AGREEMENT

     

    THIS
      AGREEMENT (this “Agreement”)
      is
      made as of November 28, 2006 (the “Effective
      Date”),
      by
      and between PRO
      ELITE, INC.,
      a New
      Jersey corporation (“Pro
      Elite”),
      on
      the one hand, and RUMBLE
      WORLD ENTERTAINMENT, INC., a
      Hawaii
      corporation and its wholly owned subsidiary RUMBLE
      WORLD ENTERTAINMENT LLC,
      a
      Hawaii limited liability company (collectively, “RWE”),
      on
      the other hand. Pro Elite and RWE are referred to as the “Participants.”
      

     

    RECITALS

     

    
      	
              A.

            	
              RWE
                is the sole and exclusive owner of certain intellectual property
                set forth
                on Schedule A (the “Licensed
                Property”)
                and is willing to grant to Pro Elite the sole and exclusive right
                and
                license in the Licensed Property on the terms set forth herein.
                

            


    

     

    
      	
              B.

            	
              The
                business focus of Pro Elite is in Martial Events, and Pro Elite intends
                to
                produce live events in Martial Events including events using the
                Licensed
                Property.

            


    

     

    
      	
              C.

            	
              Pro
                Elite has or will form a wholly owned subsidiary (the “Subsidiary”)
                whose sole business will be to produce events in Martial Arts utilizing
                the Licensed Property (“Events”)
                which will be marketed under the brands Rumble World, RWE and/or
                Rumble
                World Entertainment and the services of certain RWE personnel as
                set forth
                herein.

            


    

     

    
      	
              D.

            	
              Pro
                Elite shall also be granted the right to distribute on an exclusive
                basis
                RWE’s existing content on all media subject to the terms set forth
                herein.

            


    

     

    In
      consideration of the foregoing recitals and the mutual promises hereinafter
      set
      forth, the sufficiency and adequacy of which consideration the Participants
      hereby acknowledge, the parties hereto, intending to be legally bound, agree
      as
      follows:

     

    AGREEMENT

     

    
      	1.	
              License.

            	
               

            


      	 	 	 


      	 	1.1 	For
              the consideration set forth in Section 2, RWE hereby grants to Pro
              Elite the sole and exclusive right and license (the “License”)
              to use the Licensed Property for any purpose, services or products
              anywhere in the world. Subject to the prior written approval of Jay
              Dee
              Penn, which approval shall not be unreasonably withheld or delayed,
              Pro
              Elite may grant sublicenses and authorize others to use the Licensed
              Property. RWE’s failure to respond within seven days upon written notice
              thereof shall be deemed approval.


      	 	 	 


      	 	1.2 	Unless
              earlier terminated as provided herein, the exclusive License granted
              shall
              be for a period of three years (the “Term”)
              except that Pro Elite shall have the right to use the Licensed Property
              to
              sell without charge to Pro Elite after the termination of the Term
              products produced prior to the termination of the Term and to distribute,
              with the right to subdistribute, and otherwise exploit in perpetuity
              for
              all media now existing or hereafter devised the Event Content as defined
              in Section 2.3. Upon termination, subject to the preceding sentence,
              footage from content utilizing the Licensed Property or content or
              property provided by RWE not constituting Event Content shall revert
              back
              to RWE, and thereafter Pro Elite may use only such content as licensed
              by
              RWE at the time of the termination of this Agreement and for
              payment/compensation to be negotiated in good faith by the
              parties.


    

    
       

      
         

      

      
        A
          -1

        
          

        

      

      
         

      

    

     

    
      	
            	1.3	
              Pro
                Elite agrees that all services and products containing the Licensed
                Property shall be of high standard and shall be at least of similar
                quality as similar services and products being used, sold or distributed
                in the same industry. Pro Elite will place all appropriate legal
                notices
                where possible regarding the Licensed Products and, upon written
                request
                of RWE, will submit samples for RWE’s approval, not to be unreasonably
                withheld or delayed.

            


    

     

    
      	2.	
              Events

            	
               

            


    

     

    
      	
            	2.1	
              During
                the Term, neither Pro Elite nor the Subsidiary shall be required
                to
                produce any specific or minimum number of Events. The Subsidiary
                shall
                have the sole right to determine when and where any Event will take
                place
                and will have the responsibility for organizing, conducting and exploiting
                the Event.

            


    

     

    
      	
            	2.2	
              Prior
                to each Event, the Participants shall agree upon a budget for each
                Event,
                and Pro Elite shall provide, as and when required, the funds necessary
                to
                produce each Event (“Production
                Expenses”),
                it being understood, however, that, to the maximum extent possible,
                all
                production costs shall be paid out of revenues from the Event. Pro
                Elite
                shall have control of and approval rights with respect to all expenditures
                and RWE shall have no right to incur any expense or enter into any
                agreement with respect to any Event without the advance written approval
                of Pro Elite.

