party Claim”), the Indemnifying Party at its sole cost
      and expense may, upon written notice to the Indemnified Party, assume the
      defense of any such Third Party Claim (i) if it acknowledges to the
      Indemnified Party in writing its obligations to indemnify the Indemnified Party
      with respect to all elements of such Third Party Claim (subject to any
      limitations on such liability contained in this Agreement) and (ii) if it
      provides assurances, reasonably satisfactory to the Indemnified Party, that
      it
      will be financially able to satisfy such Third Party Claim in full if the same
      is decided adversely. If the Indemnifying Party assumes the defense of any
      Third
      Party Claim, it may use counsel of its choice to prosecute such defense, subject
      to the approval of such counsel by the Indemnified Party, which approval shall
      not be unreasonably withheld or delayed. The Indemnified Party shall be entitled
      to participate in (but not control) the defense of any such Third Party Claim,
      with its counsel and at its own expense. If the Indemnifying Party assumes
      the
      defense of any such Third Party Claim, the Indemnifying Party shall take all
      steps necessary to pursue the resolution thereof in a prompt and diligent
      manner. In the event that the Indemnifying Party exercises the right to
      undertake any such defense against any such Third Party Claim as provided above,
      the Indemnified Party shall cooperate with the Indemnifying Party in such
      defense and make available to the Indemnifying Party all witnesses, pertinent
      records, materials and information in the Indemnified Party’s possession or
      under the Indemnified Party’s control relating thereto as are reasonably
      required by the Indemnifying Party without cost to the Indemnifying Party.
      The
      Indemnified Party shall cooperate with the Indemnifying Party in such defense
      and make available to the Indemnifying Party all witnesses, pertinent records,
      materials and information in the Indemnified Party’s possession or under the
      Indemnified Party’s control relating thereto as are reasonably required by the
      Indemnifying Party. The Indemnifying Party shall be entitled to consent to
      a
      settlement of, or the stipulation of any judgment arising from, any such Third
      Party Claim, with the consent of the Indemnified Party, which consent shall
      not
      be unreasonably withheld or delayed; provided, however, that no such consent
      shall be required from the Indemnified Party if (i) the Indemnifying Party
      pays or causes to be paid all Losses arising out of such settlement or judgment
      concurrently with the effectiveness thereof (as well as all other Losses
      theretofore incurred by the Indemnified Party which then remain unpaid or
      unreimbursed), (ii) in the case of a settlement, the settlement is
      conditioned upon a complete release by the claimant of the Indemnified Party
      and
      (iii) such settlement or judgment does not require the encumbrance of any
      asset of the Indemnified Party or impose any restriction upon its conduct of
      business.

     

    (b)  Defense
      by Indemnified Party.
      If the
      Indemnifying Party does not assume the defense of any such Third Party Claim,
      the Indemnified Party may defend against such Third Party Claim and settle
      or
      compromise the same, after giving notice thereof to the Indemnifying Party,
      on
      such terms as the Indemnified Party may deem appropriate, and the Indemnifying
      Party shall be entitled to participate in (but not control) such defense with
      its own counsel and at its own expense. The Indemnifying Party shall cooperate
      with the Indemnified Party in such defense and make available to the Indemnified
      Party, at the Indemnifying Party’s expense, all such witnesses, records,
      materials and information in the Indemnifying Party’s possession or under the
      Indemnifying Party’s control relating thereto as are reasonably required by the
      Indemnified Party. If the Indemnifying Party thereafter seeks to question the
      manner in which the Indemnified Party defended such Third Party Claim or the
      amount or nature of any such settlement, the Indemnifying Party shall have
      the
      burden to prove by a preponderance of the evidence that the Indemnified Party
      did not defend or settle such third-party claim in a reasonably prudent manner.
      The Indemnified Party shall not settle or compromise any Third Party Claim
      for
      which it is entitled to indemnification hereunder, unless suit shall have been
      instituted against it and the Indemnifying Party shall not have assumed the
      defense of such suit after notification as provided in
      Section 13.3.

     

    13.5  Survival
      of Representations and Covenants of Seller.
      With
      the sole exception of those covenants which are to be performed by Seller after
      the Closing (which shall survive until a claim thereon is barred by the
      applicable statute of limitations (including extensions and waivers thereof)),
      each representation, warranty, covenant and agreement of Seller contained herein
      shall survive the execution and delivery of this Agreement and the Closing
      for a
      period of one year and shall thereafter terminate and expire on the first
      anniversary of the Closing Date, unless, on or before such date, Purchaser
      has
      delivered to Seller a written notice of a claim with respect to such
      representation, warranty, covenant or agreement.

