WARRANT

     

    THE
      WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
      DELIVERABLE UPON EXERCISE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”) AND MAY
      NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
      REGISTRATION UNDER THE ACT UNLESS EITHER (A) THE COMPANY HAS RECEIVED AN OPINION
      OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO
      THE
      EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION
      OR
      (B) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE
      COMMISSION RULE 144.

     

    Date: October
      3, 2006

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    OF

     

    PRO
      ELITE, INC.

     

    (Subject
      to Adjustment)

     

    THIS
      CERTIFIES THAT, for value received, _______________ (“Holder”),
      is
      entitled, subject to the terms and conditions of this Warrant, at any time
      or
      from time to time after the date hereof (the “Effective
      Date”),
      to
      purchase up to _________________ shares of common stock, par value $0.0001
      per
      share (the “Common Stock”), from Pro Elite, Inc., a New Jersey corporation (the
“Company”),
      at an
      exercise price per share equal to $0.004 (the “Purchase Price). This Warrant
      shall expire at 5:00 p.m. Pacific time on that date which is thirty-six (36)
      months from the date of this Warrant (the “Expiration
      Date”).
      Both
      the number of shares of Common Stock purchasable upon exercise of this Warrant
      (the “Warrant Shares”) and the Purchase Price are subject to adjustment and
      change as provided herein. This Warrant is issued in connection with the
      Company’s private placement offering on October 3, 2006 (“Private
      Placement”).

     

    1.  CERTAIN
      DEFINITIONS.
      As used
      in this Warrant the following terms shall have the following respective
      meanings:

     

    “1933
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Common
      Stock”
shall
      mean the Common Stock of the Company and any other securities at any time
      receivable or issuable upon exercise of this Warrant.

     

    “Fair
      Market Value”
or
      “FMV”
of
      a
      share of Common Stock as of a particular date shall mean:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (a)  If
      traded
      on a securities exchange, the Nasdaq National Market or the Nasdaq Small Cap
      Market, the Fair Market Value shall be deemed to be the average of the closing
      prices of the Common Stock of the Company on such exchange or market over the
      five (5) business days ending immediately prior to the applicable date of
      valuation;

     

    (b)  If
      actively traded over-the-counter, the Fair Market Value shall be deemed to
      be
      the average of the closing bid prices over the 30-day period ending immediately
      prior to the applicable date of valuation; and

     

    (c)  If
      there
      is no active public market, the Fair Market Value shall be the value as
      determined in good faith by the Company’s Board of Directors upon a review of
      relevant factors, including due consideration of the Registered Holders’
determination of the value of the Company.

     

    “SEC”
shall
      mean the Securities and Exchange Commission.

     

    2.  EXERCISE
      OF WARRANT

     

    2.1  Payment.
      Subject
      to compliance with the terms and conditions of this Warrant and applicable
      securities laws, this Warrant may be exercised, in whole or in part at any
      time
      or from time to time, on or before the Expiration Date by the delivery
      (including, without limitation, delivery by facsimile) of the form of Notice
      of
      Exercise attached hereto as Exhibit 1
      (the
“Notice
      of Exercise”),
      duly
      executed by the Holder, at the address of the Company as set forth herein,
      and
      as soon as practicable after such date,

     

    (a)  surrendering
      this Warrant at the address of the Company, and 

     

    (b)  providing
      payment, by check or by wire transfer, of an amount equal to the product
      obtained by multiplying the number of shares of Common Stock being purchased
      upon such exercise by the then effective Purchase Price (the “Exercise
      Amount”).
      

     

    2.2  Common
      Stock Certificates; Fractional Shares.
      As soon
      as practicable on or after the date of an exercise of this Warrant, the Company
      shall deliver to the person or persons entitled to receive the same a
      certificate or certificates for the number of whole shares of Common Stock
      issuable upon such exercise. No fractional shares or scrip representing
      fractional shares of Common Stock shall be issued upon an exercise of this
      Warrant.

