UNARMED
      COMBATANT PROMOTIONAL AGREEMENT

    


    


    This
      Unarmed Combatant Promotional Agreement ("Agreement") is made and entered as
      of
      the date that this Agreement is executed by Fighter ("Effective Date") and
      is
      made and entered into by and between Pro Elite Inc., (herein after “Pro Elite”)
      and ______________, Lender, and Frank Juarez Shamrock, (hereinafter,
      collectively and/or individually as applicable, "Fighter"). This Agreement
      shall
      define, set forth and control the parties’ relationship and all parameters
      relating thereto. If prior to the execution of this Agreement, a Letter of
      Understanding/Intent or another agreement was entered into and executed by
      and
      between Fighter and Pro Elite Fighter acknowledges and understands that the
      terms set forth in such previously executed agreement shall remain in full
      force
      and effect, and Fighter shall be contractually bound and obligated to perform
      in
      accordance with the terms set forth therein. Upon the execution of this
      Agreement, the terms, conditions and rights set forth in this Agreement shall
      fully define, set forth and control the parties’ relationship, and all other
      terms and agreements by and between Fighter and Pro Elite shall be void, unless
      specifically referred to herein or set forth in a subsequent writing signed
      by
      Pro Elite and Fighter.
      

    


    RECITALS

    


    WHEREAS,
      Pro Elite is in the business of creating, developing and promoting mixed martial
      arts, boxing, martial arts, and unarmed combatant fighting events and
      competitions both domestically and throughout the world under the trade names
      of
      Pro Elite and/or other names that Pro Elite shall create or use. As part of
      its
      business, Pro Elite desires to enter into this Agreement with Fighter to be
      the
      exclusive promoter for Fighter's bouts for the period of time and under certain
      terms as set forth herein. Additionally, Fighter by and through this Agreement
      hereby grants certain ancillary or other rights to Pro Elite in perpetuity
      as
      set forth herein; 

    


    WHEREAS,
      Fighter represents that he is a professional mixed martial arts fighter, boxer
      or martial artists who desires to enter into this Agreement with Pro Elite
      for
      the purpose of Pro Elite being Fighter’s exclusive promoter for Fighter's future
      bouts for a period of time and certain terms as set forth herein. Additionally,
      Fighter hereby grants certain and specific ancillary or other rights to Pro
      Elite in perpetuity. If by way of this Agreement, Pro Elite and Fighter are
      not
      entering into an “exclusive” promoter relationship, then attached hereto as
      Exhibit A are the terms and conditions relating to the non-exclusive nature
      of
      the parties agreement relating thereto; and 

    


    WHEREAS,
      Pro Elite by and through its authorized representative, and Fighter hereby
      declare, admit and accept that they are of free will and are fully capable
      and
      able to enter into this Agreement and that they are entering into this Agreement
      on their own free will, without force or duress, to create a legally cognizable
      and binding relationship as set forth herein. 

    


    NOW,
      THEREFORE, in consideration of the foregoing, the agreements and promises
      contained herein, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Pro Elite and Fighter agree as
      follows: 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    INCORPORATION
      OF RECITALS

    


    1. The
      recitals set forth above are hereby incorporated herein as though set forth
      in
      full by this reference. 

    


    FIGHTER’S
      GRANT OF RIGHTS TO PRO ELITE

    


    2. Fighter
      hereby grants to Pro Elite the exclusive (as defined and set forth above)
      worldwide right to promote, secure, arrange, coordinate, create, and offer
      any
      and all mixed martial arts, martial arts, or unarmed combatant contests
      (individually, "Bout," and collectively, "Bouts") to be engaged in by Fighter
      during the Term of this Agreement and any extensions thereto. Such rights shall
      constitute and be defined and understood as the "Promotional Rights" granted
      to
      Pro Elite.  

    


    3. Fighter
      hereby grants to Pro Elite the unrestricted worldwide right to exploit and
      use
      to the fullest extent possible any and all content, data, and information and
      any and all property rights and intellectual property rights prepared,
      conceived, developed, manifested in tangible or intangible form, or created
      by
      and through this Agreement with Fighter or Fighter’s Representatives, as well as
      any and all other property rights associated with Pro Elite Pro Elite events,
      or
      Pro Elite’s affiliates of Fighter or Fighter’ Representatives which shall
      include the unrestricted right to fully exploit, use, profit, disseminate,
      display, reproduce, print, publish, edit, and make any other uses of Fighter’s
      names, images, likenesses, voices, personas, signatures, and/or any and all
      information of or relating thereto (collectively defined as "Fighter’s
      Identity"), and shall include all persons associated or affiliated with Fighter
      as it relates to Fighter’s purpose and relationship with Pro Elite or Pro
      Elite’s affiliates as set forth herein, as well as all activities and events of
      Pro Elite. Such rights shall constitute and be defined and understood as the
      "Ancillary Rights" granted to Pro Elite. 

    (Language
      added in paragraph 5) 

    


    4. The
      Promotional Rights and Ancillary Rights or other rights shall be Pro Elite’s
      sole and exclusive tangible or intangible property, as such property may exist,
      in perpetuity and throughout the world, and Pro Elite shall hold such rights
      and
      property free and clear from any and all claims of right or interest of Fighter,
      or anyone or any entity claiming through Fighter, and such Right is not affected
      or diminished by the relationship between Fighter and Pro Elite being
      non-exclusive. The only permitted and allowable exceptions hereto shall be
      set
      forth in a writing signed by an authorized representative of Pro Elite which
      describes in full detail any such exception. The rights granted herein by
      Fighter may be and are referred to collectively and understood as "rights"
      or
“other rights” of Pro Elite and include, but are not limited to, the following:


    


    a. The
      right
      to all event income, revenue, or fees which shall include, but are not limited
      to, venue fees, live event gate receipts, event fees, event income, advertising
      fees, and sponsorship fees. The right to exploit all forms of radio, television,
      and electronic media, which may be live, in real time, or delayed transmission
      and shown or displayed via interactive means, in home or theater, pay-per-view,
      satellite, closed circuit, cable, subscription, antenna, or other means of
      transferring such information or data, as well as via telephone, wireless means,
      cellular phones, computer, cds, cd-rom, dvd, any and all internet applications,
      film, and tape for exhibition in any and all media formats including, but not
      limited to, video and audio cassettes, disks, dvds, video, and computer
      applications and the right to all income, fees or revenue generated therefrom.
      

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    b. The
      right
      to use and exploit Fighter’s relationship with Pro Elite the activities thereof,
      the Bouts, activities pertaining to the Bouts, or other activities or events
      of
      Fighter with Pro Elite including, but not limited to, interviews, press
      conferences, weigh-ins, any behind-the-scenes coverage of Fighter, and Fighter’s
      Bouts which shall include pre and post-fight interviews and press conferences
      and any parts thereof, for any and all commercial or non-commercial exploitative
      purposes and uses by Pro Elite; 

    


    c. Pro
      Elite
      shall have the right to fully or partially exploit, sell, assign, license,
      sublicense, use or otherwise dispose of or disseminate any and all of the rights
      granted herein and to permit, authorize, grant a license to, and grant the
      right
      to exercise any of the Pro Elite rights in Pro Elite’s sole and absolute
      discretion to any affiliate or third party for commercial or non-commercial
      exploitative purposes and uses. Pro Elite shall have the right to do all things
      necessary for the full and complete exploitation, usage, and exercise of these
      rights. Pro Elite shall have the absolute right to assign, license, or transfer
      any or all of the rights granted to it hereunder without fighter’s consent or
      approval, however, Pro Elite must obtain fighter’s consent, which cannot be
      unreasonably withheld, to assign, license, or transfer Pro Elite’s right to
      promote any bout of fighter. 

