INVESTOR
      RIGHTS AGREEMENT

     

    This
      Investor Rights Agreement (this “Agreement”)
      is
      made and entered into as of January 3, 2007, by and among Pro Elite, Inc.,
      a New Jersey corporation (the “Company”), Showtime Networks Inc. (“SNI”), Gary
      Shaw (“Shaw”), Douglas DeLuca (“DeLuca”) and Santa Monica Capital Partners II,
      LLC, (“SMCP”) with reference to the following.

     

    A. Pursuant
      to the Securities Purchase Agreement, dated as of the date hereof, (the
“Purchase
      Agreement”)
      between the Company and SNI, the Company agreed to sell to SNI (i) 1,666,667
      of
      Units at a per Unit price of $3.00, each Unit consisting of three shares of
      the
      Company’s Common Stock (the “Shares”)
      and a
      warrant to purchase one Share (the “Placement
      Warrants”);
      (ii)
      one warrant to purchase an additional 2,500,000 Shares exercisable immediately
      (the “Vested
      Warrants”);
      and
      (iii) one warrant to purchase 2,500,000 Shares vesting in the future (the
“SNI
      Warrants”).

     

    B. In
      connection with the purchase of Shares, SNI has the right to appoint one or
      two
      members of the Board of Directors as provided herein. 

     

    C. SMCP,
      Shaw and DeLuca have each agreed to vote the Shares owned by such person,
      respectively, in favor of the election of the SNI designee to the Company’s
      board of directors, and to allow SNI to participate along with SMCP, Shaw and/or
      DeLuca in certain sales of capital stock.

     

    The
      Company, SNI, Shaw, DeLuca and SMCP hereby agree as follows:

     

    1.  Definitions.
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement shall have the meanings given such terms in the Purchase
      Agreement. As used in this Agreement, the following terms shall have the
      following meanings:

     

    “Closing”
means
      the closing of the transactions contemplated by the Purchase
      Agreement.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      shares of the Company’s Common Stock.

     

    “Derivative
      Securities”
means
      any securities or rights convertible into, or exercisable for, Common Stock,
      including options and warrants.

     

    “Effectiveness
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      earlier of (a) the 120th
      day
      following the filing of the Registration Statement, and (b) the fifth trading
      day following the date on which the Company is notified by the Commission that
      the Registration Statement will not be reviewed or is no longer subject to
      further review and comments. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a)
      except
      that for purposes of Section 6(d), the Effectiveness Period shall extend until
      all Shares issuable upon exercise of the Placement Warrants, the Vested Warrants
      and the SNI Warrants have been sold or may be sold without volume restrictions
      pursuant to Rule 144(k).

     

    “Filing
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      later to occur of the 45th
      calendar
      day following the date that the Company receives a request from SNI that the
      Company effect a registration with respect to at least 50% of the Registrable
      Securities or six months from the effective date of the Investor Registration
      Statement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time, of Registrable
      Securities. 

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Investor
      Registration Statement”
means
      the registration statement covering the resale of securities of the Company
      issued to investors on October 3, 2006.

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “New
      Securities”
means,
      collectively, equity securities of the Company, whether or not currently
      authorized, as well as
      Derivative Securities.

     

    “Owned”
means,
      with respect to the number of Shares of owned by SNI, the number of Shares
      owned
      as of record by SNI, or CBS Corporation or any entity controlled by CBS
      Corporation to which SNI transfers any securities of the Company.

     

    “Person”
means
      any individual, partnership, corporation, group, trust or other legal
      entity.

     

    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2(a).

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    “Proportionate
      Percentage”
means
      for the purposes of Section 8, the pro rata
      percentage of the number of Shares to which a Section 8 Offer relates that
      shall be entitled to Transfer to the Section 8 Offeror, which pro rata
      percentage, as to SNI, shall be the percentage figure which expresses the ratio,
      on a Common Stock equivalent basis, between the number of Shares Owned by SNI
      and the aggregate number of Shares owned by a Section 8 Offeree at the date
      of
      determination.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus. 

     

    
      
        
        

      

      
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    “Registrable
      Securities”
means,
      as to this Agreement only, (a) all of the Shares, and (b) all of the
      Shares issuable upon exercise of the Placement Warrants, the Vested Warrants
      and
      the SNI Warrants, together with any Shares issued or issuable upon any stock
      split, dividend or other distribution, recapitalization or similar event with
      respect to the foregoing. 

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to the registration statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference in the registration statement. 

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule. 

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule. 

     

    “Sale
      of the Corporation”
means
      the sale of the Company to any Person or Persons pursuant to which such Person
      or Persons acquire (i) capital stock of the Company possessing the voting power
      under normal circumstances to elect a majority of the Company’s board of
      directors (whether by merger, consolidation or sale or transfer of the Company’s
      capital stock) or (ii) all or substantially all of the Company’s assets as
      determined on a consolidated basis.

     

    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).

