SERVICES
      LOANOUT AGREEMENT

     

    This
      SERVICES LOANOUT AGREEMENT (this “Agreement”)
      is
      entered into as of October 3, 2006 by and between Real Sport, Inc., a California
      corporation with its principal office at 9229 Sunset Boulevard, Suite 505,
      Los Angeles, California 90069 (the “Company”),
      and
      Legacy of Life Entertainment, Inc., a California corporation, with its principal
      office at 2708 Foothill Boulevard, No. 317, La Crescenta, California 91214
      (“Legacy”
and
      collectively with the Company and De Luca, as defined below, the “Parties”),
      with
      reference to the following facts:

     

    WHEREAS,
      Legacy is entitled to the services of Douglas De Luca (referred to herein as
      “De
      Luca”);

     

    WHEREAS,
      the Company acknowledges that De Luca is and will continue to be employed as
      a
      producer for ABC, Inc., a division of the Walt Disney Company. 

     

    WHEREAS,
      the Company desires to retain the De Luca, and Legacy is willing to loan De
      Luca’s services to Company, pursuant to the terms hereof;

     

    WHEREAS,
      Legacy desires to commit to an agreement with the Company pursuant to which
      De
      Luca will serve as Company’s Chief Executive Officer for a period of three
      years, from October 1, 2006 till September 30, 2009 (the “Term”);
      and

     

    NOW,
      THEREFORE, the Company and Legacy desire to set forth in this Agreement the
      terms and conditions of the De Luca's employment with the Company.

     

    ARTICLE
      I

    EMPLOYMENT;
      TERM; DUTIES

     

    1.1  Conditions
      Precedent.
      The
      Company’s obligations hereunder (including, but not limited to, payment of any
      and all sums payable to De Luca by Company) are expressly conditioned upon
      the
      successful closing of that certain private offering by Pro Elite, Inc., a New
      Jersey corporation (“Pro
      Elite”),
      on
      October 3, 2006 (the “Private
      Offering”).

     

    1.2  Engagement.
      Upon
      the terms and conditions hereinafter set forth, the Company hereby engages
      Legacy, and Legacy hereby accepts engagement, to cause De Luca to serve as
      Chief
      Executive Officer (“CEO”).
      

     

    1.3  Duties.
      De Luca
      shall perform such duties for the Company as are prescribed by applicable job
      specifications for the CEO, the Bylaws of the Company and such other or
      additional duties as may be assigned to him from time to time by the Board
      of
      Directors of the Company (the “Board”),
      to
      the satisfaction of the Board. 

     

    1.3.1  Legacy
      shall cause De Luca to
      use De
      Luca’s best efforts and abilities faithfully and diligently to promote the
      Company’s business interests. For so long as Legacy is engaged to Company,
      neither Legacy nor De Luca shall, directly or indirectly, either as an employee,
      employer, consultant, agent, investor, principal, partner, stockholder (except
      as the holder of less than 1% of the issued and outstanding stock of a publicly
      held corporation), corporate officer or director, or in any other individual
      or
      representative capacity, engage or participate in any business that is in
      competition in any manner whatsoever with the business of the Company Group,
      which includes Real Sport, Inc., I-Fight, Inc., and MMA Live, Inc., and other
      entities the Company may form in the future, as such businesses are now or
      hereafter conducted. Subject to the foregoing prohibition and provided such
      services or investments do not violate any applicable law, regulation or order,
      or interfere in any way with the faithful and diligent performance by De Luca
      of
      the services to the Company otherwise required or contemplated by this
      Agreement, the Company expressly acknowledges that De Luca may:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)  make
      and
      manage personal business investments of De Luca’s choice without consulting the
      Board; and

     

    (b)  serve
      in
      any capacity with any non-profit civic, educational or charitable organization
      without consulting with the Board.

     

    1.4  Covenants
      of Legacy

     

    1.4.1  Reports.
      Legacy
      shall cause De Luca to use his best efforts and skills to truthfully,
      accurately, and promptly make, maintain, and preserve all records and reports
      that the Company may, from time to time, request or require, fully account
      for
      all money, records, equipment, materials, or other property belonging to the
      Company of which he may have custody, and promptly pay and deliver the same
      whenever he may be directed to do so by the Board.