            


    

     

    
      	
            	2.3	
              All
                content developed by the Subsidiary with respect to Martial Arts
                and
                Events, including all trademarks, good will and the portion of the
                business pertaining to and symbolized by such trademarks, which shall
                also
                include trademarks as word marks, independent of any design, as well
                as
                part of any design, and the registration of such trademarks, if any,
                and
                including without limitation, all common law rights therein, all
                designs
                and logos related thereto, and all stylized versions thereof, together
                with the right to recover for damages and profits for the past
                infringement thereof (the “Event
                Content”),
                shall be exclusively owned by Pro Elite or the Subsidiary. The Event
                Content shall also include any and all domain names and websites
                developed
                by the Subsidiary or Pro Elite, copyrights, if any, in and to the
                marks,
                domain names and websites, and all copyrights owned or controlled
                by the
                Subsidiary or Pro Elite related to such marks, domain names and websites
                throughout the universe, and all derivative rights and all rights
                to other
                versions of any of the foregoing at any time or times owned or controlled
                by the Subsidiary, throughout the universe. RWE shall have no rights
                to
                the Event Content.

            


    

     

    
      
         

      

      
        A
          -2

        
          

        

      

      
         

      

    

     

    
      	
            	2.4	
              Pro
                Elite shall have the exclusive right in perpetuity to distribute,
                exploit
                and otherwise turn to account (and authorize others to do so and
                to grant
                sublicenses and the right to sub-distribute) all Event Content arising
                from each Event over video, Internet, television and all other media
                whether now known or hereafter devised. After reimbursement to Pro
                Elite
                for its hard costs, including dubbing and packaging, Pro Elite shall
                receive a distribution fee of 20% of distribution proceeds from Events
                if
                the distribution is handled internally by Pro Elite and 30% of
                distribution proceeds if Pro Elite utilizes the services of a third-party
                distributor to handle the distribution, which shall include the fees
                charged by the third-party
                distributor.

            


    

     

    
      	
            	2.5	
              Pro
                Elite or the Subsidiary shall have all rights to all intellectual
                property
                rights arising from the Events, including ancillary projects which
                include
                but are not limited to reality television shows, television programs,
                and
                other potential future media content and production (“Ancillary
                Projects”).

            


    

     

    
      	
            	2.6	
              As
                soon as practicable after receipt of gross proceeds (but in no event
                later
                than 75 days after the date of the Event), Pro Elite shall distribute
                the
                gross proceeds of each Event, including proceeds from gate, media,
                licensing, merchandise, pay-per-view concessions and all other ancillary
                revenue streams in the following
                order:

            


    

     

    	(a)  	
            Reimbursement
              to Pro Elite for Production Expenses and RWE Payments, as defined
              below;

          


     

    	(b)  	
            Management
              fee of 15% of the gross receipts of the Event (less the distribution
              fee
              referred to in Paragraph (b)) to be paid to Pro Elite;
              and

          


     

    	(c)  	
            After
              payment of all the foregoing expenses and fees and all other expenses
              and
              costs related to organizing, producing and exploiting the Event, Fifty
              Percent of the remaining proceeds from the Event to be distributed
              as
              payment for the License to RWE, and the other Fifty Percent of the
              remaining proceeds from the Event to be distributed to Pro
              Elite.

          


     

    	(d)  	
            Any
              excess of expenses and fees over revenues for an Event shall be carried
              over to the next Event(s).

          


     

    
      	
            	2.7	
              Pursuant
                to separate consulting agreements (a “Service
                Agreement”)
                to be negotiated, RWE shall provide to Pro Elite the exclusive services
                in
                the area of Martial Arts of Jay Dee Penn (“Penn”)
                and another individual associated with and designated by RWE acceptable
                to
                Pro Elite (the “Designated
                Employee”)and
                the nonexclusive advisory services in the area of Martial Arts of
                Raffi
                Nahabedian (“Nahabedian”),
                it being agreed that any existing employment or consulting agreement
                covering Martial Arts with Penn and the Designated Employee will
                be
                terminated. For services of Penn, Pro Elite shall pay to RWE a monthly
                fee
                of $15,000 and for the services of the Designated Employee Pro Elite
                shall
                pay to RWE a monthly fee of $4,000. For the services of Nahabedian,
                Pro
                Elite shall pay to Nahabedian a monthly fee of $10,000. All payments
                under
                this Section 2.7 are defined as “RWE
                Payments”.
                The term for the Services Agreement with Penn shall be coextensive
                with
                the Term and the term with respect to the Designated Employee and
                Nahabedian shall be on an at will basis. Each Service Agreement shall
                be
                negotiated in good faith and shall enumerate the services to be
                performed.

            


    

     

    
      
         

      

      
        A
          -3

        
          

        

      

      
         

      

    

     

    
      	
            	2.8	
              During
                the Term, neither RWE nor any affiliate of RWE, including Penn, shall
                produce or develop, or exploit Martial Arts events or programming
                or
                provide directly or indirectly (through license or otherwise) any
                RWE
                content to any other third party.

            


    

     

    
      	
            	2.9	
              In
                connection with the promotion and advertising of each Event, the
                Subsidiary shall have the right to use and sublicense to third parties
                all
                of RWE’s existing content.

            


    

     

    
      	
            	2.10	
              Subject
                to Section
                2.2,
                each party shall provide to the other an accounting of the expenses
                incurred by such party for each Event which shall be consistent with
                the
                budget and subject to review by the other party in
                advance.

            


    

     

    
      	
            	2.11	
              Penn
                shall have the sole authority to act on behalf of RWE except that
                Penn
                shall have the right to designate from time to time an individual
                to act
                in his stead in the event of his death or disability (as such term
                is to
                be defined in the Service Agreement). Such individual shall be acceptable
                to Pro Elite in its sole discretion and shall replace Penn for all
                purposes hereunder including pursuant to the Services
                Agreement.

