Text
      marked by [ * * *] has been omitted pursuant to a Request for Confidential
      Treatment and was filed separately with the Securities and Exchange
      Commission.

    


    AGREEMENT

    


    This
      Agreement, effective on December 1, 2006, is entered into by and between Pro
      Elite, Inc. (“Company”), 12100 Wilshire Blvd., Suite 800, Los Angeles, CA 90025,
      and MMA Entertainment Inc. (“Lender”) for the services of Frank Shamrock Juarez
      (“Shamrock”), in connection with Shamrock’s Personal Services of Shamrock
      (“Personal Services” shall mean and be understood as services that are unrelated
      to Shamrock’s performance as an unarmed combatant) for Company in connection
      with Company’s businesses, including without limitation, Company’s web
      initiative presently entitled “EliteXC.com” (“Website”). A separate agreement,
      Unarmed Combatant Promotional Agreement, has been entered into by and between
      Pro Elite Inc. and Frank Shamrock relating to his performance as an unarmed
      combatant to Pro Elite Inc. in Pro Elite Inc. promoted bouts and
      events.

    


    For
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows:

    


    1. TERM:
      Company
      engages Lender to furnish Shamrock’s services for Company as set forth herein,
      for the period commencing on December 1, 2006 and continuing thereafter for
      a
      period of three (3) years (the “Term”).

    


    2. STOCK
      PAYMENT:
      Within
      thirty (30) days of Lender’s and Shamrock’s execution and delivery to Company of
      this Agreement, Company shall issue to Lender * * * shares of the Company's
      common stock (the “Shares”).  Shamrock acknowledges that
      (a) the Shares have not been registered by Pro Elite under the
      Securities Act of 1933, as amended (the “Securities Act”), or with any
      governmental, regulatory or administrative body, agency or authority, any court
      of judicial authority, any arbitrator or any public, private or industry
      regulatory 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. The Shares are subject
      to a
      Lock-Up Agreement by and among Real Sport, Inc., certain Company
      shareholders, and the Company, dated as of October 3, 2006. The Shares will
      vest in equal installments over the Term, however, Lender is restricted from
      selling any shares for the first two (2) years of the Term (“Lock Up Period”).
      After the expiration of the Lock Up Period, the shares are subject to forfeiture
      as set forth herein. In the event of a termination of this Agreement prior
      to
      the expiration of the Term, Lender will return to Company a pro-rata portion
      of
      the shares based upon the percentage of the Term remaining as of the date of
      such termination.

    


    3. SERVICES:
      During
      the Term herein, Lender shall furnish Shamrock’s Personal Services to and on
      behalf of the Company or, as directed by the Company, in connection with
      Company’s mixed martial arts events and related activities, in accordance with
      the following:

    


    (a) Spokesman:
      Shamrock will perform duties as the Company’s spokesman, which duties shall
      include, but not be limited to, blogs on the Website, live chats on the Website,
      on-camera interviews pre and post MMA events, on-camera services for barker
      shows, appearances at press conferences, media interviews, sports conferences
      and expos, face to dojos and the “Ladder System”.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) Web
      Page:
      Company
      will build and Shamrock will maintain and update on the Website: (i) a web
      page
      relating to Shamrock and his services for Company, and (ii) a dojo
      site.

    


    (c) Reality
      Series:
      Shamrock will participate in one or more reality-based television series. The
      parties will negotiate in good faith an episodic fee for such participation,
      consistent with the budget of the applicable series. 

    


    (d) Consultant:
      Shamrock will be reasonably available to consult with Company regarding all
      aspects of Company’s business.

    


    (e) On-Camera
      Announcer:
      Company
      agrees to use good faith efforts to secure Shamrock a position as an announcer
      for MMA events for broadcast on Showtime Networks (“Showtime”); provided
      however, Company’s failure to secure such a position for Shamrock shall not
      constitute a breach of this Agreement by Company.