    


    d. Pro
      Elite
      shall have all rights, title, and interests in and to any and all information,
      data, content, recordings, that are recorded or stored in whatever means, such
      as, film, tape, digital formats, or other means of information, data, or content
      storage used including, without limitation, all television, radio, internet,
      or
      other broadcast or dissemination means used by Pro Elite or its affiliates
      of
      the Pro Elite brand, the Bouts, the Bout Events, or other information, data,
      content, or recordings of Fighter. Pro Elite shall secure in Pro Elite’s name or
      in the name of its affiliate, as designated by Pro Elite all copyright,
      trademark, and other legally cognizable protection to the fullest extent
      available for the benefit, exploitation, ownership, and use of Pro Elite;


    


    e. Pro
      Elite
      shall have the unrestricted worldwide right to exploit, use, edit, disseminate,
      display, reproduce, and publish in any media or medium such rights for the
      purpose of advertising, promotion, publicity, merchandising and exploitation
      of
      the Pro Elite brand, the Bouts, the Bout events, including the use of the
      identity of Fighter such commercial activities; 

    


    f. Pro
      Elite
      shall have the unrestricted worldwide right to exploit, use, display, reproduce,
      publish, and make any other uses of Fighter’s Identity in connection with the
      development, manufacturing, distribution, and/or sale of any and all electronic
      devices, video games, computer games, arcade games, hand held video games,
      cds,
      cd-roms, dvds, internet applications, wireless, video and audio applications,
      as
      well as clothing, apparel, photographs, publishing media, souvenirs, games
      or
      any kind, toys of any kind, or commercial merchandise, and any and all other
      similar type products, including the all packaging elements associate with
      such
      products; and 

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    g. The
      exclusive and unrestricted right to exploit and use the Fighter’s Identity as it
      relates to and involves the Pro Elite brand or the brand of its affiliate
      companies for Pro Elite’s business activities, as well as the business
      activities of any networks, stations, sponsors and other users that Pro Elite
      engages for its business activities and for any business or commercial purpose
      of Pro Elite or one of its affiliates as Pro Elite determines in its sole and
      absolute discretion. 

    


    h. The
      exclusive and unrestricted right to include Fighter and/or create for Fighter
      an
      internet website and domain name(s) for the use on the internet and the right
      to
      utilize and own such internet website and domain name(s) in connection with
      the
      Fighter and the Pro Elite brand, during the Term of this Agreement and any
      extension thereto, without restriction and in whatever way Pro Elite elects.
      Pro
      Elite is under no obligation to register in any way Fighter’s domain names.
      Notwithstanding the aforementioned right granted to Pro Elite Fighter can and
      may maintain his own website unrelated to the Pro Elite. Notwithstanding the
      rights granted herein, Pro Elite does not have the right to utilize www.frankshamrock.com
      as that
      website already belongs to Fighter.  

    


    i. Pro
      Elite
      shall have the rights and interests in any
      musical or theatrical elements that Pro Elite creates, conceives, provides
      for
      Fighter’s use for his appearances, which are different from prior Fighter
      appearances and unrelated to Pro Elite as set forth herein, and such musical
      and
      theatrical elements will be owned solely and exclusively by Company.


    


    5. Upon
      the
      termination of this Agreement or the expiration of the Term of this Agreement
      or
      any extension thereof, or any acceleration by Pro Elite as allowed and provided
      in this Agreement, it is understood and accepted by Fighter that such
      termination, expiration, or acceleration of this Agreement shall not and will
      not affect or terminate the Ancillary Rights or other rights granted by any
      provision of this Agreement as they shall survive any such termination,
      expiration or acceleration. Notwithstanding
      the terms and conditions set forth herein, it is understood and agreed by and
      between Pro Elite and Fighter that Fighter shall retain all property rights,
      interests and rights in the matters set forth in exhibit B and Pro Elite that
      have any interest or rights thereto. 

    


    PRO
      ELITE’S PROMOTION

    


    6. Each
      Bout
      promoted by Pro Elite for Fighter shall be a mixed martial arts, boxing, or
      martial arts contest in the form of a one-on-one unarmed combat between Fighter
      and an opponent to be determined and designated by Pro Elite The unarmed combat,
      the Bout or event, shall be conducted in accordance with and pursuant to the
      rules and regulations of the athletic commission, the governing body, or the
      official authority having jurisdiction over the Bout or event (hereinafter
      to be
      understood as the "Athletic Commission"). Both Fighter and Pro Elite shall
      fully
      comply with and be bound by the rules and regulations of the Athletic
      Commission. For each Bout for which Fighter shall participate as an unarmed
      combatant under this Agreement, such Bout will be in Fighter’s weight class,
      unless the Bout Agreement or a separate writing executed by the parties states
      otherwise.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    7. Pro
      Elite
      shall promote and Fighter shall participate in the minimum number of Bouts
      as
      set forth in this Agreement or any extensions thereto. Pro Elite will have
      complied with its obligations to promote a Bout for Fighter if Pro Elite
      presents an offer to Fighter to promote a Bout in accordance with the terms
      set
      forth herein and Fighter rejects the offer or refuses to participate in the
      Bout. 

    


    8. If
      Pro
      Elite’s event is cancelled or postponed for any reason whatsoever and such event
      includes Fighter’s Bout, then the failure of Fighter’s Bout to not take place
      due to such cancellation or postponement shall
      not
      be
      deemed a breach or non-performance by Pro Elite Pro Elite shall use its best
      efforts to reschedule the cancelled or postponed Bout and the Term of this
      Agreement shall, at Pro Elite ‘s sole discretion and election, be extended by
      the number of days equal to the number of days between the originally scheduled
      date for the Bout and the date on which the rescheduled Bout occurs. Pro Elite
      shall
      not
      be
      liable for Fighter's Bout Purse associated with the Bout or any other purses,
      or
      expenses, or obligations incurred by Fighter or any of Fighter’s agents,
      representatives, employees or affiliates in preparation for or relating to
      the
      Bout. Should such cancellation occur, Pro Elite will notify fighter of the
      rescheduled date, no less than sixty (60) days before the event. 

    


    9. All
      of
      Fighter’s Bouts shall be on the dates and at the sites determined and designated
      by Pro Elite in its sole and absolute discretion. 

    


    EXCLUSIVITY

    


    10. Should
      Pro Elite have the exclusive right to promote all of Fighter's bouts, then
      Fighter shall not participate in or render his services as a professional
      fighter or unarmed combatant or in any other professional capacity to any other
      mixed martial art, martial art, professional wrestling, or any other fighting
      competition or exhibition, except as expressly permitted by this Agreement
      and
      allowed for by Pro Elite in writing. 

    Frank
      is
      providing addendum. 

    


    11. If
      during
      the term of this Agreement or any extension thereof, Fighter is offered or
      solicited to participate as a fighter or unarmed combatant by another promoter,
      Fighter shall inform and notify Pro Elite of the full terms and conditions
      of
      such offer or solicitation in writing and, subject to the written consent of
      Pro
      Elite which may be granted or withheld in Pro Elite‘s sole and absolute
      discretion, Fighter may continue to negotiate with other promoter. Once Pro
      Elite is fully informed in writing of all terms and conditions of the offer
      to
      Fighter of such other event/bout and the event/bout does not conflict with
      Pro
      Elite’s events/bouts for which the Fighter may participate, and the other
      event/bout is scheduled for and shall takes place on a date which is greater
      than sixty (60) days before Pro Elite’s next event/bout or more than sixty (60)
      days after any Pro Elite event/bout, Pro Elite may at its sole and absolute
      discretion allow Fighter to participate therein. If Fighter is given permission
      by Pro Elite or is allowed to participate in a bout promoted by another promoter
      and the terms accepted by Fighter from the other promoter are less than those
      set forth in this Agreement or any extension thereto, then Pro Elite shall
      have
      the full and absolute right to revise the terms herein to be consistent with
      the
      lesser terms of the other promoter. 

