CONSULTING
      AGREEMENT

     

    This
      CONSULTING AGREEMENT (this “Agreement”)
      is
      entered into as of October 3, 2006 by and among Real Sport, Inc., a California
      corporation with its principal office at 9229 Sunset Boulevard, Suite 505,
      Los
      Angeles, California 90069 (the “Company”),
      Gary
      Shaw, an individual (“Shaw”),
      and
      Gary Shaw Productions MMA, LLC, a New Jersey limited liability company
      (“Consultant”
and
      collectively with the Company and Shaw, the “Parties”),
      with
      reference to the following facts:

     

    WHEREAS,
      the Company acknowledges that Shaw actively promotes boxing events and owns
      a
      boxing promotion business;

     

    WHEREAS,
      Consultant acknowledges that the Company desires to engage Shaw’s services, and
      that the Company’s sole reason for entering into this Agreement is to retain
      Shaw’s services;

     

    WHEREAS,
      the Company desires to retain Consultant pursuant to the terms
      hereof;

     

    WHEREAS,
      the Consultant and Shaw desire to commit to an agreement with the Company
      pursuant to which Consultant and Shaw will provide services to the Company
      for a
      period of three years, from October 1, 2006 till September 30, 2009 (the
“Term”);
      and

     

    NOW,
      THEREFORE, the Company and Consultant and Shaw desire to set forth in this
      Agreement the terms and conditions of the Consultant’s and Shaw’s engagement by
      the Company.

     

    ARTICLE
      I

     

    CONSULTING
      ENGAGEMENT; TERM; DUTIES

     

    1.1  Conditions
      Precedent.
      The
      Company’s obligations hereunder (including, but not limited to, payment of any
      and all sums payable to Consultant 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
      Consultant and Shaw, and Consultant and Shaw hereby accept engagement to provide
      consulting services, and Shaw hereby accepts engagement to serve as President
      (“President”)
      of MMA
      Live, Inc., a wholly owned subsidiary of the Company (the “Subsidiary”).
      The
      Consultant’s and Shaw’s services shall include those services relating to the
      business requested from time to time by an executive officer or the Board of
      Directors (the “Board”)
      of the
      Company, including, but not limited to, the following: 

     

    1.2.1  Advise
      the Company in matters pertaining to it business, operations and industry;
      

     

    1.2.2  Assist
      the Company in schedule and event production; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2.3  Assist
      the Company in:

     

    (a)  business
      strategy, 

     

    (b)  sponsorship
      presentations and opportunities, 

     

    (c)  management
      and selection of fighters, 

     

    (d)  business
      operations,

     

    (e)  corporate
      governance, and 

     

    (f)  negotiations
      and consultations for media coverage contracts, including, but not limited
      to,
      distribution and licensing agreements

     

    (the
      “Services”).

     

    1.2.4  Duties
      as President.
      Shaw
      shall perform such duties for the Subsidiary as are prescribed by applicable
      job
      specifications for the President, the Bylaws of the Subsidiary 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”),

     

    1.2.5  Consultant
      and Shaw shall use their best efforts and abilities faithfully and diligently
      to
      promote the Company’s business interests and to perform the Services. For so
      long as Consultant is engaged to Company, both Consultant and Shaw shall use
      their best efforts to not, 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., 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 Consultant
      of the services to the Company otherwise required or contemplated by this
      Agreement, the Company expressly acknowledges that Consultant and Shaw
      may:

     

    (a)  make
      and
      manage personal business investments of Consultant’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.

     

    1.2.6  For
      purposes of this Agreement, the business of the Company shall not include
      boxing, or the management or promotion of boxing events. The
      business of the Company shall include: (i) Mixed Martial Arts, and the
      production, distribution, merchandising, marketing, advertising, promotion
      thereof, (ii) online social networking and online depository for any and all
      sports and physical activities, (iii) maintenance, upgrade and servicing of
      Company’s websites on the world wide web related to any and all sports and
      physical activities, (iv) online social networking technology &
services.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    1.3  Covenants
      of Consultant

     

    1.3.1  Reports.
      Consultant shall use its 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 it may have custody, and promptly pay and deliver the same whenever it
      may
      be directed to do so by the Board.

     

    1.3.2  Rules
      and Regulations.
      Consultant and Shaw 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 its duties hereunder and shall endeavor to improve its ability
      and knowledge of the Company’s business in an effort to increase the value of
      its services for the mutual benefit of the Company and the
      Consultant.

     

    1.3.3  Opportunities.
      Consultant and Shaw shall make all business opportunities of which it 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  Consideration.
      During
      the Term, for all services rendered by Consultant hereunder and all covenants
      and conditions undertaken by both Parties pursuant to this Agreement, the
      Company shall pay, as full consideration for the Services the sum of $250,000
      per year through September 30, 2007, and at the amount determined by the Company
      thereafter, but not less than an increase of 5% per Year (“Consulting Fee”).
      This Consulting Fee shall be payable in accordance with the normal payroll
      practices of the Company. 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  Performance
      and Review.
      Consultant’s performance will be reviewed on no less than an annual basis.


