Text
      marked by [ * * *] has been omitted pursuant to a Request for Confidential
      Treatment and was filed separately with the Securities and Exchange
      Commission.

    


    EXCLUSIVE
      DISTRIBUTION AGREEMENT

    


    Agreement
      made as of this 8th
      day of
      November, 2006, between PRO ELITE, INC., 12100
      Wilshire Boulevard, Suite 800, Los Angeles, CA 90025
      (hereinafter referred to as “Licensor”)
      and
      SHOWTIME NETWORKS INC., 1633 Broadway, New York, New York 10019 (hereinafter
      referred to as “SNI”)
      concerning the staging, television production and distribution of mixed martial
      arts programs as more fully set forth below.

    


    1. Term.
      The
      term of this Agreement shall commence on the date hereof and expire on December
      31, 2009 (as the same may be extended, the “Term”).
      The
      Term may be extended in accordance with the following:

    


    
      Commencing
        on August 1, 2008, SNI shall have a forty-five (45) day exclusive negotiating
        window to renew this Agreement for an additional three-year period (i.e.,
        through December 31, 2012) on terms to be mutually agreed upon. In the event
        no
        agreement between SNI and Licensor is reached to so extend the Term within
        such
        exclusive negotiating window, then Licensor may negotiate with any third
        party
        in connection with any or all of such rights; provided, however,
        that Licensor may not enter into any arrangement, understanding or agreement
        with a third party or parties on less favorable terms to Licensor than the
        last
        offer which SNI made to Licensor without first giving SNI a right to match
        such
        less favorable terms, exercisable within ten (10) days following receipt
        by SNI
        of written notice detailing the terms and conditions of the bona-fide
        third-party odder, as to any such offer that Licensor intends to accept.
        If SNI
        does not meet such third-party offer, Licensor shall be free to conclude
        its
        agreement with such third party, provided, however, that Licensor shall not
        enter into any arrangement, understanding or agreement with such third party
        (or
        any other third party) on terms and conditions less favorable to Licensor
        than
        those contained in the third-party offer without again affording SNI a last
        refusal as provided above. Licensor shall not structure any agreement with
        any
        third party in a manner which could reasonably be anticipated to frustrate
        SNI's
        first negotiation and/or last refusal rights hereunder.

       

    

    2. The
      Events.

    


    (a) Licensor
      shall provide live professional mixed martial arts programs under the brand
      name
“Elite XC...” (or such other brand name mutually agreed upon by the parties
      hereto) (“Elite
      XC”)
      in
      accordance with the following schedule (which represents the minimum number
      of
      anticipated Events): 

    


    
      	
              Year

            	
              Showtime
                Events

            	
              PPV
                Events

            
	
              2007

            	
              4

            	
              2
                -
                4

            
	
              2008

            	
              6
                -
                8

            	
              4
                -
                6

            
	
              2009

            	
              8
                -
                12

            	
              6
                -
                10

            


    

    


    The
      first
      Showtime Event (tentatively entitled “Elite XC #1”) shall take place on
      February 10, 2007 and shall be staged at a venue to be mutually agreed
      upon, and shall be scheduled to start at either 9PM ET or 10PM ET, as designated
      by SNI.

    


    (b)

    


    (i) Unless
      otherwise mutually agreed in writing, all events to be aired live on SHOWTIME
      (as opposed to events to be first offered exclusively on pay-per-view)
      (“Showtime
      Events”)
      will
      be scheduled in order to be available live on SHOWTIME starting at either 9PM
      ET
      or 10PM ET (such start time to be determined by SNI) and SNI shall use its
      commercially reasonable efforts to air each Event when and as delivered by
      Licensor hereunder. Each Showtime Event will be scheduled to run for
      approximately two (2) hours. 

    


    (ii) Unless
      otherwise mutually agreed in writing, all events to be first offered exclusively
      on pay-per-view (“PPV
      Events”,
      and
      collectively with the Showtime Events, the “Events”)
      will
      be scheduled in order to be available live starting at either 9PM ET or 10PM
      ET
      (such start time to be determined by SNI). Each PPV Event will be scheduled
      to
      run for approximately three (3) hours. 

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (iii) Each
      Event will be scheduled to take place live on a Saturday night on dates to
      be
      mutually agreed upon by SNI and Licensor. In all events, Licensor acknowledges
      that SNI schedules its boxing events on the first Saturday of every month,
      and,
      as such, such first Saturdays would be unavailable for Events unless SNI were
      to
      agree otherwise. 

    


    (iv) The
      parties shall mutually agree on additional events to be staged as
“SHOBOX Elite XC” featuring up and coming fighters developed through
      the Pro Elite ladder system on terms to be mutually agreed
      upon.

    


    (c) The
      fighter participants (each, a “Fighter”),
      match-ups and the headline bout (the “Main
      Bout”)
      to be
      televised as part of each Event will be mutually agreed upon between SNI and
      Licensor sufficiently in advance of each Event. There shall be no less than
      four (4) bouts to be telecast as part of each Showtime Event and no less
      than five (5) bouts to be telecast as part of each PPV Event. All bouts
      scheduled to be on the telecast of the pertinent Event shall be referred to
      herein as the “Event
      Card.”
      Licensor shall use its best commercially reasonable efforts to keep each Event
      Card intact, provided that in the event that there needs to be a substitution
      either of a particular Fighter or a particular bout, Licensor shall immediately
      notify SNI of the need for such substitution and the reason(s) therefor, and
      shall work with SNI in determining the appropriate replacement Fighter or bout
      as applicable. In all events, the replacement Fighter/bout shall be of at least
      equal quality to the Fighter/bout being replaced.

    


    (d) Unless
      otherwise mutually agreed upon, each Event shall be staged at a venue located
      in
      the continental United States (other than the first Event, which may be staged
      in Honolulu, Hawaii) from an arena that permits SNI to telecast a first class
      quality, high definition production consistent with the production values of
      SNI’s Showtime Championship Boxing franchise (each, a “Venue”).
      

    


    (e) SNI
      shall
      not be required to blackout any marketing, promotion or telecast of any Showtime
      Event or PPV Event, provided that with respect to PPV Events, SNI shall use
      its
      reasonable efforts to have the local cable system(s) (within a 30 mile radius
      of
      the Venue) not run advertising spots promoting the live Event until such time
      that 80% of the Venue tickets have been sold or 12:01 am ET on the Thursday
      prior to the date of the PPV Event, whichever is earlier. For each PPV Event,
      Licensor shall promptly notify SNI when 80% of the Venue tickets have been
      sold.

    


    3. Grant
      of Rights.

    


    (a) Showtime
      Events:
      (i) For
      each
      Showtime Event, Licensor hereby grants to SNI the right (which right shall
      be
      exclusive (except as otherwise set forth herein) to SNI for the “Exclusive
      License Period” (as defined below) applicable to such Showtime Event and
      non-exclusive thereafter for the “Non-Exclusive License Period” (as defined
      below) applicable to such Showtime Event) throughout the “Territory” (as defined
      below) to market, exhibit, sell and otherwise exploit, and to authorize others
      to market, exhibit, sell and otherwise exploit, the live telecast and recordings
      of such Showtime Event, in whole or in part (in both standard and high
      definition formats), in any and all media whether now known or hereafter
      existing (but excluding “Home Video” (as defined below), the internet and mobile
      (i.e., cell phone hand sets) technologies, which rights shall be as further
      described below) (including, without limitation, theatrical, non-theatrical,
      closed circuit, pay-per-view, video on demand, premium television (including,
      without limitation, subscription video on demand), basic cable, over the air
      broadcast television, still photographs, and radio) via any and all distribution
      technologies whether now known or hereafter existing (including, without
      limitation, distribution to hotels and motels, terrestrial broadcast systems,
      cable systems, SMATV systems, MMDS systems, and direct-to-home (including,
      without limitation, HTVRO and DBS) and closed broadband distribution
      systems).

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (ii) With
      respect to exploitation of each Event in the Territory by means of the internet
      and mobile technologies (the “Other
      Media”),
      (X) SNI shall have the right to market and promote by means of such Other
      Media, and shall have the right to authorize others to market and promote by
      means of such Other Media, the Events (including, without limitation, by means
      of the use of clips of the Showtime Events and PPV Events) and their upcoming
      exhibitions, and (Y) SNI and Licensor shall negotiate in good faith, on an
      opportunity-by-opportunity basis, on the timing of exploitation of such Showtime
      Event itself via such Other Media and whether SNI or Licensor shall pursue
      such
      opportunity, with the goal of maximizing revenues to, and exposure of the Events
      for, SNI and Licensor from such exploitation.

    


    (iii) Notwithstanding
      the exclusive grant of rights above, for each Showtime Event, commencing
      forty-five (45) days after the date of the pertinent live Showtime Event,
      Licensor may offer such Showtime Event (either in whole or on a bout-by-bout
      basis) via “Downloading” (as defined below) from internet websites owned and
      operated by Licensor. Such internet exploitation shall be non-exclusive to
      SNI’s
      rights as described elsewhere in this Agreement. Any revenue generated by such
      exploitation (after deduction solely of Licensor’s reasonable, verifiable,
      direct out-of-pocket costs specifically for making the bout or bouts available
      for Downloading and specifically for selling such bouts via Downloading (but
      excluding in all events any and all costs for overhead and/or similar items)
      (“Permitted
      Costs”)
      shall
      be split seventy percent (70%) to Licensor and thirty percent (30%) to
      SNI. Licensor shall remit to SNI its share of such revenue within
      thirty (30) days after receipt thereof by Licensor or any affiliate of
      Licensor.