    


    
      
         

      

      
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    12. Notwithstanding
      any confidentiality between the other promoter and Fighter relating to their
      agreement, a full and correct copy of any offer or solicitation for any other
      bout shall be furnished to and approved by Pro Elite prior to giving its
      permission to Fighter and prior to Fighter’s execution thereof. If such
      permission is granted by Pro Elite in its sole and absolute discretion, then
      a
      fully executed copy of any such agreement must be provided to Pro Elite within
      five (5) days of execution by Fighter and the other promoter. Notwithstanding
      Pro Elite’s permission, Fighter shall not, during the Term of this Agreement,
      grant promotional or other rights which conflict with the rights granted by
      Fighter hereto. Fighter expressly agrees that this Agreement shall be
      automatically extended for an additional one hundred and twenty (120) days
      for
      each non- Pro Elite promoted bout that Fighter participates in, and any
      reference to the Term herein shall be automatically extended to include any
      such
      extension(s).

    


    TERM

    


    13. The
      term
      of this Agreement ("Term") shall commence on December 1, 2006, and continue
      there from for a term of three (3) years, expiring on November 30, 2009. During
      said Term, Fighter shall participate in a minimum of two (2) bouts, per year,
      promoted by Pro Elite, for three (3) years. Fighter agrees and accepts that
      he
      shall participate as an unarmed combatant in Pro Elite’s February 10, 2007,
      event. 

    


    14. Fighter
      understands and agrees that the Term of this Agreement shall be continued and
      extended for any length of time that the Fighter is unable or unwilling to
      participate as an unarmed combatant and such continuances and extensions shall
      include, but are not limited to, any time period when the Fighter is: disabled,
      sick, or injured; jailed or is incarcerated; Fighter has been suspended or
      his
      ability to participate in a Bout has been revoked by an Athletic Commission;
      his
      ability to travel is restricted by a recognized governmental agency; Fighter
      has
      been called to military duty or other form of civic duty; or Fighter refuses
      to
      prepare for or participate in a Bout for any reason. 

    


    15. Fighter
      acknowledges and accepts that Pro Elite shall not be deemed in default of this
      Agreement to the extent that performance of its obligations under this Agreement
      are delayed or prevented by reason of any act of God, fire, natural disaster,
      war, riots, labor strike or labor difficulties, terrorist activities, power
      failure, unforeseeable acts, acts constituting force majeure, or by reason
      of
      any governmental or Athletic Commission enactment of a regulation or order
      precluding or preventing Pro Elite from undertaking its obligations under this
      Agreement. If there is an occurrence of a force majeure event or other bona
      fide
      action, Pro Elite may elect, in its sole discretion, to suspend this Agreement
      for a period of time equal to the duration of the act or occurrence. Fighter
      acknowledges and accepts that no compensation shall be paid or become due to
      Fighter during such suspended period, which shall, at Pro Elite’s sole and
      absolute discretion, extend the Term of this Agreement. 

    


    COMPENSATION

    


    16. Fighter
      acknowledges and accepts the compensation schedule set forth below for Fighter’s
      participation as an unarmed combatant in a Pro Elite promoted Bout. Compensation
      to Fighter shall take the form of a Fighter’s Purse, only, in the amounts as set
      forth below:

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    a. For
      the
      Pro Elite Bout’s for which Fighter participates as an unarmed combatant in Year
      1 of 3, Fighter’s Purse shall be Two Hundred Thousand Dollars (US $200,000),
      less all permissible or required deductions and withholding. 

    


    b. For
      the
      Pro Elite Bout’s for which Fighter participates as an unarmed combatant in Year
      2 of 3, Fighter’s Purse shall be Three Hundred Thousand Dollars (US $300,000),
      less all permissible or required deductions and withholding. 

    


    c. For
      the
      Pro Elite Bout’s for which Fighter participates as an unarmed combatant in Year
      3 of 3, Fighter’s Purse shall be Four Hundred Thousand Dollars (US $400,000),
      less all permissible or required deductions and withholding. 

    


    17. Fighter's
      Purse shall be paid by Pro Elite or an agent or representative of Pro Elite
      within twenty-four (24) hours of Fighter’s completion of his participation as an
      unarmed combatant in each Bout. If Fighter tests positive for any banned or
      controlled substance as defined or established by the Athletic Commission in
      a
      pre or post-fight drug test, then payment of Fighter’s Purse purses will be
      subject to the discretion of Pro Elite in compliance with the recommendations
      or
      rules of the Athletic Commission. If Pro Elite is aware of, is informed of
      or
      believes that Fighter’s compensation is subject to any domestic or foreign
      deductions or withholdings requirements, whatever they may legally be, which
      may
      or can obligate Pro Elite for payment if not made by Fighter, then Fighter’s
      compensation owed by Pro Elite may be or will be offset and such deductions
      and
      withholdings, which will be held in Pro Elite’s account until such time that the
      matter is satisfactorily resolved in writing. 

    


    18. Fighter
      acknowledges that Fighter’s Purse and the incidentals provided to Fighter as set
      forth in this Agreement shall be the sole and only form of compensation due
      to
      or owed to Fighter by Pro Elite for Fighter’s performance as an unarmed
      combatant in a Bout promoted by Pro Elite. 

    


    19. Should,
      for whatever reason, Fighter’s Purse capable of being earned during an extension
      term or Option Period, not be set forth in this Agreement, it is hereby agreed
      by and between Pro Elite and Fighter that said amounts will be and shall be
      negotiated in good faith between the parties and such omission will not affect
      or void this Agreement or any extension thereof. Fighter expressly acknowledges
      and accepts that such potential amounts are reasonably quantifiable and definite
      because each such Fighter’s Purse shall, at a minimum, be no less than the
      Fighter’s last Bout Purse paid to Fighter by Pro Elite. 

    


    INCIDENTALS

    


    20. In
      addition to Fighter’s compensation, as set forth herein, Fighter shall be
      entitled to the following incidentals or, if different or agreed to in writing
      by Pro Elite those incidentals set forth in the individual Bout Agreement
      ("Incidentals").

    


    a. For
      each
      of Fighter’s Bouts that are non-championship or title bouts which Fighter
      participates as an unarmed combatant, Pro Elite shall provide Fighter with
      five
      (5) hotel or motel rooms, with one being a suite, if available and the others
      being a regular room, and one (1) one business class ticket and three (3)
      round-trip economy class airline tickets from Fighter's residence to the site
      of
      the Bout for use by Fighter and three (3) of Fighter's representatives, who
      shall include, but are not limited to, managers, agents, trainers, seconds,
      sparring partners and other persons associated with Fighter who are connected
      with the Fighter’s Bout (“Fighter’s Representatives”); and 

    


    
      
         

      

      
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    b. For
      all
      of Fighter’s Bouts hereunder, Fighter shall arrive and check into the hotel or
      motel provided to Fighter on the arrival commencement date specified in the
      Bout
      Agreement, which may be up to seven (7) days prior to the date of the Bout
      ("Arrival Date"), and shall depart from and check-out of the hotel or motel
      provided by Pro Elite on the day following the Bout and at a time prior to
      the
      check-out time designated by the hotel or motel ("Departure Date"). Fighter
      and
      Fighter’s Representatives shall present a valid credit card for all expenses
      charged or incurred beyond the cost of the room and Pro Elite shall not be
      and
      is not responsible for any other charges made; and .

    


    c. From
      the
      Arrival Date through the Departure Date, Fighter and one (1) of Fighter’s
      Representatives shall each be provided with either Fifty Dollars (US $50.00)
      cash per day for meals or, at Pro Elite’s discretion, meal vouchers for three
      (3) meals per day; and 

    


    d. For
      each
      Pro Elite Bout that Fighter participates as an unarmed combatant, Fighter shall
      also be provided with twenty (20) general admission tickets, four (4) reserved
      seating tickets, four (4) tickets for seats located within the first five (5)
      rows of the stage, cage, or ring.
      

    


    f. Other
      than the compensation and the specified incidentals set forth herein, Fighter
      and Fighter’s Representatives shall not receive other benefits, charges,
      expenses, or other incidentals of any kind. Further, Fighter and Fighter’s
      Representatives shall not be entitled to receive compensation in lieu of any
      unused or undesired Incidental set forth herein, and Fighter and Fighter’s
      Representatives must provide a personal credit card upon check-in to the hotel
      or motel for which they shall be assigned. 

