EMPLOYMENT
      AGREEMENT

     

    This
      EMPLOYMENT AGREEMENT (this “Agreement”)
      is
      entered into as of October __, 2006 by and among Pro Elite, Inc., a New
      Jersey corporation, with its principal office at 9229 Sunset Boulevard, Suite
      505, Los Angeles, California 90069 (the “Pro
      Elite”),
      I-Fight, Inc., a California corporation and a wholly owned subsidiary
      (“I-Fight,”
      together with Pro Elite the “Company”),
      and
      William Kelly (“Employee,”
      together with the Company, the “Parties”),
      with
      reference to the following facts:

     

    WHEREAS,
      the Company desires to employ the Employee, and Employee desires to be employed
      by Company pursuant to the terms hereof;

     

    WHEREAS,
      Employee desires to commit to an agreement with the Company to serve as
      Company’s Chief Operating Officer for each of the Company, for a period of three
      years, from October 3, 2006 till September 30, 2009, subject to the Trial Period
      as defined below (the “Term”);
      and

     

    NOW,
      THEREFORE, the Company and Employee desire to set forth in this Agreement the
      terms and conditions of the Employee's employment with the Company.

     

    ARTICLE
      I

     

    EMPLOYMENT;
      TERM; DUTIES

     

    1.1  Conditions
      Precedent.
      The
      Company’s obligations hereunder (including, but not limited to, payment of any
      and all sums payable to Employee by Company) are expressly conditioned upon
      the
      successful closing of that certain private offering by Pro Elite, Inc., a New
      Jersey corporation (“Pro
      Elite”)
      on
      October 3, 2006 (the “Private
      Offering”).
      

     

    1.2  Employment.
      Upon
      the terms and conditions hereinafter set forth, the Company hereby employs
      Employee, and Employee hereby accepts employment, to cause Employee to serve
      as
      Chief Operating Officer of Pro Elite (“COO”),
      and
      President and Chief Executive Officer of I-Fight (“CEO”).
      

     

    1.3  Duties.
      Employee shall perform such duties for the Company as are prescribed by
      applicable job specifications for the COO and CEO, the Bylaws of each of Pro
      Elite and I-Fight, and such other or additional duties as may be assigned to
      him
      from time to time by the Board of Directors of the Company (the “Board”).
      

     

    1.3.1  Employee
      shall use his best efforts and abilities faithfully and diligently to promote
      the Company’s business interests. For so long as Employee is employed by the
      Company, Employee shall not, directly or indirectly, either as an employee,
      employer, consultant, agent, investor, principal, partner, stockholder (except
      as the holder of less than 1% of the issued and outstanding stock of a publicly
      held corporation), corporate officer or director, or in any other individual
      or
      representative capacity, engage or participate in any business that is in
      competition in any manner whatsoever with the business of the Company Group,
      which includes the Company and MMA Live, Inc., and other entities the Company
      may form in the future, as such businesses are now or hereafter conducted.
      Subject to the foregoing prohibition and provided such services or investments
      do not violate any applicable law, regulation or order, or interfere in any
      way
      with the faithful and diligent performance by Employee of the services to the
      Company otherwise required or contemplated by this Agreement, the Company
      expressly acknowledges that Employee may:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)  make
      and
      manage personal business investments of Employee’s choice without consulting the
      Board; and

     

    (b)  serve
      in
      any capacity with any non-profit civic, educational or charitable organization
      without consulting with the Board.

     

    1.4  Covenants
      of Employee

     

    1.4.1  Reports.
      Employee shall use his best efforts and skills to truthfully, accurately, and
      promptly make, maintain, and preserve all records and reports that the Company
      may, from time to time, request or require, fully account for all money,
      records, equipment, materials, or other property belonging to the Company of
      which he may have custody, and promptly pay and deliver the same whenever he
      may
      be directed to do so by the Board.

     

    1.4.2  Rules
      and Regulations.
      Employee shall obey all rules, regulations and special instructions of the
      Company and all other rules, regulations, guides, handbooks, procedures,
      policies and special instructions applicable to the Company’s business in
      connection with his duties hereunder and shall endeavor to improve his ability
      and knowledge of the Company’s business in an effort to increase the value of
      his services for the mutual benefit of the Company and the
      Employee.

     

    1.4.3  Opportunities.
      Employee shall make all business opportunities of which he becomes aware that
      are relevant to the Company’s business available to the Company, and to no other
      person or entity or to himself individually.

     

    1.5  Trial
      Period.
      During
      a 90-day period, beginning on October 3, 2006, the Company shall evaluate the
      employment relationship with Employee, and shall examine and review the
      Employee’s performance as a COO (the “Trial
      Period”).
      The
      Board shall determine in its sole discretion whether Employee’s performance of
      his duties as COO meets the Board’s satisfaction. If the Company does not take
      any action to continue the Employee’s employment as COO and does not give
      Employee written notice of its intention to incorporate the Trial Period in
      the
      first Year of the Term of this Agreement within 3 days after the conclusion
      of
      the Trial Period, then the Agreement shall terminate and the Employee shall
      no
      longer be employed by the Company. 