    


    4. COMPENSATION:
      Provided that Lender and Shamrock fully render and complete all required
      Personal Services and that neither Lender nor Shamrock is in material breach
      or
      default hereof, Company shall pay Lender as follows: 

    


    (a) Fixed
      Compensation:
      Should
      Shamrock not earn at least one (1) Fight Purse during each year pursuant to
      the
      terms and conditions of the Unarmed Combatant Promotional Agreement, then
      Shamrock shall be compensated in the amount of * * * each year for performing
      the Personal Services set forth herein. Such monies shall be paid on a quarterly
      basis (at the end of each quarter, March 31, June 30, September 30, and December
      31) and shall be paid only if Shamrock has performed in accordance herewith
      and
      is not in breach. If, however, Shamrock does earn at least one (1) Fight Purse
      during each year of this Agreement, no matter when such money is earned during
      said year, then any and all monies paid pursuant to this Agreement (quarterly
      payments) shall be offset by Pro Elite against his Fight Purse as compensation
      previously earned by Shamrock.

    


    (b) Contingent
      Compensation:
      In
      addition, for each Fight which is broadcast on Showtime Pay-Per View, Company
      shall pay Lender per Pay-Per-View buy as follows:

    


    
      	
            	(i)	
              200,001
                - 300,000 buys:
                An amount equal to * * * per buy;

            


    

    


    
      	
            	(ii)	
              300,001
                - 400,000 buys:
                An amount equal to * * * per buy;
                and

            


    

    


    
      	 	
              (iii)

            	
              400,001
                - uncap:
                An amount equal to $* * * per buy. Anything above 400,001
                buys.

            


    

    .

    
      
         

      

      
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              For
                the purposes hereof, a Pay-Per-View buy shall be defined as customarily
                understood in the Pay-Per-View industry. Frank wants to negotiate
                the
                PPV’s. Addendum attached. 

            


    

     

    5. RESULTS
      AND PROCEEDS:
      All of
      the results and proceeds of Shamrock’s Personal Services hereunder (the “Results
      and Proceeds”) shall be deemed a work-made-for-hire specially ordered or
      commissioned by Company. Company shall exclusively own all now known or
      hereafter existing rights of every kind throughout the uni-verse, in perpetuity,
      pertaining to such Results and Proceeds and all elements therein, for all uses,
      forms and media now known or hereafter devised (which rights shall include,
      without limitation, all copyrights [and renewals and extensions thereof], motion
      picture, television, se-quel, remake, ancillary and allied rights therein),
      and
      the foregoing is inclusive of a full assignment to Company thereof. If, for
      any
      reason, the Results and Proceeds are deemed not to be a work-made-for-hire,
      Lender and Shamrock hereby assigns to Company all right, title and interest
      in
      and to the Results and Proceeds, in perpetuity, throughout the universe, in
      any
      and all media now known or hereafter devised. Shamrock hereby waives the benefit
      of any provision of law known as “droit moral” or moral rights of authors or any
      similar or analogous law or decision in any country of the world. 

    


    6. NAME
      AND LIKENESS/MERCHANDISING:
      Shamrock hereby grants to Company (and its licensees) the irrevocable and
      unlimited right to use Shamrock’s name, voice, photograph, likeness and
      biography in connection with advertising, promoting, publicizing and exploiting
      Company, the Website, Company’s sponsors and Company’s businesses, or any part
      thereof (including without limitation in connection with publications,
      publishing, merchandising and commercial tie-ins), in any and all media now
      known or hereafter devised, in perpetuity throughout the universe and Shamrock
      expressly waives any right to approve such use(s) and no additional compensation
      shall be due Shamrock for such use(s). In
      the
      event Company utilizes Shamrock’s name, voice or likeness in connection with any
      item(s) of merchandising or publishing for commercial purposes (other than
      in a
      listing of Company employee and/or executive names or related or similar use),
      Company shall pay to Lender in connection with each item of merchandising in
      which such use is made, an amount equal to * * * of one hundred percent (100%)
      [reducible, on a dollar-for-dollar basis, by the amounts paid as merchandising
      royalty to any individual(s) whose names and/or likenesses are used in the
      particular merchandising item, to a floor of * * * of one hundred percent
      (100%)], of the gross monies actually derived by Company therefrom after
      deducting a distribution fee of fifty percent (50%) thereof and a sum equal
      to
      all of Company’s actual out-of-pocket expenses in connection therewith. For the
      sake of clarification, the following items shall not be deemed merchandising
      and
      therefore Lender and Shamrock shall not be entitled to a royalty with respect
      to
      the use of his name, voice and/or likeness in connection therewith: souvenier
      items such as cups, mugs, hats, clothing items (t-shirts, sweatshirts, jerseys,
      jackets), buttons, fight programs, promotional material, “free” posters and
      advertisements. If Company creates, conceives or provides for Shamrock any
      musical or theatrical elements that Shamrock uses for his appearances, which
      are
      different from prior Shamrock appearances and unrelated to company, then such
      musical and theatrical elements are and will be owned solely and exclusively
      by
      Company. 