    


    (b) PPV
      Events.
      (i) For
      each
      PPV Event, Licensor hereby grants to SNI the exclusive right throughout the
      Territory for the entire “Initial PPV License Period” (as defined below)
      applicable to such PPV Event to distribute, exhibit, sell and otherwise exploit
      (subject to Licensor’s prior approval of each such distribution agreement, which
      shall not be unreasonably withheld or delayed), the live telecast and recordings
      of such PPV Event, in whole or in part, (1) via all forms of pay-per-view
      whether now known or hereafter existing (including, without limitation, video
      on
      demand) to residential consumers via any and all distribution technologies
      whether now known or hereafter existing (including, without limitation,
      distribution to hotels and motels, terrestrial broadcast systems, cable systems,
      SMATV systems, MMDS systems, and direct-to-home (including, without limitation,
      HTVRO and DBS) and the internet (as opposed to any closed broadband
      distribution, which shall be permitted herein); provided that SNI shall first
      obtain Licensor’s prior written consent as to any internet (as opposed to any
      closed broadband distribution, which shall be permitted hereby) exhibition
      of
      such PPV Event prior to any such internet exhibition, which consent may be
      withheld in Licensor’s reasonable discretion) and (2) to “closed circuit”
(as defined below) locations (including the right to police and enforce such
      rights at closed circuit locations consistent with industry practice; provided
      that net revenues derived by SNI from such policing rights shall be included
      as
“Net Pay-Per View and Closed Circuit Receipts” (as defined below) applicable to
      such PPV Event for purposes of this Agreement). During the “Post PPV License
      Period” (as defined below) for a given PPV Event, SNI shall have the same
      rights, and the PPV Event shall be subject to the same holdbacks, as if such
      PPV
      Event were a Showtime Event under subparagraph (a) above. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (ii) Notwithstanding
      the exclusive grant of rights above, for each PPV Event, commencing forty five
      (45) days after the date of such live PPV Event, Licensor may offer such PPV
      Event (either in whole or on a bout-by-bout basis) via Downloading from internet
      websites owned and operated by Licensor. Such internet exploitation shall be
      non-exclusive to SNI’s rights as described elsewhere in this Agreement. Any
      revenue generated by such pay-per-view exploitation (after deduction solely
      of
      Licensor’s Permitted Costs) shall be split seventy percent (70%) to
      Licensor and thirty percent (30%) to SNI. Licensor shall remit to SNI its
      share within thirty (30) days after receipt by Licensor or any affiliate of
      Licensor.

    


    (c) Library
      Content:
      Licensor hereby grants to SNI the non-exclusive right for the Term to exhibit
      the “Library Content” (as defined below) in whole or in part (in both standard
      and high definition) throughout the Territory in any and all media now known
      or
      hereafter invented for use via any and all distribution technologies whether
      now
      known or hereafter existing (including, without limitation, distribution to
      hotels and motels, terrestrial broadcast systems, cable systems, SMATV systems,
      MMDS systems, and direct-to-home (including, without limitation, HTVRO and
      DBS),
      radio, mobile devices and downloading via the internet), for the sole purpose
      of
      promoting the Events, SNI, SNI’s programming and mixed martial arts (other than
      mixed martial arts competitors to Licensor) on SNI’s networks and solely to the
      extent and for so long as Licensor has the right to use such Library Content
      (provided that Licensor shall provide SNI written notice of any restrictions
      of
      which SNI needs to be aware and further written notice in the event that any
      rights previously granted have expired or are no longer available for SNI’s uses
      as and to the extent contemplated herein),. For purposes hereof, the term
“Library
      Content”
shall
      mean the content listed on Exhibit B attached hereto and any additional
      content hereafter created by or for Licensor during the Exclusive License Period
      pertaining to the Events and/or the Elite XC. If
      Licensor is commercially exploiting (or has authorized the commercial
      exploitation of) Library Content, SNI shall use good faith efforts to refrain
      from making the same Library Content available to the public as free promotional
      material. SNI may not show complete bouts as promos and can only use a
      reasonable amount of Library Content in each promotion so as to avoid diluting
      the value of the Library Content.

    


    (d) Home
      Video:
      The
      parties shall negotiate in good faith as to which party hereto will exploit
      in
      the Territory “Home Video” (as defined below) in order to maximize revenues
      therefrom. Net Revenues from Home Video shall be split seventy
      percent (70%) to Licensor and thirty percent (30%) to SNI. The
      foregoing revenue split shall apply to any Home Video product or offering
      containing (1) any Event, and/or (2) any other Elite XC-related material
      created by or for SNI during the Term. In connection with any Home Video
      distribution of any Event(s) or content as contemplated hereby, Licensor agrees
      that SNI’s name and logo (in the format provided to Licensor by SNI) shall be
      placed in a prominent manner on each Home Video (including DVD and any other
      format) box and in any and all Promotional materials relating to the Home Video
      distribution of such Event(s) and/or content. Notwithstanding the foregoing,
      SNI
      shall no longer be entitled to its share of the Home Video revenue as set forth
      hereunder with respect to each Event for any exploitation of such Event in
      Home
      Video that takes place beginning ten (10) years after the date of such
      Event. 

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (e) For
      purposes of this Agreement, the following terms shall have the following
      meanings:

    


    (i) the
      term
“Territory”
shall
      mean the United States and its territories, protectorates, commonwealths and
      possessions (including without limitation Puerto Rico and the U.S. Virgin
      Islands), Bermuda, and the Islands of the Caribbean (which Islands are set
      forth
      on Exhibit A
      hereto),
      and in addition, for PPV Events only, Canada; 

    


    (ii) the
      term
“Exclusive
      License Period”
for
      a
      given Event shall be for a period commencing on the date of the Event and shall
      expire without further notice three (3) years after the date of the
      Event;

    


    (iii) the
      term
“Non-Exclusive
      License Period”
for
      a
      given Event shall be for a period commencing on the date of the expiration
      of
      the Exclusive License Period for the Event and shall continue thereafter in
      perpetuity; 

    


    (iv) the
      term
“Initial
      PPV License Period”
for
      a
      given Event shall be for a period of five (5) calendar days from the date
      of the live Event; 

    


    (v) the
      term
“Post
      PPV License Period”
for
      a
      given Event shall be for a period commencing on the date of the expiration
      of
      the Initial PPV Period for the Event and shall continue thereafter in
      perpetuity;

    


    (vi) the
      term
“Downloading”
      shall
      mean the streaming or downloading transmission of an encrypted digital file
      of
      the pertinent content to a personal computer (or other device capable of
      receiving digital downloads, such as set-top boxes, handheld devices, wireless
      devices, etc.), on either (a) a “rental” basis (i.e., a temporary,
      download-to-rent basis) or (b) a “purchase” basis (i.e., a permanent,
      download-to-own basis);

    


    (vii) the
      term
“Home
      Video”
shall
      mean the sale and/or rental (and the promotion thereof) of videotape cassettes,
      laserdiscs, DVD’s, CD ROM’s or similar physical devices for private, personal
      use by individuals in their private residences; and

    


    (viii) the
      term
“closed-circuit”
shall
      mean a private telecast of a given Event within theaters,
      arenas, casinos, auditoriums, bars, clubs, restaurants or other similar
      locations of public assembly where an admission fee or other consideration
      is
      charged and received for entry to view the telecast of the given Event, but
      in
      no event with a fire code capacity in excess of 500 persons (except for licensed
      gaming casinos).

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (e) Game
      Rights:
      Licensor shall own all right, title and interest in and to all game rights
      of
      every kind and nature concerning the Elite XC and Licensor’s business. If and to
      the extent that SNI makes available a cable- and/or satellite-delivered video
      game service to its customers, Licensor shall use its best commercially
      reasonable efforts to ensure that any game produced with the authorization
      of
      Licensor during the Term is available through such video game service on terms
      and conditions to be negotiated between Licensor and such service. 

    


    (f) International
      Distribution.
      Licensor shall determine the territories outside of the Territory in which
      SNI
      shall be responsible for licensing and distributing the Events (referred to
      herein as “SNI
      International Territories”).
      For
      any such SNI International Territories, SNI would be entitled to retain a
      distribution fee (the “International
      Distribution Fee”)
      in an
      amount equal to fifteen percent (15%) of the “Net International Receipts” (as
      defined below). For purposes hereof, the term “Net
      International Receipts”
shall
      mean all revenues actually received by SNI from the Event in the SNI
      International Territory (after the deduction of all fees and amounts (which
      fees
      and amounts shall be negotiated in good faith and on an arm’s-length basis)
      retained by any agents for, and/or distributors and/or exhibitors of, such
      Events pursuant to the agreements between SNI and such agents, distributors
      and/or exhibitors together with the reasonable out-of-pocket costs incurred
      by
      SNI in creating and delivering the necessary materials and Events to such SNI
      International Territories). The terms and conditions of any agreements between
      SNI and such agents, distributors and/or exhibitors shall be subject to
      Licensor’s prior approval, not to be unreasonably withheld or delayed. Any
      amounts remaining after SNI’s International Distribution Fee and permitted
      deductible costs and expenses shall be remitted to Licensor within
      thirty (30) days after receipt by SNI or any affiliate of SNI.

    


    (g) Basic
      Cable/Broadcast Distribution.
      In the
      event that, at Licensor’s request, SNI is able to secure on Licensor’s behalf a
      basic cable or broadcast network to televise Elite XC content (such as, but
      not
      limited to, a reality show based on the Elite XC, library content, live Elite
      XC
      events, or behind the scenes shows, as opposed to the Events themselves), SNI
      shall be entitled to fifteen (15%) of all amounts actually received by
      Licensor or any affiliate of Licensor from such basic cable or broadcast
      network. Licensor shall remit to SNI its share of such amounts within
      thirty (30) days after receipt by Licensor or any affiliate of
      Licensor.

    


    (h) Territorial
      Protection.
      In
      connection with any internet by either party of any Event within such party’s
      territory (and excepting promotional uses), such party shall (i) use
      diligent efforts, and shall contractually require any and all sub-licensees
      or
      exhibitors of the pertinent Event to use diligent efforts, to restrict access
      to
      the Event to viewers located in such party’s territory (it being understood and
      agreed that use of commercially viable software that is designed to allow access
      to a web site or area only by individuals residing in the applicable territory
      shall constitute “diligent efforts” for purposes of this clause), (ii) not
      knowingly promote or authorize any other person or entity to promote the
      internet exploitation of the Event in a manner that is targeted to any websites
      or individuals that such party knows or reasonably should know reside outside
      of
      the pertinent territory, and (iii) use diligent efforts, and shall
      contractually require any and all sub-licensees or exhibitors of the Event
      to
      use diligent efforts, to ensure that all promotions of such internet of the
      Event bear a prominent disclaimer that indicates that the Event is not available
      to residents outside of the pertinent territory. 