            


    

     

    
      	3.	 	
              Negotiation
                Right

            


    

     

    During
      the Term, Pro Elite shall have the exclusive right to negotiate for all
      Ancillary Projects that RWE is currently contemplating, discussing or
      negotiating with other parties as of the Effective Date (which such Projects
      are
      listed in Schedule
      3),
      other
      than Events with respect to which the Company has rights pursuant to
Section
      2.
      Only
      upon receipt of written notice from Pro Elite pursuant to Section
      13
      of this
      Agreement that Pro Elite has chosen to waive its right to all or part of the
      Ancillary Project may RWE then have the exclusive right to the part of the
      Ancillary Project so waived. Such waiver shall not constitute a blanket waiver
      of all Ancillary Projects, but shall be limited to that one Ancillary Project
      specified in the waiver. RWE shall advise Pro Elite with as much advance notice
      as possible as to all projects it is contemplating to undertake. If Pro Elite
      elects to undertake an Ancillary Project of RWE (other than related to an
      Event), it must do so on reasonable terms consistent with industry standards
      and
      must do so without delay. If it appears that Pro Elite is delaying such
      Project(s), RWE shall provide Pro Elite with written notice of the delay and
      a
      formal request to move such Project along within thirty (30) days or RWE can
      reclaim the Project and shop it elsewhere.

     

    
      	4.	 	
              Distribution
                Rights; Rights to Website

            


    

     

    
      	
            	4.1	
              In
                addition to the distribution rights referred to in Section
                2.4, during the Term, Pro Elite shall have exclusive rights to all
                of
                RWE’s existing content and shall have the right to distribute, exploit
                and
                otherwise turn into account such content over video, internet, television
                and all other media whether now known or hereafter existing(“Distribution”).
                The gross proceeds received by the Company from each Distribution
                other
                than from Events (the “Distribution
                Proceeds”)
                shall be distributed as follows:

            


    

     

    
      
         

      

      
        A
          -4

        
          

        

      

      
         

      

    

     

    
      	
            	(a)	
              Should
                Pro Elite handle the Distribution internally without the aid of a
                third
                party sub-distributor, the Distribution Proceeds shall be distributed
                in
                the following order: (i) Pro Elite shall receive a Distribution fee
                of 20%
                of the Gross Proceeds, (ii) Pro Elite shall recoup its hard costs of
                distribution including dubbing and packaging and (iii) Fifty Percent
                of
                the then remaining net proceeds shall be distributed to RWE and the
                other
                Fifty Percent shall be distributed to Pro
                Elite.

            


    

     

    
      	
            	(b)	
              Should
                Pro Elite use the services of a third party sub-distributor to handle
                the
                Distribution, the Distribution Proceeds shall be distributed in the
                following order: (i) Pro Elite shall receive a Distribution fee of
                30% of
                the Gross Proceeds, which shall include the fees charged by the third
                party distributor, (ii) Pro Elite shall recoup its hard costs of
                distribution including dubbing and packaging and (iii) Fifty Percent
                of
                the then remaining net proceeds shall distributed to RWE and the
                other
                Fifty Percent shall be distributed to Pro
                Elite.

            


    

     

    
      	
            	(c)	
              RWE
                shall be entitled to a full accounting of all expenses relating thereto,
                and all expenses must be reasonable and within industry
                standards.

            


    

     

    
      	
            	4.2	
              During
                the Term, Pro Elite shall have the right to use any content RWE has
                the
                right to redistribute which appears on RWE’s website(s). To the extent
                that RWE does not have the right to allow Pro Elite to use such content,
                it will so advise Pro Elite and RWE shall use its best efforts to
                obtain
                permission for Pro Elite’s usage. With respect to any new content from
                third parties, RWE shall use its best efforts to obtain clearance
                for Pro
                Elite’s use at the same time as RWE obtains rights for its use. RWE shall
                provide on its sites appropriate links to Pro Elite’s websites. Pro Elite
                shall have the right to approve the content, look, feel and functionality
                of RWE’s websites.

            


    

     

    
      	
            	4.3	
              During
                the Term, RWE shall make arrangements so that all RWE fighters shall
                set
                up their primary “fighter” page on a website(s) designated by Pro Elite
                (the “Pro Elite Sites”) and put links on all its existing web properties
                to the Pro Elite Sites.

            


    

     

    
      	5.	 	
              Option
                to Purchase Membership Interests of RWE.

            


    

     

    
      	
            	5.1	
              At
                the three-year anniversary of the Effective Date (the “Exercise
                Date”),
                Pro Elite shall have the option (the “Option”)
                to purchase all outstanding membership interests of RWE, the purchase
                price of which shall be the greater of (a) $7,000,000 or (b) an amount
                equal to four times RWE’s share of the EBITDA for Events for (i) the
                twelve months preceding the Exercise Date or (ii) upon RWE’s election,
                the average
                EBITDA of the three years preceding the Exercise Date (the “Purchase
                Price”).
                The Purchase Price shall be payable in cash, shares of common stock
                of Pro
                Elite (“Pro
                Elite Shares”)
                at Fair Market Value, as defined below, or a combination of both
                cash and
                Pro Elite Shares as determined by RWE. In the event that RWE elects
                the
                cash payout component and Company determines it is not in a financial
                position to make the payment as a balloon, the parties agree to negotiate
                in good faith a deferred payment plan. Fair Market Value shall be
                equal to
                the
                average of the last reported closing prices of the Pro Elite Shares
                for
                the ten (10) consecutive trading days ending on the trading day prior
                to
                the Exercise Date.