    


    7. PERSONAL
      WEB PAGE:
      During
      the Term, Shamrock will create and maintain a prominent link from his personal
      website, www.frankshamrock.com,
      to his
      web page on the Website so that visitors to Shamrock’s site can link to the
      Website. Shamrock will consult with Company regarding the placement of the
      link
      on his personal website. If Shamrock should sell, transfer, or assign the rights
      for ownership of his website, then Shamrock will use his best efforts to insure
      that this provision is adhere to. See
      Paragraph 26 of the Promotional Agreement.

    


    
      
         

      

      
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    8. EXPENSES:
      During
      the Term, Company agrees to reimburse Lender and Shamrock for necessary
      and customary out-of-pocket business expenses actually incurred by Lender or
      Shamrock in connection with the rendition of Shamrock’s services hereunder. Such
      expenses shall only be reimbursed
      upon
      submission of an invoice to Company, together with copies of original
      receipts.
      No
      expenses will be reimbursed unless they are pre-approved in writing by either
      Gary Shaw or by an authorized Company representative.

    


    9. EXCLUSIVITY:
      During
      the Term, Lender shall cause Shamrock to be exclusive to Company in MMA as
      a
      fighter and a spokesman. In addition, Shamrock shall have the right to continue
      to operate Shamrock owned MMA gyms and Shamrock martial arts training during
      the
      Term and such operations shall not constitute a breach of this Agreement. Upon
      expiration of Showtime’s exclusivity with respect to the distribution rights in
      and to the Fights pursuant to the Agreement dated November 8, 2006 between
      Company and Showtime, Shamrock shall have the right to use footage from the
      bouts for which Shamrock was personally a participant in as an unarmed combatant
      for his personal home video products and to distribute same by all means of
      home
      video including, without limitation, DVD exploitation, throughout the universe
      in perpetuity, except Shamrock cannot use such content or provide such content
      to a competing organization or promoter for the purpose for advertising,
      promoting, and marketing, or any other purposes relating to competing
      organization or promoter. Such
      rights
      shall
      only accrue upon written request by Shamrock to Company for the rights and
      Company’s approval on the final product produced by Shamrock to ensure that such
      usage is consistent with the terms herein. The rights granted by company pursant
      to the provisions of this Paragraph 9 shall only accrue if Shamrock performs
      in
      accordance with the terms of the agreement and it is not terminated prior to
      the
      term. 

    


    10. PUBLICITY:
      Company
      shall have the sole right to issue and authorize publicity concerning the
      Website, the Fights and Shamrock’s services hereunder. Except for incidental and
      non-derogatory mentions in personal publicity, neither Shamrock, nor Shamrock’s
      representative(s) shall issue any publicity, in any form, with respect to this
      Agreement, the Website, the Fights, the services to be rendered and other
      matters referred to herein, without Company’s prior written
      consent.

    


    11. OBLIGATION
      TO PROCEED:
      So long
      as Shamrock is providing the Personal Services to the full and complete
      satisfaction of Company, as expected by company and represented by Shamrock,
      and
      is not in breach of this Agreement, then Company shall utilize Shamrock’s
      Personal Services or to make any use whatsoever of the Results and Proceeds.
      If,
      however, Shamrock fails to provide the Personal Services to the full and
      complete satisfaction of Company, as expected by company and represented by
      Shamrock, or is in breach of this Agreement, Company shall have the absolute
      right to elect not to use Shamrock’s Personal Services pursuant to this
      paragraph by thirty (30) days written notice to Lender and Shamrock, and in
      such
      event, Lender shall retain those shares that have vested pursuant to Paragraph
      2
      above as of the date of election and
      Company
      shall be released and discharged from all obligations to Lender and Shamrock
      and
      Lender shall be released and discharged from the exclusivity provisions of
      Paragraph 9 above. Nothing
      hereunder shall limit Company’s rights or remedies in the event of an uncured
      material breach of this Agreement by Lender and Shamrock. Company shall have
      no
      liability for any other claim or claims of any nature, including, without
      limiting the generality of the foregoing, consequential or special damages
      as a
      result of Company’s exercise of its rights pursuant to this paragraph. Lender
      and Shamrock shall have 30 days upon written notice from Company to cure any
      failure or breach of this agreement. 