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (i) Reservation
      of Rights.
      All
      rights not granted to SNI hereunder are reserved to Licensor. Except as to
      approval rights granted hereunder and as otherwise specified elsewhere in this
      Agreement, Licensor shall have absolute control of the operation of Licensor’s
      business and shall be entitled to promote its business and retain all revenues
      therefrom. As between SNI as the licensee under this Agreement and Licensor,
      Licensor shall be entitled to all gate revenue, site fees, concessions,
      sponsorship revenue and all other revenue derived by Licensor from the Events
      except for the revenues shared with SNI under this Agreement. If SNI makes
      any
      agreements with affiliated companies, such agreements shall be entered into
      on
      an arms length basis and in good faith. Licensor shall own all trademarks,
      service marks and other intellectual property in its business, subject only
      to
      the rights of SNI under this Agreement. SNI shall own all trademarks, service
      marks and other intellectual property in its business, subject only to the
      rights of Licensor under this Agreement.

    


    4. Costs
      and Expenses/License Fees/Recoupment/Distribution Fee to SNI.
      

    


    (a) Production
      of the Live Events.
      Except
      as expressly set forth below, Licensor shall be solely responsible for all
      elements of, and all costs and expenses associated with, the production,
      staging, content (including but not limited to national anthems, ring walks
      or
      entrances and the music associated therewith, interviews and promotional
      materials), promoting and marketing of the live Event and all the bouts that
      comprise the Event, including, without limitation, providing, at its sole cost
      and expense, the site, the participants (including but not limited to all
      Fighter purses, training expenses and travel and lodging expenses), officials,
      referees and other customary attendant activities, and paying any and all
      insurance (including satellite transmission failure insurance) and taxes,
      license and sanctioning fees or other assessments arising out of the live Event
      . SNI shall have no obligation to make any payments to any Fighter participating
      in the Event (including Fighters or any member of a Fighter’s camp), to any
      officials, referees, sanctioning organizations, arena or facility or to any
      other supplier of goods or services to the Event (except as expressly required
      by the provisions of this Agreement or as ordered by SNI with respect to its
      own
      distribution and exploitation of the Event), all of which shall, as between
      SNI
      and Licensor, be and remain the sole responsibility and liability of Licensor.
      Under no circumstances shall Licensor use or permit the use of any pyrotechnics
      or other flammable displays of any kind in or around the Venue at any time
      before, during or after the live Event unless SNI is advised and consulted
      prior
      to the Event and consents to the use thereof; provided that under all
      circumstances Licensor shall remain solely liable and responsible for and shall
      indemnify, defend and hold SNI harmless from the use thereof.

    


    (b) Television
      production.
      (i) SNI
      and
      Licensor shall mutually approve the key creative and production decisions
      concerning SNI’s telecast of the Events, but SNI shall be solely responsible
      for, and shall have the final decision with regard to, the technical production
      of the telecast, transmission and authorization of each Event (including, but
      not limited to, the content, graphics, announcers (including the telecast
      announcers and the ring announcer), camera numbers and locations, director,
      producer and production facilities). For Showtime Events taking place in 2007,
      Licensor shall be solely responsible (and shall reimburse SNI) for all of the
      costs and expenses associated with such television production (provided that
      such television production budget shall be subject to a mutually agreed upon
      budget) as further described in subclause (ii) below. For all other
      Showtime Events taking place after 2007 SNI shall fund the television
      production costs and pay the license fees provided for in Subclause (c)
      below. For all PPV Events, SNI will advance all television production
      costs, which shall be recouped by SNI as provided in Subclause (d)(ii) below.
      

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (ii) In
      all
      events, for Showtime Events taking place in 2007, SNI shall consult with
      Licensor as to such television production matters (including, but not limited
      to, the above- and below-the-line budgets, the announce team, ring announcer,
      number and positioning of cameras, production and transmission facilities and
      processes). The television production and transmission is currently estimated
      to
      be between $250,000 and $350,000 per Event. Prior to each Showtime Event taking
      place in 2007, SNI shall furnish to Licensor for its review and approval (not
      to
      be unreasonably withheld or delayed) an estimated production and transmission
      budget for such Event. Following the Showtime Event, SNI shall furnish to
      Licensor an invoice containing an itemized list of the actual costs of the
      production and transmission of such Event, and Licensor shall reimburse SNI
      for
      the full amount of such invoice (but in no event shall such invoice be for
      more
      than ten percent (10%) over the estimated budget for such Event) within
      ten (10) days following receipt by Licensor from SNI of such invoice. In
      addition to the foregoing, Licensor shall reimburse SNI up to $100,000 for
      initial one-time start-up costs incurred by SNI in developing the necessary
      production elements for the Events (including, but not limited to, SNI’s show
      open, logos, graphics packages, music, and the like).

    


    (iii) SNI
      shall, where technically feasible, provide a clean line cut feed of each
      televised Event (bell to bell video coverage with ambient audio (natural sound)
      and English-language commentary (for guide purposes only and which in no event
      shall be used commercially by Licensor) of the bouts comprising the pertinent
      Event) to an on-site production facility or up-link designated by Licensor
      for
      distribution at Licensor’s sole liability, cost and expense to any international
      delivery point(s). Licensor shall coordinate all such production with SNI for
      each Event and all requests for production facilities and support shall be
      made
      to SNI in writing. Notwithstanding any of the foregoing or anything else
      contained in this Agreement, SNI assumes no liabilities or duties and shall
      not
      be liable to Licensor or any third party with respect to inadvertent mistakes
      in
      connection with such arrangements, services and transmissions contemplated
      by
      this Subclause (iii). Subject at all times to the exclusivity and holdback
      restrictions elsewhere in this Agreement, SNI
      shall
      also provide reasonable assistance to Licensor (at Licensor’s sole cost and
      expense) in assisting Licensor to be able to transmit and exhibit non-televised
      undercard bouts over internet websites owned and controlled by Licensor. SNI
      shall provide SNI-created barker shows for exhibition via Licensor’s website
      (currently named www.Proelite.com)
      and
      other Licensor outlets in a manner to be mutually agreed upon.

    


    (c) License
      Fees for Showtime Events.
      

    


    (i) There
      shall be no License Fee payable by SNI on account of Showtime Events in 2007.
      License Fees payable by SNI on account of Showtime Events for 2008 and 2009
      shall be negotiated in good faith, but in all events, no less than:

     

    
      *
        *
        *

    

    
       

      
        
        

      

      
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    (ii) SNI
      and
      Licensor shall split the net revenues derived by SNI from the exploitation
      of
      said Showtime Events off of SHOWTIME (other than Home Video and internet,
      treated separately under this Agreement) fifty percent (50%) to SNI and
      fifty percent (50%) to Licensor. SNI shall remit to Licensor its share of
      such revenue within thirty (30) days after receipt thereof by SNI or any
      affiliate of SNI.

    


    (d) Pay-Per-View
      Events:
      

    


    (i) For
      each
      PPV Event, SNI shall collect all revenues from its pay-per-view and closed
      circuit distribution of the PPV Event and shall furnish to Licensor monthly
      reports of the collection of said revenues together with the pay-per-view buy
      rate and closed circuit information collected by SNI through such date.


    


    (ii) For
      each
      PPV Event, SNI shall expend on Licensor’s behalf a mutually agreed upon amount
      for the marketing, public relations and television production of such PPV Event
      (the “Advance”).
      SNI
      shall be entitled to recoup the Advance (and any other expenses incurred by
      SNI
      at the request of Licensor in connection with the PPV Event) from first dollars
      (after deduction of the PPV/CC Distribution Fee as described in
      subclause (iii) below) from the pay-per-view and closed circuit revenues
      generated by the PPV Event. In the case that pay-per-view and closed circuit
      revenues from the PPV Event are not sufficient to reimburse SNI the full amount,
      Licensor shall provide to SNI (by check or wire transfer) by no later than
      December 15th
      of the
      calendar year in which the PPV Event occurs the balance of any shortfall between
      that amount received by SNI to cover such expenses and such full amount of
      the
      Advance. 

    


    (iii) In
      addition to SNI’s recoupment of the Advance as set forth above, SNI would be
      entitled to retain from first dollars from the pay-per-view and closed circuit
      revenues generated by each PPV Event a distribution fee in an amount equal
      to
      ten percent (10%) of the “Net Pay-Per-View and Closed Circuit Receipts” (the
“PPV/CC Distribution
      Fee”).
      SNI
      shall be entitled to bonus payments at various pay-per-view buy-rate levels
      to
      be negotiated in good faith for each PPV Event taking into account prior
      performance of the PPV Events, Fighter costs, and costs of production, marketing
      and public relations for that particular Event. After recouping the Advance
      and
      retaining the PPV/CC Distribution Fee for each PPV Event, SNI shall remit to
      Licensor the remaining portion of revenues received by SNI to which Licensor
      is
      entitled together with the pertinent monthly reports..

    


    (iv) As
      used
      herein, “Net
      Pay-Per-View and Closed Circuit Receipts”
shall
      mean all revenues actually received by SNI from the pay-per-view and closed
      circuit distributors and exhibitors of such PPV Event in the Territory (after
      the deduction of all fees and amounts (which fees and amounts shall be
      negotiated in good faith and on an arm’s-length basis) retained by such
      distributors and exhibitors pursuant to the agreements between SNI and such
      distributors and exhibitors). The terms and conditions of such agreements
      between SNI and such distributors and exhibitors, shall be subject to Licensor’s
      prior approval, not to be unreasonably withheld or delayed.

    


    
      
        
        

      

      
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    (e) Sales
      of Merchandise.
      Any
      revenues (after deduction of the costs of goods sold and other reasonable
      out-of-pocket costs of sale) derived from the sale of Elite XC merchandise
      by
      SNI, or by Licensor via SNI, on SNI’s website or via SNI’s telecasts shall be
      split seventy percent (70%) to Licensor and thirty percent (30%) to
      SNI. The sale of merchandise is subject to Licensor approval in each case.
      SNI
      shall remit to Licensor its share of such revenue within thirty (30) days
      after receipt thereof by SNI or any affiliate of SNI and Licensor shall remit
      to
      SNI its share of such revenue within thirty (30) days after receipt thereof
      by Licensor or any affiliate of Licensor.

    


    (f) Intentionally
      omitted.

    


    (g) Between
      thirty (30) and forty-five (45) days after each PPV Event, SNI and
      Licensor shall meet or hold a conversation to determine a good faith estimate
      of
      the number of pay-per-view buys and closed circuit sales and the Net Pay-Per
      View and Closed Circuit Receipts to be derived therefrom. SNI shall remit to
      Licensor an amount equal to eighty percent (80%) of the revenue from such
      estimated buys and sales (less any permitted recoupment and deductions) within
      three (3) business days after such buy rate estimation meeting or
      conversation. Upon the earlier of (i) the time that SNI reasonably believes
      that
      it is ninety percent (90%) collected, or (ii) one hundred twenty (120) days
      after the Event, the parties shall undertake a reconciliation of all revenues
      for determining any additional amounts due and owing to Licensor and/or SNI,
      to
      be followed by quarterly reports thereafter with further payments, as
      applicable.