            


    

     

    
      
         

      

      
        A
          -5

        
          

        

      

      
         

      

    

     

    
      	
            	5.2	
              If
                Pro Elite exercises the Option, the terms of the purchase, including
                customary representations and warranties and indemnification provisions
                and non-competition covenants from the principals of RWE shall be
                set
                forth in a definitive purchase agreement to be negotiated in good
                faith,
                and the Participants shall work in good faith and expeditiously towards
                the closing of all of the transactions contemplated in such purchase
                agreement. The assets of RWE shall be free and clear of all Liabilities.
                From the Effective Date to the Exercise Date, neither RWE nor any
                of its
                members shall: (a) solicit any offer or enter into any agreement
                for the
                sale, transfer or other disposition of any membership interest or
                any
                assets of RWE or for any business combination or reorganization involving
                RWE, to or with any other entity or person; (b) pursue any unsolicited
                offer for any such sale, transfer or other disposition, business
                combination or reorganization; and (c) furnish to any person or entity
                (other than Pro Elite and its authorized agents and representatives)
                any
                non-public information concerning RWE or its business, financial
                affairs
                or prospects with the intent of permitting such person or entity
                to
                evaluate a possible acquisition of any membership interest or assets
                of
                RWE or a possible business combination or reorganization involving
                RWE. In
                the event RWE receives any unsolicited offer or inquiry from any
                person,
                it will promptly (and in any event within forty-eight (48) hours)
                deliver
                to Pro Elite copies of any written communications relating to such
                unsolicited offer or inquiry as well as a complete and accurate
                description of any such offer or inquiry and the response of RWE
                thereto,
                if any.

            


    

     

    
      	
            	5.3	
              In
                order to determine whether Pro Elite will exercise the Option, RWE
                shall
                cause to afford to Pro Elite, and the accountants, counsel and other
                representatives of Pro Elite, reasonable access at least sixty (60)
                days
                prior to the Exercise Date, during normal business hours to the
                properties, books, contracts, commitments, records, financial reports
                and
                management of RWE. Each of RWE and Penn shall use reasonable efforts
                to
                furnish promptly to Pro Elite all information and documents concerning
                the
                business, operations and financial condition of RWE as Pro Elite
                may
                reasonably request to the extent that such documents contain information
                not available to Pro Elite because of Pro Elite’s role in operating the
                Events. Each of RWE and Penn shall provide to Pro Elite all information
                reasonably requested by Pro Elite for the purpose of evaluating the
                transaction contemplated hereby and not use, disclose or disseminate
                any
                confidential information or trade secrets which Pro Elite may provide
                to
                RWE in connection with the transactions contemplated
                hereby.

            


    

     

    
      
         

      

      
        A
          -6

        
          

        

      

      
         

      

    

     

    
      	
            	5.4	
              If
                Pro Elite does not exercise the Option, such non-exercise shall not
                in any
                way affect Pro Elite’s exclusive ownership of the Event
                Content.

            


    

     

    
      	6.	 	
              Issuance
                of Pro Elite Warrants.

            


    

     

    Within
      10
      business days of the Effective Date, Pro Elite shall issue to RWE a five year
      warrant to purchase 750,000 Pro Elite Shares at an exercise price of $2.00
      per
      share. Such warrant shall vest over a term of three years on an equal
      installment basis, on each of November 13, 2007, November 13, 2008 and November
      13, 2009, and shall not vest on a pro-rata basis. In the event this Agreement
      is
      terminated pursuant to Section
      11
      of this
      Agreement, RWE shall not thereafter be able to exercise any warrants that are
      not vested, provided, that if Pro Elite terminates this Agreement without cause
      prior to November 13 of any year, the vesting shall be pro rata for any period
      of less than a year. 

     

    
      	7.	 	
              Observer
                of and Appointment to the Board of Directors of Pro Elite.

            


    

     

    During
      the Term, Penn shall be invited to attend scheduled board meetings held by
      the
      Board of Directors of Pro Elite (the “Board”)
      as a
      silent and non-voting attendee. Subject to: (a) Pro Elite’s exercise of the
      Option pursuant to Section
      5
      of this
      Agreement, (b) the successful completion of the acquisition of RWE by Pro Elite
      and (c) shareholder approval to appoint Penn to the Board, Penn shall be
      appointed to the Board. Should Penn be unable to physically attend all such
      meetings, all necessary efforts must be made to ensure that Penn may participate
      by telephone.

     

    
      	8.	 	
              Representations
                and Warranties.

            


    

     

    
      	
            	8.1	
              General.
                As of the date hereof and as of the Closing, each of the Pro Elite
                and RWE
                represents and warrants to the other parties that: (a) such party
                is duly
                organized, validly existing and in good standing under the Laws of
                the
                jurisdiction of its formation; (b) such party has all necessary power
                and
                authority to execute, deliver and perform this Agreement and each
                other
                agreement or instrument contemplated hereby and thereby to which
                it is or
                will become a party (the “Related
                Agreements”);
                (c) the execution, delivery and performance of this Agreement and
                each
                Related Agreement to which it is a party have been duly authorized
                by all
                necessary action on the part of such party; (d) this Agreement and
                each
                Related Agreement to which it is a party, when executed and delivered
                by
                such party, will constitute, the valid and binding obligations of
                it,
                enforceable against it in accordance with its terms, except as such
                enforceability may be limited by bankruptcy, insolvency, reorganization,
                moratorium and other similar Laws relating to or limiting creditors’
                rights generally and equitable principles; and (e) the execution,
                delivery
                and performance by such party of this Agreement and each Related
                Agreement
                to which it is a party and the consummation by it of its obligations
                hereunder and thereunder do not and will not (x) violate its charter
                documents, (y) violate any applicable Law known to it, or (z) result
                in any breach or default under any provision of any contract to which
                it
                is a party or by which it is bound.