     

    2.3  Bonus.
      Consultant may receive a bonus at the end of each Year, based on the performance
      criteria established by the Company’s Board in its sole discretion.

     

    2.4  Company
      Shares.
      Shaw
      received 100 shares of the Common Stock of the Company (the “RSI Shares”),
      representing 10% of the Company’s outstanding capital stock prior to the Private
      Offering. Shaw understands and agrees that the RSI Shares will be exchanged
      for
      2,500,000 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    2.5  Benefits.
      If Shaw
      closes his boxing business, the Company shall offer Shaw 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 Shaw elects to receive such
      employee benefits, the Company will provide to Shaw 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 Shaw shall receive the same employee benefits
      as
      is provided to the Company’s executive employees. 

     

    ARTICLE
      III

     

    BUSINESS
      EXPENSES

     

    3.1  Business
      Expenses.
      Consultant will be reimbursed for all reasonable, out-of-pocket business
      expenses incurred in the performance of his duties on behalf of the Company,
      subject to the following: (a) all expenses are to be submitted to the Company
      every 2 weeks on formal expense sheets; and (b) all expenses over $10,000
      require prior approval and submission of appropriate supporting documentation.
      

     

    3.1.1  Shaw
      shall be entitled to “first” class air travel accommodations for domestic travel
      and “business” class air travel accommodations for international travel. Subject
      to the Board’s reasonable discretion, the Company shall provide “first class”
domestic air travel for Shaw’s spouse. All travel arrangements and
      accommodations shall be handled through the
      Company or
      as
      mutually agreed.

     

    3.1.2  The
      Company shall provide Shaw with housing allowances in the Los Angeles area,
      so
      long as the requested amount is deemed reasonable in the Company’s judgment.


     

    ARTICLE
      IV

     

    TERMINATION
      OF ENGAGEMENT

     

    4.1  Term

     

    Consultant’s
      engagement pursuant to this Agreement shall terminate on the earliest to occur
      of the following:

     

    4.1.1  upon
      the
      death of Shaw (“Death”);

     

    4.1.2  upon
      the
      delivery to Consultant of written notice of termination by the Company if Shaw
      shall suffer a physical or mental disability or illness which renders Shaw,
      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”); 

     

    4.1.3  upon
      delivery to Consultant of written notice of termination by the Company For
      Cause;
      or

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.1.4  upon
      the
      delivery to Company from Consultant 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 Consultant’s engagement by
      the Company, that:

     

    (a)  Consultant
      or Shaw 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)  Consultant’s
      or Shaw’s willful misconduct in the performance of Consultant’s duties
      hereunder;

     

    (c)  Consultant’s
      or Shaw’s gross negligence in the performance of its or his duties hereunder or
      willful and repeated failure or refusal to perform such duties as may be
      delegated to Consultant by Company; or 

     

    (d)  Consultant
      is in material breach of any provision of this Agreement.

     

    4.2.2  “Good
      Reason”
giving
      rise to Consultant’s right to terminate this Agreement means if
      Consultant claims that Company has materially breached this Agreement,
      Consultant 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.

     

    4.3  Effect
      of Termination.
      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 Consultant hereunder are terminated by the Company
      For Cause or Consultant
      terminates this Agreement without good reason prior to the first anniversary
      of
      this Agreement, 75% of Pro Elite’s Shares shall be automatically returned to the
      Company and cancelled without any payment to Shaw;
      and

     

    (b)  In
      the
      event that the services of Consultant hereunder are terminated by the Company
      For Cause
      or
      Consultant terminates this Agreement without good reason after the first
      anniversary but prior to the second anniversary of this Agreement, 50% of Pro
      Elite’s Shares shall be automatically returned to the Company and cancelled
      without any payment to Shaw.

     

    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 Shaw
      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. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    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.

     

    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 Consultant, 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, Consultant and Shaw 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 Consultant’s engagement until the
      termination thereof, that relate to the business of Company, whether such is
      made solely or jointly with others. Consultant and Shaw 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.
      Consultant and Shaw 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
      Consultant and/or Shaw during Consultant’s engagement by the 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 Consultant or its representatives in violation of this Agreement) or that
      is
      provided to Consultant by a third party without an obligation with Company
      to
      maintain the confidentiality of such information. After termination of
      Consultant’s engagement with Company, neither Consultant nor Shaw shall, 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. Consultant and Shaw 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. Consultant and Shaw agree to return to Company promptly
      upon the expiration or termination of Consultant’s engagement 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
      Consultant and Shaw 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 Consultant and/or Shaw of the Confidential
      Information, or the use of such information by Consultant and/or Shaw in
      violation hereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    5.2.1  Restriction
      on Use of Confidential/Trade Secret Information.
      Consultant and Shaw agree that their 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.
      Consultant and Shaw agree that they 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
      Consultant’s job duties to the Company under this Agreement.