    


    
      
         

      

      
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    12. FEDERAL
      COMMUNICATIONS ACT:
      Lender
      and Shamrock acknowledge that Lender and Shamrock are aware of Section 508
      of
      the Federal Communications Act making it a criminal offense for any person,
      in
      connection with the production or preparation of any television program, to
      accept or pay any money, services or other valuable consideration for the
      inclusion of any “plug”, reference, product identification or other matter as a
      part of such program unless such acceptance or payment is disclosed in the
      manner required by law. Lender and Shamrock further understand that it is the
      policy of Company not to permit the acceptance or payment of such consideration
      and that any such acceptance or payment will be cause for immediate termination
      of this Agreement. Without limiting the foregoing, Lender and Shamrock expressly
      agree that Lender and Shamrock will not accept or pay or agree to accept or
      pay,
      any such consideration.

    


    13. FORCE
      MAJEURE:
      In the
      event of (a) the occurrence of an event of force majeure including, but not
      limited to, war, acts of terrorism, strikes, work stoppage or other labor
      dispute, acts of God or other force majeure causes beyond Company’s reasonable
      control, or (b) the preparation, commencement, production or completion of
      the
      Website and/or the Fights is otherwise hampered, interrupted or prevented,
      Company shall have the right to suspend and/or terminate this Agreement, and
      extend this Agreement by a period of time equal to the length of any such
      suspension.

    


    14. TERMINATION:
      If this
      Agreement is terminated by Company due to (i) an event of force majeure (as
      set
      forth above) (ii) for cause, or (iii) for a material breach by Lender and/or
      Shamrock, Lender shall retain those shares that have vested pursuant to
      Paragraph 2 above as of the date of termination, and Company shall have no
      further obligation to Lender and/or Shamrock hereunder. 

    


    15. REPRESENTATIONS
      AND WARRANTIES:
      Lender
      and Shamrock represent and warrant that: (a) Lender and Shamrock have full
      power
      and authority to enter into and to fulfill the terms of this Agreement and
      to
      grant the rights herein granted; (b) Lender and Shamrock have not entered,
      and
      will not enter, into any agreements or activities that will or might interfere
      or conflict with the terms hereof; and (c) all material and services rendered
      and/or submitted by Shamrock will be wholly original with Shamrock and will
      not
      infringe or violate the rights of any third party (including rights of privacy),
      and will not be defamatory. Lender
      hereby represents and warrants that it is a corporation organized and existing
      under and by virtue of the laws of the State of California, that Lender has
      entered into a written contract with Shamrock which is now in full force and
      effect and pursuant to which Lender has the full right and authority to lend
      to
      Company the services of Shamrock upon the terms and conditions herein
      specified.

    


    
      
         

      

      
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    16. MORAL
      CLAUSE:
      Shamrock
      and Shamrock’s Representatives shall maintain a high standard of sportsmanship
      and conduct themselves in a professional and sportsman like manner prior to,
      during, and following each Bout or each Company event which they are present.
      Shamrock and Shamrock’s Representatives shall conduct themselves in manner
      considered to be within commonly accepted standards of decent behavior and
      will
      not conduct themselves in a manner violative of commonly accepted social
      standards, or in manner that is considered lewd, rude, or reprehensible.
      Shamrock and Shamrock’s Representatives shall not commit any act or become
      involved in any situation or occurrence that is illegal of violative of any
      local penal code. Shamrock and Shamrock’s Representatives shall not make any
      statement which will reflect negatively upon Shamrock and Shamrock’s
      Representatives or subjects them to scandal, ridicule, or disdain and to impugn
      Shamrock or Shamrock's Representatives, and shall not make any statement which
      will reflect negatively upon Company or its business affiliates or subjects
      them
      to scandal, ridicule, or disdain, or impugns Company or its business affiliates
      or any of their respective officers, managers, members, employees, or agents.
      Fighter and Fighter’s Representatives shall not act in a manner as to be so
      offensive as to shock or offend the public or any organized group therein,
      or
      reflect unfavorably upon Company or any of Company’s business affiliates. In
      matters involving the development of the creative elements of Shamrock’s persona
      and identity, Company agrees to allow Shamrock to participate with Company
      in
      the development of such creative elements, and Company and Shamrock shall come
      to a mutual agreement as to the development of such creative elements relating
      to Shamrock’s persona and identity. 