            


    

     

    
      
         

      

      
        A
          -7

        
          

        

      

      
         

      

    

     

    
      	
            	8.2	
              Legal
                Proceedings.
                Each of Pro Elite and RWE represents and warrants to the other parties
                that (a) there are no claims, actions, suits, arbitrations, proceedings
                or
                investigations by or before any Governmental Authority pending or,
                to such
                party’s knowledge, threatened, that questions the validity of, or restrict
                such party from consummating, the transactions contemplated by this
                Agreement and (b) such party is not subject to any judgment, order,
                writ,
                injunction, civil investigative demand or decree of any Governmental
                Authority that questions the validity of, or restrict such party
                from
                consummating, the transactions contemplated by this Agreement, and,
                to
                such party’s knowledge, no such judgment, order, writ, injunction, civil
                investigative demand or decree is threatened against such
                party.

            


    

     

    
      	
            	8.3	
              Rumble
                World Entertainment.
                Except as disclosed on Schedule A attached hereto, RWE represents
                and
                warrants to Pro Elite that it is the sole and exclusive owner of
                all
                right, title and interest in and to the Licensed Property, free and
                clear
                of any right, title, interest, claim, lien or encumbrance of any
                kind or
                nature whatsoever, and has all right, power and authority to enter
                into
                and perform this Agreement without the consent or approval of any
                third
                party. Any intellectual property RWE provides or licenses to Pro
                Elite
                shall be free and clear of third party claims and will not,
                in
                any way, infringe upon or violate any copyright or any rights of
                privacy
                or publicity, common law rights, or any other rights of any third
                party or
                constitute a libel or slander against any person, firm or
                corporation.

            


    

     

    
      	
            	8.4	
              Consulting
                Agreement.
                Penn represents and warrants to Pro Elite that he has the right to
                enter
                into the Consulting Agreement applicable to
                him.

            


    

     

    
      	9.	 	
              Assignment.

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties named
      herein and their respective successors and assigns. However, no assignment
      by a
      party to this Agreement of any of such party’s rights or obligations under this
      Agreement shall in any manner release the assigning party of any of its
      obligations under this Agreement without the prior written approval of each
      of
      the other parties to this Agreement. Furthermore, (a) if a party to this
      Agreement is merged or consolidated with or into another entity, the surviving
      entity shall be bound by all of the merging or consolidating party’s obligations
      under this Agreement, and (b) if a party to this Agreement sells all or
      substantially all of its assets to another Person, the purchaser shall be bound
      by all of the selling party’s obligations under this Agreement. If control of
      any party to this Agreement changes as a result of the sale or other transfer
      of
      ownership interests in such party, the rights and obligations of such party
      under this Agreement shall not be altered by reason of the change of control.
      

     

    
      
         

      

      
        A
          -8

        
          

        

      

      
         

      

    

     

    
      	10.	 	
              Confidentiality.

            


    

     

     

    
      	
            	10.1	
              All
                information which is not public knowledge disclosed heretofore or
                hereafter by any party to any other party (including its attorneys,
                accountants or other representatives) in connection with this Agreement
                or
                any related document, including the terms and conditions of this
                Agreement
                and information disclosed pursuant to nondisclosure agreements with
                third
                parties, shall be kept confidential
                by such other party, and shall not be used by such other party otherwise
                than for use as herein contemplated, except to the extent (a) it is
                or hereafter becomes public knowledge (other than by action of the
                disclosing party in breach of this Agreement) or becomes lawfully
                obtainable from other sources, including a third party who is not
                known to
                be under an obligation of confidentiality to the party disclosing
                such
                information or to whom information was released without restriction;
                or
                (b) such other party is compelled to disclose such information
                publicly by judicial
                or administrative process or, in the opinion of its counsel, by other
                Legal Requirements, and then only to the extent of such required
                public
                disclosure; or (c) such duty as to confidentiality and non-use is
                waived by such non-disclosing party. In the event of termination
                of
                this
                Agreement, each party shall exercise all reasonable efforts to return,
                upon request, to the other parties all documents and reproductions
                thereof
                received from such other parties (and, in the case of reproductions,
                all
                such reproductions made by the receiving party) that include information
                not within the exceptions contained in the first sentence of this
                Section 10.1.
                

            


    

     

    
      	
            	10.2	
              Notwithstanding
                Section
                10.1,
                the parties may disclose the terms of this Agreement to its employees,
                officers, and permitted agents and representatives,
                customers
                and suppliers as may be necessary or appropriate. 

            


    

     

    
      	
            	10.3	
              Representatives.
                Each party shall require its employees, officers, customers, suppliers,
                and permitted agents and representatives to comply with this Section
                10.
                

