SECURITIES
      PURCHASE AGREEMENT

     

    Ladies
      and Gentlemen:

     

    Showtime
      Networks, Inc. (“SNI”) hereby confirms its agreement with you as
      follows:

     

    1.  This
      Securities Purchase Agreement, including Annex I hereto, and the exhibits and
      schedule thereto, each of which Annex, exhibit and schedule are hereby expressly
      incorporated as an integral part of this agreement (collectively, the
“Agreement”)
      is
      made as of January 3, 2007 between Pro Elite, Inc. (the “Company”)
      and
      SNI with respect to (a) the sale of 1,666,667 units (the “Units”) to SNI, each
      Unit consisting of three shares of the Company’s Common Stock (the “Shares”) and
      one three-year warrant to purchase one Share at an exercise price of $2.00
      per
      Share (the “Investor
      Warrant”),
      and
      (b) warrants to purchase five million Shares of which (i) warrants to
      purchase 2,500,000 Shares shall be issued to SNI (the “Vested
      Warrants”)
      and be
      exercisable as of the date of the closing of the purchase of the Units and
      (ii) warrants to purchase 2,500,000 Shares shall be issued to SNI (the
“SNI
      Warrants”)
      and be
      exercisable at any time upon the earlier of (x) November 8, 2009 and
      (y) the date when the Exclusive Distribution Agreement dated
      November 8, 2006 between the Company and SNI is terminated (if at all) due
      to a breach of the Company. The form of the Investor Warrants, the Vested
      Warrants and the SNI Warrants are attached hereto as Exhibits A, B and C,
      respectively.

     

    2.  SNI
      shall
      purchase from the Company, and the Company will sell to the SNI, 1,666,667
      Units, at a purchase price per Unit of $3.00 and the Company shall issue to
      SNI
      the Investor Warrants, the Vested Warrants and the SNI Warrants, all pursuant
      to
      the Terms and Conditions for Purchase of Securities attached hereto as Annex
      I
      and incorporated herein by reference as if fully set forth herein. Unless
      otherwise requested, certificates representing the Shares and Investor Warrants
      included within the Units and the Vested Warrants and the SNI Warrants will
      be
      registered in SNI’s name and address as set forth below.

     

    The
      next page is the signature page.

     

    
      
        
        

      

      
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    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing in the space provided below for that purpose. 

     

    
      	
              AGREED
                AND ACCEPTED:

            	 	 
	
              COMPANY:

            	 	
              PRO
                ELITE, INC.

               

               

            
	 	 	
              By:_________________________________________

               

               

            
	
              INVESTOR:

            	 	
              SHOWTIME
                NETWORKS, INC.

               

              ______________________________________

            
	 	 	 
	 	 	
              By:_________________________________________

              Signature
                of investor or authorized person

            
	 	 	
              Its:_________________________________________

              Title
                of authorized person

            
	 	 	
              Address:____________________________________

              ___________________________________________

              ___________________________________________

              Contact
                Name:________________________________

              Facsimile
                Number:_____________________________

              Email
                Address:_______________________________

            
	 	 	 
	 	 	
              Name
                in which warrant certificates should be 

              registered
                (if different):

               

              ______________________________________

            
	 	 	
              Tax
                I.D. No: __________________________________

            
	 	 	 


    

     

    
      
        
        

      

      
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    ANNEX
      I

     

    TERMS
      AND CONDITIONS FOR PURCHASE OF SECURITIES

     

    1.  Agreement
      to Sell and Purchase the Units, the Vested Warrants and the SNI Warrants;
      Subscription Date.

     

    1.1  At
      the
      Closing (as defined in Section 2), the Company will sell to SNI, and SNI
      will purchase from the Company, upon the terms and conditions hereinafter set
      forth, 1,666,667 Units (“Investor’s
      Units”)
      at a
      purchase price per Unit of $3.00, and the Company will issue to SNI the Vested
      Warrants and the SNI Warrants, pursuant to the Terms and Conditions set forth
      herein.