    


    Shamrock
      and Shamrock’s Representatives shall not allow, sanction, authorize, accept, or
      be involved with any advertising material or publicity materials that contain
      language, content, or material which is considered to be obscene, libelous,
      slanderous or defamatory, or will not violate or infringe upon, or give rise
      to
      any adverse claim with respect to, any common-law right or any other legal
      cognizable rights including, but not limited to, trademark, service mark,
      copyright (literary, dramatic, music or motion picture right), right of privacy
      or publicity, or contract rights. 

    


    17. INDEMNIFICATION:
      Lender
      and Shamrock hereby agree to indemnify and hold Company and its respective
      employees, officers, directors, shareholders, partners, agents, licensees and
      assigns, harmless from and against any liability, claim, cost, damage, or
      expense (including reasonable outside attorneys’ fees) arising out of or in
      connection with a breach by Lender and/or Shamrock of any representations,
      warranties or agreements contained in this Agreement and/or any claims brought
      by The World Fighter, LLC, International Fight League (IFL) and/or Strike Force
      and their respective parents, subsidiaries and affiliates. Company hereby agrees
      to defend, indemnify and hold Lender and Shamrock harmless against any and
      all
      liability, damages, costs and expenses (including reasonable attorneys' fees),
      in connection with any third party claim or action (other than those arising
      out
      of a breach of any of Lender’s and/or Shamrock’s representations, warranties or
      agreements hereunder or out of any negligence or misconduct by Shamrock) arising
      out of or related to a breach by Company of this Agreement. 

    


    18. INJUNCTIVE
      RELIEF:
      It
      is
      expressly understood and agreed that Lender’s and Shamrock’s rights and remedies
      against Company shall be limited to the right, if any, to recover actual money
      damages in an action at law, and Lender and Shamrock shall not be entitled
      to
      terminate or rescind this Agreement or any of the rights granted hereunder
      to
      Company, or to enjoin or restrain the development, production, distribution,
      advertising or other exploitation of the Website, the Fights and/or Company’s
      merchandising and/or programs and/or any rights therein.
      

    


    
      
         

      

      
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    19. SEVERABILITY:
      Any
      provision of this Agreement which is invalid, illegal, or unenforceable in
      any
      jurisdiction shall, solely as to that jurisdiction, be ineffective to the extent
      of such invalidity, illegality or unenforceability, without affecting in any
      way
      the remaining provisions hereof in such jurisdiction or rendering that or any
      other provisions of this Agreement invalid, illegal or unenforceable in any
      other jurisdiction.

    


    20. ASSIGNMENT:
      This
      Agreement, at the election of Company, shall inure to the benefit of Company’s
      administrators, successors, assigns, licensees, grantees, and associated,
      affiliated and subsidiary companies, and Lender and Shamrock agree that Company
      and any subsequent assignee may freely assign this Agreement and grant its
      rights hereunder, in whole or in part, to any party. Lender and Shamrock shall
      not have the right to assign any of Lender’s and Shamrock’s obligations
      hereunder.

    


    21. ADDITIONAL
      DOCUMENTS:
      Lender
      and Shamrock agree to execute and deliver all such additional documents and
      instruments as Company may request to effectuate the terms and intentions of
      this Agreement. In the event that Lender and Shamrock fail or are unable to
      execute any such documents and/or instruments within five (5) days of Company’s
      request therefore, Lender and Shamrock hereby irrevocably appoint Company as
      Lender’s and Shamrock’s attorney-in-fact for such purpose in Lender’s and
      Shamrock’s name and on Lender’s and Shamrock’s behalf, which power the parties
      acknowledge is a specific power coupled with an interest and is therefore
      irrevocable.  

    


    22. NOTICES:
      Notices
      hereunder shall be in writing and shall be given by personal delivery, facsimile
      or by mailing to the appropriate party at the addresses first written in the
      Agreement, and the date of such personal delivery or facsimile, or the date
      three (3) days after the date of such mailing shall be the date of the giving
      of
      such notice. A copy of all notices to Company shall be sent to Kleinberg Lopez
      Lange Cuddy Edel & Klein, LLP, 2049 Century Park East, Suite 3180, Los
      Angeles, California 90067, Attention: Scott Edel, Esq. 