            


    

     

    
      	11.	 	
              Termination.

            


    

     

    If
      this
      Agreement is terminated, all further obligations of the parties under this
      Agreement will terminate without further liability of any party to another;
      provided that the obligations of the parties contained in Sections
      6,
      8,
      9,
      10
      and
11
      will
      survive any such termination, and provided further that if the Agreement is
      terminated by Pro Elite For Cause all rights to the Licensed Property shall
      continue until expiration of the three year period and all rights to the Event
      Content shall continue in perpetuity. This Agreement may be terminated by (a)
      mutual agreement of both Participants, (b) by either Participant For Cause
      if
      the breaching party has failed to correct its breach after fifteen days notice
      from notice from the non-breaching party, or (c) by Pro Elite on thirty days’
notice. Notwithstanding the foregoing, a termination under this section will
      not
      relieve any party of any liability for a breach of, or for any misrepresentation
      under this Agreement, or be deemed to constitute a waiver of any available
      remedy (including specific performance if available) for any such breach or
      misrepresentation. Notwithstanding anything to the contrary, upon termination,
      the license to Pro Elite to use the Licensed Property shall be terminated
      subject, however, to the provisions of this Section 11 and Section 1.2. No
      termination shall affect the rights of the parties hereto to amounts due under
      this Agreement including with respect to Events scheduled prior to termination
      that actually occur.

     

    
      
         

      

      
        A
          -9

        
          

        

      

      
         

      

    

     

    
      	12.	 	
              Survival.

            


    

     

    The
      representations and warranties of the parties contained in this Agreement shall
      survive the execution and delivery of this Agreement and the Closing and shall
      remain in full force and effect until the three-year anniversary of the Closing
      (the “Expiration
      Date”).

     

    
      	13.	 	
              Miscellaneous.

            


    

     

    
      	
            	13.1	
              Governing
                Law.
                This Agreement and any action instituted by any party with respect
                to
                matters arising hereunder shall be governed by and construed in accordance
                with the laws of the State of California applicable to contracts
                made and
                performed in such State and without regard to conflicts of law doctrines.
                

            


    

     

    
      	 	13.2	
              Mediation;
                Fees and Expenses.
                

            


    

     

    
      	
            	(a)	
              Except
                as otherwise provided in this Section
                13.2(a),
                no civil action regarding any controversy, dispute or claim under,
                arising
                out of, in connection with or in relation to this Agreement (including,
                without limitation, the interpretation, construction, coverage, scope,
                performance, non-performance, breach, termination, validity or
                enforceability of this Agreement) may be commenced by the Subsidiary,
                by
                Pro Elite, RWE or any other Person who is subject to the terms of
                this
                Agreement until the matter has been submitted to the Los Angeles,
                California office of JAMS for confidential mediation. The Subsidiary,
                Pro
                Elite, RWE or any other Person who is subject to the terms of this
                Agreement may commence mediation by providing to JAMS and the other
                parties a written request for mediation, setting forth the subject
                of the
                dispute and the relief requested. The parties agree to cooperate
                with JAMS
                and with one another in selecting a mediator from the JAMS panel
                of
                neutrals and in scheduling and conducting the mediation proceeding.
                The
                parties agree that they shall participate in the mediation in good
                faith,
                and that they shall share its costs equally. All offers, promises,
                conduct
                and statements, whether oral or written, made in the course of the
                mediation by any of the parties, their agents, employees, experts
                or
                attorneys, and by the mediator and any JAMS employees, shall be
                confidential, privileged and inadmissible for any purpose, including
                impeachment, in any litigation or other proceeding involving the
                parties,
                provided that evidence that is otherwise admissible or discoverable
                shall
                not be rendered inadmissible or non-discoverable as a result of its
                use in
                the mediation.

            


    

     

    
      	
            	(b)	
              Notwithstanding
                the provisions of Section
                13.2(a),
                any party may seek temporary or preliminary injunctive relief or
                other
                equitable relief in any court of competent jurisdiction at any time
                prior
                to the commencement or completion of the mediation in order to preserve
                the status quo pending the completion of the mediation process or
                to
                prevent immeasurable and irreparable injury that might result from
                a
                breach of this Agreement or of another agreement to which such party
                is
                subject. 

            


    

     

    
      
         

      

      
        A
          -10

        
          

        

      

      
         

      

    

     

    
      	
            	(c)	
              Except
                for an action to obtain equitable relief that is described in Section
                13.2(b),
                a
                civil action with respect to the matters submitted to mediation may
                not be
                commenced until after the completion of the initial mediation session
                or
                sixty days after the date of filing the written request for mediation,
                whichever occurs first. Mediation may continue after the commencement
                of a
                civil action, if the parties so desire. The provisions of this
                Section
                13.2
                may be enforced by any court of competent
                jurisdiction.

            


    

     

    
      	
            	(d)	
              The
                unsuccessful party to any civil action that is permitted by this
                Agreement
                shall pay to the prevailing party all costs and expenses, including,
                without limitation, reasonable attorneys' fees, incurred therein
                by the
                prevailing party, all of which shall be included in and as a part
                of the
                award rendered in such proceeding or action. For purposes of this
                Section
                13.2(d),
                attorneys’ fees shall include, without limitation, fees incurred in
                connection with post-judgment and post-award actions.
                