    


    FURTHER
      ASSURANCES AND COOPERATION

    


    21. For
      each
      Bout, the parties shall execute and comply with the terms of a Bout Agreement
      ("Bout Agreement"), the standard fighter contract required by the Athletic
      Commission ("Standard Fighter Contract"), and any other contract required to
      be
      executed by law, the terms of which shall be consistent with the terms of this
      Agreement. To the extent of any conflict between the terms of this Agreement
      and
      the Bout Agreement with respect to a specific Bout, the Bout Agreement shall
      control.

    


    22. If
      necessary to effectuate the purpose of any the terms and conditions of this
      Agreement or any extensions thereof, Fighter shall and will cooperate with
      Pro
      Elite and execute any and all additional documents, writings or agreements
      necessary for such purpose including, but not limited to, Bout Agreements,
      Fighter Contracts, or any other document required by Pro Elite the Athletic
      Commission, any relevant governmental authority, or governing body who has
      jurisdiction over any Bout. Fighter shall not act or act or fail to take any
      action which that would frustrate the purposes of this Agreement and the Rights
      granted thereby. 

    


    
      
         

      

      
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    23. Fighter
      shall maintain his eligibility to participate as an unarmed combatant and shall
      keep in good standing and current any license or other requirements necessary
      to
      participate as an unarmed combatant in any Pro Elite event and Pro Elite Bout
      for which Fighter is to participate as an unarmed combatant. Fighter shall
      not
      and will not use any illegal drugs or banned substances including, but not
      limited to, banned steroids, marijuana, cocaine, methamphetamine, or any other
      banned drug or substance set forth in the Athletic Commissions rules and
      regulations ("Controlled Substance"). If Fighter tests positive for any
      Controlled Substance in any pre-Bout or post-Bout drug test by the Athletic
      Commission, then Fighter will have violated this Agreement or any extension
      thereof and will be subject to a suspension by Pro Elite for the duration of
      the
      suspension imposed by the Athletic Commission and fighter shall forfeit the
      ability to participate as an unarmed combatant in one bout promoted by Pro
      Elite, to be determined by Pro Elite and will be subject to the holdings of and
      penalties imposed by the appropriate Athletic Commission.
      

    


    24. Fighter
      acknowledges and accepts the responsibility of performing all necessary
      requirements and obligations imposed on Fighter by way of this Agreement, the
      Bout Agreement or the rules and regulations of the Athletic Commission or any
      relevant governmental authority or governing body who has jurisdiction over
      any
      Bout to ensure Fighter’s participation and performance as an unarmed combatant
      in a Bout. Fighter acknowledges and accepts that it is Fighter’s sole obligation
      and responsibility for obtaining all necessary documentation or to comply with
      any and all rules and regulations or licensing requirements for Fighter or
      Fighter’s Representatives to lawfully participate in all Bouts. In this regard,
      Fighter shall provide Pro Elite with true and correct copies of all such
      documentation no less than thirty (30) days prior to any Bout for which Fighter
      will be participating as an unarmed combatant. Fighter’s failure to obtain
      and/or provide such documentation and compliance shall allow Pro Elite at its
      sole and absolute discretion, to do as follows: (a) to undertake the task of
      obtaining the required documentation or compliance and charge Fighter for the
      costs and expenses incurred by deducting such costs and expenses from Fighter’s
      Bout Purse; (b) cancel Fighter’s participation in the Bout for which Fighter was
      to provide such documentation and compliance, with Fighter forfeiting any rights
      to any compensation or incidentals due to Fighter for his participation in
      said
      Bout, and allow Pro Elite to extend the Term of this Agreement for a period
      of
      not more than six (6) months; or (c) accelerate the Term of this Agreement
      and
      terminate Pro Elite’s promotional relationship with Fighter.

    


    25. Fighter
      acknowledges and accepts that Fighter shall pay for and complete a full physical
      and medical examination and undergo necessary testing by a medical doctor or
      health care professional as a means to receive full clearance to participate
      in
      a Bout as an unarmed combatant. Such testing shall include testing for harmful
      and contagious diseases, or ailments or conditions that may affect Fighter’s
      physical or mental abilities including, but not limited, to the following tests
      or types of testing: hepatitis A, B and C, HIV, blood type, urinalysis with
      drug
      screening, EKG, CT SCAN, MRI, ophthalmologic exam, and such other testing that
      Pro Elite the Athletic Commission, any relevant governmental authority, or
      governing body who has jurisdiction over any Bout may require. Such testing
      shall occur and be accomplished in accordance with the time frame set forth
      by
      the Athletic Commission with written notice thereof to Pro Elite within three
      (3) days upon receipt to Fighter or, upon Pro Elite’s request, thirty (30) days
      before the scheduled date of the Bout and the results authorizing formal
      clearance to participate as an unarmed combatant provided to Pro Elite no later
      than fifteen (15) days before the Bout. The results of such testing shall be
      free and clear of any restrictions on Fighter’s physical or mental condition and
      abilities. Any falsification or alteration of such tests, tests results, and
      clearances will be considered and construed by Pro Elite as a material breach
      of
      this Agreement and can and may subject Fighter to civil lawsuit and criminal
      penalties. 

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    26. Fighter
      shall cooperate and assist Pro Elite in any and all advertising, publicity,
      and
      promotion of Fighter’s Bouts, or any and all broadcast or rebroadcast of
      Fighter’s Bouts in any form of media, such as, but not limited to, television,
      ppv, internet, or other electronic or digital means to disseminate such content,
      as well as other Pro Elite bouts or events, other Pro Elite marketing,
      advertising, publicity, or promotions including the marketing, advertising,
      publicity, promotion, sale and distribution of Pro Elite events, ppv, internet
      ppv, merchandise, or other Pro Elite products. Fighter shall fully and in good
      faith cooperate with Pro Elite or with its business affiliates in making
      personal, recorded, or taped appearances at a reasonable number of Bout Events,
      press conferences, interviews, and other promotional activities of Pro Elite
      which may or may not be broadcast, televised, or disseminated. Such
      participation by Fighter shall be without additional compensation, however,
      Pro
      Elite shall arrange for and pay for Fighter’s necessary travel expenses and
      hotel accommodations, and provide Fighter with a $100 cash per day food expense.
      As set forth more fully herein, all such advertising, publicity and promotion
      as
      described in this Agreement shall be and is the sole and exclusive property
      of
      Pro Elite. Notwithstanding the terms set forth in this paragraph, if Fighter
      is
      fully training for his participation as an unarmed combatant in a Pro Elite
      promoted bout, then Fighter and Pro Elite shall make all reasonable attempts
      to
      effectuate the purpose of this paragraph. 

    


    27. Fighter
      shall obtain and shall cooperate and assist Pro Elite in obtaining and arranging
      for Pro Elite to have the “non-exclusive” right to use video or audio clip
      recordings of any prior bout content of Fighter, such as, any non-Pro Elite
      bout
      which Fighter was a participant and to the extent that Fighter has or can obtain
      such rights thereto for Pro Elite’s usage for the purpose of publicizing Pro
      Elite, Fighter and/or the Bout. Such rights should be without encumbrances
      or
      restrictions on usage by Pro Elite.

    


    28. Prior
      to
      any Bout, Fighter will in fact obtain in writing all necessary rights,
      clearances, licenses, permissions, or use rights, and will have paid any and
      all
      fees, relating to the depiction, display, use and appearance of any creative
      expression, clothing apparel, sportswear and equipment including, but not
      limited to, trunks, robes, shoes, shirts, or any other part of the Fighter’s
      wardrobe or ensemble, which will be displayed in any form or manner whatsoever,
      such as, wording, phrases, symbols, pictures, designs, print or any other means,
      such as the trademarks, service marks, brand identities, copyrights, personal
      rights, property rights, names, voices, and likenesses of any and all persons,
      businesses, or entities which will be or are displayed or exhibited by Fighter
      or any of Fighter’s Representatives at any Pre-Bout Event, Bout, or Post-Bout
      Event of Pro Elite. In this regard, Fighter will transfer of all said rights
      described herein to Pro Elite or its business affiliates, and warrants that
      the
      exercise of the rights granted herein will not infringe or violate any rights
      or
      property interests of any third party including, but not limited to, trademark,
      service mark, brands identities, copyrights, personal rights, property rights,
      contract rights, or any other legally cognizable rights of any third party.
      