     

    2.3  Partial
      Exercise: Effective Date of Exercise.
      In case
      of any partial exercise of this Warrant, the Holder and the Company shall cancel
      this Warrant upon surrender hereof and shall execute and deliver a new Warrant
      of like tenor and date for the balance of the shares of Common Stock purchasable
      hereunder. This Warrant shall be deemed to have been exercised immediately
      prior
      to the close of business on the date of its surrender for exercise as provided
      above. The Company acknowledges that the person entitled to receive the shares
      of Common Stock issuable upon exercise of this Warrant shall be treated for
      all
      purposes as the holder of record of such shares as of the close of business
      on
      the date the Holder is deemed to have exercised this Warrant.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    3.  TAXES.
      The
      Company shall pay all taxes and other governmental charges that may be imposed
      in respect of the delivery of shares upon exercise of this Warrant; provided,
      however,
      that
      the Company shall not be required to pay any tax or other charge imposed in
      connection with any transfer involved in the delivery of any certificate for
      shares of Common Stock in any name other than that of the Holder of this
      Warrant, and in such case the Company shall not be required to deliver any
      stock
      certificate until such tax or other charge has been paid, or it has been
      established to the Company’s reasonable satisfaction that no tax or other charge
      is due.

     

    4.  ADJUSTMENT
      OF PURCHASE PRICE AND NUMBER OF COMMON STOCK.
      The
      number of shares of Common Stock deliverable upon exercise of this Warrant,
      or
      any shares of stock or other securities or property receivable upon exercise
      of
      this Warrant (“Warrant
      Substitutes”)
      and
      the Purchase Price are subject to adjustment upon occurrence of the following
      events:

     

    4.1  Adjustment
      for Stock Splits, Stock Subdivisions or Combinations of Shares of Common
      Stock.
      The
      Purchase Price of this Warrant shall be proportionally decreased and the number
      of shares of Common Stock or Warrant Substitutes deliverable upon exercise
      of
      this Warrant shall be proportionally increased to reflect any stock split or
      subdivision of the Company’s Common Stock. The Purchase Price of this Warrant
      shall be proportionally increased and the number of shares of Common Stock
      or
      Warrant Substitutes deliverable upon exercise of this Warrant shall be
      proportionally decreased to reflect any combination of the Company’s Common
      Stock.

     

    4.2  Adjustment
      for Dividends or Distributions of Stock or Other Securities or
      Property.
      In case
      the Company shall make or issue, or shall fix a record date for the
      determination of eligible holders entitled to receive, a dividend or other
      distribution with respect to the Common Stock or Warrant Substitutes payable
      in
      (a) securities of the Company or (b) assets (excluding cash dividends paid
      or
      payable solely out of retained earnings), then, in each such case, the
      Registered Holder of this Warrant on exercise hereof at any time after the
      consummation, effective date or record date of such dividend or other
      distribution, shall receive, in addition to the shares of Common Stock (or
      such
      other stock or securities) issuable on such exercise prior to such date, and
      without the payment of additional consideration therefor, the securities or
      such
      other assets of the Company to which such Holder would have been entitled upon
      such date if such Holder had exercised this Warrant immediately prior to such
      making, issuance or record date.

     

    4.3  Reclassification,
      Conversion.
      If the
      Company, by reclassification or conversion of securities or otherwise, shall
      change any of the securities as to which purchase rights under this Warrant
      exist into the same or a different number of securities of any other class
      or
      classes, this Warrant shall thereafter represent the right to acquire such
      number and kind of securities as would have been issuable if this Warrant had
      been exercised immediately prior to such reclassification or conversion or
      other
      change and the Purchase Price therefore shall be appropriately adjusted, all
      subject to further adjustment as provided in this Section 4. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    4.4  Adjustment
      for Capital Reorganization. Merger or Consolidation.
      In case
      of any capital reorganization of the capital stock of the Company (other than
      a
      combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of the Company with or
      into
      another corporation, or the sale of all or substantially all the assets of
      the
      Company then, and in each such case, as a part of such reorganization, merger,
      consolidation, sale or transfer, lawful provision shall be made so that the
      Holder of this Warrant shall thereafter be entitled to receive upon exercise
      of
      this Warrant, during the period specified herein and upon payment of the
      Purchase Price then in effect, the number of shares of stock or other securities
      or property of the successor corporation resulting from such reorganization,
      merger, consolidation, sale or transfer that a holder of the shares deliverable
      upon exercise of this Warrant would have been entitled to receive in such
      reorganization, consolidation, merger, sale or transfer if this Warrant had
      been
      exercised immediately before such reorganization, merger, consolidation, sale
      or
      transfer, all subject to further adjustment as provided in this Section 4.
      The
      foregoing provisions of this Section 4.4 shall similarly apply to successive
      reorganizations, consolidations, mergers, sales and transfers and to the stock
      or securities of any other corporation that are at the time receivable upon
      the
      exercise of this Warrant. If the per-share consideration payable to the Holder
      hereof for shares in connection with any such transaction is in a form other
      than cash or marketable securities, then the value of such consideration shall
      be determined in good faith by the Company’s Board of Directors. In all events,
      appropriate adjustment (as determined in good faith by the Company’s Board of
      Directors) shall be made in the application of the provisions of this Warrant
      with respect to the rights and interests of the Holder after the transaction,
      to
      the end that the provisions of this Warrant shall be applicable after that
      event, as near as reasonably may be, in relation to any shares or other property
      deliverable after that event upon exercise of this Warrant.