     

    “Transfer”
means
      any assignment, sale, disposition or any other like transfer of
      securities.

     

    2.  Registration.

     

    (a)  On
      or
      prior to the Filing Date, the Company shall prepare and file with the
      Commission, and in accordance with the Securities Act and all applicable
      regulations promulgated thereunder, the Registration Statement covering the
      resale of all of the Registrable Securities (or so much of the Registrable
      Securities as SNI requests to be included therein) for an offering to be made
      on
      a continuous basis pursuant to Rule 415. The Registration Statement required
      hereunder shall be on Form SB-2 (except if the Company is not then eligible
      to
      register for resale the Registrable Securities on Form SB-2, in which case
      the
      Registration shall be on another appropriate form in accordance herewith).
      The
      Registration Statement required hereunder shall contain (except if otherwise
      directed by the Holders) substantially the “Plan of Distribution” attached
      hereto as Annex A. Subject to the terms of this Agreement, the Company shall
      use
      its best efforts to cause the Registration Statement to be declared effective
      under the Securities Act as promptly as possible after the filing thereof,
      but
      in any event not later than the Effectiveness Date, and shall use its best
      efforts to keep the Registration Statement continuously effective under the
      Securities Act until the date when all of the Shares have been sold or may
      be
      sold without volume restrictions pursuant to Rule 144(k) as determined by the
      counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and acceptable to the Company’s transfer agent and the affected
      Holders (the “Effectiveness
      Period”).

     

    
      
        
        

      

      
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    (b)  Notwithstanding
      the foregoing obligations, if the Company furnishes to SNI a certificate signed
      by the Company’s chief executive officer stating that in the good faith judgment
      of the Company’s Board of Directors it would be materially detrimental to the
      Company and its shareholders for such registration statement to either become
      effective or remain effective for as long as such registration statement
      otherwise would be required to remain effective, because such action would
      (i)
      materially interfere with a significant acquisition, corporate reorganization,
      or other similar transaction involving the Company; (ii) require premature
      disclosure of material information that the Company has a bona fide business
      purpose for preserving as confidential; or (iii) render the Company unable
      to
      comply with requirements under the Securities Act or Exchange Act, then the
      Company shall have the right to defer taking action with respect to such filing,
      and any time periods with respect to filing or effectiveness thereof shall
      be
      tolled correspondingly, for a period of not more than thirty (30) days after
      the
      request of SNI; provided,
      however,
      that
      the Company may not invoke this right more than once in any twelve (12) month
      period; and provided
      further
      that the
      Company shall not register any securities for its own account or that of any
      other stockholder during such thirty (30) day period other than pursuant to
      a
      registration relating to the sale of securities to employees of the Company
      pursuant to a stock option, stock purchase, or similar plan; a registration
      on
      any form that does not include substantially the same information as would
      be
      required to be included in a registration statement covering the sale of the
      Registrable Securities; or a registration in which the only Common Stock being
      registered is Common Stock issuable upon conversion of debt securities that
      are
      also being registered.

     

    3.  Registration
      Procedures.

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:

     

    (a)  Not
      less
      than five trading days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto, the Company shall,
      (i) furnish to the Holders copies of any disclosure relating to the Holders,
      including but not limited to the entire Selling Stockholder and Plan of
      Distribution sections which sections shall be subject to the review of such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of respective counsel, to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that the Company
      is
      notified of such objection in writing no later than two trading days after
      the
      Holders have been so furnished copies of such documents. Prior to any filing
      relating to the Registration Statement, each Holder agrees to furnish to the
      Company a completed Questionnaire substantially in the form attached to this
      Agreement as Annex B (a “Selling
      Shareholder Questionnaire”)
      within
      five trading days of written request by the Company.

     

    
      
        
        

      

      
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    (b)  (i)
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably practicable to any comments received from the Commission with respect
      to the Registration Statement or any amendment thereto and, as promptly as
      reasonably practicable, provide the Holders true and complete copies of all
      correspondence from and to the Commission relating to the Registration
      Statement; (iv) comply with the provisions of the Securities Act and the
      Exchange Act with respect to the disposition of all Registrable Securities
      covered by the Registration Statement during the applicable period in accordance
      with the intended methods of disposition by the Holders thereof set forth in
      the
      Registration Statement as so amended or in such Prospectus as so supplemented;
      and (v) take all other actions as may be reasonably necessary or appropriate
      in
      furtherance of the matters required by this Section 3(b).