     

    
      
         

      

      
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    13.6  Survival
      of Representations and Covenants of Purchaser.
      With
      the sole exception of those covenants which are to be performed by Purchaser
      after the Closing (which shall survive until a claim thereon is barred by the
      applicable statute of limitations), each representation, warranty, covenant
      and
      agreement of Purchaser contained herein shall survive the execution and delivery
      of this Agreement and the Closing for a period of one year and shall thereafter
      terminate and expire on the first anniversary of the Closing Date, unless,
      on or
      before such date, Seller has delivered to Purchaser a written notice of a claim
      with respect to such representation, warranty, covenant or
      agreement.

     

    13.7  Limitations.
      In no
      event shall the indemnification obligations of Seller exceed the fair market
      value of the Shares at the time of the claim. In addition, those obligations
      shall be subject to reduction for any payments received by an Indemnified Party
      from any insurer or other third party or the amount of any tax benefits to
      an
      Indemnified Party.

     

    ARTICLE
      XIV

     

    TERMINATION;
      REMEDIES

     

    14.1  Termination
      Without Default.
      Anything herein to the contrary notwithstanding, this Agreement and the
      transaction contemplated by this Agreement shall terminate at the close of
      business on December 15, 2006, unless extended by the mutual consent in writing
      of the parties, and, except as specified in Section 14.2, may otherwise be
      terminated before the Closing only as follows (and in no other
      manner):

     

    (a)  Mutual
      Consent.
      By the
      mutual consent in writing of the parties.

     

    (b)  Conditions
      to Purchaser’s Performance Impossible.
      By
      Purchaser upon written notice to Seller if any event occurs which would render
      impossible the satisfaction of one or more conditions to the obligations of
      Purchaser set forth in ARTICLE IX or in ARTICLE X (other than as a result
      of Purchaser's default under this Agreement).

     

    (c)  Conditions
      to Seller’s Performance Impossible.
      By
      Seller upon written notice to Purchaser if any event occurs which would render
      impossible the satisfaction of one or more conditions to the obligations of
      Seller set forth in ARTICLE IX or in ARTICLE XI (other than as a result of
      Seller's default under this Agreement).

     

    14.2  Termination
      Upon Default.
      Either
      party may terminate this Agreement by giving notice to the other on or prior
      to
      the Closing Date, without prejudice to any rights or obligations it may have,
      if
      (i) after written notice of the default and the passage of (A) ten
      (10) Days, in the case of a default which is by its nature incapable of being
      cured, or (B) thirty (30) Days, or such shorter period as may end upon the
      scheduled Closing Date, in the case of a default which by its nature is capable
      of being cured, the other party has failed in the due and timely performance
      of
      any of its covenants or agreements herein contained or there shall have been
      a
      breach of the other’s warranties or representations herein contained, and
      (ii) such failure or breach could reasonably be expected to give the
      non-defaulting party grounds not to close pursuant to ARTICLE X or ARTICLE
      XI,
      as the case may be. In any such event the party who is not guilty of the breach
      may, in addition to all of its other rights and remedies, recover all Losses
      incurred by it from the party responsible for the breach.

     

    
      
         

      

      
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    14.3  Attorneys’
      Fees.
      If
      Seller or Purchaser shall bring an action against the other by reason of any
      alleged breach of any covenant, provision or condition hereof, or otherwise
      arising out of this Agreement, the unsuccessful party shall pay to the
      prevailing party all attorneys’ fees and costs actually incurred by the
      prevailing party, in addition to any other relief to which it may be entitled.
      As used in this Section 14.3 and elsewhere in this Agreement, “actual
      attorneys’ fees” or “attorneys’ fees actually incurred” means the full and
      actual cost of any legal services actually performed in connection with the
      matter for which such fees are sought calculated on the basis of the usual
      fees
      charged by the attorneys performing such services, and shall not be limited
      to
“reasonable attorneys’ fees” as that term may be defined in statutory or
      decisional authority.

     

    ARTICLE
      XV

     

    EXPENSES;
      CONFIDENTIALITY

     

    15.1  Expenses
      of Sale.
      Each
      party shall bear its own direct and indirect expenses incurred in connection
      with the negotiation and preparation of this Agreement and the consummation
      and
      performance of the transactions contemplated herein and therein.