     

    4.5  Subsequent
      Equity Sales.
      If the
      Company, at any time within the two-year period after October 3, 2006, shall
      sell or grant any option to purchase or sell or grant any right to reprice
      its
      securities, or otherwise issue any shares of Common Stock or securities or
      rights that are convertible into or exercisable or exchangeable for shares
      of
      Common Stock (“Common
      Stock Equivalents”)
      entitling any Person to acquire shares of Common Stock, unless such issuance
      is
      an “Exempt
      Issuance”
(as
      defined below), at an effective price per share less than the then Purchase
      Price (such lower price, the “Base
      Share Price”
and
      such issuances collectively, a “Dilutive
      Issuance”),
      then
      (a) the Purchase Price shall be reduced and only reduced by multiplying the
      then-existing Purchase Price by a fraction, the numerator of which is the number
      of shares of Common Stock issued and outstanding immediately prior to the
      Dilutive Issuance plus the number of shares of Common Stock which the offering
      price for such Dilutive Issuance would purchase at the then Purchase Price,
      and
      the denominator of which shall be the sum of the number of shares of Common
      Stock issued and outstanding immediately prior to the Dilutive Issuance plus
      the
      number of shares of Common Stock so issued or issuable in connection with the
      Dilutive Issuance, and (b) the number of Warrant Shares issuable hereunder
      shall
      be increased to the number resulting from dividing the “Total Consideration” (as
      defined below) by the newly adjusted Purchase Price. As used herein, “Total
      Consideration” means the product of the original Purchase Price multiplied by
      the original number of Warrant Shares. Such adjustment shall be made whenever
      such Common Stock or Common Stock Equivalents are issued. If the holder of
      the
      Common Stock or Common Stock Equivalents so issued shall at any time, whether
      by
      operation of purchase price adjustments, reset provisions, floating conversion,
      exercise or exchange prices or otherwise, or due to warrants, options or rights
      per share which are issued in connection with such issuance, be entitled to
      receive shares of Common Stock at an effective price per share which is less
      than the Purchase Price, such issuance shall be deemed to have occurred for
      less
      than the Purchase Price on such date of the Dilutive Issuance. Notwithstanding
      any of the foregoing, no adjustments shall be made, paid or issued under this
      Section 4.5 in respect of an Exempt Issuance, which shall mean any issuance
      made
      pursuant to (a) any stock option plan, compensation plan or other arrangement
      duly adopted by the Board of Directors of the Company, provided that such plan
      or arrangement comply with Section 6(a) of that certain First Amendment to
      the
      Placement Agreement originally dated August 15, 2006, by and among I-Fight,
      Inc., Real Sport, Inc. and Hunter World Markets, Inc., (b) any strategic
      financing, or (c) securities issued pursuant to strategic transactions with
      an
      operating company in a business synergistic with the business of the Company
      and
      in which the Company receives benefits in addition to the investment of funds
      or
      pursuant to acquisitions or equipment leases, but shall not include a
      transaction in which the Company is issuing securities primarily for the purpose
      of raising capital or to an entity whose primary business is investing in
      securities. The Company shall notify the Holder in writing, no later than the
      trading day following the issuance of any Common Stock or Common Stock
      Equivalents subject to this section, indicating therein the applicable issuance
      price, or applicable reset price, exchange price, conversion price and other
      pricing terms (such notice the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 4.5, upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
      entitled to receive a number of Warrant Shares based upon the Base Share Price
      regardless of whether the Holder accurately refers to the Base Share Price
      in
      the Notice of Exercise.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.  LOSS
      OR MUTILATION.
      Upon
      receipt of evidence reasonably satisfactory the Company of the ownership of
      and
      the loss, theft, destruction or mutilation of this Warrant, and of indemnity
      reasonably satisfactory to him, and (in the case of mutilation) upon surrender
      and cancellation of this Warrant, the Company will cause to be executed and
      delivered in lieu thereof a new Warrant of like tenor as the lost, stolen,
      destroyed or mutilated Warrant.