     

    1.4.2  Rules
      and Regulations.
      Legacy
      and the De Luca shall obey all rules, regulations and special instructions
      of
      the Company and all other rules, regulations, guides, handbooks, procedures,
      policies and special instructions applicable to the Company’s business in
      connection with his duties hereunder and shall endeavor to improve his ability
      and knowledge of the Company’s business in an effort to increase the value of
      his services for the mutual benefit of the Company and the De Luca.

     

    1.4.3  Opportunities.
      Legacy
      shall cause De Luca to make all business opportunities of which he becomes
      aware
      that are relevant to the Company’s business available to the Company, and to no
      other person or entity or to himself individually.

     

    ARTICLE
      II

    COMPENSATION

     

    2.1  Base
      Salary.
      During
      the Term, for all services rendered by De Luca hereunder and all covenants
      and
      conditions undertaken by both Parties pursuant to this Agreement, the Company
      shall pay, and De Luca shall accept, as compensation, an annual base salary
      of
      $200,000 per year through September 30, 2007, and at the amount determined
      by
      the Company thereafter, but not less than 5% per Year (“Base
      Salary”).
      

     

    2.1.1  This
      Base
      Salary shall be payable in accordance with the normal payroll practices of
      the
      Company. 

     

    2.1.2  For
      purposes of this Agreement, “Year”
shall
      mean the twelve-month period beginning on October 1 and ending on September
      30
      of the following year.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.2  Performance
      and Review.
      De
      Luca’s performance will be reviewed on no less than an annual basis.


     

    2.3  Bonus.
      De Luca
      may receive a minimum bonus of $50,000 at the end of each Year. This Bonus
      shall
      be based on the following two factors, each of which shall be given equal weight
      in determining the bonus amount De Luca will receive that Year:

     

    (a)  The
      Company’s performance, based on the performance criteria established by the
      Board in its sole discretion; and

     

    (b)  The
      De
      Luca’s job performance, based on the performance criteria established by the
      Board in its sole discretion. 

     

    2.4  Company
      Shares.
      De Luca
      received 180 shares of the Common Stock of the Company (the “RSI
      Shares”),
      representing 18% of the Company’s outstanding capital stock prior to the Private
      Offering. De Luca understands and agrees that the RSI Shares will be exchanged
      for 4,500,000 shares of Pro Elite, Inc. (“Pro
      Elite”)
      (the
“Pro
      Elite Shares”)
      as
      part of a financing of $10,000,000. The Pro Elite Shares shall be subject to
      the
      provisions set forth below in Section 4.3.

     

    2.4.1  If
      the
      Company shall at any time during the Term (i) subdivide its common stock, by
      split up or otherwise, or combine its common stock, or (ii) issue additional
      shares of its common stock or other equity securities as a dividend with respect
      to any shares of its common stock, the shares shall be proportionately increased
      in the case of a subdivision of stock, or proportionately decreased in the
      case
      of a combination.

     

    2.5  Benefits.
      Should
      De Luca become
      a
      full-time employee of the Company, the Company shall offer De Luca employee
      benefits for him, his wife and his minor children, if any, in the form of health
      care insurance, life insurance, disability insurance, retirement programs,
      etc.,
      as is provided to its executive employees. If the Company does not provide
      employee benefits to its executive employees at the time De Luca becomes a
      full-time employee, the Company will provide to De Luca health, dental, vision
      and/or supplemental disability insurance that is normally provided to executive
      employees in the sports promotion industry for him, his spouse and his minor
      children, if any, until the Company offers health care insurance to its
      executive employees, upon which De Luca shall receive the same employee benefits
      as is provided to the Company’s executive employees. 