     

    15.2  Confidentiality.
      Subject
      to any obligation to comply with (i) any Law (ii) any rule or
      regulation of any Authority or securities exchange or (iii) any subpoena or
      other legal process to make information available to the Persons entitled
      thereto, whether or not the transactions contemplated herein shall be concluded,
      all information obtained by any party about any other or any Affiliate of the
      other, and all of the terms and conditions of this Agreement, shall, until
      the
      Closing or termination of this Agreement, be kept in confidence by each party,
      and each party shall cause its shareholders, members, partners, directors,
      officers, managers, employees, agents and attorneys to hold such information
      confidential. Such confidentiality shall be maintained to the same degree as
      such party maintains its own confidential information and shall be maintained
      until such time, if any, as any such data or information either is, or becomes,
      published or a matter of public knowledge; provided, however, that the foregoing
      shall not apply to any information obtained by Purchaser through its own
      independent investigations of Seller or received by Purchaser from a source
      not
      known by Purchaser to be bound by a confidentiality agreement with, or other
      contractual, legal or fiduciary obligation of confidentiality to, Seller nor
      to
      any information obtained by Purchaser which is generally known to others engaged
      in the trade or business of Seller; and provided, further, that from and after
      the Closing, Purchaser shall be under no obligation to maintain confidential
      any
      such information concerning Seller. In the event either party becomes legally
      compelled to disclose any such information, it shall promptly provide the other
      with written notice of such requirement so that the other may seek a protective
      order or other remedy. If this Agreement shall be terminated for any reason,
      each party shall return or cause to be returned to the other all written data,
      information, files, records and copies of documents, worksheets and other
      materials obtained by such party in connection with this Agreement.


     

    
      
         

      

      
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    15.3  Publicity.
      Up to
      (and including) the Closing Date, no publicity release or announcement
      concerning this Agreement or the transactions contemplated herein shall be
      issued without advance written approval of the form and substance thereof by
      Purchaser and Seller; provided, however, that such restrictions shall not apply
      to any disclosure required by Authorities, Applicable Law or the rules of any
      securities exchange which may be applicable.

     

    ARTICLE
      XVI

     

    NOTICES

     

    16.1  Notices.
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be delivered by courier or other means of personal service (including
      by
      means of a nationally recognized courier service or a professional messenger
      service), or sent by telex or telecopy, in all cases, addressed to:

     

    
      	 	
              Purchaser
                or Parent:

               

              Pro
                Elite, Inc.

              12100
                Wilshire Boulevard, Suite 800

              Los
                Angeles, California 90025

              Attention:
                Eric Ficksman

              Telecopy
                No: (310) 806-9426

               

            
	 	
              Seller:

               

            
	 	
              12100
                Wilshire Boulevard, 18th
                Floor

              Los
                Angeles, California 90025

              Attention:
                Eric Pulier

              Telecopy
                No.: (310) 820-8601

            


    

    


    All
      notices, requests and other communications shall be deemed given on the date
      of
      actual receipt or delivery as evidenced by written receipt, acknowledgement
      or
      other evidence of actual receipt or delivery to the address specified above.
      In
      case of service by telecopy, a copy of such notice shall be personally delivered
      or sent by registered or certified mail, in the manner set forth above, within
      three (3) business days thereafter. Either party hereto may from time to time
      by
      notice in writing served as set forth above designate a different address or
      a
      different or additional person to which all such notices or communications
      thereafter are to be given.

     

    
      
         

      

      
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    ARTICLE
      XVII

     

    MISCELLANEOUS

     

    17.1  Further
      Assurances.
      Each of
      the parties shall use its reasonable and diligent best efforts to proceed
      promptly with the transactions contemplated herein, to fulfill the conditions
      precedent for such party’s benefit or to cause the same to be fulfilled and to
      execute such further documents and other papers and perform such further acts
      as
      may be reasonably required or desirable to carry out the provisions hereof
      and
      the transactions contemplated herein.

     

    17.2  Modifications
      and Amendments; Waivers and Consents.
      At any
      time prior to the Closing Date or termination of this Agreement, Purchaser,
      on
      the one hand, and Seller on the other hand, may, by written
      agreement:

     

    (a)  extend
      the time for the performance of any of the obligations or other acts of the
      other party hereto;

     

    (b)  waive
      any
      inaccuracies in the representations and warranties made by the other party
      contained in this Agreement or any other agreement or document delivered
      pursuant to this Agreement; and

     

    (c)  waive
      compliance with any of the covenants or agreements of the other party contained
      in this Agreement. However, no such waiver shall operate as a waiver of, or
      estoppel with respect to, any subsequent or other failure. Whenever this
      Agreement requires or permits a waiver or consent by or on behalf of any party
      hereto, such waiver or consent shall be given in writing.