     

    6.  REPRESENTATION
      AND COVENANT.
      The
      Company hereby covenants that all shares issuable upon exercise of this Warrant,
      when delivered upon such exercise, shall be validly issued, fully paid and
      nonassessable and free and clear of all liens, security interests, charges
      and
      other encumbrances or restrictions on sale and free and clear of all preemptive
      rights, except encumbrances or restrictions arising under federal or state
      securities laws. Further, the Company hereby covenants to reserve such number
      of
      authorized but unissued shares of Common Stock as needed for issuance upon
      exercise of this Warrant.

     

    7.  TRANSFER.
      Subject
      to the limited exceptions of transfers to relatives and trusts for estate
      planning purposes, this Warrant may not be transferred by the Holder without
      the
      prior written consent of the Company, which consent may not be unreasonably
      withheld. In the event of a transfer to which the Company has previously
      consented in writing, this Warrant and all rights hereunder may be transferred
      by the Holder upon delivery of the form of Assignment attached hereto as
Exhibit
      2
      (the
“Assignment”),
      duly
      executed by the Holder, surrender of this Warrant properly endorsed at the
      address of the Company and payment of any necessary transfer tax or other
      governmental charge imposed upon such transfer. Upon any partial transfer,
      the
      Holder and Company will cause to be issued and delivered to the Holder a new
      Warrant or Warrants with respect to the portion of this Warrant not so
      transferred. Each taker and holder of this Warrant, by taking or holding the
      same, consents and agrees that when this Warrant shall have been so endorsed,
      the person in possession of this Warrant may be treated by the Company, and
      all
      other persons dealing with this Warrant, as the absolute owner hereof for any
      purpose and as the person entitled to exercise the rights represented hereby,
      any notice to the contrary notwithstanding; provided, however that until a
      transfer of this Warrant is duly registered on the books of the Company, the
      Company may treat the Holder hereof as the owner for all purposes.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    8.  REGISTRATION.
      The
      Company shall register the Common Stock issued or issuable upon exercise hereof
      under the 1933 Act concurrently with the securities issued in the Private
      Placement.

     

    9.  RESTRICTIONS
      ON TRANSFER.
      The
      Holder, by acceptance hereof, agrees that, absent an effective registration
      statement filed with the SEC under the 1933 Act, covering the disposition or
      sale of this Warrant or the Common Stock issued or issuable upon exercise hereof
      or the Common Stock issuable upon conversion thereof, as the case may be, and
      registration or qualification under applicable state securities laws, such
      Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants
      or Common Stock, as the case may be, unless either (i) the Company has received
      an opinion of counsel, in form and substance reasonably satisfactory to the
      Company, to the effect that such registration is not required in connection
      with
      such disposition or (ii) the sale of such securities is made pursuant to SEC
      Rule 144.

     