     

    (c)  Notify
      the Holders of Registrable Securities to be sold as promptly as reasonably
      practicable and confirm such notice in writing promptly following the day (i)(A)
      when a Prospectus or any Prospectus supplement or post-effective amendment
      to
      the Registration Statement is proposed to be filed; (B) when the Commission
      notifies the Company whether there will be a “review” of the Registration
      Statement and whenever the Commission comments in writing on the Registration
      Statement (the Company shall upon request provide true and complete copies
      thereof and all written responses thereto to each of the Holders); and (C)
      with
      respect to the Registration Statement or any post-effective amendment, when
      the
      same has become effective; (ii) of any request by the Commission or any other
      Federal or state governmental authority during the period of effectiveness
      of
      the Registration Statement for amendments or supplements to the Registration
      Statement or Prospectus or for additional information; (iii) of the issuance
      by
      the Commission or any other federal or state governmental authority of any
      stop
      order suspending the effectiveness of the Registration Statement covering any
      or
      all of the Registrable Securities or the initiation of any Proceedings for
      that
      purpose; (iv) of the receipt by the Company of any notification with respect
      to
      the suspension of the qualification or exemption from qualification of any
      of
      the Registrable Securities for sale in any jurisdiction, or the initiation
      or
      threatening of any Proceeding for such purpose; and (v) of the occurrence of
      any
      event or passage of time that makes the financial statements included in the
      Registration Statement ineligible for inclusion therein or any statement made
      in
      the Registration Statement or Prospectus or any document incorporated or deemed
      to be incorporated therein by reference untrue in any material respect or that
      requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. 

     

    
      
        
        

      

      
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    (d)  Use
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of the Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment. 

     

    (e)  Furnish
      to each Holder, without charge and upon request, at least one conformed copy
      of
      the Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission. 

     

    (f)  Promptly
      deliver to each Holder, without charge and upon request, as many copies of
      the
      Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request in
      connection with resales by the Holder of Registrable Securities. Subject to
      the
      terms of this Agreement, the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders in connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto, except
      after
      the giving on any notice pursuant to Section 3(c)
      until
      the Company has delivered the Advice and either the supplemented prospectus
      or
      the amended Registration Statement as contemplated by Section 6(c).

     

    (g)  Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep the
      Registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by the Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any tax in any such
      jurisdiction where it is not then so subject or file a general consent to
      service of process in any such jurisdiction. 

     

    (h)  If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holders may
      request.

     

    
      
        
        

      

      
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    (i)  Upon
      the
      occurrence of any event contemplated by Section 3(c)(v),
      as
      promptly as reasonably possible, prepare a supplement or amendment, including
      a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading. If
      the
      Company notifies the Holders in accordance with clauses (ii) through (v) of
      Section 3(c)
      above to
      suspend the use of any Prospectus until the requisite changes to such Prospectus
      have been made, then the Holders shall suspend use of such Prospectus. The
      Company will use its best efforts to ensure that the use of the Prospectus
      may
      be resumed as promptly as is practicable. 

     

    (j)  Comply
      with all applicable rules and regulations of the Commission.

     

    (k)  The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of Shares beneficially owned by such Holder and,
      if
      required by the Commission, the person thereof that has voting and dispositive
      control over the Shares. During any periods that the Company is unable to meet
      its obligations hereunder with respect to the registration of the Registrable
      Securities solely because any Holder fails to furnish such information within
      three trading days of the Company’s request, any liquidated damages that are
      accruing at such time as to such Holder only shall be tolled and any Event
      that
      may otherwise occur solely because of such delay shall be suspended as to such
      Holder only, until such information is delivered to the Company. 

     

    4.  Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses with respect to filings required to be made with the trading
      market on which the Common Stock is then listed for trading, (ii) printing
      expenses (including, without limitation, expenses of printing certificates
      for
      Registrable Securities and of printing prospectuses if the printing of
      prospectuses is reasonably requested by the holders of a majority of the
      Registrable Securities included in the Registration Statement), (iii) messenger,
      telephone and delivery expenses, (iv) fees and disbursements of counsel for
      the
      Company, (v) Securities Act liability insurance, if the Company so desires
      such
      insurance, and (vi) fees and expenses of all other Persons retained by the
      Company in connection with the consummation of the transactions contemplated
      by
      this Agreement. In addition, the Company shall be responsible for all of its
      internal expenses incurred in connection with the consummation of the
      transactions contemplated by this Agreement (including, without limitation,
      all
      salaries and expenses of its officers and employees performing legal or
      accounting duties), the expense of any annual audit and the fees and expenses
      incurred in connection with the listing of the Registrable Securities on any
      securities exchange as required hereunder. In no event shall the Company be
      responsible for any broker or similar commissions or, except to the extent
      provided for in the Transaction Documents, any legal fees or other costs of
      the
      Holders. 

     

    
      
        
        

      

      
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    5.  Indemnification.

     

    (a)  Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, managers, members,
      partners, shareholders and employees of each of them, each Person who controls
      any such Holder (within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act) and the officers, directors, agents and
      employees of each such controlling Person, to the fullest extent permitted
      by
      applicable law, from and against any and all losses, claims, damages,
      liabilities, costs (including, without limitation, reasonable attorneys’ fees)
      and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (i) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(c)(ii)
      through (v), the use by such Holder of an outdated or defective Prospectus
      after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective. The Company shall notify the Holders promptly of the institution,
      threat or assertion of any Proceeding of which the Company is aware in
      connection with the transactions contemplated by this Agreement. 