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    PROPERTY
      RIGHTS

    


    29. By
      way of
      this Agreement and any extensions thereto, and as set forth herein, Pro Elite
      owns any and all property rights and intellectual property rights prepared,
      conceived, developed, manifested in tangible or intangible form, or created
      by
      and through this Agreement with Fighter or Fighter’s Representatives, as well as
      any and all other property rights associated with Pro Elite Pro Elite events,
      or
      Pro Elite’s business through its affiliates with Fighter. Such ownership by Pro
      Elite shall be free and clear of any other person or entity, unless a specific
      exception hereto is set forth in writing and is signed by Pro Elite Fighter
      relinquishes as such rights and interests, and Fighter shall not use or utilize,
      or authorize or approve of any use or utilization of any of Pro Elite’s property
      or intellectual property rights or other property rights including, but not
      limited to, the names and marks associated with Pro Elite Pro Elite bouts,
      and
      Pro Elite events and any and all logos, pictures or other representations or
      depictions of Pro Elite’s intellectual property or property rights without first
      obtaining Pro Elite’s written consent and approval, which can and may be
      withheld by Pro Elite and in Pro Elite’s sole and absolute discretion.
      Additionally, Fighter shall not utilize the intellectual property rights or
      other property rights of any of Pro Elite’s sponsors or Pro Elite’s subsidiaries
      and affiliates associated with Pro Elite Pro Elite events or its business
      operations without first obtaining Pro Elite’s written consent and approval.
      Notwithstanding the rights set forth herein, it is understood and agreed by
      and
      between Pro Elite and Fighter that Fighter shall retain all property rights,
      interests and rights in the matters set forth in exhibit B and Pro Elite that
      have any interest or rights thereto.
      (Frank
      to provide addendum)

    


    30. By
      way of
      this Agreement and any extensions thereto, and as set forth in other sections
      herein, Pro Elite owns any and all property rights and intellectual property
      rights in and to any and all advertising, publicity, and promotion of Fighter,
      of Fighter’s Bouts, or any and all broadcast or rebroadcast of Fighter’s Bouts
      in any form of media, such as, but not limited to, television, ppv, internet,
      or
      other electronic or digital means to disseminate such content, as well as other
      Pro Elite bouts or events, other Pro Elite marketing, advertising, publicity,
      or
      promotions including the marketing, advertising, publicity, promotion, sale
      and
      distribution of Pro Elite events, ppv, internet ppv, merchandise, or other
      Pro
      Elite products. 

    


    SPONSORSHIP
      AND COMMERCIAL IDENTIFICATION

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    31. Fighter
      shall submit to Pro Elite for its approval, the name, identity, logo or other
      identifying element of a sponsor of Fighter. Pro Elite reserves the right to
      preclude any of Fighter’s sponsor for cause, such as, the sponsor conflicts with
      or is in competition with Pro Elite’s or any of Pro Elite’s sponsors or the
      sponsorship will cause injury to the reputation of Pro Elite or Pro Elite’s
      sponsors and/or their respective officers and owners or will impugn the identity
      of Pro Elite or any of Pro Elite’s sponsors. Should Fighter attempt to display
      or display any name, identity, logo or other identifying element of a sponsor
      that has not been pre-approved in writing by Pro Elite or its affiliates, Pro
      Elite may deem such an act a breach of this Agreement. If possible, Pro Elite
      in
      its sole and absolute discretion, shall cause Fighter to immediately remove
      such
      unauthorized element, have Fighter seek immediate approval and release of the
      right to display and use such element, or remove Fighter from participating
      in
      the Bout. If Pro Elite determines that one of Fighter’s sponsors are
      impermissible and cannot be displayed in association with Fighter during his
      participation as an unarmed combatant in a Pro Elite promoted bout, which shall
      include weigh-ins and post bout coverage and events, because of a conflict
      with
      one of Pro Elite’s sponsors, then Pro Elite will reimburse Fighter for their
      verifiable loss income relating to these sponsorships for the bout. 

    Frank
      to
      provide addendum with agreements. . 

    


    32. Fighter
      covenants and agrees to accept Pro Elite’s or its affiliate’s limitations or
      restrictions relating to wording, symbols, pictures, designs, names or other
      advertising or informational material which, according to the person or entity
      broadcasting, reproducing, televising, or disseminating, in whatever means
      now
      or then existing, Pro Elite’s events or Pro Elite’s activities involving
      Fighter, and if such are volatile of Pro Elite’s or such other person’s or
      entity’s rules or regulations, any monies or other form of compensation lost by
      Fighter will not be collectible or due from Pro Elite or any of its
      affiliates.

    


    


    CONDUCT
      OF FIGHTER AND FIGHTER’S REPRESENTATIVES

    


    33. Fighter
      and Fighter’s Representatives shall maintain a high standard of sportsmanship
      and conduct themselves in a professional and sportsman like manner prior to,
      during, and following each Bout or each Pro Elite event which they are present.
      Fighter and Fighter’s Representatives shall conduct themselves in manner
      considered to be within commonly accepted standards of decent behavior and
      will
      not conduct themselves in a manner volatile of commonly accepted social
      standards, or in manner that is considered lewd, rude, or reprehensible. Fighter
      and Fighter’s Representatives shall not commit any act or become involved in any
      situation or occurrence that is illegal of volatile of any local penal code.
      Fighter and Fighter’s Representatives shall not make any statement which will
      reflect negatively upon Fighter and Fighter’s Representatives or subjects them
      to scandal, ridicule, or disdain and to impugn Fighter or Fighter's
      Representatives, and shall not make any statement which will reflect negatively
      upon Pro Elite or its business affiliates or subjects them to scandal, ridicule,
      or disdain, or impugns Pro Elite or its business affiliates or any of their
      respective officers, managers, members, employees, or agents. Fighter and
      Fighter’s Representatives shall not act in a manner as to be so offensive as to
      shock or offend the public or any organized group therein, or reflect
      unfavorably upon Pro Elite or any of Pro Elite’s business affiliates.


    


    34. Fighter
      and Fighter’s Representatives shall not allow, sanction, authorize, accept, or
      be involved with any advertising material or publicity materials that contain
      language, content, or material which is considered to be obscene, libelous,
      slanderous or defamatory, or will not violate or infringe upon, or give rise
      to
      any adverse claim with 

    respect
      to, any common-law right or any other legal cognizable rights including, but
      not
      limited to, trademark, service mark, copyright (literary, dramatic, music or
      motion picture right), right of privacy or publicity, or contract rights.


    


    INJURY
      OR
      RETIREMENT

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    35. If
      Fighter at any time during the Term of this Agreement or any extension thereto,
      is offered by Pro Elite a Bout for Fighter to participate as an unarmed
      combatant and Fighter rejects such offer or refuses to participate in such
      a
      Bout or attempts to cancel or postpone such Bout on the basis of an alleged
      injury or other medical or physical condition or disability, Pro Elite shall
      be
      entitled to have the Fighter immediately examined, within twenty-four (24)
      hours
      of receipt of such notice, by a medical doctor selected and paid for by Pro
      Elite. 

    


    36. If
      Fighter at any time during the Term of this Agreement or any extension thereto,
      claims to be injured or permanently or partially disabled, in any capacity,
      Pro
      Elite may, at its election and sole discretion, for each injury or disability
      claimed by Fighter do: (i) extend the Term of this Agreement or any extension
      thereto, for the period of such claimed injury or disability or for a period
      of
      six (6) months, whichever is longer; or (ii) provide Fighter with notice of
      an
      Acceleration of the Agreement and terminate the obligations of Pro Elite to
      offer Fighter Bouts as an unarmed combatant, while retaining all Ancillary
      or
      other rights granted to Pro Elite hereunder. 