    10.  COMPLIANCE
      WITH SECURITIES LAWS.
      By
      acceptance of this Warrant, the Holder hereby represents, warrants and covenants
      that he/she/it is an “accredited investor” as that term is defined under Rule
      501 of Regulation D, that any shares of stock purchased upon exercise of this
      Warrant or acquired upon conversion thereof shall be acquired for investment
      only and not with a view to, or for sale in connection with, any distribution
      thereof, that the Holder has had such opportunity as such Holder has deemed
      adequate to obtain from representatives of the Company such information as
      is
      necessary to permit the Holder to evaluate the merits and risks of its
      investment in the Company; that the Holder is able to bear the economic risk
      of
      holding such shares as may be acquired pursuant to the exercise of this Warrant
      for an indefinite period; that the Holder understands that the shares of stock
      acquired pursuant to the exercise of this Warrant or acquired upon conversion
      thereof will not be registered under the 1933 Act (unless otherwise required
      pursuant to exercise by the Holder of the registration rights, if any,
      previously granted to the Holder) and will be “restricted securities” within the
      meaning of Rule 144 under the 1933 Act and that the exemption from registration
      under Rule 144 will not be available for at least one year from the date of
      exercise of this Warrant, and even then will not be available unless a public
      market then exists for the stock, adequate information concerning the Company
      is
      then available to the public, and other terms and conditions of Rule 144 are
      complied with; and that all stock certificates representing shares of stock
      issued to the Holder upon exercise of this Warrant or upon conversion of such
      shares may have affixed thereto a legend substantially in the following
      form:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.
      THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
      AND
      MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
      OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
      SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
      IS
      IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
      LAWS.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    11.  NO
      RIGHTS OR LIABILITIES AS STOCKHOLDERS.
      This
      Warrant shall not entitle the Holder to any voting rights or other rights as
      a
      stockholder of the Company. In the absence of affirmative action by such Holder
      to purchase Common Stock by exercise of this Warrant, no provisions of this
      Warrant, and no enumeration herein of the rights or privileges of the Holder
      hereof shall cause such Holder hereof to be a holder of the Company for any
      purpose.

     

    12.  NOTICES.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be mailed by registered or certified mail, postage prepaid,
      return receipt requested, or by telecopier, or by email or otherwise delivered
      by hand or by messenger, addressed or telecopied to the person to whom such
      notice or communication is being given at its address set forth after its
      signature hereto. In order to be effective, a copy of any notice or
      communication sent by telecopier or email must be sent by registered or
      certified mail, postage prepaid, return receipt requested, or delivered
      personally to the person to whom such notice or communication is being at its
      address set forth after its signature hereto. If notice is provided by mail,
      notice shall be deemed to be given five (5) business days after proper deposit
      with the United States mail or nationally recognized overnight courier, or
      immediately upon personally delivery thereof, to person to whom such notice
      or
      communication is being at such address. If notice is provided by telecopier,
      notice shall be deemed to be given upon confirmation by the telecopier machine
      of the receipt of such notice at the telecopier number provided above. If notice
      is provided by email, notice shall be deemed to be given upon confirmation
      by
      the sender’s email program of the receipt of such notice at the email address
      provided after the signature of the person to whom such notice or communication
      is being. The addresses set forth after the signatures hereto may be changed
      by
      written notice complying with the terms of this Section 12.

     

    13.  HEADINGS.
      The
      headings in this Warrant are for purposes of convenience in reference only,
      and
      shall not be deemed to constitute a part hereof.

     

    14.  LAW
      GOVERNING.
      This
      Warrant shall be construed and enforced in accordance with, and governed by
      the
      internal laws of the State of California, without giving effect to the
      principles of conflicts of law.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    15.  NOTICES
      OF RECORD DATE.
      In
      case:

     

    15.1  the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant), for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities or to receive any other right; or

     

    15.2  of
      any
      consolidation or merger of the Company with or into another corporation, any
      capital reorganization of the Company, any reclassification of the capital
      stock
      of the Company, or any conveyance of all or substantially all of the assets
      of
      the Company to another corporation in which holders of the Company’s stock are
      to receive stock, securities or property of another corporation; or

     

    15.3  of
      any
      voluntary or involuntary dissolution, liquidation or winding-up of the Company;
      or

     

    15.4  of
      any
      redemption of any outstanding capital stock of the Company; then, and in each
      such case, the Company will mail or cause to be mailed to the Holder of this
      Warrant a notice specifying, as the case may be, (i) the date on which a record
      is to be taken for the purpose of such dividend, distribution or right, or
      (ii)
      the date on which such reorganization, reclassification, consolidation, merger,
      conveyance, dissolution, liquidation, winding-up, redemption or conversion
      is to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Common Stock (or such stock or securities as at the time are
      receivable upon the exercise of this Warrant) shall be entitled to exchange
      their shares of Common Stock (or such other stock or securities) for securities
      or other property deliverable upon such reorganization, reclassification,
      consolidation, merger, conveyance, dissolution, liquidation or winding-up.
      Such
      notice shall be delivered at least thirty (30) days prior to the date therein
      specified.