    


    23. CONFLICTS:
      If any
      provision of this Agreement conflicts with any provision of law, the latter
      shall prevail. However, such conflicting provisions shall be restricted only
      to
      the extent necessary to meet the applicable minimum requirements, and they
      shall
      not affect any other provision hereof or the validity or enforceability of
      this
      Agreement.

    


    24. RIGHT
      TO WITHHOLD:
      Company
      may deduct and withhold from any sums payable to Lender hereunder any amounts
      required to be deducted and withheld by Company pursuant to any present or
      future law, ordinance or regulation of the U.S., or of any state (or subdivision
      of any state) thereof, or of any other country, including, without limitation,
      any country wherein Shamrock renders services hereunder.

    


    25. PRIOR
      CONTENT AND FOOTAGE:
      Lender
      and Shamrock shall obtain and shall cooperate and assist Company in obtaining
      and arranging for Company to have the “non-exclusive” right to use video or
      audio clip recordings of any prior bout content of Shamrock, such as, any non-
      Company bout which Shamrock was a participant and to the extent that Lender
      and
      Shamrock have or can obtain such rights thereto for Company’s usage for the
      purpose of publicizing, Company, Shamrock and/or the Company Bout or events.
      Such rights should be without encumbrances or restrictions on usage by Company.
      All prior content provided to Company by Lender and Shamrock that Shamrock
      created shall be provided as a non-fee license to use by Company. Credit
      MMAE

     

    
      
         

      

      
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    26. BUSINESS
      AND CREATIVE CONTROL:
      Company
      and Shamrock shall reasonably work together and in good faith relating to all
      matters with respect to Shamrock’s services hereunder, including, but not
      limited to, creative, financial, budgetary, facilities and personnel matters.
      Lender and Shamrock acknowledge and agree that Lender and Shamrock have no
      authority to enter into any oral or written agreements or commitments on behalf
      of Company without Company’s prior written approval.
      Prior
      to
      entering into this Agreement, Lender and Shamrock engaged in various business
      opportunities, which are set forth in Exhibit A and B attached hereto. Lender
      and Shamrock hereby agree that Company shall have the exclusive first right
      to
      negotiate for these opportunities and any other future opportunities of Lender
      and Shamrock. If Company waives its right to any single opportunity that shall
      not be understood as a waiver to any other opportunity and Company shall
      continue to have such rights of first negotiation with Lender and
      Shamrock.
       

    


    27. CONFIDENTIALITY:
      Notwithstanding anything to the contrary set forth herein, Lender and Shamrock
      acknowledge and agree that the Confidentiality Agreement dated as of November
      27, 2006 (“Confidentiality Agreement”) between Company and Shamrock shall remain
      in full force and effect and shall be extended to apply to all matters relating
      to the Website and the Fights.

    


    28. CONDITIONS
      PRECEDENT:
      Company’s obligations hereunder are expressly conditioned upon (i) Lender’s and
      Shamrock’s execution and delivery to Company of this Agreement; and (ii)
      Shamrock providing Company with all documents which may be required by any
      government agency or otherwise for Shamrock to render services hereunder,
      including without limitation, an INS form I-9 (Employment Eligibility
      Verification Form) completed to Company’s satisfaction, and original documents
      establishing Shamrock’s employment eligibility.

    


    29. MISCELLANEOUS:
      This
      Agreement constitutes the entire agreement between the parties with regard
      to
      Shamrock’s Personal Services to and for the Company as set forth herein, and
      supersedes all prior agreements written or oral regarding such Personal
      Services. This Agreement shall be construed under the laws of the State of
      California with respect to contracts which are fully performed in said state.
      This Agreement is binding upon and shall inure to the benefit of the respective
      successors and assigns of the parties hereto. If any provision of this Agreement
      shall be found invalid or unenforceable, then such provision shall not
      in-validate or in any way affect the enforceability of the remainder of this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      set forth above.

    


    
      
         

      

      
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    PRO
      ELITE, INC.

    


    


    By:
      ______________________________

    Its:
      ______________________________

    An
      authorized signatory 

     

    


    


    By:
      /s/
      Frank
      Shamrock                                    


    Its:
      CEO                                                              
      

    


    
      
         

      

      
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    INDUCEMENT
      LETTER

    


    


    As
      of
      December 1, 2006

    


    Pro
      Elite, Inc.