     

    ARTICLE
      III

    BUSINESS
      EXPENSES

     

    3.1  Business
      Expenses.
      De Luca
      will be reimbursed for all reasonable, out-of-pocket business expenses incurred
      in the performance of his duties on behalf of the Company consistent with the
      Company’s policies and procedures, including prior approval requirements and
      submission of appropriate supporting documentation. Notwithstanding the
      foregoing, De Luca shall be entitled to “first” class travel accommodations for
      domestic travel and “business” class travel accommodations for international
      travel. 

     

    
      
        
        

      

      
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    ARTICLE
      IV

    TERMINATION
      OF EMPLOYMENT

     

    4.1  Term
      of Employment

     

    Notwithstanding
      Section 4.1.2, De Luca’s employment pursuant to this Agreement shall terminate
      on the earliest to occur of the following:

     

    (a)  upon
      the
      death of De Luca (“Death”);

     

    (b)  upon
      the
      delivery to De Luca of written notice of termination by the Company if De Luca
      shall suffer a physical or mental disability or illness which renders De Luca,
      in the reasonable judgment of the Board, unable to perform his duties and
      obligations under this Agreement for either 60 consecutive days or 180 days
      in
      any 12-month period (“Disability”); 

     

    (c)  upon
      delivery to De Luca of written notice of termination by the Company For
      Cause;
      or

     

    (d)  upon
      the
      delivery to Company from De Luca for Good Reason.

     

    4.2  Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    4.2.1  “For
      Cause”
shall
      mean, in the context of a basis for termination of De Luca’s employment with the
      Company:

     

    (a)  De
      Luca
      is convicted
      of, or pleas nolo
      contendere
      (no
      contest) to, any crime (whether or not involving the Company) constituting
      a
      felony in the jurisdiction involved;

     

    (b)  De
      Luca’s
      willful misconduct in the performance of De Luca’s duties
      hereunder;

     

    (c)  De
      Luca’s
      gross negligence in the performance of his duties hereunder or willful and
      repeated failure or refusal to perform such duties as may be delegated to De
      Luca by Company commensurate with his position; 

     

    (d)  De
      Luca’s
      refusal to work as a full-time employee of Company after the first anniversary
      of this Agreement, upon Company’s request; or 

     

    (e)  De
      Luca
      is in material breach of any provision of this Agreement. 

     

    4.2.2  “Good
      Reason”
giving
      rise to De Luca’s right to terminate this Agreement means if
      De
      Luca claims that Company has materially breached this Agreement, De Luca shall
      have first provided written notice to Company of any such claimed material
      breach with exact details of the claimed material breach and Company shall
      have
      had fourteen (14) days from the date of receipt of such written notice to cure
      any such breach; if curable, and in the event Company does so cure such breach
      within said fourteen (14) days, such claimed breach shall not constitute good
      reason or a breach of this Agreement.  

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.3  Effect
      of Termination

     

    4.3.1   De
      Luca
      acknowledges that in the event of termination of his employment for any reason,
      De Luca shall not be entitled to any severance or other compensation from the
      Company. Without limitation on the generality of the foregoing, this Section
      supersedes any plan or policy of the Company that provides for severance to
      its
      officers or employees, and De Luca shall not be entitled to any benefits under
      any such plan or policy.

     

    4.3.2  De
      Luca
      shall have no obligation to offset any payments he receives from the Company
      following the termination of his employment by any payments he receives from
      his
      subsequent employer, except that any payments De Luca receives under the
      employee benefit plans or programs of a subsequent employer shall offset any
      payments he receives from comparable employment benefit plan or program of
      the
      Company.

     

    4.3.3  Subject
      to Section 4.4 and pursuant to Section 2.4, the Pro Elite Shares shall be
      subject to the following:

     

    (a)  In
      the
      event that the services of De Luca hereunder are terminated by the Company
      For
      Cause or De Luca terminates this Agreement without good reason prior to the
      first anniversary of this Agreement, up to 3,375,000 Pro Elite Shares shall
      be
      automatically returned to the Company and cancelled without any payment to
      De
      Luca; for purposes of this Section 4.3.3(a), the number of Pro Elite Shares
      subject to automatic return and cancellation without any payment to De Luca
      shall be determined on a pro rata basis;