    


    (h) Each
      party shall keep detailed and complete books and records relating to all aspects
      of each Event. For a period of forty-eight (48) months after the live
      exhibition of a given Event, Licensor shall have the right, during regular
      business hours and upon reasonable advance written notice of at least
      fifteen (15) days to SNI, at Licensor’s sole cost and expense, to examine
      and copy SNI’s books and records (including without limitation all documentation
      regardless of format) relating to a given Event. If Licensor examines SNI’s
      books hereunder, Licensor must make any claim against SNI within
      twelve (12) calendar months after SNI has furnished the examiners all
      information reasonably requested by them. At any time during the Term and for
      a
      period of forty-eight (48) months after Term, SNI shall have the right,
      during regular business hours and upon reasonable advance written notice of
      at
      least fifteen (15) days to Licensor, at SNI’s sole cost and expense, to
      examine and copy Licensor’s books and records (including without limitation all
      documentation regardless of format) relating to a given Event. If SNI examines
      Licensor’s books hereunder, SNI must make any claim against Licensor within
      twelve (12) calendar months after Licensor has furnished the examiners all
      information reasonably requested by them.

    


    5. Advertising
      and Promotion.

    


    (a) Commencing
      with the date of this Agreement and continuing in perpetuity, Licensor grants
      to
      SNI the non-exclusive right to use and to authorize others to use the following,
      in the Territory, in any and all media (whether now known or hereafter
      existing), solely for the purpose of promoting the Events, SNI and SNI’s
      programming (other than for the promotion of mixed martial arts programming
      supplied to SNI by a competitor of Licensor) (subject to any third party
      restrictions imposed upon Licensor (e.g., talent restrictions and/or clearance
      limitations) that are communicated to SNI in advance in writing):

    


    
      
        
        

      

      
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    (i) All
      advertising, promotional and publicity rights with respect to each Fighter
      and
      the Elite XC and any league participating therein, including but not limited
      to
      all name, voice and likeness and biographical rights with respect to all
      Fighters scheduled to appear in any Event and all other persons who render
      services in connection with, or appear in any Event (including, but not limited
      to, trainers, referees, officials, Licensor and Licensor’s principal
      executives), provided that SNI shall not knowingly use or authorize the use
      of
      any of the foregoing for purposes of endorsement of any commercial product
      or
      service other than the Event, SNI, and/or SNI’s pay-per-view and/or premium
      television businesses and/or programming.

    


    (ii) Excerpts
      (of a duration equal to the lesser of (i) 50% of the duration of the bout
      and (ii) three (3) minutes) of prior bouts and events staged by
      Licensor and to which Licensor has the applicable rights. 

    


    (b) Commencing
      with the date of this Agreement and continuing in perpetuity, subject to any
      third party restrictions imposed upon Licensor (e.g., talent restrictions and/or
      clearance limitations) that are communicated to SNI in advance in writing),
      SNI
      shall have the right, and may grant to other persons or entities the right,
      to
      use, in the Territory, in any and all media (whether now known or hereafter
      existing), synopses or excerpts of each Event, and the right to re-synchronize
      any and all music contained in each Event, in and out of context, as may be
      required to create advertising, promotion and publicity materials for the
      pertinent Event and institutional advertising for SNI. In addition, commencing
      with the date of this Agreement and continuing in perpetuity, subject to any
      third party restrictions imposed upon Licensor (e.g., talent restrictions and/or
      clearance limitations) that are communicated to SNI in advance in writing),
      SNI
      shall have the right, and may grant to other persons or entities in the
      Territory the right, to exhibit or authorize others to exhibit in the Territory
      (including on SNI’s website(s)), in any and all media (whether now known or
      hereafter existing), synopses or excerpts of a given Event of a duration equal
      to the lesser of (i) 50% of the duration of the bout and
      (ii) three (3) minutes, for or as part of promotional, news, sports
      anthology and other purposes and programming considered appropriate by SNI,
      including without limitation for the purpose of promoting that Fighter’s
      upcoming future bouts (whether or not such upcoming bout is covered by this
      Agreement), the SHOWTIME television network or SNI, and to otherwise make
      reference to the Event as part of SNI’s sports archives. 

    


    
      
        
        

      

      
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    (c) Without
      limiting any of the foregoing, commencing with the date of this Agreement and
      continuing in perpetuity, subject to any third party restrictions imposed upon
      Licensor (e.g., talent restrictions and/or clearance limitations) that are
      communicated to SNI in advance in writing), SNI shall have the right, and may
      grant to other persons or entities the right, to use, in the Territory, in
      any
      and all media (whether now known or hereafter existing), all “Promotional
      Materials” (as defined below) in connection with any and all promotion of, and
      programs concerning, the Events, SNI, and SNI’s pay-per-view and/or premium
      television businesses and/or programming. For purposes of this Agreement, the
      term “Promotional
      Materials”
shall
      mean all (i) trailers, (ii) press kits (whether electronic or
      otherwise), (iii) stills of Fighters in prior boxing contests and stills
      from the boxing matches comprising the Event, (iv) poster art for the
      Event, (v) any additional footage, and video and audio materials secured by
      or for Licensor and/or SNI from behind-the-scenes video shoots at training
      and/or sparring sessions, press conferences, sound checks and the like, as
      well
      as from interviews with each of the Fighters concerning the Event (and Licensor
      shall provide SNI access to the training camp of each Fighter on dates and
      at
      times reasonably convenient to SNI, which do not interfere with the reasonable
      training requirements of such Fighter, for the purpose of enabling SNI to
      conduct and videotape interviews of each Fighter and to videotape training
      footage for inclusion in the Events and for advertising and promotional
      purposes), and (vi) Licensor’s trademarks (including, but not limited to,
      Elite XC and I-Fight) in and on all material used to market, promote and sell
      Elite XC events and approved merchandise. Licensor shall have the right to
      use,
      in the Territory, in any and all media (whether now known or hereafter
      existing), SNI’s trademarks and service marks (the “Marks”)
      in
      connection with any and all promotion of the Events. Licensor shall clearly
      identify the Marks as the trademarks and service marks of SNI through the use
      of
      the symbols “Ò”
and
      “Ô”,
      as
      applicable, and with language identifying SNI as the owner thereof. Licensor
      shall submit any proposed use of any Mark in representative form to SNI for
      SNI's prior written approval at least ten (10) days before their intended
      distribution. Any such use of the Marks by Licensor shall not be inaccurate
      or
      misleading, and may not be used for or imply any endorsement or sponsorship
      of
      or advertising in or for the promotion of any product or service other than
      SNI.
      For the avoidance of doubt, Licensor retains merchandising rights to Elite
      XC;
      provided that SNI shall have the right to create, at its sole cost and expense,
      and distribute promotional merchandise (i.e., not for retail sale to the public)
      incorporating Elite XC logos and properties. SNI shall provide samples of such
      merchandise to Licensor for its prior approval, such approval not to be
      unreasonably withheld or delayed.

    


    (d) Licensor
      shall make available promptly to SNI for publicity, promotion and advertising
      in
      connection with the Event, at no additional cost (other than reasonable
      out-of-pocket duplication and shipping costs), all publicity, advertising and
      promotional materials and photographs of persons scheduled to appear in the
      Event as are available to Licensor and to which Licensor has (or can reasonably
      obtain) the necessary rights. Without limiting the generality of the foregoing,
      prior to each Event, Licensor shall provide SNI with sufficient (in SNI’s
      reasonable judgment) pre-recorded videotape footage of all Fighters scheduled
      to
      participate in the Event for use by SNI, at no additional cost (other than
      reasonable out-of-pocket duplication and shipping costs), in connection with
      SNI’s rights hereunder to the extent that Licensor has, or can reasonably
      obtain, appropriate rights to such footage.

    


    (e) Without
      limiting the generality of the foregoing, all press releases and other publicity
      emanating from either party that make any mention of the other party or its
      products or services, or any employee, officer or director of the other party
      shall be subject to such other party’s prior written approval as to the content
      and timing for release thereof.

    


    (f) Licensor
      shall, and shall cause the Fighters to, reasonably cooperate with SNI in the
      promotion and production of the Event in an effort to maximize the Event’s
      financial and ratings performance (and shall, and shall contractually require
      such Fighters to, refrain from any conduct the logical result of which would
      impair or otherwise materially limit SNI’s ability to maximize the Event’s
      financial and ratings performance).

    


    
      
        
        

      

      
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    (g) The
      parties shall mutually agree on licensing clips taken from the Events to third
      parties on a revenue share basis.

    


    (h) Barker
      Shows/Countdown Shows:
      Licensor shall have the right to create at its sole cost and expense (but
      subject to a mutually agreed upon budget, currently estimated to be $50,000
      to
      $75,000 per show) (a) for each Showtime Event, a barker show and (b) for each
      PPV Event, a countdown show, subject at all times to SNI’s final approval over
      the content and quality of said shows, for SNI’s and Licensor’s use in promoting
      the upcoming telecasts and/or PPV Event and any rebroadcasts thereof and/or
      for
      SNI’s and Licensor’s use in promoting Elite XC and mixed martial arts generally.
      The costs of said barker shows (but not the cost of the pay-per-view countdown
      shows, which shall be a part of the marketing budget for such PPV Events),
      shall
      be borne by Licensor unless otherwise mutually agreed upon by SNI and Licensor.
      In the event that Licensor desires to license third party cable networks to
      exhibit a given PPV Event barker show, Licensor shall consult with SNI, and
      obtain SNI’s written approval, as to all of the material terms, conditions and
      considerations associated with such license, including, but not limited to,
      the
      window for exhibiting such barker show, the number of runs, the dates and time
      periods for such runs and the consideration to be provided to Licensor in return
      for such license.

    


    (i) Approval
      Process.
      Any
      creative material requiring the approval of one party or the other hereunder
      shall be deemed approved if not rejected within five (5) days following
      submission (subject to reduction as otherwise provided herein and/or should
      exigencies require that approval be given in a shorter period of
      time).