     

    2.  Delivery
      of the at Closing.
      The
      completion of the purchase and sale of the Investor’s Units (the “Closing”)
      shall
      occur no later than January 6, 2007, as such date may be extended by the Company
      and SNI (the “Closing
      Date”),
      at
      the offices of Troy & Gould, Professional Corporation, the Company’s
      counsel, 1801 Century Park East, Suite 1600, Los Angeles, California 90067.
      At
      the Closing, the Company shall deliver to SNI certificates representing the
      Shares and Investor Warrants included with the Investor’s Units and the Vested
      Warrants and the SNI Warrants, each such certificate to be registered in the
      name of SNI, or, if so indicated on the signature page of the Securities
      Purchase Agreement, in the name of a nominee designated by such party. If
      neither SNI nor a representative of SNI is present at the Closing to take
      physical delivery of the certificates, then delivery shall be deemed made at
      Closing by the transmission of a facsimile of the certificates to the Investor
      (or nominee designated by the Investor) followed by delivery of the original
      certificates by a nationally recognized overnight express courier.

     

    The
      Company’s obligation to issue the Shares, the Investor Warrants, the Vested
      Warrants and the SNI Warrants shall be subject to the following conditions,
      any
      one or more of which may be waived by the Company:

     

    (a) receipt
      by the Company of a certified or official bank check or wire transfer of funds
      in the full amount of the aggregate purchase price for the Investor’s Units;
      and

     

    (b) the
      accuracy of the representations and warranties made by the SNI and the
      fulfillment of those undertakings of SNI (the “Investor”)
      to be
      fulfilled prior to the Closing.

     

    3.  Representations,
      Warranties and Covenants of the Company.
      The
      Company hereby represents and warrants to, and covenants with, the Investor,
      as
      follows:

     

    3.1  Due
      Authorization and Valid Issuance.
      The
      Company has all requisite power and authority to execute, deliver and perform
      its obligations under the Purchase Agreement and the Investor Rights Agreement
      referred to in Section 7 (collectively, the “Transaction
      Documents”),
      and
      the Transaction Documents have been duly authorized and validly executed and
      delivered by the Company and constitute legal, valid and binding agreements
      of
      the Company enforceable against the Company in accordance with their terms,
      except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

     

    
      
        
        

      

      
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    3.2  Non-Contravention.
      The
      execution and delivery of the Transaction Documents by the Company, the issuance
      and sale of the Units, the Shares, and the Investor Warrants, Vested Warrants
      and SNI Warrants (collectively, the “Warrants”) to be sold by the Company
      hereunder, the fulfillment of the terms of the Agreement by the Company and
      the
      consummation by the Company of the transactions contemplated hereby and thereby
      will not (A) conflict with or constitute a violation of, or default (with
      the passage of time or otherwise) under (i) any material bond, debenture,
      note or other evidence of indebtedness, or under any material lease, contract,
      indenture, mortgage, deed of trust, loan agreement, joint venture or other
      agreement or instrument to which the Company is a party or by which the Company
      or its properties are bound, (ii) the charter, by-laws or other
      organizational documents of the Company, or (iii) any material law,
      administrative regulation, ordinance or order of any court or governmental
      agency, arbitration panel or authority applicable to the Company or its
      properties, or (B) result in the creation or imposition of any lien,
      encumbrance, claim, security interest or restriction whatsoever upon any of
      the
      material properties or assets of the Company or an acceleration of indebtedness
      pursuant to any obligation, agreement or condition contained in any material
      bond, debenture, note or any other evidence of indebtedness or any material
      indenture, mortgage, deed of trust or any other agreement or instrument to
      which
      the Company is a party or by which it is bound or to which any of the property
      or assets of the Company is subject. No consent, approval, authorization or
      other order of, or registration, qualification or filing with, any regulatory
      body, administrative agency, or other governmental body in the United States
      is
      required for the execution and delivery of the Transaction Documents by the
      Company and the valid issuance and sale of the Units, Shares and Warrants to
      be
      sold by the Company pursuant to the Agreements, other than such as have been
      made or obtained, and except for any post-closing securities filings or
      notifications required to be made under federal or state securities
      laws.