     

    (b)  In
      the
      event that the services of De Luca hereunder are terminated by the Company
      For
      Cause or De Luca or Legacy terminates this Agreement without good reason after
      the first anniversary but prior to the second anniversary of this Agreement,
      2,250,000 Pro Elite Shares shall be automatically returned to the Company and
      cancelled without any payment to De Luca; and

     

    (c)  In
      the
      event that the services of De Luca hereunder are terminated by the Company
      For
      Cause or De Luca terminates this Agreement without good reason after the second
      anniversary but prior to the third anniversary of this Agreement, 1,125,500
      Pro
      Elite Shares shall be automatically returned to the Company and cancelled
      without any payment to De Luca.

     

    4.4  Change
      in Control.
      In the
      event of a “Change in Control,” as defined below, (i) Consultant shall have the
      right to terminate this Agreement, (ii) all Pro Elite Shares granted to De
      Luca
      shall not be subject to Section 4.3, and (iii) upon Consultant’s written notice
      to Company of its intent to terminate, this Agreement will be terminated 14
      days
      after receipt of such notice and the Company and Consultant shall have no
      further obligation or duties to each other, except as provided in Articles
      V and
      VI. 

     

    4.4.1  For
      purposes of this Agreement a “Change in Control” shall mean and be determined to
      have occurred if (A) any person (“Person”) (as such term is used in Sections
      13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended) (the
      “Exchange Act”) is or becomes the beneficial owner (“Beneficial Owner”) (as
      defined in Rule 13d-3 promulgated under the Exchange Act), directly or
      indirectly, of securities of the Company representing fifty one percent (51
      %)
      or more of the combined voting power of the then outstanding securities of
      the
      Company; (B) during any period of two (2) years, a majority of the members
      of
      the Board is replaced by directors who were not nominated and approved by the
      Board; or (C) the Company is combined with or acquired by another company and
      the Board shall have determined, either before such event or thereafter, by
      resolution, that a Change in Control will occur or has occurred.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

    INVENTIONS
      AND TRADEMARK; CONFIDENTIAL INFORMATION; NON-

    DISCLOSURE;
      UNFAIR COMPETITION; CONFLICT OF INTEREST

     

    5.1  Inventions
      and Trademark.
      All
      ideas, inventions, trademarks, proprietary information, know-how, processes
      and
      other developments or improvements developed by De Luca, alone or with others,
      during the Term, that are within the scope of Company’s business operations or
      that relate to Company’s work or projects, are the exclusive property of
      Company. In that regard, Legacy and De Luca agree to disclose promptly to
      Company any and all inventions, discoveries, trademarks, proprietary
      information, know-how, processes or improvements, patentable or otherwise,
      that
      it and/or he may make from the beginning of De Luca’s employment until the
      termination thereof, that relate to the business of Company, whether such is
      made solely or jointly with others. Legacy and De Luca further agree that,
      during the Term, it and he will provide Company with a reasonable level of
      assistance, at Company’s sole option and expense, to obtain patents in the
      United States of America, or elsewhere on any such ideas, inventions, trademarks
      and other developments, and agrees to execute all documents necessary to obtain
      such patents in the name of Company.

     