     

    (b)  Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      solely upon: (i) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (ii) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus, or any form of prospectus, or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein not misleading, in each case (A) to
      the
      extent, but only to the extent, that such untrue statement or omission is
      contained in any information so furnished in writing by such Holder to the
      Company specifically for inclusion in the Registration Statement or such
      Prospectus or (B) to the extent that (x) such untrue statements or omissions
      are
      based solely upon information regarding such Holder furnished in writing to
      the
      Company by such Holder expressly for use therein, or (C) to the extent that
      such
      information relates to such Holder or such Holder’s proposed method of
      distribution of Registrable Securities and was reviewed and expressly approved
      in writing by such Holder expressly for use in the Registration Statement (it
      being understood that the Holder has approved Annex A hereto for this purpose),
      such Prospectus or such form of Prospectus or in any amendment or supplement
      thereto or (y) in the case of an occurrence of an event of the type specified
      in
      Section 3(c)(ii)
      through (v), the use by such Holder of an outdated or defective Prospectus
      after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective; provided,
      however,
      that
      the indemnity agreement contained in this Section 5(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of such Holder. In no event
      shall the liability of any selling Holder hereunder be greater in amount than
      the dollar amount of the net proceeds received by such Holder upon the sale
      of
      the Registrable Securities giving rise to such indemnification
      obligation. 

     

    
      
        
        

      

      
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    (c)  Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the
      right to assume the defense thereof, including the employment of counsel
      reasonably satisfactory to the Indemnified Party and the payment of all fees
      and
      expenses incurred in connection with defense thereof; provided, that the failure
      of any Indemnified Party to give such notice shall not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, except
      (and
      only) to the extent that it shall be finally determined by a court of competent
      jurisdiction (which determination is not subject to appeal or further review)
      that such failure shall have prejudiced the Indemnifying Party. 

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (i) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (ii) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (iii) the named parties to any
      such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall reasonably believe
      that a material conflict of interest is likely to exist if the same counsel
      were
      to represent such Indemnified Party and the Indemnifying Party (in which case,
      if such Indemnified Party notifies the Indemnifying Party in writing that it
      elects to employ separate counsel at the expense of the Indemnifying Party,
      the
      Indemnifying Party shall not have the right to assume the defense thereof and
      the reasonable fees and expenses of one separate counsel shall be at the expense
      of the Indemnifying Party). The Indemnifying Party shall not be liable for
      any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such Proceeding.


     

    Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within ten trading days of written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is not entitled
      to
      indemnification hereunder, determined based upon the relative faults of the
      parties. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (d)  Contribution.
      If a
      claim for indemnification under Section 5(a)
      or
5(b)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
      shall contribute to the amount paid or payable by such Indemnified Party as
      a
      result of such Losses, in such proportion as is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in such Losses as well
      as any other relevant equitable considerations. The relative fault of such
      Indemnifying Party and Indemnified Party shall be determined by reference to,
      among other things, whether any action in question, including any untrue or
      alleged untrue statement of a material fact or omission or alleged omission
      of a
      material fact, has been taken or made by, or relates to information supplied
      by,
      such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms. 

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. Notwithstanding the provisions of this Section
      5(d),
      no
      Holder shall be required to contribute, in the aggregate, any amount in excess
      of the amount by which the proceeds actually received by such Holder from the
      sale of the Registrable Securities subject to the Proceeding exceeds the amount
      of any damages that such Holder has otherwise been required to pay by reason
      of
      such untrue or alleged untrue statement or omission or alleged omission, except
      in the case of fraud by such Holder. 

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties. 

     

    6.  Rights
      and Obligations of Holders and the Company.
      

     

    (a)  Remedies.
      In the
      event of a breach by the Company or by a Holder of any of their obligations
      under Sections 2 and 3 of this Agreement, each Holder or the Company, as
      the case may be, in addition to being entitled to exercise all rights granted
      by
      law and under this Agreement will be entitled to specific performance of its
      rights under this Agreement. The parties agree that monetary damages would
      not
      provide adequate compensation for any losses incurred by reason of a breach
      by
      it of any of the provisions of this Agreement and hereby further agrees that,
      in
      the event of any action for specific performance in respect of such breach,
      it
      shall waive the defense that a remedy at law would be adequate. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (b)  Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement. 

     

    (c)  Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder’s receipt of the copies of
      the supplemented Prospectus and/or amended Registration Statement or until
      it is
      advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company will use its best efforts to ensure that
      the
      use of the Prospectus may be resumed as promptly as it practicable. 

     

    (d)  Piggyback
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account under the Securities Act of any
      of
      its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with the stock option
      or
      other employee benefit plans, then the Company shall send to each Holder a
      written notice of such determination and, if within fifteen days after the
      date
      of such notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, subject to customary
      underwriter cutbacks applicable to all holders of registration rights. In such
      event, the provisions of Section 3
      shall
      apply to such a registration.