    


    (j) Fighter,
      Promoter, Manager, Trainer/Coach Obligations.
      Licensor shall require each Fighter and their respective promoters, managers
      and
      coaches/trainers to undertake the following promotional efforts prior to each
      Event in which they are to participate:

    


    (i) Event
      announcement press conferences; (ii) media teleconferences;
      (iii) multi-city press junkets; (iv) radio and television media tours;
      (v) open (to public and press) training sessions; and (vi) in the week
      preceding the pertinent Event, Fighters shall participate in increased media
      opportunities including interviews by telecast announce team/director, a final
      press conference, an open training session and various press interviews both
      telephonically and on-site in the Event city. 

    


    
      
        
        

      

      
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    Furthermore,
      each Fighter and their respective promoters, managers and coaches/trainers
      shall
      also agree to participate in other customary promotional efforts as reasonably
      requested by SNI so long as such promotional efforts do not unreasonably
      interfere with the pertinent Fighter’s training regimen.

    


    6. Exclusivity;
      Holdbacks.

    


    (a) During
      the Term, Licensor shall not supply any Elite XC events or programming, or
      license or authorize the use of the Elite XC name (or any derivation thereof),
      to any other premium television service or channel (including, but not limited
      to HBO, Cinemax, Starz or Encore). In addition, Licensor shall not authorize
      any
      third party to distribute any Elite XC event or program on a pay-per-view basis
      in any media of any kind, whether now known or hereafter invented. Licensor
      may
      itself lf distribute on a pay-per-view basis in any media of any kind, whether
      now known or hereafter invented, any Elite XC event that is not viewed in the
      industry as a significant event, or may itself lf distribute or distribute
      through a third party (other than any other premium television service or
      channel (including, but not limited to HBO, Cinemax, Starz or Encore) or ESPN)
      any Elite XC event that has first been offered to SNI to distribute on
      pay-per-view basis under this Agreement but that SNI has elected to not so
      distribute. Notwithstanding the foregoing, the parties do contemplate that
      Licensor will seek to supply Elite XC events and/or programming to either a
      free
      over-the-air broadcaster or broadcasters or basic cable television network
      or
      networks (“Permitted
      Exhibitors”).
      In
      the event that Licensor does supply a Permitted Exhibitor Elite XC events or
      programming, such events shall under no circumstances be of a quality with
      respect to the fighters equal to or greater than the Events and programming
      to
      be supplied hereunder to SNI.

    


    (b) Except
      as
      expressly provided in Paragraphs 3(a)(iii) and 3(b)(ii), Licensor covenants
      and
      agrees that other than by SNI and SNI’s licensees in accordance with this
      Agreement, or by Licensor in accordance with this Agreement, no Event nor any
      of
      the bouts comprising any Event, have been nor will be announced, advertised,
      marketed, promoted, released, licensed for exhibition, exhibited or otherwise
      exploited, in whole or in part, in any media whatsoever whether now known or
      hereafter existing (including, without limitation, theatrical, non-theatrical,
      home video, pay television, pay-per-view, television stills, over-the-air
      broadcast television, basic cable, syndication, radio or via the internet)
      anywhere in the Territory on a live or delayed basis at any time before the
      date
      that is three (3) years after the date of the Event (other than ordinary
      course advertising and promotion of the live site of the Event for purposes
      of
      selling tickets to view the Event at such site).

    


    (c) Notwithstanding
      the foregoing, Licensor shall have the right to exhibit in the Territory via
      Licensor’s website(s) clips of each Event of a duration equal to the lesser of
      (i) 50% of the duration of the bout and (ii) three (3) minutes
      for the purpose of promoting Licensor and Licensor’s events.

    


    (d) Licensor
      shall ensure that no Fighter scheduled to appear in the Event shall, directly
      or
      indirectly, fight or otherwise participate in any other bouts, matches, athletic
      competitions or exhibitions of any kind at any time during the sixty (60)
      day period immediately prior to the date of the live Event.

    


    
      
        
        

      

      
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    7. Complimentary
      Tickets.
      

    


    (a) In
      2007,
      Licensor shall provide SNI, on a complimentary basis the following: (i) a
      mutually agreed upon number of working and VIP credentials to the Event and,
      (ii) ten (10) ringside tickets (at least two (2) of which shall
      be in the first row on camera (i.e., directly across from the main camera
      position)); twenty (20) tickets in the next best price range and
      twenty (20) tickets in the next best price range. 

    


    (b) In
      2008
      and 2009, Licensor shall provide SNI, on a complimentary basis the following:
      (i) a mutually agreed upon number of working and VIP credentials to the
      Event and, (ii) twenty (20) ringside tickets within the first five (5)
      rows (at least four (4) of which shall be in the first row on camera (i.e.,
      directly across from the main camera position), all four next to each other,
      and
      at least four (4) of which shall be in the second row immediately behind the
      four (4) first row seats)); twenty (20) tickets in the next best price
      range and twenty (20) tickets in the next best price range. 

    


    (c) All
      of
      the foregoing tickets shall be configured so as to be next to at least one
      other
      SNI seat. All tickets within the first five (5) rows of the ring shall be
      inside the ringposts parallel to the ring, and Licensor shall use good faith
      efforts to ensure all other tickets provided to SNI by Licensor pursuant to
      this
      Section are also inside the ringposts parallel to the ring, provided however,
      that in no event shall fewer than 75% of such other tickets be located inside
      the ringposts parallel to the ring. SNI shall have the right to purchase a
      reasonable number of the best available additional tickets, at regular box
      office prices, upon notice to Licensor, provided that in the event that Licensor
      elects to make available at no charge or at a reduced charge unsold seats for
      purposes of filling or “papering” the arena, Licensor shall first offer such
      tickets to SNI at no charge or at such reduced charge, as the case may be.
      All
      such purchased or Licensor-provided tickets will be the best available location
      at the time of allocation.

    


    8. Telecast
      of the Event.
      

    


    (a) Advertising,
      Promotion and Sponsorship.
      Except
      as expressly permitted herein, Licensor agrees that it will refrain from
      including or permitting to be included, as part of its presentation of any
      Event
      and its telecast by SNI, any commercial or promotional material of any kind
      on
      or about the Fighters (provided that permitted sponsor logos shall be allowed
      on
      the clothing of the Fighters or other personnel appearing in the ring such
      as
      trainers and handlers), the ring itself or otherwise about the Venue during
      SNI’s telecast. Without limiting the foregoing, Licensor shall take reasonable
      steps to ensure that no Fighter places upon himself any body art (e.g.,
      temporary tattoos) of any kind (other than his pre-existing permanent tattoos,
      if any) and Licensor shall take reasonable steps to inspect each Fighter
      sufficiently in advance of his entering the ring to ensure that such Fighter
      does not have any such body art. Furthermore, except as expressly permitted
      in
      the following two sentences, Licensor agrees that there will be no “advertising
      wedges” at ring level or nor any commercial or promotional material on the
      corner ring posts. Licensor shall have the right to identify permitted sponsors
      on the ring mat and on the ring posts. On SNI’s lighting truss, there shall be
      banners for SNI, Elite XC and, space permitting, Licensor’s permitted
      sponsor(s). With respect to any sponsor identification on or about the Fighters
      apparel, the ring or the arena, such sponsor will be subject to SNI’s prior
      written approval (such approval to be granted or withheld in SNI’s sole
      discretion) and
      subject
      to the following Standards and Practices: no material may be displayed by any
      person or entity at any time during, or in connection with, the Event of any
      material of any (i) sexual nature, (ii) tobacco or hard liquor
      products, (iii) firearms products, (iv) gambling or internet gaming services
      or
      offerings, or (v) company or other entity that SNI believes in good faith
      is competitive with SNI (or any sponsor of SNI’s). SNI shall make reasonable
      identification of Licensor through inclusion Licensor’s logo in any off-SHOWTIME
      materials advertising upcoming Events. SNI shall provide reasonable assistance
      and information to Licensor in connection with Licensor’s efforts to secure
      sponsorship.

    


    
      
        
        

      

      
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    (b) For
      each
      Event, at SNI’s option, not less than five (5) SNI banners shall be
      prominently displayed in the facility in which the Event takes place in sight
      of
      and convenient to the television cameras covering the Event, with one main
      SNI
      banner to be on the main lighting truss in the center on-camera position,
      provided that in the event that the arena restricts the number of SNI banners,
      Licensor shall inform SNI and shall cooperate with SNI to ensure that at least
      its main lighting truss banner is displayed as described above. Without limiting
      the foregoing, except for the signage as set forth above, it is expressly
      understood and agreed that Licensor shall not include any commercial material,
      advertising, promotional announcements or other material that might appear
      in
      any telecasts of the Event in the Territory. SNI shall have the right to opening
      and closing credits within the telecast of each Event prominently identifying
      SNI as the distributor of such Event in the Territory. 

    


    (c) Licensor
      shall utilize industry standard measures to ensure that all transmissions of
      the
      Event outside of the Territory shall be fully encrypted and secured at all
      points along the transmission path and shall not be available or accessible
      within the Territory.

    


    9. Licensor’s
      Representations, Warranties and Additional Covenants.
      Licensor represents, warrants and agrees that:

    


    (a) All
      aspects of the Event will comply with all applicable federal, state and local
      laws, rules, ordinances and regulations (including, without limitation, all
      of
      the laws, rules, ordinances and regulations of the state athletic commission
      with jurisdiction over the Event) and Licensor shall cause the Event to be
      approved by the appropriate athletic commission in the state in which the Event
      takes place (and shall notify SNI in writing immediately in the event that
      the
      applicable commission disapproves the Event together with the reasons for such
      disapproval); the Event shall be presented in accordance with the rules,
      regulations, orders and instructions of any boxing commission or regulatory
      or
      boxing authority having jurisdiction over the Event; and the bouts shall be
      sanctioned by the applicable sanctioning organizations. Licensor will not take
      or fail to take any action that jeopardizes the approval and/or sanctioning
      of
      the Event.