    5.2  Confidential
      Information.
      Legacy
      shall hold and keep confidential for the benefit of Company all secret or
      confidential information, files, documents other media in which confidential
      information is contained, knowledge or data (collectively the “Confidential
      Information”) relating to Company or any of its affiliated companies, and their
      respective businesses, which shall have been obtained by Legacy and/or De Luca
      during De Luca’s employment by Company or any of its affiliated companies.
      Confidential Information does not include information that is already public
      knowledge at the time of disclosure (other than by acts by De Luca or his
      representatives in violation of this Agreement) or that is provided to De Luca
      by a third party without an obligation with Company to maintain the
      confidentiality of such information. After termination of De Luca’s employment
      with Company, he shall not, without the prior written consent of Company, or
      as
      may otherwise be required by law or legal process, communicate or divulge any
      Confidential Information to anyone other than Company and those designated
      by
      it. Legacy and De Luca shall acknowledge that all confidential documents are
      and
      shall remain the sole and exclusive property of Company regardless of who
      originally acquired the confidential documents. Legacy and De Luca agree to
      return to Company promptly upon the expiration or termination of his employment
      or at any other time when requested by Company, any and all property of Company,
      including, but not limited to, all confidential documents and copies thereof
      in
      his possession or control. Any loss resulting from a breach of the foregoing
      obligations by Legacy and/or De Luca to protect the Confidential Information
      could not be reasonably or adequately compensated in damages in an action at
      law. Therefore, in addition to other remedies provided by law or this Agreement,
      Company shall have the right to obtain injunctive relief, in the appropriate
      court, at any time, against the dissemination by Legacy and/or De Luca of the
      Confidential Information, or the use of such information by Legacy and/or De
      Luca in violation hereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    5.2.1  Restriction
      on Use of Confidential/Trade Secret Information.
      De Luca
      agrees that his use of confidential/trade secret information is subject to
      the
      following restrictions for an indefinite period of time so long as the
      confidential/trade secret information has not become generally known to the
      public:

     

    (a)  Non-Disclosure.
      De Luca
      agrees that he will not publish or disclose, or allow to be published or
      disclosed, confidential/trade secret information to any person without the
      prior
      written authorization of the Company unless pursuant to De Luca’s job duties to
      the Company under this Agreement.

     

    (b)  Non-Removal/Surrender.
      De Luca
      agrees that he will not remove any confidential/trade secret information from
      the offices of the Company or the premises of any facility in which the Company
      is performing services, except pursuant to his duties under this Agreement.
      De
      Luca further agrees that he shall surrender to the Company all documents and
      materials in his possession or control which contain confidential/trade secret
      information and which are the property of the Company upon the termination
      of
      this Agreement, and that he shall not thereafter retain any copies of any such
      materials.

     

    5.2.2  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.
      De Luca
      agrees that at no time after his employment with the Company will he engage
      in
      competition with the Company while making any use of the Company’s
      confidential/trade secret information. De Luca agrees that he will not directly
      or indirectly accept or solicit, whether as an employee, independent contractor
      or in any other capacity, the business of any customer of the Company with
      whom
      De Luca worked or otherwise had access to the Company’s confidential/trade
      secret information pertaining to its business with that customer during the
      last
      year of his employment with the Company.

     

    5.3  Non-Solicitation
      During Employment.
      De Luca
      shall not during his employment inappropriately interfere with the Company’s
      business relationship with its customers or suppliers or solicit any of the
      employees of the Company to leave the employ of the Company.

     

    5.4  Non-Solicitation
      of De Lucas.
      De Luca
      agrees that, for one year following the termination of his employment, he shall
      not, directly or indirectly, ask or encourage any of the Company’s employees to
      leave their employment with the Company or solicit any of the Company’s
      employees for employment.

     

    5.5  Breach
      of Provisions.
      If the
      De Luca breaches any of the provisions of this Section 5, or in the event
      that any such breach is threatened by the De Luca, in addition to and without
      limiting or waiving any other remedies available to the Company at law or in
      equity, the Company shall be entitled to immediate injunctive relief in any
      court, domestic or foreign, having the capacity to grant such relief, to
      restrain any such breach or threatened breach and to enforce the provisions
      of
      this Section 5. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    5.6  Reasonable
      Restrictions.
      The
      parties acknowledge that the foregoing restrictions, as well as the duration
      and
      the territorial scope thereof as set forth in this Section 5, are under all
      of the circumstances reasonable and necessary for the protection of the Company
      and its business.

     

    5.7  Definition.
      For
      purposes of this section 5, the term “Company”
shall
      be deemed to include any parent, subsidiary or affiliate of the
      Company.

     

    ARTICLE
      VI

    MISCELLANEOUS

     

    6.1  Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective legal representatives, heirs, distributees, successors and
      assigns. Neither Legacy nor De Luca may assign any of its or his rights and
      obligations under this Agreement. The Company may assign its rights and
      obligations under this Agreement to any successor entity. 