     

    (e)  Amendments
      and Waivers.
      The
      provisions of the registration rights hereunder, including the provisions of
      this sentence, may not be amended, modified or supplemented, and waivers or
      consents to departures from the provisions hereof may not be given, unless
      the
      same shall be in writing and signed by the Company and Holders of at least
      66%
      of the then outstanding Registrable Securities. 

     

    (f)  Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    7.  Rights
      to Future Stock Issuances. 

     

    7.1 Right
      of First Offer.
      Subject
      to the terms and conditions of this Section 7.1 and applicable securities
      laws, if the Company proposes to offer or sell any New Securities, the Company
      shall first offer such New Securities to SNI in accordance with this Section
      7.

     

    (a)  The
      Company shall give notice (the “Offer
      Notice”)
      to
      SNI, stating (i) its bona fide intention to offer such New Securities, (ii)
      the
      number of such New Securities to be offered, and (iii) the price and terms,
      if
      any, upon which it proposes to offer such New Securities.

     

    (b)  By
      notification to the Company within thirty (30) days after the Offer Notice
      is
      given, SNI may elect to purchase or otherwise acquire, at the price and on
      the
      terms specified in the Offer Notice, up to that portion of such New Securities
      which equals the proportion that the Shares Owned by SNI bears to the total
      Shares outstanding. The closing of any sale pursuant to this Section 6.1(b)
      shall occur within ninety (90) days of the date that the Offer Notice is
      given.

     

    (c)  The
      Company may, during the ninety (90) day period following the expiration of
      the
      periods provided in Section 6.1(b), offer and sell the remaining unsubscribed
      portion of such New Securities to any Person or Persons at a price not less
      than, and upon terms no more favorable to the offeree than, those specified
      in
      the Offer Notice. If the Company does not enter into an agreement for the sale
      of the New Securities within such period, or if such agreement is not
      consummated within thirty (30) days of the execution thereof, the right provided
      hereunder shall be deemed to be revived and such New Securities shall not be
      offered unless first reoffered to SNI in accordance with this Section
      6.1.

     

    (d)  The
      right
      of first offer in this Section 6.1 shall not be applicable to
      (i) securities from time to time issued or deemed issued to employees or
      directors of, or consultants to, the Company or any of its subsidiaries or
      event
      participants pursuant to a compensation plan or agreement approved by the Board
      of Directors of the Company, (ii) the issuance of securities pursuant to the
      conversion, exercise, or exchange of Derivative Securities outstanding on the
      date hereof; (iii) the issuance of securities in connection with a bona fide
      business acquisition by the Company, whether by merger, consolidation, purchase
      of assets, exchange of stock, or otherwise; (iv) securities from time to time
      issued in connection with any antidilution or price protection provisions;
      or
      (v) or pursuant to an underwritten public offering. Notwithstanding the
      foregoing, with respect to securities issued to a strategic investor or the
      Derivative Securities therefor, if the Company is unable to provide to SNI
      an
      Offer Notice in advance so that the SNI shall have sufficient time to respond
      as
      provided in subparagraph (b), the Company shall have the right to issue such
      securities subject to the right of SNI to purchase the New Securities after
      such
      issuance in accordance with subparagraph (b).

     

    (e)  The
      purchase price for the New Securities which SNI elects to purchase (the
“Purchase Price”) shall be paid in cash, or, at the option of SNI, for
      advertising at the applicable rate card at the time of placement on such media
      outlet or outlets owned by CBS Corporation or its subsidiaries, or a combination
      thereof, subject to the good faith negotiation between the parties as to the
      outlet, timing, placement, content and appearance of the advertising, provided,
      however, that unless otherwise expressly agreed to by the Company, the maximum
      amount of the Purchase Price payable in advertising with respect to New
      Securities for a particular Offer Notice shall be $1,000,000 with the remaining
      amount to be paid in cash.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    7.2 Termination.
      The
      covenants set forth in Section 7.1 shall terminate and be of no further force
      or
      effect at such time as the aggregate number of Shares beneficially owned by
      SNI,
      CBS Corporation and all other persons under the control of CBS Corporation
      (for
      purposes hereof, the number of Shares beneficially owned by such persons shall
      include the Shares issuable upon the exercise of any outstanding Placement
      Warrants, Vested Warrants and SNI Warrants) is less than 5% of the Shares
      outstanding.