     

    17.3  Entire
      Agreement.
      This
      Agreement (including the exhibits hereto and Seller and Purchaser Disclosure
      Schedules) and the agreements, documents and instruments to be executed and
      delivered pursuant hereto or referred to herein are intended to embody the
      final, complete and exclusive agreement among the parties with respect to the
      purchase of the Purchased Assets and related transactions; are intended to
      supersede all prior agreements, understandings and representations written
      or
      oral, with respect thereto; and may not be contradicted by evidence of any
      such
      prior or contemporaneous agreement, understanding or representation, whether
      written or oral.

     

    17.4  Governing
      Law and Venue.
      This
      Agreement is to be governed by and construed in accordance with the laws of
      California applicable to contracts made and to be performed wholly within
      California, and without regard to the conflicts of laws principles
      thereof.

     

    17.5  Binding
      Effect.
      This
      Agreement and the rights, covenants, conditions and obligations of the
      respective parties hereto and any instrument or agreement executed pursuant
      hereto shall be binding upon the parties and their respective successors,
      assigns and legal representatives. Neither this Agreement, nor any rights or
      obligations of any party hereunder, may be assigned by a party without the
      prior
      written consent of the other party; provided, however, that prior to or
      following the Closing, this Agreement and any rights and obligations of
      Purchaser hereunder, and under any Purchaser Documents may, without the prior
      written consent of Seller, be assigned and delegated by Purchaser to any Person
      affiliated with Purchaser or pledged or hypothecated to any lender(s) of
      Purchaser or any such Affiliate, and following the Closing, this Agreement
      and
      any rights and obligations of Purchaser hereunder and under any Purchaser
      Documents may also be assigned and delegated by Purchaser, without the prior
      written consent of Seller, to any successor-in-interest of Purchaser to the
      Purchased Assets or to a substantial portion thereof; provided, however, that
      no
      delegation by Purchaser of any such obligation shall relieve Purchaser of
      liability therefor or relieve Purchaser of the obligation to deliver the
      Purchase Price at the Closing.

     

    
      
         

      

      
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    17.6  Counterparts.
      This
      Agreement may be executed simultaneously 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. In making proof of this Agreement it shall not be
      necessary to produce or account for more than one counterpart.

     

    17.7  Section
      Headings.
      The
      section headings of this Agreement are for convenience of reference only and
      shall not be deemed to alter or affect any provision hereof.

     

    17.8  Severability.
      In the
      event that any provision or any part of any provision of this Agreement shall
      be
      void or unenforceable for any reason whatsoever, then such provision shall
      be
      stricken and of no force and effect. However, unless such stricken provision
      goes to the essence of the consideration bargained for by a party, the remaining
      provisions of this Agreement shall continue in full force and effect, and to
      the
      extent required, shall be modified to preserve their validity.

     

    17.9  No
      Third Party Rights.
      Nothing
      in this Agreement, whether express or implied, is intended to confer any rights
      or remedies under or by reason of this Agreement on any Persons other than
      the
      parties to it and their respective successors and assigns, nor is anything
      in
      this Agreement intended to relieve or discharge the obligation or liability
      of
      any third Persons to any party to this Agreement, nor shall any provision give
      any third Persons any right of subrogation or action over against any party
      to
      this Agreement.

     

    17.10  Benefit
      of Contribution Agreement.
      Seller
      shall pass on to Purchaser the benefit of the representations and warranties
      of
      Lifelogger Malaysia set forth in the Contribution Agreement to the fullest
      extent permitted thereunder.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

     

    
      	
              PARENT

               

              PRO
                ELITE, INC.

               

               

              By:___________________________

              Chief
                Executive Officer

            	
              PURCHASER

               

              REAL
                SPORT, INC.

               

               

              By:
                ____________________________ 

                    
                Name: 

                    
                Title: Chief
                Executive Officer

               

            
	 	
              SELLER

               

              LIFELOGGER
                LLC

               

               

               

              By:
                ____________________________    

               

               

               

            


    

    


    


    
      
         

      

      
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