     

    6.2  Indemnification.
      The
      Company shall indemnify, defend and hold harmless Legacy and De Luca to the
      fullest extent permitted by law from any and all actions, complaints, disputes,
      arbitrations, investigations, guarantees, including but not limited to personal
      guarantees of loans or any other obligation or any other guaranty or the like
      signed by Consultant on behalf of the Company, or any other proceedings of
      any
      kind whatsoever, or threats thereof (“Claims”) and any and all damages, losses,
      expenses (including without limitation reasonable attorneys’ fees, disbursements
      and other charges of counsel incurred by Consultant and selected by Company)
      or
      other liabilities, contingent or otherwise, of any kind whatsoever arising
      from
      or relating to any aspect of Legacy’s or De Luca’s relationship with the Company
      and/or with regard to any personal guaranty signed by Legacy or De Luca on
      behalf of the Company, and any current or future subsidiary or affiliates,
      the
      performance of any of De Luca’s duties hereunder, or otherwise arising from or
      relating to any aspect of Legacy’s or De Luca’s relationship with the Company
      and any current or future subsidiary or affiliates, the performance of any
      of De
      Luca’s duties hereunder, or otherwise arising from or relating to any action or
      inaction of De Luca while serving as an officer or director of the Company
      or,
      if applicable, as an officer or director of the Company, or, if applicable,
      as
      an officer or director of any other entity or as a fiduciary of any benefit
      plan, including without limitation any personal liability of any kind under
      any
      law, rule, regulation, agreement or understanding applicable to the Company
      and
      the persons who serve as officers and directors thereof or any subsidiary or
      affiliate thereof, in all cases relating to matters occurring after October
      3,
      2006, during the Term or thereafter unless a result of De Luca’s gross
      negligence or willful misconduct. The Company shall cover the De Luca under
      general liability insurance, errors and omissions insurance (if any) and any
      other Company insurance, both during and, while potential liability exists,
      after the Term in the same amount and to the same extent as the Company covers
      its other officers and directors and will make available to De Luca any
      certificates of the foregoing.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    6.3  Notices.
      Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by
      telecopier and confirmed within 48 hours by letter mailed or delivered to the
      party to be notified at its or his/hers address set forth herein; or three
      days
      after being sent by registered or certified mail, return receipt requested,
      (or
      by equivalent currier with delivery documentation such as FEDEX or UPS) to
      the
      address of the other party set forth or to such other address as may be
      specified by notice given in accordance with this section 6.2:

     

    
      	
              If
                to the Company:

            	
              Real
                Sport, Inc.

              9229
                Sunset Boulevard, Suite 505

              Los
                Angeles, California 90069

              Telephone: (___)
                ______________

              Facsimile: (___)
                _______________

              Attention:
                ___________________

            
	 	 
	
              If
                to Legacy:

            	
              Legacy
                of Life Entertainment, Inc.

              2708
                Foothill Boulevard, No. 317

              La
                Crescenta, California 91214

              Telephone: (___)
                ______________

              Attention:
                Douglas De Luca

            


    

     

    6.4  Severability.
      If any
      provision of this Agreement, or portion thereof, shall be held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision or portion thereof, and
      shall not in any manner affect or render invalid or unenforceable any other
      provision of this Agreement or portion thereof, and this Agreement shall be
      carried out as if any such invalid or unenforceable provision or portion thereof
      were not contained herein. In addition, any such invalid or unenforceable
      provision or portion thereof shall be deemed, without further action on the
      part
      of the parties hereto, modified, amended or limited to the extent necessary
      to
      render the same valid and enforceable.

     

    6.5  Waiver.
      No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.

     

    6.6  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the Parties with respect
      to
      the subject matter hereof, and supersedes any and all prior agreements between
      the Company and De Luca, whether written or oral, relating to any or all matters
      covered by and contained or otherwise dealt with in this Agreement. This
      Agreement does not constitute a commitment of the Company with regard to De
      Luca’s employment, express or implied, other than to the extent expressly
      provided for herein.