     

    8.  Right
      of Co-Sale.

     

    (a)  In
      the
      event that SMCP, Shaw and/or DeLuca (each, a “Section
      8 Offeree”)
      receives a bona fide arms length offer (the “Section 8
      Offer”)
      from a
      Person (the “Section 8
      Offeror”)
      to
      acquire any Shares owned by such Section 8 Offeree for a specified price payable
      in cash or otherwise and on specified terms and conditions, such Section 8
      Offeree shall promptly forward a notice (the “Section 8
      Notice”)
      complying with Section 8(b) to SNI. Subject to Section 8(c) and (d)
      such Section 8 Offeree shall not Transfer any Shares to the Section 8
      Offeror unless the terms of the Section 8 Offer are extended to SNI with
      respect to its Proportionate Percentage of Common Stock to which the
      Section 8 Offer relates, whereupon SNI shall be entitled to Transfer to the
      Section 8 Offeror pursuant to the Section 8 Offer SNI’s Proportionate
      Percentage of Common Stock to which the Section 8 Offer
      relates.

     

    (b)  The
      Section 8 Notice shall set forth (i) the number of Shares to which the
      Section 8 Offer relates and the name of the Section 8 Offeree, (ii)
      the name and address of the Section 8 Offeror, (iii) the proposed amount
      and type of consideration including, if the consideration consists in whole
      or
      in part of non-cash consideration, such information available to such Section
      8
      Offeree as may be reasonably necessary for SNI to properly analyze the economic
      value and investment risk of such non-cash consideration and the terms and
      conditions of payment offered by the Section 8 Offeror, and (iv) that the
      Section 8 Offeror has been informed of the co-sale rights provided for in
      this Section 8 and has agreed to purchase Shares in accordance with the
      terms of this Section 8. 

     

    (c)  The
      provisions of this Section 8 shall not apply to any sale by a Section 8 Offeree
      in a brokers’ transaction (as such term is defined in Rule 144), pursuant to an
      effective resale registration statement, in connection with the transfer to
      any
      affiliate of such Section 8 Offeree, in connection with a bona fide gift, for
      compensation purposes, or pursuant to any hedging or similar
      transaction.

     

    (d)  The
      covenants set forth in Section 8 shall terminate and be of no further force
      or
      effect at such time as the aggregate number of Shares beneficially owned by
      SNI,
      CBS Corporation and all other persons under the control of CBS Corporation
      (for
      purposes hereof, the number of Shares beneficially owned by such persons shall
      include the Shares issuable upon the exercise of any outstanding Placement
      Warrants, Vested Warrants and SNI Warrants) is less than 5% of the Shares
      outstanding.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    9.  Sale
      of the Company.

     

    (a)  Right
      of First Refusal.
      Notwithstanding anything herein to the contrary, the Company shall not enter
      into any agreement with respect to any Sale of the Company, the board of
      directors of the Company shall not approve any Sale of the Company, and SMCP,
      Shaw and DeLuca shall vote any shares of the Company owned by such party, and
      shall cause any shares of the Company over which such party has voting control
      to be voted, against any Sale of the Company unless the Company first provides
      to SNI written notice (at least 14 days in the case of a sale to Time Warner
      Inc. or Liberty Media Corporation (or any successor owner of the businesses,
      or
      substantially all of the assets of, the business units of such entities
      currently known as HBO and Starz/Encore) or any of their affiliates or at least
      5 days in the case of any other Person) setting forth the terms of such proposed
      Sale of the Company. Within such notice period, SNI shall have the right to
      match such offer in which case the Company shall use its reasonable efforts
      to
      agree to, and enter into good faith negotiations with SNI (or CBS Corporation
      or
      such other entity controlled by CBS Corporation designated by SNI) with respect
      to, definitive documentation for a Sale of the Company based on the terms set
      forth in such notice. In the event that SNI (or CBS Corporation or such other
      entity controlled by CBS Corporation designated by SNI) and the Company enter
      into definitive agreements with respect to a Sale of the Company, and SMCP,
      Shaw
      and DeLuca shall vote any shares of the Company owned by such party, and shall
      cause any shares of the Company over which such party has voting control to
      be
      voted, in favor of such the Sale of the Company.

     

    (b)  The
      covenants set forth in Section 9 shall terminate and be of no further force
      or
      effect at such time as the aggregate number of Shares beneficially owned by
      SNI,
      CBS Corporation and all other persons under the control of CBS Corporation
      (for
      purposes hereof, the number of Shares beneficially owned by such persons shall
      include the Shares issuable upon the exercise of any outstanding Placement
      Warrants, Vested Warrants and SNI Warrants) is less than 5% of the Shares
      outstanding.

     

    10.  Appointment
      to Board.

     

    (a)  SNI
      shall
      have the right to designate one person to be elected to the Company’s board of
      directors, or, pursuant to Section 10(b) below, two persons to be elected to
      the
      Company’s board of directors (the “SNI
      Designees”),
      and
      the Company will use its best efforts to have the SNI Designees elected or
      appointed, and SMCP, Shaw and DeLuca agree to vote or cause to be voted all
      shares of the Company owned by such party or over which such party has voting
      control in whatever manner as necessary to ensure that at each annual or special
      meeting of shareholders at which an election of directors is held or pursuant
      to
      any written consent of the shareholders the SNI Designees shall be elected
      to
      the Board of Directors. The Company shall have the right to approve the SNI
      Designees, such approval not to be unreasonably withheld, delayed or
      conditioned. 