     

    (b)  Non-Removal/Surrender.
      Consultant and Shaw agree that they 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 its
      duties under this Agreement. Consultant and Shaw further agree that they shall
      surrender to the Company all documents and materials in its 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 it
      shall not thereafter retain any copies of any such materials.

     

    5.2.2  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.
      Consultant and Shaw agree that at no time after its engagement by the Company
      will either of them engage in competition with the Company while making any
      use
      of the Company’s confidential/trade secret information. Consultant and Shaw
      agree that they 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 Consultant 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 Consultant’s engagement by the
      Company.

     

    5.3  Non-Solicitation
      During Engagement.
      Consultant and Shaw shall not during Consultant’s engagement 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 Consultants.
      Consultant and Shaw agree that, for one year following the termination of
      Consultant’s engagement, neither shall, 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,
      except
      for those employees or consultants currently employed by Shaw or the Consultant
      who later become employed by the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    5.5  Breach
      of Provisions.
      If the
      Consultant or Shaw breach any of the provisions of this Section 5, or in the
      event that any such breach is threatened by either Consultant or Shaw, 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.

     

    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 Article
      V,
      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. Consultant may not assign any of its rights and obligations under
      this
      Agreement. The Company may assign its rights and obligations under this
      Agreement to any successor entity.

     

    6.2  Independent
      Contractor: Limitation of Liability.
      The
      Consultant is an independent contractor to the Company, and nothing herein
      shall
      be deemed to constitute the Consultant, Shaw, or any of its/his agents as an
      employee or agent of the Company. Consultant has no power or authority to bind
      the Company, and shall not make any representation or statement that it has
      such
      power. 

     

    6.3  Indemnification.
      The
      Company shall indemnify, defend and hold harmless Consultant 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 Consultant’s relationship with the Company and/or
      with regard to any personal guaranty signed by Consultant on behalf of the
      Company, and any current or future subsidiary or affiliates, the performance
      of
      any of Consultant’s duties hereunder, or otherwise arising from or relating to
      any aspect of Consultant’s relationship with the Company and any current or
      future subsidiary or affiliates, the performance of any of Consultant’s duties
      hereunder, or otherwise arising from or relating to any action or inaction
      of
      Consultant 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 Consultant’s gross
      negligence or willful misconduct. The Company shall cover the Consultant 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 Consultant any
      certificates of the foregoing. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    6.4  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: __________________

            
	 	 
	
              With
                a copy to:

            	
              David
                Ficksman, Esq.

              Troy
                & Gould

              1801
                Century Park East, 16th
                Floor

              Los
                Angeles, California 90067

            
	 	 
	
              If
                to Shaw:

            	
              Gary
                Shaw

              ________________________________

              ________________________________

              Telephone:
                (___) ___-____

              Facsimile:
                (___) ___-____

            
	 	 
	
              If
                to Consultant:

            	
              Gary
                Shaw Productions MMA, LLC

               

              ________________________________

              ________________________________

              ________________________________

              Telephone: (___)
                ___-____

              Facsimile:
                (___) ___-____

              Attention:
                Gary Shaw

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    6.5  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.

     

    6.6  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.

     

    6.7  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 Consultant, 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
      Consultant’s engagement, express or implied, other than to the extent expressly
      provided for herein.

     

    6.8  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.

     

    6.9  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.

     

    6.10  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.

     

    6.11  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.

     

    6.12  Applicable
      Law; Choice of Forum.
      This
      Agreement, and all of the rights and obligations of the parties 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.

     

    
      
        
        

      

      
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    6.13  Arbitration.

     

    6.13.1  Scope.
      To the
      fullest extent permitted by law, Consultant 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 and any disputes upon
      termination of engagement, 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 Consultants, 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
      Consultant’s claims arise out of or relate to their actions on behalf of the
      Company.

     

    6.13.2  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 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.

     

    6.14  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, Consultant’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

    [Signature
      page to follow]

     

    
      
        
        

      

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

     

    


    


    
      	
              Gary
                Shaw Productions MMA, LLC

               

               

              By: 
                _______________________________

              Name:
                ________________________

              Title:  
                ________________________

               

               

            	
              Real
                Sport, Inc. a California corporation

              
                 

                 

                By: 
                  _______________________________

                Name:
                  ________________________

                Title:  
                  ________________________

              

            
	
               

              ____________________________________

              Gary
                Shaw

            	 


    

    


    


    
      
        
        

      

      
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