     

    6.7  Amendment.
      No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.

     

    
      
        
        

      

      
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    6.8  Authority.
      The
      Parties each represent and warrant that it or he has the power, authority and
      right to enter into this Agreement and to carry out and perform the terms,
      covenants and conditions hereof.

     

    6.9  Attorneys’
      Fees.
      If
      either party hereto commences an arbitration or other action against the other
      party to enforce any of the terms hereof or because of the breach by such other
      party of any of the terms hereof, the prevailing party shall be entitled, in
      addition to any other relief granted, to all actual out-of-pocket costs and
      expenses incurred by such prevailing party in connection with such action,
      including, without limitation, all reasonable attorneys’ fees, and a right to
      such costs and expenses shall be deemed to have accrued upon the commencement
      of
      such action and shall be enforceable whether or not such action is prosecuted
      to
      judgment.

     

    6.10  Titles.
      The
      titles of the sections of this Agreement are inserted merely for convenience
      and
      ease of reference and shall not affect or modify the meaning of any of the
      terms, covenants or conditions of this Agreement.

     

    6.11  Applicable
      Law; Choice of Forum.
      This
      Agreement, and all of the rights and obligations of the parties in connection
      with the employment relationship established hereby, shall be governed by and
      construed in accordance with the substantive laws of the State of California
      without giving effect to principles relating to conflicts of law.

     

    6.12  Arbitration.

     

    6.12.1  Scope.
      To the
      fullest extent permitted by law, De Luca and the Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the employment
      relationship between the Company and De Luca and any disputes upon termination
      of employment, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law. For the purpose
      of
      this agreement to arbitrate, references to “Company” include all parent,
      subsidiary or related entities and their employees, supervisors, officers,
      directors, agents, pension or benefit plans, pension or benefit plan sponsors,
      fiduciaries, administrators, affiliates and all successors and assigns of any
      of
      them, and this agreement to arbitrate shall apply to them to the extent De
      Luca’s claims arise out of or relate to their actions on behalf of the
      Company.

     

    6.12.2  Arbitration
      Procedure.
      To
      commence any such arbitration proceeding, the party commencing the arbitration
      must provide the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims. In no event shall this notice for arbitration be
      made
      after the date when institution of legal or equitable proceedings based on
      such
      claims would be barred by the applicable statute of limitations. The arbitration
      will be conducted in Los Angeles, California, by a single neutral arbitrator
      and
      in accordance with the then-current rules for resolution of employment disputes
      of the American Arbitration Association (“AAA”).
      The
      Arbitrator is to be selected by the mutual agreement of the Parties. If the
      Parties cannot agree, the Superior Court will select the arbitrator. The parties
      are entitled to representation by an attorney or other representative of their
      choosing. The arbitrator shall have the power to enter any award that could
      be
      entered by a judge of the trial court of the State of California, and only
      such
      power, and shall follow the law. The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the arbitrator. The
      arbitrator shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based. Judgment on the award
      may
      be entered in any court having jurisdiction thereof. The Company shall bear
      the
      costs of the arbitration filing and hearing fees and the cost of the
      arbitrator.

     

    
      
        
        

      

      
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    6.13  This
      Agreement shall not be terminated by any voluntary or involuntary dissolution
      of
      the Company resulting from either a merger or consolidation in which the Company
      is not the consolidated or surviving corporation, or a transfer of all or
      substantially all of the assets of the Company. In the event of any such merger
      or consolidation or transfer of assets, De Luca’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

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

     

    


    
      	
              Legacy
                of Life Entertainment, Inc., a California corporation

               

              By:
                ____________________________________

              Name:
                _____________________________

              Title:  
                _____________________________

               

               

            	
              Real
                Sport, Inc., a California corporation

               

              
                By:
                  ____________________________________

                Name:
                  _____________________________

                Title:  
                  _____________________________

              

               

            
	 	 


    

    


    
      
        
        

      

      
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    ACKNOWLEDGEMENT
      OF LOANOUT