     

    16.  SEVERABILITY.
      If any
      term, provision, covenant or restriction of this Warrant is held by a court
      of
      competent jurisdiction to be invalid, void or unenforceable, the remainder
      of
      the terms, provisions, covenants and restrictions of this Warrant shall remain
      in full force and effect and shall in no way be affected, impaired or
      invalidated.

     

    17.  COUNTERPARTS.
      For the
      convenience of the parties, any number of counterparts of this Warrant may
      be
      executed by the parties hereto and each such executed counterpart shall be,
      and
      shall be deemed to be, an original instrument.

     

    18.  SATURDAYS,
      SUNDAYS AND HOLIDAYS.
      If the
      Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
      Date shall automatically be extended until 5:00 p.m. on the next business
      day.

     

    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer.

     

    
      	 	 	 
	 	PRO
              ELITE,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Robert Jaffe
	 	
              
Name:   

            	
              
                

              

              Robert Jaffe

            
	 	Title: 	Sole Officer
	 	 	 
	 	
              
                Address
                  for Notices:

                12100
                  Wilshire Boulevard, Suite 800

                Los
                  Angeles, CA 90025

              

            
	 	
            
	 	 


    

     

    SIGNATURE
      PAGE TO WARRANT

     

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      1

     

    NOTICE
      OF EXERCISE

     

    (To
      be
      executed upon exercise of Warrant)

    WARRANT
      NO. ___

    _________________

     

    The
      undersigned hereby irrevocably elects to exercise the right of purchase
      represented by the within Warrant Certificate for, and to purchase thereunder,
      securities of Pro Elite, Inc., as provided for therein, and (check the
      applicable box):

     

    
      	 	
               ̈

            	
              Tenders
                herewith payment of the exercise price in full in the form of cash
                or a
                certified or official bank check in same-day funds in the amount
                of
                $____________ for _________ such
                securities.

            


    

     

    Please
      issue a certificate or certificates for such securities in the name of, and
      pay
      any cash for any fractional share to (please print name, address and social
      security number):

     

    
      	
              Name: 

            	_______________________________
	
              Address: 

            	_______________________________
	
              Signature: 

            	_______________________________


    

    


    Note:
      The
      above signature should correspond exactly with the name on the first page of
      this Warrant Certificate or with the name of the assignee appearing in the
      assignment form below.

     

    If
      said
      number of shares shall not be all the shares purchasable under the within
      Warrant Certificate, a new Warrant Certificate is to be issued in the name
      of
      said undersigned for the balance remaining of the shares purchasable thereunder
      rounded up to the next higher whole number of shares.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      2

     

    ASSIGNMENT

     

    
      	(To be executed only upon assignment
              of Warrant Certificate)	
              WARRANT
                NO.___

            


    

     

    For
      value
      received, hereby sells, assigns and transfers unto ________________________
      the
      within Warrant Certificate, together with all right, title and interest therein,
      and does hereby irrevocably constitute and appoint
      ______________________________ attorney, to transfer said Warrant Certificate
      on
      the books of the within-named Company with respect to the number of Warrants
      set
      forth below, with full power of substitution in the premises:

     

    
      	
               

              Name(s)
                of Assignee(s)

               

            	 	
               

              Address

               

            	 	
               

              #
                of Warrants

               

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    And
      if
      said number of Warrants shall not be all the Warrants represented by the Warrant
      Certificate, a new Warrant Certificate is to be issued in the name of said
      undersigned for the balance remaining of the Warrants registered by said Warrant
      Certificate.

     

    Dated:
      ________________________,
      200_

     

    Signature:
      ___________________________

     

    Notice:
      The signature to the foregoing Assignment must correspond to the name as written
      upon the face of this security in every particular, without alteration or any
      change whatsoever; signature(s) must be guaranteed by an eligible guarantor
      institution (banks, stock brokers, savings and loan associations and credit
      unions with membership in an approved signature guarantee medallion program)
      pursuant to Securities and Exchange Commission Rule l7Ad-15.

     

    
      
        
        

      

      
        11