    12100
      Wilshire Boulevard

    Suite
      800

    Los
      Angeles, California 90025

    


    Ladies
      and Gentlemen:

    


    As
      an
      inducement to you to enter into the Agreement signed concurrently herewith
      (the
“Agreement”) between ___________________, a California corporation, Federal I.D.
      #______________ (“Lender”), and you (“Company”) with respect to my services for
      Company during the Term of the Agreement, I represent, warrant and agree as
      follows:

    


    1. Lender
      is
      now, and will be at all times during the Term of the Agreement and at all other
      times when my services may be rendered or required thereunder, authorized to
      furnish my services to you as therein provided; and if for any reason my
      employment contract with Lender should expire or be terminated before the
      completion of my services under the Agreement, I will keep and perform all
      of
      the terms and conditions thereof, as though I were a party to the Agreement
      and
      had executed it in place of Lender;

    


    2. That
      I
      will keep and perform all of the terms and conditions of the Agreement and
      will
      perform my services for you during the term thereof, and at all other times
      when
      my services may be rendered or required thereunder, the capacities therein
      specified, conscientiously and to the best of my ability;

    


    3. That
      you
      shall be entitled to apply for equitable relief by injunction or otherwise
      relief to prevent a breach of the Agreement or of my agreements
      hereunder;

    


    4. That
      I
      will look solely to Lender for all compensation for my services under the
      Agreement and you shall have no obligation to compensate me for any services
      to
      be performed by me or for any rights granted to you thereunder;

    


    5. That
      I
      hereby confirm and join in the grant to you of all rights under the Agreement,
      including, but not limited to, all rights granted in and to the results and
      proceeds of my services and the right to use my name and likeness as set forth
      therein, whether or not my employment by Lender should expire or be
      terminated;

    


    6. That
      all
      notices served on Lender in accordance with the provisions of the Agreement
      shall be deemed to be notices to me of the contents hereof; and

    


    
      
         

      

      
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    7. That
      I
      shall indemnify and hold you harmless from and against all liabilities,
      penalties, losses or expenses, including reasonable outside attorneys' fees
      imposed upon, sustained or incurred by you by reason of your failure to deduct
      or withhold from the compensation payable to Lender under the Agreement any
      amounts required to be deducted or withheld by you under the provisions of
      any
      now or hereafter existing law, regulation or collective bargaining
      agreement.

    


    8. For
      purposes of any and all Workers' Compensation statutes, laws, or regulations
      (“Workers' Compensation”), I acknowledge that an employment relationship exists
      between Company and me, Company being my special employer under the Agreement.
      Accordingly, I acknowledge that in the event of my injury, illness, disability,
      or death falling within the purview of Workers' Compensation, my right and
      remedies (and those of my heirs, executors, administrators, successors, and
      assigns) against Company or Company’s affiliated companies and their respective
      officers, agents, and employees (including, without limitation, any other
      special employee and any corporation or other entity furnishing to Company
      or an
      affiliate company the services of any such other special employee) shall be
      governed by and limited to those provided by Workers' Compensation.

     

     

    
      	 	
              Very
                truly yours,

              


              


              


              /s/
                Frank Juarez
                Shamrock             
                

              FRANK
                JUAREZ SHAMROCK

            


    

     

    
 

    
      
         

      

      
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    ADDENDUM

    


    On
      any
      proposed pay per view event (“PPV Event”) in which Shamrock is the main event,
      Shamrock shall have a 30 day right to shop such PPV Event (“Shopping Period”) to
      third parties upon notice from Pro Elite, Pro Elite shall have the right to
      match any bona fide offer from such third party within 20 days of receiving
      written notice of the exact terms of such third party offer from Shamrock.
      If
      Pro Elite fails to match such offer within such 20 days, Shamrock shall be
      free
      to do the applicable PPV Event with such third party provided such applicable
      PPV Event is held within 90 days after the expiration of the Shopping Period
      and
      it does not conflict with a scheduled boxing or mixed martial arts event on
      Showtime. If Shamrock fails to secure any third party offer acceptable to
      Shamrock within the Shopping Period, or Pro Elite matches such third party
      offer, the rights to the applicable PPV Event shall remain with Pro
      Elite.

     

     

    
      	/s/ Frank
              Shamrock             
              	12-12-06
	/s/ Gary
              Shaw                   
                  	12-13-06


    

    
 

    
      
         

      

      
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