    


    (b) The
      bout
      agreements between Licensor and Fighters are valid and binding agreements,
      and
      at all times during the Term of this Agreement will remain, in full force and
      effect, and, to the best of Licensor’s knowledge, neither Licensor nor Fighters
      are in uncured breach or will, with the passage of time, be in uncured breach
      of
      said agreements. Licensor is, or shall be at the time of the Event and shall
      remain, a licensed mixed martial arts promoter in good standing in the state
      in
      which the Event is to take place at all times necessary for Licensor to perform
      its obligations under this Agreement. Nothing herein shall require SNI to act
      in
      any way as a mixed martial arts promoter as that term is currently understood
      in
      the industry.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (c) Licensor
      is the sole owner or licensee of all of the rights, licenses, privileges and
      property herein granted to SNI, including, without limitation, all television
      and other rights in and to the Event throughout the Territory and Licensor
      has
      obtained all necessary clearances, rights and permissions whatsoever required
      for SNI to be able to exploit the Event in all manners contemplated by this
      Agreement.

    


    (d) No
      part
      of the rights herein granted to SNI belong to (other than material licensed
      by
      Licensor) or have been transferred to any third party and said rights are and
      will be free and clear of any liens, claims or encumbrances by or in favor
      of
      any third party, and there are no claims, litigations or other proceedings
      pending, outstanding or threatened that would adversely affect or that would
      or
      might in any way prejudice SNI’s rights hereunder or jeopardize the sanctioning
      or occurrence of the Event contemplated by this Agreement. Neither the Event
      nor
      any part thereof (including but not limited to music synchronization or
      performance through to the viewer thereof), nor any other materials furnished
      by
      Licensor to SNI, nor the exercise of any rights granted to SNI hereunder, will
      violate or infringe upon the trademark, trade name, copyright, right of privacy
      or publicity, property right, personal right or any other right of any person
      or
      entity or violate any applicable law. Licensor has not entered into any
      agreement or taken any act or done any thing which in any way violates or
      interferes with the full and complete performance of its obligations or SNI’s
      rights hereunder. 

    


    (e) Licensor
      will secure, or cause the Fighters to secure, sufficiently in advance of each
      Event, any and all documentation, licenses and permits (including but not
      limited to visas and international work papers) required by the appropriate
      agency(s) enabling the full and complete participation of the Fighters in the
      pertinent Event on the date and at the venue scheduled therefor. 

    


    (f) All
      of
      Licensor’s representations and warranties contained herein or made by Licensor
      in connection herewith shall survive any independent investigation made by
      SNI
      and the execution, delivery, suspension and termination of this Agreement or
      any
      provision herein.

    


    (g) All
      persons employed or otherwise engaged by Licensor in connection with its
      performance hereunder shall be Licensor’s employees and/or subcontractors and
      Licensor shall be fully responsible for them, including, without limitation,
      responsible for all insurance, compensation, withholding taxes, workers
      compensation, benefits or other required payments in connection with such
      employees.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    10. Postponement
      or Cancellation of the Event; Failure of Participation.
      

    


    (a) If
      any
      Event is cancelled or postponed for any reason (other than due to breach by
      SNI), Licensor shall be solely responsible for any and all cancellation or
      postponement fees agreed to in the pertinent distribution agreements entered
      into by SNI on Licensor’s behalf in connection with the pertinent Event as
      pre-approved by Licensor (including but not limited to fees (if any) payable
      to
      iNDemand, DirecTV, EchoStar or any other pay-per-view distributor or exhibitor
      of the Event) and shall reimburse SNI all such amounts within thirty (30)
      days after such cancellation or postponement of the pertinent Event. In
      addition, Licensor shall be solely responsible for any and all marketing and
      production commitments and expenses incurred by SNI pursuant to the agreed
      budget, and Licensor shall reimburse SNI within thirty (30) days after such
      cancellation or postponement of the Event all of SNI’s out-of-pocket third party
      marketing and public relations expenses that SNI is unable to salvage. Licensor
      may cancel or postpone the date or time of the pertinent Event at any time
      (with
      as much prior written notice to SNI as is practicable under the circumstances)
      if (i) Licensor has received a written opinion of its outside legal counsel
      indicating that the occurrence of the Event would materially infringe upon
      the
      rights of others, or violate any law, court order, governmental regulation
      or
      other ruling of any governmental or athletic commission, agency or ruling body
      with competent jurisdiction, (ii) a licensed physician approved by the
      athletic commission with jurisdiction over the Event certifies in writing that
      any participant is mentally or physically disabled so that he cannot participate
      as scheduled (and SNI shall have the right to have such Fighter examined at
      any
      time by a physician selected by SNI in order to confirm such diagnosis),
      (iii) any participant is legally prevented from participating by the board
      or athletic commission with jurisdiction over the Event or by a court of
      competent jurisdiction, or (iv) an event of “Force Majeure” (as defined
      below) occurs that prevents the Event from taking place as contemplated by
      this
      Agreement. In the event of an occurrence pursuant to items (i), (ii), (iii)
      or
      (iv) of this subsection (a) for reasons outside the control of Licensor or
      its
      agents (e.g., occurrences not caused, directly or indirectly, through the acts
      or omissions of Licensor or its agents), Licensor may cancel the Event or
      postpone the Event to a subsequent date upon reasonable advance written notice
      to and consultation with SNI (provided that, upon any postponement, should
      Licensor elect to reschedule the Event (as opposed to cancel it), the venue
      and
      date for the rescheduled Event shall be mutually agreed upon by Licensor and
      SNI, provided that the venue for the Event shall be located in the continental
      United States unless otherwise agreed to in writing by SNI. Nothing in this
      Section 10(a) is intended to, nor shall it have the effect of, limiting (or
      absolving a party from liability on account of a breach of) the parties’
respective representations, warranties, covenants or indemnification obligations
      set forth in this Agreement. For purposes hereof, an event of “Force
      Majeure”
shall
      mean an occurrence that prevents the Event from taking place or being telecast
      as contemplated by this Agreement due to equipment failure, by reason of an
      Act
      of God, labor dispute (provided that Licensor represents and warrants that
      to
      the best of Licensor’s knowledge there are no current or anticipated labor
      disputes at or involving the Arena that would or could interfere with the Event
      or Licensor’s ability to telecast such Event as contemplated by this Agreement),
      breakdown of facilities, fire, flood, or any other cause beyond a party’s
      reasonable control (financial inability excepted).

    


    (b) Without
      limiting any of SNI’s other rights and remedies, SNI may, in its discretion,
      elect not to telecast a given Event, without liability or penalty to SNI,
      immediately and at any time (with as much prior notice to Licensor as is
      practicable under the circumstances (if any)) if (i) it has received
      written opinion of its outside counsel indicating that the occurrence or
      telecast thereof would materially infringe upon the rights of others, or violate
      any law, court order, governmental regulation or other ruling of any
      governmental or athletic commission, agency or ruling body and such infringement
      remains uncured or is incurable, or (ii) the occurrence or telecast thereof
      would subject SNI to any substantial uninsured liability that is uncured or
      incurable, or (iii) a licensed physician certifies that any Fighter in a
      Main Bout to be televised is mentally or physically disabled so that he should
      not participate as scheduled (and any refusal by any Fighter to submit to or
      release the results of such examination shall provide SNI with the right (but
      not the obligation) to declare that such Fighter is mentally or physically
      disabled so that he cannot participate as scheduled), or (iv) any Fighter
      in a Main Bout at any time after the date of this Agreement violates the morals
      clause set forth in Section 16 below as if such participant were subject to
      such morals clause.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    11. Indemnities.
      

    


    (a) Licensor’s
      Indemnity Obligations.
      Licensor agrees to defend, indemnify and hold SNI and SNI’s parent, subsidiary
      and other affiliated companies (and each of their respective present and former
      directors, officers, employees, agents and assigns) and the cable, satellite
      and
      other distributors and exhibitors of the Events harmless from and against any
      and all damages, actions, claims, liabilities, costs and expenses (including
      reasonable outside attorneys’ fees, disbursements and court or administrative
      costs) incurred by any of them arising out of (i) a breach of any provision
      of, or representation, warranty or covenant made in, this Agreement by Licensor
      (or a claim by a third party of an act, omission or wrongdoing by Licensor
      which, if proven true, would constitute a breach of this Agreement by Licensor),
      or (ii) the exercise by any of them of the rights granted by Licensor
      hereunder. 

    


    (b) SNI’s
      Indemnity Obligations.
      SNI
      agrees to defend, indemnify and hold Licensor and Licensor’s parent, subsidiary
      and other affiliated companies (and each of their respective present and former
      directors, officers, employees, agents and assigns) harmless from and against
      any and all damages, actions, claims, liabilities, costs and expenses (including
      reasonable outside attorneys’ fees, disbursements and court or administrative
      costs) incurred by any of them arising (i) out of a breach of any provision
      of,
      or representation, warranty or covenant made by SNI in this Agreement (or a
      claim by a third party of an act, omission or wrongdoing by SNI which, if proven
      true, would constitute a breach of this Agreement by SNI), or (ii) from any
      materials (apart from materials created by or for Licensor and furnished by
      or
      on behalf of Licensor to SNI) that SNI inserts into the telecast of the
      Event.

    


    (c) Indemnity
      Procedures.
      The
      indemnifying party (“Indemnitor”)
      shall
      have the right to assume the defense of any such action (provided that SNI
      shall
      have the right to approve counsel selected by Licensor, such approval not to
      be
      unreasonably withheld) in which case its liability shall be limited to judgment
      or settlement costs (together with all reasonable costs and expenses incurred
      by
      the indemnified party (“Indemnitee”)
      prior
      to the Indemnitor assuming such defense), provided that the Indemnitee shall
      have the right to participate in any such action at its own cost and expense
      and
      any settlement shall be subject to the Indemnitee’s prior written approval,
      which approval shall not be unreasonably withheld or delayed.

    


    12. Confidentiality;
      Public Announcements.
      Each
      party and its employees and representatives shall keep confidential the terms
      and conditions of this Agreement and any and all data, reports and information
      relating thereto except (a) to the extent necessary (but redacted to the
      greatest extent possible) to comply with law or with the valid order of a court
      of competent jurisdiction or to support a defense or claim made in a litigation
      or governmental proceedings and, in any such event, the party making such
      disclosure shall so notify the other as promptly as practicable (and, if
      possible, prior to making such disclosure) and shall seek confidential treatment
      of such information; (b) to the extent necessary to comply with SEC or
      similar securities law disclosure requirements, (c) as part of its normal
      reporting or review procedure to its parent company, its auditors or attorneys;
      (d) in order to enforce its rights or perform its obligations pursuant to
      this Agreement; provided, however, that prior to such disclosure such party
      shall seek confidential treatment of such information; or (e) if mutually
      agreed by the parties, in advance of such disclosure, in writing. Neither party
      shall make any public announcement concerning the existence of this Agreement
      or
      any of the terms and conditions of this Agreement without the other party’s
      prior written consent as to the content and timing of such
      announcement.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    13. Copyright
      Ownership/License of Intellectual Property.