            


    

     

    
      	 	13.3	
              Counterparts;
                Headings; Facsimile Execution.
                This Agreement may be executed in two or more counterparts, each
                of which
                shall be deemed an original but all of which together shall constitute
                one
                and the same instrument. Any counterpart or other signature delivered
                by
                facsimile shall be deemed for all purposes as being a good and valid
                execution and delivery of this Agreement by that party. The descriptive
                headings of the Articles, Sections and subsections of this Agreement
                are
                for convenience only and do not constitute a part of this
                Agreement.

            


    

     

    
      	 	13.4	
              Notices.
                Any notice or other communication hereunder must be given in writing
                and
                (a) delivered in person, (b) transmitted by facsimile or
                telecommunications mechanism, provided that any notice so given is
                also
                mailed as provided in clause (c), or (c) mailed by certified or registered
                mail, postage prepaid, receipt requested, in each case to the address
                or
                facsimile number set forth below each party’s name on the signature pages
                hereto, or to such other address or to such other Person as a party
                shall
                have last designated by such notice to the other party. Each such
                notice
                or other communication shall be effective (i) if given by
                telecommunication, when transmitted to the applicable number so specified
                in (or pursuant to) this Section
                13.4
                and an appropriate answerback is received or, if transmitted after
                4:00
                p.m. local time on the day following the date on which such notice
                is
                sent, (ii) if given by mail, three days after such communication
                is
                deposited in the mails with first class postage prepaid, addressed
                as
                aforesaid or (iii) if given by any other means, on the day when actually
                received at such address.

            


    

     

    
      
         

      

      
        A
          -11

        
          

        

      

      
         

      

    

     

    
      	 	13.5	
              Books.
                Pro Elite agrees to keep accurate books of accounts and records covering
                all transactions relating to the Events, Event Content and exploitation
                of
                the Licensed Property, and to grant to an independent certified public
                accountant, appointed by and at the expense of RWE, the right to
                an
                examination during mutually convenient business hours of the day
                of said
                books of accounts and records and of all other documents and materials
                in
                the possession or under the control of Pro Elite with respect to
                the
                subject matter and the terms of this Agreement, and the accountant
                shall
                have free and full access thereto for said purposes and for the purpose
                of
                making confidential extracts therefrom. Pro Elite hereby authorizes
                and
                shall require all persons or entities supplying services covered
                by this
                Agreement to supply accurate books and records of products produced
                for
                Pro Elite to RWE at RWE’s request. All books of accounts and records shall
                be kept available for two years after the termination of this Agreement,
                or any renewal thereof, and Pro Elite agrees to permit such an examination
                during such two-year period.

            


    

     

    
      	 	13.6	
              Audit
                by RWE.
                RWE, upon giving to Pro Elite at least thirty (30) days advance written
                notice by certified mail of its intention to do so, shall have the
                right
                to audit all books and records which Pro Elite is required to maintain
                pursuant to the above. In the event that it has been finally determined
                that Pro Elite has understated payments due RWE for any reporting
                period,
                Pro Elite shall forthwith and upon written demand pay to RWE the
                amount,
                if any, by which the actual payment due exceeds payments paid. If
                the
                amount of underpaid payment exceeds 5% of payments due in any quarter,
                Pro
                Elite shall also pay a 10% penalty based on the amount underpaid
                for that
                quarter. If Pro Elite has overstated sales or overpaid payments,
                any
                excess paid shall be credited against the next payment due. Pro Elite
                shall forthwith and upon demand also pay RWE all costs, fees, penalty
                and
                expenses incurred by RWE in conducting such audit only in the event
                that
                it is finally determined that Pro Elite underpaid payments due by
                more
                than 5% of the payment due.

            


    

     

    
      	 	13.7	
              Waiver;
                Amendment.
                Any provision of this Agreement may be amended only by a written
                instrument signed by Pro Elite and RWE. The waiver of any right under
                this
                Agreement requires only the written consent of the party waiving
                such
                right. Failure to insist upon strict compliance with any of the terms
                or
                conditions of this Agreement will not be deemed a waiver of such
                term or
                condition, nor will any waiver or relinquishment of, or failure to
                insist
                upon strict compliance with, any right hereunder at any one or more
                times
                be deemed a waiver or relinquishment of such right at any other time
                or
                times.

            


    

     

    
      	 	13.8	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement among the parties
                relative
                to the subject matter of this Agreement. This Agreement replaces
                and
                supersedes all prior written or oral agreements, statements,
                correspondence, negotiations and understandings among the parties
                with
                respect to the matters covered by this Agreement.
                

            


    

     

    
      	 	13.9	
              Representation
                by Counsel; Interpretation.
                The parties hereto acknowledge that each party to this Agreement
                has been
                represented by counsel in connection with this Agreement and the
                transactions contemplated by this Agreement. Accordingly, any rule
                of Law,
                or any legal decision that would require interpretation of any claimed
                ambiguities in this Agreement against the party that drafted it has
                no
                application and is expressly
                waived.

            


    

     

    
      
         

      

      
        A
          -12

        
          

        

      

      
         

      

    

     

    
      	 	13.10	
              Severability.
                If any provision of this Agreement is determined to be invalid, illegal
                or
                unenforceable, the remaining provisions of this Agreement, to the
                extent
                permitted by Law, shall remain in full force and effect provided
                that the
                essential terms and conditions of this Agreement for all parties
                remain
                valid, binding and enforceable.