     

    3.3  Most
      Favored Nations.
      If, at
      any time and from time to time during the period commencing on October 3, 2006
      (the “Effective
      Date”)
      and
      ending on the first anniversary of the Effective Date, the Company issues
      additional shares of Common Stock or options, warrants or other securities
      which
      would entitle the holder thereof to acquire (whether by exercise, exchange,
      conversion or otherwise) at any time Common Stock (the “Additional
      Shares”)
      at a
      price or exercise, exchange, conversion or other price per share of Common
      Stock
      less than $2.00 (subject to adjustment for splits, recapitalizations,
      reorganizations), then the Company shall provide notice thereof to SNI, and
      within ten business days, from receipt of notice, SNI shall have the right
      to
      purchase at the par value thereof such number of additional shares of Common
      Stock so that the “effective purchase price per share” payable by SNI shall be
      the same per share purchase price of the Additional Shares. As used herein,
      the
“effective price per share” shall mean the product of (i) the total
      consideration paid for all shares purchased by SNI (both those purchased at
      the
      Closing under this Agreement and those which may be purchased under this
      Section 3.3), divided by (ii) the total number of shares described in
      clause (i). Notwithstanding the foregoing, no adjustment will be made in respect
      of (a) shares of Common Stock or options to employees, consultants officers
      or directors of the Company pursuant to any stock or option plan, other
      arrangement or agreement duly adopted by the Board of Directors of the Company,
      (b) securities upon the exercise of or conversion of any securities issued
      at the Closing, or convertible securities, options or warrants issued and
      outstanding on the Closing, (c) securities issued pursuant to strategic
      transactions with an operating company in a business synergistic with the
      business of the Company and in which the Company receives benefits in addition
      to the investment of funds or pursuant to acquisitions or equipment leases,
      but
      shall not include a transaction in which the Company is issuing securities
      primarily for the purpose of raising capital or to an entity whose primary
      business is investing in securities, and (d) securities issued in connection
      with any other antidilution or price protection provisions.

     

    
      
        
        

      

      
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    4.  Representations,
      Warranties and Covenants of the Investor.

     

    4.1  The
      Investor represents and warrants to, and covenants with, the Company that:
      (i) the Investor is an “accredited investor” as defined in Rule 501 of
      Regulation D under the Securities Act of 1933, as amended (the
“Securities
      Act”)
      OR is
      a “Qualified Institutional Buyer” within the meaning of Rule 144A of the
      Act and, in any such case the Investor is also knowledgeable, sophisticated
      and
      experienced in making, and is qualified to make decisions with respect to,
      investments in securities presenting an investment decision like that involved
      in the purchase of the Investor’s Units, including investments in securities
      issued by the Company and investments in comparable companies, and has
      requested, received, reviewed and considered all information it deemed relevant
      in making an informed decision to purchase the Investor’s Units; (ii) the
      Investor is acquiring the Investor’s Units, Shares and Warrants in the ordinary
      course of its business and for its own account for investment only and with
      no
      present intention of distributing any of such Investor’s Units, Shares and
      Warrants or any arrangement or understanding with any other persons regarding
      the distribution of such Investor’s Units, Shares and Warrants; (iii) the
      Investor will not, directly or indirectly, offer, sell, pledge, transfer or
      otherwise dispose of (or solicit any offers to buy, purchase or otherwise
      acquire or take a pledge of) any of the Investor’s Units, Shares and Warrants
      except in compliance with the Securities Act, applicable state securities laws
      and the respective rules and regulations promulgated thereunder, except that
      the
      Investor may pledge the Shares in connection with a bona fide margin account
      or
      other loan or financing; (iv) the Investor and the Investor’s
      representatives, if any, have been solely responsible for the Investor’s own
“due diligence” investigation of the Company and its management and business,
      for its own analysis of the merits and risks of this investment, and for the
      Investor’s own analysis of the fairness and desirability of the terms of the
      investment; and (v) the Investor has, in connection with its decision to
      purchase the Investor’s Units, Shares and Warrants, relied only upon the
      Company’s Confidential Private Offering Memorandum dated September 28, 2006 (the
“Memorandum”)
      and
      the representations and warranties of the Company contained herein. The Investor
      understands that its acquisition of the Shares and Warrants has not been
      registered under the Securities Act or registered or qualified under any state
      securities law in reliance on specific exemptions therefrom, which exemptions
      may depend upon, among other things, the bona fide nature of the Investor’s
      investment intent as expressed herein.