    


    (a) It
      is
      understood and agreed that SNI shall exclusively own the worldwide copyright
      in
      its telecast of each Event (including all bout footage, logos, graphics,
      billboards and announcers associated with the bouts within the Event and any
      and
      all derivative works created therefrom). It is further understood and agreed
      that Licensor shall own the worldwide copyright in the “clean feed” and/or any
      international feed with its own announce team, graphics, logos, of each Event;
      provided that, notwithstanding the foregoing, Licensor shall not exploit, nor
      permit any other person or entity to exploit, Licensor’s copyrighted telecast of
      the Event (in whole or in part) or any derivative works thereof within the
      SNI
      Territory during the Exclusive License Period except as expressly permitted
      by
      Section 6 above. 

    


    (b) The
      parties acknowledge and agree that this Agreement concerns as its material
      content a license of “intellectual property” consisting of works of authorship
      protected under Title 17 of the United States Code. Accordingly, in the event
      that Licensor files a proceeding under the United States Bankruptcy Code, 11
      U.S.C. § 101, et.
      seq.,
      and
      this Agreement is determined to constitute an executory contract, the parties
      hereto agree that Licensor is a licensor of a right to intellectual property
      under this Agreement, and SNI shall have all of the rights afforded to a
      licensee under Section 365(n) of the Bankruptcy Code in the event this
      Agreement is rejected in such bankruptcy case.

    


    14. Insurance.
      

    


    (a) Licensor
      shall obtain for each Event, at its sole cost and expense, each of the
      following:

    


    (i) errors
      and omissions liability insurance covering the Event and all elements thereof
      which has limits of not less than $1,000,000/$3,000,000, with a deductible
      of
      not more than $10,000;

    


    (ii) commercial
      broad form general liability insurance (which shall include coverage for slip
      and fall and similar incidents);

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (iii) accident
      insurance coverage on all Fighters participating in the Event to the fullest
      extent required by law or administrative rule or regulation of the state and/or
      administrative body with jurisdiction over the Event; and

    


    (b) Each
      of
      the above-mentioned insurance policies shall be obtained from a nationally
      recognized insurance carrier or carriers with a then-current A.M. Best Company
      rating of at least A:VII. The general liability insurance policy shall be a
      broad form commercial general liability policy which includes contractual
      indemnity coverage, and has a combined single limit amount of not less than
      Three Million Dollars ($3,000,000) for each occurrence for personal injury,
      bodily injury and property damage. Any deductible under such policy or policies
      shall be no greater than Twenty-Five Thousand Dollars ($25,000). Each such
      insurance policy shall remain in full force and effect at all times until the
      last possible exhibition of the Event under this Agreement and shall cover
      any
      claims which are asserted during the term of the insurance policy or at any
      time
      following expiration of the policy. SNI and its parent, subsidiary and
      affiliated companies and their respective licensees shall be named as additional
      insureds on each of the insurance policies with regard to the Event. Each of
      the
      foregoing policies shall negate any “other insurance” clause in such policy,
      shall be primary and not excess of or contributory to any other insurance
      provided for the benefit of or by SNI, and shall provide that at least
      thirty (30) days’ advance written notice of any cancellation, non-renewal
      or other material change in the policy shall be accorded to SNI. 

    


    (c) Licensor
      shall provide SNI with documentation to the effect of all of the foregoing
      policies in the form of certificates of insurance from the insurer(s) no later
      than thirty (30) days prior to the date of each Event. In the event
      Licensor fails to acquire any of the above-required insurance on account of
      each
      Event, without limiting any of SNI’s other rights or remedies, SNI shall have
      the right to elect to not telecast the Event, without liability or penalty
      to
      SNI, or to purchase for itself (or self-insure) such insurance and to deduct
      the
      full costs (or attributed costs in the event SNI self insures) of such insurance
      from the License Fee to be paid to Licensor on account of the Event.


    


    (d) SNI
      shall
      name Licensor as an additional insured on SNI’s general liability
      policy.

    


    15. Termination.

    


    (a) Either
      party, in addition to whatever other remedies it may have at law or otherwise,
      may elect to terminate this Agreement and, except as otherwise expressly
      provided for below, be relieved of any prospective liabilities and obligations
      hereunder, in the event of any material default on the part of the other party.
      Either party shall be deemed in default hereunder if:

    


    (i) it
      breaches or otherwise fails to comply with or fulfill any material provision
      hereof on its part to be performed (including, in the case of Licensor, any
      breach under subclause (b)(i) below), or if it breaches any representation,
      warranty, covenant or material undertaking herein, and, if such breach is
      curable, fails to provide written proof of its remedy of its breach or failure
      in performance within a period of ten (10) days after the date of written
      notice from the other party specifying such breach or failure; or

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (ii) (A)
      a
      petition in bankruptcy or for reorganization is filed by or against it under
      any
      Bankruptcy Act now or hereafter in force (unless prohibited by law), (B) it
      makes an assignment for the benefit of its creditors, (C) a receiver,
      trustee, liquidator or custodian is appointed for all or a substantial part
      of
      its property, and the order of appointment is not vacated within thirty (30)
      days, (D) it assigns or encumbers this Agreement contrary to the terms
      hereof, or (E) all or a substantial part of its property is sequestered,
      and the order of sequestration is not vacated within thirty (30)
      days.

    


    (b) SNI
      Termination Rights:
      SNI
      shall have the right to terminate this Agreement in the event of any of the
      following:

    


    (i) With
      cause:

    


    
      	1.  	
              Any
                SEC or other federal or state regulatory or governmental body takes
                action
                against Licensor.

            


    

    
      	2.  	
              Any
                failure of Licensor to comply with its reporting obligations or any
                failure of Licensor to comply with Sarbanes-Oxley or other regulatory
                requirements.

            


    

    
      	3.  	
              Any
                failure by Licensor or any executive, employee or contractor of Licensor
                to comply with all local, state and, if any, federal rules, regulations
                or
                guidelines regarding the sport of mixed martial
                arts.

            


    

    
      	4.  	
              Any
                breach of this Agreement that remains uncured beyond the period set
                forth
                for such cure.

            


    

    
      	5.  	
              Any
                change of control of Licensor (unless the principal management remains
                substantially in place) that has not been pre-approved by SNI in
                writing.

            


    

    


    (ii) Without
      cause, for any reason or no reason on thirty (30) days prior written
      notice. In the event SNI elects to terminate this Agreement solely under this
      subclause (ii), (X) SNI shall not enter into a license agreement with
      a third party under which it licenses mixed martial arts content to be on the
      Showtime television network for the shorter of (1) eleven (11)
      calendar months from the calendar month in which the termination becomes
      effective (e.g., were the termination to become effective in the month of May
      2007, the holdback on SNI licensing mixed martial arts content would be prior
      to
      April 2008) and (2) the end of the Term of this Agreement, and (Y) all
      content pertaining to the Events and Elite XC shall revert to Licensor (provided
      that SNI shall under no circumstances be liable for any infringement of any
      licensed content to the extent that such content has already been licensed
      or is
      otherwise already available in the marketplace prior to effectiveness of the
      termination). The parties’ insurance and indemnity obligations shall survive any
      termination of this Agreement and each party shall remain responsible to fulfill
      any executory obligations accruing prior to termination. 

    


    (c) Licensor
      Termination Rights:
      In the
      event that after the effective date of this Agreement, SNI airs more than
      two (2) live mixed martial arts events from another supplier (a
“Third
      Party MMA Event”)
      in a
      given calendar year period during the Term, Licensor shall have the right,
      on
      written notice to SNI, to indicate that were SNI to telecast one (1)
      additional live mixed martial arts event from another supplier in such calendar
      year, then this Agreement will terminate effective thirty (30) days
      following the date of such third third-party supplied mixed martial arts event.
      In calendar year 2008 or 2009, the minimum number of Showtime Events to be
      staged hereunder would be increased on a one-for-one basis for each Third Party
      MMA Event staged by SNI.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    16. Morals
      Clause.
      For any
      given Event, SNI shall have the right to require Licensor to replace a Fighter
      who has engaged in conduct which would be deemed a violation of this Morals
      Clause. For purposes of this Agreement, a Fighter shall be deemed to have
      violated the Morals Clause of this Agreement if a Fighter at any time after
      the
      date of this Agreement (i) is charged with committing a misdemeanor of
      moral turpitude that is punishable by a prison term of at least 6 months or
      a
      felony (regardless of the length of prison term associated with such offense);
      (ii) commits or is accused of committing an act involving moral turpitude
      under federal, state or local law (regardless of whether or not such act
      involving moral turpitude is a misdemeanor or felony); (iii) violates the
      terms of any parole or probation to which such Fighter is or may become subject;
      or (iv) commits an act of significant public disrepute or becomes the
      subject of a scandal such that SNI believes, in its sole discretion, that the
      marketability of the Event or SNI’s corporate image has been or will be
      negatively affected.

     

    
      17.
        Investment/Board
        Representation.
        The
        parties acknowledge that SNI and Licensor have entered into the following
        agreements relating to SNI’s investment in Licensor: (i) Securities Purchase
        Agreement between SNI and Licensor dated as of January 3, 2007, (ii) Investor
        Rights Agreement among SNI, Gary Shaw, Douglas DeLuca and Santa Monica Capital
        Partners II, LLC dated as of January 3, 2007, (iii) Investor Warrant from
        Licensor to SNI dated as of January 3, 2007, (iv) Vested Warrant for Licensor
        to
        SNI dated as of January 3, 2007 and (v) SNI Warrant from Licensor to SNI
        dated
        as of January 3, 2007. 

    

     

    (b) In
      addition, Licensor shall issue to SNI one warrant (the “Additional
      Warrant”)
      to
      purchase 2,500,000 shares of common stock of Licensor. The Additional Warrant
      shall have an exercise price of US$2.00 per share, and shall vest upon the
      earlier of (i) the date that is 1080 days after the effective date of this
      Agreement and (ii) the date upon which this Agreement is terminated (if at
      all) due to a breach by Licensor. The Additional Warrant shall be exercisable
      by
      SNI at any time during the five-year period immediately following vesting;
      provided that, prior to any such exercise, SNI shall not have televised on
      SHOWTIME during the Term of this Agreement any unrelated third party’s mixed
      martial arts events. The shares underlying the Additional Warrant shall have
      the
      same rights as granted to the investors in the Offering. 