    


    37. If
      Fighter at any time during the Term of this Agreement or any extension thereto,
      decides to retire from performing as an unarmed combatant, mixed martial
      artists, boxer, martial artist, or professional fighting, then Pro Elite may,
      at
      its sole and absolute discretion: (i) suspend the Term of this Agreement or
      any
      extensions thereto, for the period of such proclaimed retirement by Fighter;
      (ii) declare that Pro Elite cannot satisfy its obligation to promote future
      Bouts of Fighter by Pro Elite and not be obligated to Fighter for any
      compensation or incidentals of any kind; or (iii) elect to provide Fighter
      with
      notice of an Acceleration and terminate the obligations of Pro Elite to offer
      Fighter bouts as an unarmed combatant, while retaining all Ancillary or other
      rights granted to Pro Elite hereunder. Should Fighter revoke or end his
“retired” status, then Pro Elite shall have the right to enforce its Right of
      First Refusal or Right of First Negotiation as set forth herein. 

    


    ACCELERATION/TERMINATION

    


    38. If
      any of
      the following occur: (a) Fighter fails to or refuses to engage in the minimum
      number of Bouts set forth in this Agreement and offered to Fighter by Pro Elite;
      (b) Fighter or any of Fighter's Representative breach, violate or are in default
      of any provision of this Agreement or any subsequent agreement or Bout Agreement
      entered into between Fighter and Pro Elite; (c) Fighter’s representations or
      warranties set forth or contained herein were falsely made or are no longer
      true
      and correct; or (d) Fighter is found to have taken or tests positive for a
      Controlled Substance or banned substance by an Athletic Commission or Fighter's
      license to participate in bouts is suspended or revoked by an Athletic
      Commission, then Pro Elite upon written and served notice to Fighter, shall
      have
      the right, in its sole and absolute discretion, to accelerate the Term of this
      Agreement and any extensions thereto, and thereby terminate Pro Elite’s
      promotional and other obligations set forth hereunder or under any Bout
      Agreement, then in effect with Fighter, and to terminate Fighter's participation
      in any future Pro Elite Bout, with Acceleration effective as of the date of
      the
      service of written notice of the Acceleration to Fighter. Pro Elite has sole
      and
      absolute discretion to withdraw recognition from Fighter of any title or status
      bestowed upon Fighter by Pro Elite. 

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    39. If
      Pro
      Elite elects to accelerate the Term of this Agreement or any extension thereof,
      Pro Elite shall be without further liability or obligation to Fighter, except
      for the payment of any Fighter's Bout Purse or Win Bonus that may be outstanding
      and owing, less any allowable offset or holdback. Should Pro Elite elect, in
      its
      sole and absolute discretion, to accelerate the Term of this Agreement or any
      extension thereof, such acceleration shall not sever, terminate, or end any
      of
      the Ancillary Rights or other rights granted to Pro Elite under this Agreement
      or any extension thereof, or any other agreement entered into by and between
      Pro
      Elite and Fighter, which shall remain in full force and effect. 

    


    40. Fighter
      acknowledges that his services as a professional unarmed combatant and the
      Ancillary and other rights granted to Pro Elite herein are special, unique,
      extraordinary, and irreplaceable giving them peculiar value, and that in the
      event of Fighter's breach or threatened breach of this Agreement or any
      extension thereof, or any other Agreement, would and could cause Pro Elite
      to
      suffer irreparable damage and injury which could not reasonably or adequately
      be
      compensated by an award of monetary damages in an action at law. If Fighter
      breaches or threatens a breach, fails to cure such breach or threatens a breach
      within 30 days of written notice by Pro Elite, Pro Elite shall be entitled
      to
      all available remedies at law and equitable relief including, but not limited
      to, an injunction against such breach or threatened breach. Fighter hereby
      waives the right to assert the defense that Pro Elite has an adequate remedy
      at
      law to compensate it for its injuries or damages. If Pro Elite files a lawsuit
      claiming equitable relief, then, to the extent that the court requests the
      posting of a bond to obtain an injunction for Fighter’s breach, Fighter hereby
      agrees and stipulates that a bond in the amount of one thousand dollars
      ($1,000.00 USD) shall suffice and no larger amount is needed, even if this
      amount does not reflect the actual or potential injury or damages suffered
      or to
      be suffered.
      

    


    41. If
      Fighter has a good faith belief that Pro Elite has materially breached any
      material provision of this Agreement, or that Pro Elite has unreasonably failed
      or refused to perform its material obligations hereunder, then Fighter shall
      provide Pro Elite with written notice of such alleged breach and shall provide
      Pro Elite with at thirty (30) days to cure such alleged material breach. If
      Pro
      Elite fails to cure the alleged material breach within thirty (30) days of
      receipt of Fighter’s written notice, then Fighter may seek to terminate this
      Agreement or any extension thereof and seek redress for any outstanding
      compensation owed to Fighter hereunder. Fighter hereby expressly accepts and
      understands that his only recourse or remedy for any alleged material breach
      by
      Pro Elite shall be to seek payment for any remaining Bout Purse compensation
      due
      to Fighter pursuant to said Compensation provision contained herein, exclusive
      of and without any potentially applicable Win Bonuses. Notwithstanding any
      actual material breach by Pro Elite of this Agreement, Fighter shall not be
      entitled to receive any consequential, incidental, or punitive damages of any
      sort against Pro Elite.
      

    


    RIGHT
      OF
      NEGOTIATION AND RIGHT TO MATCH

    


    42. At
      the
      expiration of the Term of this Agreement or any extension thereof, Fighter
      agrees to negotiate solely and exclusively with Pro Elite regarding the
      extension or renewal of the expired Term for a period of ninety (90) days
      following the expiration of this Agreement or any extensions thereof
      ("Negotiation Period"). If Pro Elite and Fighter fail to reach agreement on
      the
      terms and conditions of an extension of the Term within the Negotiation Period,
      then Fighter can and may negotiate with another verifiable promotional entity
      provided, however, that Pro Elite is given the opportunity and the right to
      match the written terms of any promotional agreement offered to Fighter by
      such
      other promotional entity prior to Fighter’s acceptance thereof (“Right to
      Match”). Pro Elite’s Right to Match shall exist for a period of nine (6) months
      following the expiration of the aforementioned Negotiation Period (“Right to
      Match Period”). Fighter shall not and cannot accept any offer or enter into a
      contract or agreement with any other promotional entity during The Right to
      Match Period without first complying with this section. 

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    43. Pro
      Elite
      shall have seven (7) days to elect to match the written terms of the offer
      made
      to Fighter by the other promoter (“Pro Elite’s Matching Terms”). If, however,
      Pro Elite rejects the terms or Fighter and Pro Elite cannot come to a mutually
      acceptable agreement on other terms, then Fighter may then accept the offer
      of
      the other promoter, without any material modification thereof. If, however,
      the
      offer from the other promoter is modified in any material way, such modification
      shall give rise to another seven (7) day option period for Pro Elite to match
      the terms of the modified written offer to Fighter. 

    


    REPRESENTATIONS
      AND WARRANTIES

    


    44. Fighter
      represents and warrants to Pro Elite that the following is true and correct,
      and
      that Fighter shall uphold such representations and warranties during the
      duration of the Term of this Agreement or any extensions thereof: (a) Fighter
      shall fully prepare and honestly compete to the best of Fighter's abilities
      in
      all the Bouts for which Fighter is obligated to perform under this Agreement
      and
      any extensions thereto, and that there are no impairments hindering or
      preventing Fighter from doing so; (b) Fighter is entering into this Agreement
      on
      his own free will and understanding and he is not in any manner restricted
      from
      entering into this Agreement and will not hereafter enter into any contract,
      option, or agreement, whether oral or written, which conflicts with the
      provisions or the grant of rights contained in this Agreement or any extension
      thereof or which would or could interfere with Fighter's full and complete
      performance and obligations hereunder or the free and unimpaired exercise by
      Pro
      Elite of any of its rights granted herein; (c) there are no legal or
      professional proceedings, arbitration, mediation, or litigation pending or
      threatened that would affect Fighter or that would or could interfere with
      Fighter's full and complete performance hereunder or the free and unimpaired
      exercise by Pro Elite of any of its rights granted herein; and (d) at the time
      of entering into this Agreement Fighter is not under the influence of any
      medication or Controlled Substance that would affect Fighter’s mental state and
      ability to understand and accept the terms and conditions set forth in this
      Agreement and that Fighter knows of no disability, whether physical or mental,
      that would or could prevent Fighter from the fully and completely performing
      his
      obligations hereunder.