     

    4.2  The
      Investor hereby covenants with the Company not to make any sale of the
      Investor’s Units, Shares and Warrants without complying with the provisions of
      this Agreement, and the Investor acknowledges that the certificates evidencing
      the Shares and Warrants will be imprinted with a legend that prohibits their
      transfer except in accordance therewith.

     

    
      
        
        

      

      
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    4.3  The
      Investor further represents and warrants to, and covenants with, the Company
      that (i) the Investor has full right, power, authority and capacity to
      enter into this Agreement and to consummate the transactions contemplated hereby
      and has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement, and (ii) this Agreement constitutes a valid
      and binding obligation of the Investor enforceable against the Investor in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

     

    4.4  The
      Investor understands that nothing in this Agreement or any other materials
      presented to the Investor in connection with the purchase and sale of the Shares
      and Warrants constitutes legal, tax or investment advice. The Investor has
      consulted such legal, tax and investment advisors as it, in its sole discretion,
      has deemed necessary or appropriate in connection with its purchase of the
      Shares and Warrants.

     

    4.5  The
      Investor hereby acknowledges that it has received, read and understands the
      Memorandum. Without limiting the generality of the foregoing, Investor
      understands and acknowledges that there are substantial risks incident to the
      investment in and ownership of the Units, Shares and Warrants including, without
      limitation, each of the matters discussed in the Memorandum under the heading
      “Risk Factors.” 

     

    4.6  Investor
      and Investor’s representatives, if any, have had a reasonable opportunity to ask
      questions of and receive answers from the management of the Company, or a person
      or persons acting on behalf of the Company, concerning the Company and its
      proposed activities and business, the Company’s capitalization, the Company’s
      management, and the offering and sale of the Units, and otherwise to investigate
      the Company’s business, operations, management, financial condition and
      prospects. Investor has adequate means of providing for Investor’s current needs
      and possible personal contingencies, has no need for liquidity in this
      investment and could afford to lose the entire amount of this investment.
      Investor’s commitment to all investments and investments, which are not readily
      marketable, is reasonable in relation to Investor’s net worth and an investment
      in the Units will not cause Investor’s overall commitment to be excessive.
      Investor is acquiring the Units for Investor’s own account, as a principal,
      without a view to the resale or distribution of all or any part of the Units
      and
      has no present intention, agreement or arrangement to divide Investor’s
      participation with others or to resell, assign, transfer or otherwise dispose
      of
      all or any part of the Units for which Investor has subscribed. If Investor
      is a
      corporation, partnership, limited liability company, trust or other entity,
      it
      is authorized and otherwise duly qualified to purchase and hold a membership
      interest in the Company and has not been formed for the specific purpose of
      acquiring Units.

     

    5.  Survival
      of Representations, Warranties and Agreements.
      Notwithstanding any investigation made by any party to this Agreement, all
      covenants, agreements, representations and warranties made herein by the Company
      and the Investor shall survive the execution of this Agreement, the delivery
      to
      the Investor of the Units, Shares and Warrants being purchased and the payment
      therefore.

     

    
      
        
        

      

      
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    6.  Indemnification.
      Investor
      hereby agrees to indemnify the Company and its agents and representatives,
      and
      hold the Company and its agents and representatives harmless from and against,
      any and all liability, damage, cost or expense incurred on account of, relating
      to or arising out of or in connection with: (i) any inaccuracy in Investor’s
      declarations, representations, and warranties set forth herein or in any other
      communications to the Company or any of the foregoing parties; and/or (ii)
      the
      disposition of any of the Units, Shares or Warrants for which Investor has
      subscribed herein contrary to the foregoing declarations, representations and
      warranties.