     

    (b)  In
      the
      event that the number of Shares Owned by SNI is greater than 20% of the number
      of Shares issued and outstanding, then SNI shall have the right to designate
      two
      persons to be elected to the Company’s board of directors, and all of the rights
      and obligations of the parties to this Agreement with respect to this Section
      10
      shall apply to both SNI Designees

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (c)  Failure
      to Designate a Board Member.
      In the
      absence of any designation from SNI, the director, or directors, as the case
      may
      be, previously designated by SNI and then serving shall be put forth for
      re-election if still eligible to serve as provided herein.

     

    (d)  Removal
      of Board Member.
      The
      Company shall use its best efforts, and SMCP, Shaw and DeLuca agree to vote,
      or
      cause to be voted, all Shares owned by such party, or over which such party
      has
      voting control, from time to time and at all times, in whatever manner as shall
      be necessary, to ensure that:

     

    (i)  no
      SNI
      Designee may be removed from office other than for cause unless such removal
      is
      directed or approved by SNI; and 

     

    (ii)  any
      vacancies created by the resignation, removal or death of a SNI Designee shall
      be filled pursuant to the provisions of this Section 10.

     

    SMCP,
      Shaw and Deluca each agrees to execute any written consents required to perform
      the obligations of this Section 10, and the Company agrees at the request
      of SNI to call a meeting of shareholders for the purpose of electing
      directors.

     

    (e)  The
      covenants set forth in Section 10 shall terminate and be of no further force
      or
      effect at such time as the aggregate number of Shares beneficially owned by
      SNI,
      CBS Corporation and all other persons under the control of CBS Corporation
      (for
      purposes hereof, the number of Shares beneficially owned by such persons shall
      include the Shares issuable upon the exercise of any outstanding Placement
      Warrants, Vested Warrants and SNI Warrants) is less than 5% of the Shares
      outstanding.

     

    11.  Miscellaneous.

     

    (a)  Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be made in accordance with the provisions of the
      Purchase Agreement. 

     

    (b)  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Each Holder may assign their respective rights hereunder in the manner
      and to the Persons as permitted under the Purchase Agreement.

     

    (c)  Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (d)  Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be 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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (e)  Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law. 

     

    (f)  Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

     

    (g)  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. 

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Investor Rights Agreement as
      of
      the date first written above. 

     

     

     

    
      	 	
              PRO
                ELITE, INC.

               

               

              By:
                /s/ Douglas
                DeLuca                                         
                

                    
Name: Douglas
                DeLuca

                    
Title: Chief
                Executive Officer

               

            
	 	 
	 	
              SHOWTIME
                NETWORKS INC.

               

               

              By:
                /s/                                                                        
                

               

               

            
	 	 
	 	
              SANTA
                MONICA CAPITAL PARTNERS II, LLC

               

              By:
                Santa Monica Capital, LLC

               

              By:
                /s/ David
                Marshall                                             
                

                    
Name: David
                Marshall

                    
Title: Manager

               

            
	 	 
	 	
              GARY
                SHAW

               

               

              /s/
                Gary
                Shaw                                                                
                

               

               

            
	 	
              DOUGLAS
                DELUCA

               

               

              /s/ Douglas
                DeLuca                                                   
                  

               

               

            


    

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    ANNEX
      A

     

    PLAN
      OF DISTRIBUTION

     

    The
      Selling Stockholders (the “Selling
      Stockholders”)
      of the
      common stock (“Common
      Stock”)
      of Pro
      Elite, Inc., a New Jersey corporation (the “Company”)
      and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of Common Stock on any stock exchange,
      market or trading facility on which the shares are traded or in private
      transactions. These sales may be at fixed or negotiated prices. The Selling
      Stockholders may use any one or more of the following methods when selling
      shares: 

     

    
      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers; 

            


    

     

    
      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction; 

            


    

     

    
      	·  	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account; 

            


    

     

    
      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	·  	
              privately
                negotiated transactions;

            


    

     

    
      	·  	
              settlement
                of short sales entered into after the date of this
                prospectus;

            


    

     

    
      	·  	
              broker-dealers
                may agree with the Selling Stockholders to sell a specified number
                of such
                shares at a stipulated price per share;


            


    

     

    
      	·  	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	·  	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise; or
                

            


    

     

    
      	·  	
              any
                other method permitted pursuant to applicable law.
                

            


    

     

    The
      Selling Stockholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus. 

     

    Broker-dealers
      engaged by the Selling Stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. Each
      Selling Stockholder does not expect these commissions and discounts relating
      to
      its sales of shares to exceed what is customary in the types of transactions
      involved. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    In
      connection with the sale of our common stock or interests therein, the Selling
      Stockholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Stockholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Stockholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such transaction).