     

    


    As
      an
      inducement to you to enter into the Services Loanout Agreement (“Agreement”),
      dated as of October 3, 2006 between Real Sport, Inc. and Legacy of Life
      Entertainment, Inc. (“Lender”) (with all terms used herein having the same
      meaning as such terms are defined in the Agreement), and as a material part
      of
      the consideration moving to you for so doing, the undersigned hereby represents,
      warrants and agrees as follows:

     

    
      	1.  	
              That
                the undersigned has heretofore entered into an agreement (“Engagement
                Agreement”) with Lender covering the rendition of the undersigned’s
                services for Lender, and that Lender has the right and authority
                to enter
                into the Agreement and to furnish to you the rights and services
                of the
                undersigned upon the terms and conditions therein
                specified.

            


    

     

    
      	2.  	
              That
                the undersigned is familiar with each and all of the terms, covenants
                and
                conditions of the Agreement and hereby consents to the execution
                thereof;
                that the undersigned will be bound by and will duly observe, perform
                and
                comply with each and all of the terms, covenants and conditions of
                the
                Agreement on the part of the undersigned to be performed and complied
                with, even if the Employment Agreement should hereafter expire, be
                terminated (whether by Lender or the undersigned) or suspended; that
                the
                undersigned shall render to you all of the services which are to
                be
                rendered by the undersigned pursuant to the Agreement even if Lender
                shall
                be dissolved or should otherwise cease to exist; and that the undersigned
                hereby confirms that there have been granted to Lender all of the
                rights
                granted by Lender to you under the
                Agreement.

            


    

     

    
      	3.  	
              That
                the undersigned is under no obligation or disability by law or otherwise
                which would prevent or restrict the undersigned from performing and
                complying with all of the terms, covenants and conditions of the
                Agreement
                on the part of the undersigned to be performed or complied
                with.

            


    

     

    
      	4.  	
              That
                the undersigned will look solely to Lender or its associated or subsidiary
                companies and not to you for all compensation and other remuneration
                for
                any and all services and rights which the undersigned may render
                and grant
                to you under the Agreement.

            


    

     

    
      	5.  	
              That
                you shall be entitled to equitable relief against the undersigned
                by
                injunction or otherwise to restrain, enjoin and/or prevent the violation
                or breach by the undersigned of any obligation of the undersigned
                to be
                performed as provided in the Agreement, and/or the violation or breach
                by
                the undersigned of any obligations or agreements under this present
                instrument. You shall have all rights and remedies against the undersigned
                which you would have if the undersigned were your direct employee
                under
                the Agreement and you shall not be required to first resort to or
                exhaust
                any rights or remedies which you may have against the Lender before
                exercising your rights and remedies against the
                undersigned.

            


    

     

    
      
        
        

      

      
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      	6.  	
              That
                the undersigned will indemnify and hold you, your employees, officers
                and
                assigns harmless from and against any and all taxes which you may
                have to
                pay and any and all liabilities (including judgments, penalties,
                interest,
                damages, costs and expenses including reasonable attorneys’ fees, whether
                or not litigation is actually commenced) which may be obtained against,
                imposed or suffered by you or which you may incur by reason of your
                failure to deduct and withhold from the compensation payable under
                the
                Agreement any amounts required or permitted to be deducted and withheld
                from the compensation of an employee under the provisions of the
                Federal
                and California Income Tax acts, the Federal Social Security Act,
                the
                California Unemployment Insurance Act and/or any amendments thereof
                and/or
                any other statutes or regulations heretofore or hereafter enacted
                requiring the withholding of any amount from the compensation of
                an
                employee.

            


    

     

    
      	7.  	
              That
                the undersigned will not amend or modify the Employment Agreement
                with
                Lender in any particular manner that would prevent or interfere with
                the
                performance of the undersigned’s services for you or the use and ownership
                of the results and proceeds thereof, pursuant to the
                Agreement.

            


    

     

    
      	 	
               

              _______________________

              Douglas
                De Luca

            


    

    


    
      
        
        

      

      
        13