    


    (c) In
      recognition that SNI has not yet had the opportunity to conduct its full due
      diligence into Licensor for purposes of evaluating the investment option,
      (i) Licensor shall make itself available to SNI for meetings, and furnish
      to SNI reasonably requested information and documentation, promptly upon SNI’s
      request therefor, and (ii) the parties hereto shall negotiate in good faith
      revisions to the provisions contained in this Section 17 and the addition
      of such other terms and conditions after SNI has had the opportunity to meet
      with Licensor and conduct such due diligence.

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    18. Miscellaneous.

    


    (a) Not
      An
      Agency Agreement; No Third Party Beneficiaries.
      Nothing
      herein contained shall be deemed to constitute either of the parties a joint
      venturer or partner or agent of the other. Neither party shall hold itself
      out
      contrary to the terms of this Agreement and neither party shall become liable
      by
      any reason of any representation, act or omission of the other contrary to
      the
      provisions hereof. The provisions of this Agreement are for the exclusive
      benefit of the parties who are signatories hereto and their permitted successors
      and assigns, and no third party (including but not limited to any Fighter or
      other participant in the Event) shall be a beneficiary of, or have any rights
      by
      virtue of, this Agreement.

    


    (b) Subject
      to Applicable Laws.
      Nothing
      herein contained shall require the commission of any act contrary to any
      provision of law, or of any rule or regulation of any governmental authority,
      and if there shall exist any conflict between any provision of this Agreement
      and any such law, policy, rule or regulation, the latter shall prevail, and
      the
      provision or provisions of this Agreement affected shall be curtailed, limited
      or eliminated to the extent necessary to remove such conflict and as so modified
      this Agreement shall continue in full force and effect.

    


    (c) New
      York Law.
      THIS
      AGREEMENT, ITS INTERPRETATION, PERFORMANCE OR ANY BREACH THEREOF, SHALL BE
      CONSTRUED IN ACCORDANCE WITH, AND ALL QUESTIONS WITH RESPECT THERETO SHALL
      BE
      DETERMINED BY, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE
      AND ENTIRELY PERFORMED THEREIN, AND VENUE AND JURISDICTION IN ANY ACTION SHALL
      LIE SOLELY WITHIN THE SUPREME COURT OF THE STATE OF NEW YORK IN AND FOR THE
      COUNTY OF NEW YORK AND, IF APPLICABLE, THE UNITED STATES DISTRICT COURT FOR
      THE
      SOUTHERN DISTRICT OF NEW YORK. Each party hereto hereby consents and agrees
      that
      service of process upon it may be effected pursuant to personal delivery or
      certified or registered mail, return receipt requested, at the address set
      forth
      for notices to such party herein or by any other method of service acceptable
      under the Civil Practice Law and Rules of the State of New York and expressly
      waives the benefit of any contrary provision of foreign law.

    


    (d) Notices.
      All
      notices and reports under this Agreement must be provided in writing and sent
      via personal delivery, registered or certified mail or via a nationally
      recognized overnight air courier service. Notices shall be sent as
      follows:

    


    If
      to
      SNI:

    


    Showtime
      Networks Inc.

    1633
      Broadway

    New
      York,
      New York 10019

    Attention:
      Senior Vice President, General Manager,

    Sports
      & Event Programming

    Facsimile
      No.: (212) 708-1564

    


    With
      a
      copy to Showtime Networks Inc., Attention: Law Department at the same address
      (Facsimile No. (212) 708-1391).

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    If
      to
      Licensor:

    


    PRO
      ELITE, Inc.

    12100
      Wilshire Boulevard, Suite 800

    Los
      Angeles, CA 90025

    


    With
      a
      copy to:

    


    Kleinberg
      Lopez Lange Cuddy Edel & Klein LLP

    2049
      Century Park East, Suite 3180

    Los
      Angeles, California 90035

    


    All
      notices shall be deemed received on the date delivered if sent by personal
      delivery; the next business day after posting if sent via a nationally
      recognized overnight air courier with instructions for overnight delivery;
      and
      five (5) days after mailing if sent by registered or certified
      mail.

    


    (e) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and supersedes all prior agreements, understandings
      and arrangements (whether written or oral) with respect to the subject matter
      of
      this Agreement and may be modified or amended only by a written instrument
      executed by all of the parties hereto and specifically referencing this
      Agreement.

    


    (f) No
      Waiver; Cumulative Remedies.
      Any
      party’s failure to insist at any time(s) upon strict performance of any
      provision, term or condition hereof, or to exercise any rights hereunder, shall
      not be construed as a waiver thereof, and all such provisions, terms, conditions
      and rights shall continue and remain in full force and effect. All such rights
      and remedies shall be cumulative and any election by either party to enforce
      one
      or more of its rights and to pursue one or more of its remedies shall not be
      construed as a waiver of any of its other rights or remedies, all of which,
      in
      the Event, shall be deemed to be expressly reserved.

    


    (g) Binding
      on Successors; No Assignment.
      This
      Agreement shall redound to the benefit of and be binding upon the parties and
      their respective successors in interest and permitted assigns. SNI may freely
      assign this Agreement to any parent, subsidiary, affiliated or successor entity
      that owns the SHOWTIME network. Licensor may assign this agreement only in
      connection with a merger, sale of substantially all of Licensor’s assets or to a
      parent, subsidiary or affiliate of Licensor.

    


    
      
        
        

      

      
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    (h) Injunctive
      Relief.
      It is
      expressly understood and agreed that each Event is of a special, unique, unusual
      and extraordinary character which gives it a particular value for the loss
      of
      which SNI cannot be reasonably or adequately compensated in damages, and a
      breach by Licensor may cause SNI irreparable injury and damage. In the event
      of
      a breach or threatened breach of this Agreement by Licensor, SNI shall be
      entitled to seek legal and equitable relief, including but not limited to
      injunctive relief, against Licensor or any other person or entity, either
      jointly or severally, to prevent a breach of this Agreement and to secure its
      enforcement. Resort to such equitable relief by SNI shall not be construed
      as a
      waiver of any other rights or remedies which SNI may have under this Agreement,
      at law or in equity. The parties further expressly agree that, if SNI breaches
      its obligations under this Agreement, the damage, if any, caused Licensor shall
      not be deemed irreparable or sufficient to entitle Licensor to injunctive or
      other equitable relief. Consequently, Licensor’s rights and remedies shall be
      limited to the right, if any, to obtain damages at law and Licensor shall not
      have any right in such event to terminate or rescind this Agreement or any
      of
      the rights granted to SNI hereunder or to enjoin or restrain the development,
      production, advertising, promotion, distribution, exhibition or exploitation
      of
      the Event and/or any of SNI’s rights hereunder.

    


    (i) Further
      Documents.
      Each
      party hereto shall execute any and all further documents or amendments which
      either party hereto may deem necessary and proper to carry out the purposes
      of
      this Agreement.

    


    (j) Headings.
      The
      descriptive headings of the several sections and paragraphs of this Agreement
      are inserted for convenience only and do not constitute a part of this Agreement
      and shall not be considered for purposes of its interpretation. This Agreement
      shall be deemed to have been drafted by both parties and no provision of this
      Agreement shall be construed in favor of or against either party on grounds
      that
      such party or its counsel drafted this Agreement.

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (k) Facsimile
      copies; Counterparts.
      Facsimile machine transmitted copies of this Agreement may be executed by the
      parties and shall be deemed as binding as if originals had been executed. This
      Agreement may also be executed in counterparts, each of which shall be deemed
      and original; all counterparts together shall constitute one and the same
      instrument.

    


    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      as
      of the above date.

    


    
      	
              SHOWTIME
                NETWORKS INC.

               

               

              By: /s/
                Kenneth N. Hershman________

                    
Name:
                Kenneth N. Hershman

                    
Title:
                Senior Vice President, General 

                    
                Manager—Sports & Event Programming

            	
              PRO
                ELITE, INC.

               

               

              By: /s/
                Doug DeLuca______________________

                     Name:
                Doug DeLuca

                    
Title:
                CEO

            


    

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Caribbean
      Areas Included in the SNI Territory

    


    ANGUILLA
      (Dog Island, Seal Island, Sombrero Island and Scrub Island)

    ANTIGUA
      and BARBUDA (a twin-island State of the Caribbean)

    ARUBA

    
      	
              BAHAMAS,
                THE

            	
              (comprised
                of approximately 700 islands, including Grand Bahama Island, Andros,
                New
                Providence, Bimini, Eleuthera, Exuma, the Berry Islands, Conception
                Island, Cat Island, Little Abaco Island and Great Abaco Island)
                

            


    

    BARBADOS

    CAYMAN
      ISLANDS (Grand Cayman, Cayman Brac, and Little Cayman)

    CUBA

    DOMINICA

    DOMINICAN
      REPUBLIC, THE

    GRENADA
      (Carriacou Island, and Petite Martinique Island)

    
      	
              ST.
                VINCENT and GRENADINES, THE

            	
              (Bequia,
                Isla a Quatre, Bettowia Island, Baliceaux Island, Mustique, Petit
                Mustique, Petit Canouan, Canouan, Mayreau, Union Island, Palm
                Island)

            


    

    GUADALOUPE
      (Petite Terre Island, Marie Galante Island)

    HAITI

    JAMAICA

    MARTINIQUE

    MONTSERRAT

    
      	
              NETHERLANDS
                ANTILLES

            	
              (which
                consists of: St. Eustatius, Saba, Sint Maarten, Curaçao and
                Bonaire)

            


    

    ST.
      BARTS
      (also known as St. Barthelemy or St. Barth's)

    ST.
      KITTS
      - NEVIS

    ST.
      LUCIA

    ST.
      MARTIN

    TRINIDAD
      and TOBAGO

    TURKS
      & CAICOS ISLANDS

    VIRGIN
      ISLANDS (British): Tortola, Anegada, Virgin Gorda, and Jost Van Dyke, and the
      32
      smaller islands and islets.

     

    
      
        
        

      

      
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    EXHIBIT
      B

    


    Library
      Content

     

     

     

     

     

     

    
      
        
        

      

      
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