     

    7.  Registration
      of the Shares; Compliance with the Securities Act.
      Pursuant to an Investor Rights Agreement entered into concurrently with this
      Agreement, the Company agrees to file a registration statement with the SEC
      on
      the later to occur of (a) 45 days from the date that SNI notifies the Company
      to
      so file, or (b) sixty days from the effective date of a registration statement
      covering the resale of securities issued by the Company on October 3, 2006
      in a
      private placement.

     

    8.  Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be mailed (A) if within the United States by first-class
      registered mail, Express Mail or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if delivered from outside
      the United States, by International Federal Express or facsimile, and shall
      be
      deemed given (i) if delivered by first-class registered mail, three
      business days after so mailed, (ii) if delivered by Express Mail or a
      nationally recognized overnight carrier, one business day after so mailed,
      (iii) if delivered by International Federal Express, two business days
      after so mailed, (iv) if delivered by facsimile, upon electronic
      confirmation of receipt and shall be delivered as addressed as
      follows:

     

    
      	 	  (a)	if to the
              Company,
              to:	 
	 	 	 	 
	 	 	
              Pro
                Elite, Inc. 

              Santa
                Monica Capital Partners

              9229
                Sunset Boulevard, Suite 505

              Los
                Angeles, California 90069

              Attention:
                David Marshall

              Phone:
                (310) 573-9711

            	 
	 	 	 	 
	 	 	
              with
                a copy to:

            	 
	 	 	 	 
	 	 	
              Troy
                & Gould, Professional Corporation

              Attn:
                David Ficksman

              Phone:
                (310) 789-1290

              Facsimile:
                (310) 789-1490

            	 


    

    


    (b)  if
      to the
      Investor, at its address on the signature page hereto, or at such other address
      or addresses as may have been furnished to the Company in writing

     

    9.  Changes.
      This
      Agreement may not be modified or amended except pursuant to an instrument in
      writing signed by the Company and the Investor.

     

    
      
        
        

      

      
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    10.  Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.

     

    11.  Severability.
      In case
      any provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.

     

    12.  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of California, without giving effect to the principles of
      conflicts of law. All actions arising out of or relating to this Agreement
      shall
      be heard and determined exclusively in any California federal court sitting
      in
      the City of Los Angeles. 

     

    13.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto pertaining
      to the subject matter hereof, and any and all other written or oral agreements
      relating to such subject matter are expressly cancelled.

     

    14.  Finders’
      Fees.
      Neither
      the Company nor the Investor nor any affiliate thereof has incurred any
      obligation which will result in the obligation of the other party to pay any
      finder’s fee or commission in connection with this transaction, except for fees
      payable by the Company to the Placement Agent.

     

    15.  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

     

    16.  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of the Company and the Investor, including without limitation
      and without the need for an express assignment, affiliates of the Investor.
      With
      respect to transfers that are not made pursuant to the Investor Rights
      Agreement, the rights and obligations of an Investor under this Agreement shall
      be automatically assigned by the Investor to any transferee of all or any
      portion of the Investor’s Shares who is a Permitted Transferee (as defined
      below); provided, however, that within two business days prior to the transfer,
      (i) the Company is provided notice of the transfer including the name and
      address of the transferee and the number of Shares and Warrants transferred;
      and
      (ii) that such transferee agrees in writing to be bound by the terms of
      this Agreement. (For purposes of this Agreement, a “Permitted Transferee” shall
      mean any person who (a) is an “accredited investor,” as that term is
      defined in Rule 501(a) of Regulation D under the Securities Act and
      (b) is a transferee of at least 25% of the Investor’s Shares received in a
      transaction permitted under the securities laws of the United States), or (c)
      with respect to SNI, is CBS Corporation or is a person controlled by CBS
      Corporation. Upon any transfer permitted by the second sentence of this
      Section 16, the Company shall be obligated to such transferee to perform
      all of its covenants under this Agreement as if such transferee were an
      Investor.

     

    
      
         

      

      
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    17.  Press
      Release.
      Except
      as required by applicable law or regulation, the Company shall not issue any
      press release, which refers to CBS Corporation, SNI or their respective
      subsidiaries without the express prior written consent of CBS
      Corporation.

     

    
      
        
        

      

      
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