    


    45. Pro
      Elite
      hereby represents and warrants to Fighter that it is a limited liability company
      duly formed under the laws of the State of New Jersey and that the person
      executing this Agreement on behalf of Pro Elite is authorized to do so and
      that
      Pro Elite is able to perform its promotional and payment obligations arising
      under this Agreement or any extension thereof, and there are no legal or
      professional proceedings, arbitration, mediation, or litigation pending or
      threatened that would affect Pro Elite or that would or could interfere with
      Pro
      Elite’s full and complete performance hereunder or the free and unimpaired
      exercise by Pro Elite of any of its obligations set forth herein.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    ASSUMPTION
      OF THE RISK/RELEASE/INDEMNIFICATION

    


    46. Fighter
      fully understands and appreciates that the professional sports of mixed martial
      arts, boxing, or martial arts and engaging in events as an unarmed combatant
      is
      an inherently and abnormally dangerous activity that can result in severe and
      permanent physical or mental injury including, but not limited to, irreversible
      neurological damage, physical and mental disability, or death. Notwithstanding
      these and other risks relating to the health and well being of Fighter, Fighter
      represents that he is a professional in the sport of either mixed martial arts,
      boxing, and/or martial arts, and Fighter has consciously and knowingly evaluated
      the inherent foreseen and unforeseen risk associated in these sports and
      understands and appreciates such risks. Based thereon, Fighter represents and
      hereby declares that he is physically, mentally, emotionally, intellectually
      and
      willingly able to accept and does hereby explicitly accept all foreseen and
      unforeseen risks associated with participating in mixed martial arts, boxing,
      and martial arts. 

    


    47. For
      and
      in consideration of the opportunity to participate in the Bouts set forth in
      this Agreement and any extension thereof, and with full knowledge and complete
      knowledge and understanding of the foreseen and unforeseen risks associated
      therewith, Fighter, for himself, his family, his heirs, assigns, executors,
      administrators, and all other relevant persons or entities (“Releasing Parties”)
      hereby irrevocably accepts and agrees to the fact that the Releasing Parties
      will not file any lawsuit, file any claim or cause of action against Pro Elite
      or its business affiliates and each of their respective parents or subsidiary
      entities, affiliates, successors and assigns, and their respective directors,
      officers, members, managers, owners, employees, agents, contractors, partners,
      shareholders, or representatives, in their individual and/or corporate
      capacities (“Released Parties”) for any injury, illness, disability, loss,
      damage, or harm of any kind whatsoever to Fighter or Fighter’s property or in
      the event of Fighter’s death, however so caused, resulting from, arising out of,
      or in connection with Fighter’s preparation for, travel for, participation in,
      and appearance in any Pro Elite event, Pro Elite Bout, or any activities or
      events associated therewith. 

    


    48. Fighter,
      with full knowledge and complete assumption of all foreseen and unforeseen
      risks, and the Releasing Parties hereby forever voluntarily release, discharge,
      waive and relinquish any and all past, present and future claims or causes
      of
      action that they may have against the Released Parties, as the result of any
      injury, illness, damage, loss or harm to Fighter or Fighter’s property or in the
      event of Fighter’s death, however so caused, resulting from or arising out of or
      in connection with Fighter’s preparation for, travel for, participation in, and
      appearance in any Pro Elite event, Pro Elite Bout, or any activities or events
      associated therewith.
      . 

    


    49. Based
      on
      the aforementioned acknowledgements of Fighter, Fighter hereby irrevocably
      and
      unconditionally consents and agrees that any health insurance and accidental
      death proceeds and benefits provided by Pro Elite under this Agreement, if
      any,
      shall and will constitute and be the only rights or benefits that the Releasing
      Parties may claim or receive for any and all of Fighter’s services performed
      under this Agreement. ..

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    50. Fighter
      shall indemnify, defend and hold Pro Elite and its affiliates, and each of
      their
      respective members, managers, directors, owners, officers, employees,
      representatives, and agents harmless from and against any and all claims,
      damages, injuries, actions, proceedings, expenses, and fees, including the
      attorneys' fees, arising from or relating to Fighter or Fighter’s
      Representatives. Fighter hereby agrees to indemnify and hold Pro Elite and
      its
      respective employees, officers, directors, shareholders, partners, agents,
      licensees and assigns, harmless from and against any liability, claim, cost,
      damage, or expense (including reasonable outside attorneys’ fees) arising out of
      or in connection with a breach by Fighter of any representations, warranties
      or
      agreements contained in this Agreement and/or any claims brought by The World
      Fighter, LLC, International Fight League (IFL), and/or Strike Force and their
      respective parents, subsidiaries and affiliates

    


    INSURANCE

    


    51. If
      required by the rules and regulations of the Athletic Commission, the governing
      body or the official authority having jurisdiction over the Bout, Pro Elite
      will
      provide Fighter with the appropriate health and accidental death insurance
      as
      required by the applicable rule or regulation. Except for the insurance benefits
      being provided by Pro Elite as described in the section, Fighter, for himself,
      his heirs, assigns, executors, and administrators agrees to be solely liable
      for
      and will bear the responsibility and the full and complete cost of any and
      all
      medical treatment and all other costs associated with any injuries resulting
      from any and all of Fighter’s services under this agreement. Fighter assumes all
      risks of injuries sustained outside of a Bout promoted by Pro Elite and
      expressly understands and accepts that any potential insurance policies
      described in this section shall only provide coverage during the actual Bout
      Fighter participated as an unarmed combatant and was promoted by Pro Elite
      under
      this Agreement or any extension thereof. 

    


    52. Pro
      Elite
      has the right, at its sole and absolute election, to obtain other forms of
      insurance relating to Fighter including, but not limited to, insurance against
      Fighter’s failure appear and participate as an unarmed combatant in a Pro Elite
      Bout, for the benefit of Pro Elite and in such amounts as Pro Elite desires
      and
      believes is necessary. Neither Fighter nor any of Fighter's Representatives
      shall have any right, title, or interest in such insurance proceeds or benefits,
      and Fighter and Fighter's Representatives shall cooperate with and assist Pro
      Elite in obtaining and maintaining such coverage, and assist and cooperate
      with
      Pro Elite or the insurance carrier, as required or needed, for Pro Elite’s
      benefit or collection thereof.

    


    


    ASSIGNMENT

    


    53. The
      rights and obligations of Fighter arising from this Agreement and any extension
      thereof, as well as any Bout Agreement are unique and personal to Fighter and
      neither the benefits nor the obligations of Fighter hereunder may be assigned,
      pledged or transferred for any reason whatsoever. Pro Elite shall have the
      absolute right to assign, license, or transfer any or all of the rights granted
      to it hereunder without fighter’s consent or approval, however, Pro Elite must
      obtain fighter’s consent, which cannot be unreasonably withheld, to assign,
      license, or transfer Pro Elite’s right to promote any bout of fighter.