            


    

     

    
      	 	13.11	
              Further
                Assurance.
                Each party agrees to cooperate fully with the other parties, to take
                such
                actions, to execute such further instruments, documents and agreements,
                and to give such further written assurances, as may be reasonably
                requested by any other party to evidence and reflect the transactions
                described herein and contemplated hereby, and to carry into effect
                the
                intents and purposes of this
                Agreement.

            


    

     

    
      	 	13.12	
              Expenses.
                Subject to Section
                13.2(d)
                regarding payment of a prevailing party’s costs and expenses in a civil
                action, each party will each pay its own expenses incident to the
                negotiation, preparation and performance of this Agreement and the
                transactions contemplated hereby and
                thereby.

            


    

     

    
      	14.	 	
              Certain
                Definitions.

            


    

     

    As
      used
      in this Agreement, the following terms have the following respective
      meanings:

     

    
      	
            	14.1	
              “For
                Cause”
                means the material breach of any provision of this Agreement or of
                any
                Service Agreement with Jay Dee Penn.


            


    

     

    
      	
            	14.2	
              “Governmental
                Authority”
                means any court, tribunal, arbitrator, authority, agency, commission,
                official or other instrumentality of the United States, any other
                country
                or any state, county, city or other political subdivision of the
                United
                States or any other country.

            


    

     

    
      	
            	14.3	
              “Law”
                means all federal, state, local, municipal, and other laws, statutes,
                constitutions, ordinances, codes, edicts, decrees, injunctions,
                stipulations, judgments, orders, rulings, rules, regulations, assessments,
                writs, and requirements whether
                temporary, preliminary or permanent, issued,
                enacted, adopted, promulgated, implemented or otherwise put into
                effect by
                or under the authority of any Governmental
                Authority.

            


    

     

    
      	
            	14.4	
              “Legal
                Requirement”
                means any federal, state, local, municipal, foreign, international,
                multinational or other administrative order, constitution, law, ordinance,
                principle of common law, regulation, statute or
                treaty.

            


    

     

    
      	
            	14.5	
              “Liabilities”
                means debts, liabilities and obligations, whether accrued or fixed,
                absolute or contingent, matured or unmatured, determined or determinable,
                known or unknown, including those arising under any law, action or
                governmental order and those arising under any contract, agreement,
                instrument, commitment or
                undertaking.

            


    

     

    
      
         

      

      
        A
          -13

        
          

        

      

      
         

      

    

     

    
      	
            	14.6	
              “Person”
                shall be construed broadly and shall include an individual, a partnership,
                a corporation, an association, a joint stock company, a limited liability
                company, a trust, a joint venture, an unincorporated organization,
                a
                Governmental Authority or any department, agency or political subdivision
                thereof, and any other entity or
                organization.

            


    

     

    
      	
            	14.7	
              “Martial
                Arts”
                means all types of martial arts and combat sports including mixed
                martial
                arts.

            


    

     

    


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

    
       

    

    
      	 	
              PRO
                ELITE, INC.

               

               

              By:
                _______________________________________

              Name: 

              Title: 

               

              Address: 
                ______________________________

                                     __________________________

              Facsimile:
                ______________________________  

               

               

            
	 	
              RUMBLE
                WORLD ENTERTAINMENT, LLC

               

               

               

              
                By:
                  _______________________________________

                Name: 

                Title: 

                 

                Address: 
                  ______________________________

                                       __________________________

                Facsimile:
                  ______________________________ 

              

               

            
	 	
              Agreed
                to:

               

               

              _____________________________

              Jay
                Dee Penn

            


    

    


    
      
         

      

      
        A
          -14

        
          

        

      

      
         

      

    

    


    SCHEDULE
      A

     

    “Rumble
      World Entertainment”

     

    	1.  	
            The
              trademarks “RUMBLE WORLD ENTERTAINMENT”, “RWE”, “RUMBLE ON THE ROCK”, and
              “ROTR” throughout the universe.

          


     

    	2.  	
            The
              good will and portion of the business of RWE pertaining to and symbolized
              by such trademarks. 

          


     

    	3.  	
            Such
              trademarks include, but are not limited to the words “RUMBLE WORLD
              ENTERTAINMENT”, “RWE”, “RUMBLE ON THE ROCK”, and “ROTR” as word marks,
              independent of any design, as well as part of any design, and the
              registration of such trademarks, if any, and including without limitation,
              all common law rights therein, all designs and logos related thereto,
              and
              all stylized versions thereof, together with the right to recover for
              damages and profits for the past infringement thereof, and the good
              will
              and portion of the business of RWE pertaining to and symbolized by
              such
              trademarks.

          


     

    	4.  	
            The
              domain names and websites http://www.rumbleontherock.com/,
              http://www./rumbleworld.tv (herein individually and collectively referred
              to as “Website”) throughout the universe.


          


     

    	5.  	
            Copyrights
              in and to the marks, the Website and all content contained therein,
              and
              all copyrights owned or controlled by RWE related to such marks, Website,
              and content throughout the universe.

          


     

    	6.  	
            RWE
              has no rights in or to the names and marks “BJ PENN”, “BJ PENN.COM”, and
              “BJ PENN MIXED MARTIAL ARTS ACADEMY” including variants thereof. Apart
              from its rights to use existing content from previous mixed martial
              arts
              bouts in which BJ Penn appears, RWE has no rights to any likeness or
              image
              of BJ Penn.

          


     

    


    
      
         

      

      
        A
          -15