     

    The
      Selling Stockholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Stockholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock. 

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Stockholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act.

     

    Because
      Selling Stockholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus,
      which qualify for sale pursuant to Rule 144 under the Securities Act, may be
      sold under Rule 144 rather than under this prospectus. Each Selling Stockholder
      has advised us that they have not entered into any agreements, understandings
      or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Stockholders. 

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Stockholders without registration and
      without regard to any volume limitations by reason of Rule 144(k) under the
      Securities Act or any other rule of similar effect or (ii) all of the shares
      have been sold pursuant to the prospectus or Rule 144 under the Securities
      Act
      or any other rule of similar effect. The resale shares will be sold only through
      registered or licensed brokers or dealers if required under applicable state
      securities laws. In addition, in certain states, the resale shares may not
      be
      sold unless they have been registered or qualified for sale in the applicable
      state or an exemption from the registration or qualification requirement is
      available and is complied with. 

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to our common stock for a period of two business
      days prior to the commencement of the distribution. In addition, the Selling
      Stockholders will be subject to applicable provisions of the Exchange Act and
      the rules and regulations thereunder, including Regulation M, which may limit
      the timing of purchases and sales of shares of our common stock by the Selling
      Stockholders or any other person. We will make copies of this prospectus
      available to the Selling Stockholders and have informed them of the need to
      deliver a copy of this prospectus to each purchaser at or prior to the time
      of
      the sale. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    ANNEX
      B

     

    Pro
      Elite, Inc.

     

    SELLING
      SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     

    The
      undersigned beneficial owner of common stock, (the “Common
      Stock”),
      of
      Pro Elite, Inc., a New Jersey corporation (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form SB-2 (the “Registration Statement”) for the
      registration and resale under Rule 415 of the Securities Act of 1933, as amended
      (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Investor Rights
      Agreement, dated as of December ___, 2006 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers named therein. A copy of the Investor Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement. 

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus. 

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement. 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     


    QUESTIONNAIRE

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate: 

     

    
      	
              1.  

               

            	
              Name.

            
	 	
              (a)  

               

            	
              Full
                Legal Name of Selling Securityholder 

              _____________________________________________________________________

            
	 	 	 
	 	
              (b)  

               

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are held:


              
                _____________________________________________________________________

              

            
	 	 	 
	 	
              (c)  

               

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the questionnaire): 

              
                _____________________________________________________________________

              

            
	 	 	 
	
              2.  

               

            	
              Address
                for Notices to Selling Securityholder: 

               

              Telephone:
                ______________________________________________________________________________

               

              Fax:
                ____________________________________________________________________________________

               

              Contact
                Person:
                ___________________________________________________________________________

            
	 	 
	
              3.  

               

            	
              Beneficial
                Ownership of Registrable Securities: 

            
	 	
              (a)  

               

            	
              Type
                and Number of Registrable Securities beneficially owned: 

               

              
                _____________________________________________________________________

                
                  _____________________________________________________________________

                  
                    _____________________________________________________________________

                  

                

              

            
	 	 
	
              4.  

               

            	
              Broker-Dealer
                Status:

            
	 	
              (a)  

               

            	
              Are
                you a broker-dealer?

            
	 	 	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 	 	 	 
	 	 	
              Note: If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)  

               

            	
              Are
                you an affiliate of a broker-dealer?

            
	 	 	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 	 	 	 
	 	
              (c)  

               

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable Securities?

            
	 	 	 
	 	 	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 	 	 	 
	
              5.  

               

            	 	
              Beneficial
                Ownership of Other Securities of the Company Owned by the Selling
                Securityholder. 

            
	 	 	
              Except
                as set forth below in this Item 5, the undersigned is not the beneficial
                or registered owner of any securities of the Company other than the
                Registrable Securities listed above in Item 3.

            
	 	 	 
	 	
              (a)  

               

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

               

              
                _____________________________________________________________________

                _____________________________________________________________________

                
                  _____________________________________________________________________

                  
                    _____________________________________________________________________

                     

                  

                

              

            
	
              6.  

               

            	 	
              Relationship
                with the Company:

            
	 	 	
              Except
                as set forth below, neither the undersigned nor any of its affiliates,
                officers, directors or principal equity holders (owners of 5% of
                more of
                the equity securities of the undersigned) has held any position or
                office
                or has had any other material relationship with the Company (or its
                predecessors or affiliates) during the past three years. State any
                exceptions here:

            
	 	 	 
	 	 	
              State
                any exceptions here:

              
                _____________________________________________________________________

                
                  _____________________________________________________________________

                

              

            


    

    


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective. 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus. 

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent. 

     

    


    
      	
              Dated: ________________

            	
              Beneficial
                Owner

               

              
                _________________________________

              

               

               

              By:
                _______________________________

              Name:
                _________________________________

              Title:
                __________________________________

            


    

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO: 

     

     

     

    
      
        
        

      

      
        23