    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    INDEPENDENT
      CONTRACTOR STATUS

    


    54. Nothing
      contained in this Agreement or any extension thereof, shall be construed to
      make
      Fighter an employee of Pro Elite or to create an agency relationship between
      Fighter and Pro Elite. Pro Elite has and shall have no financial interest in
      the
      compensation to Fighter, i.e., Fighter’s Bout Purse or Win Bonus, for his
      performance and participation in a Bout, other than legal obligations or
      requirements to withhold or offset monies. Pro Elite intends and Fighter
      acknowledges and accepts that Fighter shall remain and is an independent
      contractor during the term of this Agreement and any extensions thereto. Fighter
      shall be and is responsible for his own actions and conduct, as well as his
      own
      expenses, whatever they may be including, but not limited to, that of Fighter’s
      Representatives, training, equipment, professional memberships, sanctioning
      fees, and medical expenses. 

    


    CONFIDENTIALITY

    


    55. The
      terms
      and conditions set forth in this Agreement are confidential and private, and
      Fighter shall not disclose to the contents herein to any third party who is
      not
      an employee, agent, attorney, or professional consultant to Fighter and are
      acting in such capacity for the purpose of negotiating, executing, or enforcing
      this Agreement. Such disclosure to such persons is on a need-to-know basis
      and
      any information with respect to the terms and provisions of this Agreement
      or
      any other agreement shall remain confidential and private. Should Fighter need
      to disclose the terms of this Agreement for any other purpose, written notice
      must be given to Pro Elite setting forth the purpose of the disclosure, the
      persons or entities involved, and their acknowledgement of the confidential
      nature of this Agreement.

    


    CHOICE
      OF
      LAW, JURISDICTION, VENUE, ENFORCEMENT

    


    56. For
      all
      intents and purposes, this Agreement has been delivered at and shall be deemed
      to have been made in Los Angeles, California and shall be interpreted in
      accordance with the laws of the State of California. Pro Elite and Fighter
      agree
      that the exclusive jurisdiction and venue for the resolution of, the filing
      of
      any lawsuit of, and any dispute arising from or relating to this Agreement
      shall
      lie in the Los Angeles County Superior Court for the State of California. Each
      of the parties hereto irrevocably consents to the service of process in any
      such
      proceeding by the mailing of a copy of the summons and complaint by first-class
      mail to such party in accordance with the notice provisions of this Agreement.
      

    


    57. If
      for
      any legal cognizable reason any provision of this Agreement is found to be
      illegal, invalid, or unenforceable as to its purpose, such finding shall not
      make that provision or the Agreement illegal, invalid, or unenforceable as
      to
      any other purpose. If such finding is made, the Pro Elite shall have the
      opportunity to cure or modify the offending provision so that it becomes legal,
      valid and enforceable or, if not capable of such curing or modification, then
      such provision shall be considered and understood to be deleted without
      affecting in any manner whatsoever the legality, validity, or enforceability
      of
      any other provision of this Agreement. 

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    58. Any
      waiver by Pro Elite or Fighter of any breach or default of the terms of this
      Agreement shall not be deemed to be a waiver of any preceding or subsequent
      breach or default. For a waiver to be valid and enforceable it must be in
      writing, specify the breach or default concerned and be signed by the party
      against whom the waiver is sought to be enforced. 

    


    59. In
      the
      event that Pro Elite or Fighter retains counsel to enforce or interpret this
      Agreement any other writing or agreement entered into by and between Pro Elite
      and Fighter through legal proceedings, mediation, or arbitration, or for the
      resolution of any conflict or dispute arising from or pertaining to this
      Agreement or any other writing or agreement entered into by and between Pro
      Elite and Fighter, the prevailing party shall be entitled to recover from the
      other party all attorneys’ fees and costs related to such proceedings. It is
      hereby agreed by and between Pro Elite and Fighter that prior to the filing
      of a
      lawsuit in a court of competent jurisdiction for the reasons set forth in this
      paragraph the parties will first attempt to resolve their dispute through either
      mediation or arbitration utilizing the services and rules of JAMS of Southern
      California. 

    


    CONTROLLING
      AGREEMENT

    


    60. Other
      than Bout Agreement or other Fighter contracts which may be entered into


    by
      the
      parties pursuant to the terms of this Agreement, it is understood or agreed
      by
      Pro Elite and Fighter that this Agreement sets forth in full and integrates
      the
      entire understanding between Fighter and Pro Elite and supersedes any and all
      prior or contemporaneous written or oral agreements, negotiations or
      representations between the parties with respect to the subject matter hereof.
      This Agreement may not be altered, amended, or discharged by either Fighter
      or
      Pro Elite except by a subsequent writing signed by the parties hereto. This
      Agreement can and may be executed in counterparts, each of which shall be deemed
      an original and all of which shall collectively constitute one and the same
      instrument. Facsimile signatures by the parties hereto shall be and are as
      effective as though an original signature of the party. 

    


    61. The
      provisions of this Agreement are for the sole and exclusive benefit and purpose
      of Pro Elite and Fighter and their successors and assigns. No third party shall
      be a beneficiary of or have any rights under this Agreement. Any and all
      headings of this Agreement are for convenience and reference only and do not
      constitute a substantive part of this Agreement and shall not be considered
      for
      the purpose of interpreting this Agreement. While the parties have jointly
      negotiated the terms and conditions set forth herein, the parties agree that
      any
      ambiguities shall be resolved in good faith by the parties without any reference
      or blame as to which party may have drafted the provision. 

    


    NOTICE
      AND COMMUNICATION

    


    62. Any
      notice or other communications given or sent pursuant to this Agreement shall
      be
      in writing and shall be deemed given when personally delivered the party,
      delivered by confirmed facsimile transmission, or five (5) days following the
      date such notice is mailed postage paid for registered or certified mail, return
      receipt requested, to the following addresses of Pro Elite and Fighter, and
      to
      their respective representatives: 

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    To
      Pro
      Elite:

    _____________________________

    _____________________________

    


    To
      Fighter:

    _____________________________

    _____________________________

    _____________________________

    With
      copy
      to:

    _____________________________

    _____________________________

    _____________________________

     

    With
      a
      copy to:

    _____________________________

    _____________________________

    _____________________________

     

    A
      written
      notice of any change of address or information contained above shall be given
      to
      the respective party within three (3) days of any such change.

    


    ACKNOWLEDGEMENT
      OF LEGAL SIGNIFICANCE

    


    64. Fighter
      has had the opportunity to consult with an attorney or other representative
      of
      Fighter choice regarding this Agreement, and Fighter and such other
      representative appreciates, understands, and accepts the legal significance
      and
      consequences of signing this Agreement. Fighter has not been forced to sign
      this
      Agreement against his own free will and Fighter is in fact signing this
      Agreement for the purposes set forth herein. 

    


    (See
      Last
      Page)

    


    


    IN
      WITNESS HEREOF, the parties hereby execute this Agreement as of the dates set
      forth below, with the date of the Fighter’s execution constituting the Effective
      Date of this Agreement. 

    


    Pro
      Elite
      Inc.

    


    _____________________________

    Gary
      Shaw, President of Live Events

    Date:
      ______________________ 

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    FIGHTER
      

    


    _____________________________

    Signature:
      

    _____________________________
      

    Print
      Name

    _____________________________

    Social
      Security No.: 

    _____________________________
      

    Passport
      / Identifying No. (Origin) 

    Date:
      _______________________ 

    


    (See
      Last
      Page)

    


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    


    


    While
      the
      relationship established and entered into by and between Pro Elite Inc. (“Pro
      Elite”) and Frank “Shamrock” Juarez (“Fighter”) is an exclusive promotional
      relationship, and is governed according to the terms and conditions set forth
      in
      the Agreement, Pro Elite and Fighter agree that Fighter has a pre-existing
      commitment to perform in one (1) mixed martial arts event promoted by Strike
      Force on a date to be determined, but in no event can such Strike Force event
      take place on or conflict with Pro Elite’s schedule event for which Fighter is
      participating in on February 10, 2007. Fighter shall keep Pro Elite fully
      informed as to the status of such pre-existing commitment.

    


    Dated:
      ______________________

    


    ____________________________

    Pro
      Elite
      Inc.

    


    ____________________________

    Name
      and
      Title

    


    


    Dated:
      ______________________

    


    ____________________________

    Frank
      Juarez Shamrock 

    


    
      
         

      

      
        22