     

    ARTICLE
      II

     

    COMPENSATION

     

    2.1  Base
      Salary.
      During
      the Term, for all services rendered by Employee hereunder and all covenants
      and
      conditions undertaken by both Parties pursuant to this Agreement, the Company
      shall pay, and Employee shall accept, as compensation, an annual base salary
      of
      $175,000 per year through September 30, 2007, and the amount determined by
      the
      Company thereafter, but not less than 5% per year (“Base
      Salary”).
      This
      Base Salary shall be payable in accordance with the normal payroll practices
      of
      the Company. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.2  Performance
      and Review.
      Employee’s performance will be reviewed on no less than an annual basis.


     

    2.3  Bonus.
      Employee may receive a bonus of $50,000 at the end of each Year. This Bonus
      shall be based on the following two factors, each of which shall be given equal
      weight in determining the bonus amount Employee will receive that
      Year:

     

    (a)  The
      Company’s performance, based on the performance criteria established by the
      Company’s Compensation Committee in its sole discretion; and

     

    (b)  The
      Employee’s job performance, based on the performance criteria established by the
      Company’s Compensation Committee in its sole discretion. 

     

    2.4  Options.
      Employee shall be granted options to acquire 400,000 shares of the Company’s
      common stock under the Company’s 2006 Stock Compensation Plan. The
      options will be exercisable at the $2.00 per share of common stock and options
      shall vest in equal installments every 90 days from the date of this Agreement
      for each year during the Term until all options have been fully vested. For
      purposes of this Section 2.4, a year shall be a 360-day period. The options
      can
      only vest upon the conclusion of a 90-day period, and cannot vest on a pro-rata
      basis. 

     

    2.5  Withholding.
      The
      Company may deduct from any compensation payable to Employee (including payments
      made pursuant to Section 2 of this Agreement in connection with or following
      termination of employment) amounts sufficient to cover Employee’s share of
      applicable federal, state and/or local income tax withholding, old-age and
      survivors’ and other social security payments, state disability and other
      insurance premiums and payments.

     

    ARTICLE
      III

     

    BUSINESS
      EXPENSES

     

    3.1  Business
      Expenses.
      Employee will be reimbursed for all reasonable, out-of-pocket business expenses
      incurred in the performance of his/her duties on behalf of the Company
      consistent with the Company’s policies and procedures, including prior approval
      requirements and submission of appropriate supporting
      documentation.

     

    ARTICLE
      IV

     

    TERMINATION
      OF EMPLOYMENT

     

    4.1  Termination

     

    4.1.1  Employee’s
      employment pursuant to this Agreement shall terminate on the earliest to occur
      of the following:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (a)  upon
      the
      death of Employee (“Death”);

     

    (b)  upon
      the
      delivery to Employee of written notice of termination by the Company if Employee
      shall suffer a physical or mental disability or illness which renders Employee,
      in the reasonable judgment of the Board, unable to perform his duties and
      obligations under this Agreement for either 60 consecutive days or 180 days
      in
      any 12-month period (“Disability”);

     

    (c)  upon
      delivery to Employee of written notice of termination by the Company for Good
      Reason; or

     

    (d)  upon
      delivery to Employee of written notice of termination by the Company For
      Cause.

     

    4.1.2  At
      the
      end of each Year during the Term, if the Company does not provide Employee
      written notice of its intention to continue Employee’s employment as COO at
      least thirty (30) days before the end of each Year, the Employee’s employment
      shall automatically and immediately terminate. For purposes of this Agreement,
      “Year”
shall
      mean the twelve-month period beginning on October 1 and ending on September
      30
      of the following year, with the exception of the first year, which starts on
      October 3, 2006 and ends on September 30, 2007.

     

    4.2  Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    4.2.1  “For
      Cause”
shall
      mean, in the context of a basis for termination of Employee’s employment with
      the Company, that:

     

    (a)  Employee
      is convicted
      of, or pleas nolo
      contendere
      (no
      contest) to, any crime (whether or not involving the Company) constituting
      a
      felony in the jurisdiction involved;

     

    (b)  Employee’s
      willful misconduct in the performance of Employee’s duties
      hereunder;

     

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

     

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

     

    4.2.2  “Good
      Reason”
giving
      rise to Employee’s right to terminate this Agreement means if
      Employee claims that Company has materially breached this Agreement, Employee
      shall have first provided written notice to Company of any such claimed material
      breach with exact details of the claimed material breach and Company shall
      have
      had thirty (30) days from the date of receipt of such written notice to cure
      any
      such breach; if curable, and in the event Company does so cure such breach
      within said thirty (30) days, such claimed breach shall not constitute good
      reason or a breach of this Agreement.  

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.3  Effect
      of Termination

     

    4.3.1   Employee
      acknowledges that in the event of termination of his employment for any reason,
      Employee shall not be entitled to any severance or other compensation from
      the
      Company. Without limitation on the generality of the foregoing, this Section
      supersedes any plan or policy of the Company that provides for severance to
      its
      officers or employees, and Employee shall not be entitled to any benefits under
      any such plan or policy.

     

    4.3.2  Employee
      shall have no obligation to offset any payments he receives from the Company
      following the termination of his employment by any payments he receives from
      his
      subsequent employer, except that any payments Employee receives under the
      employee benefit plans or programs of a subsequent employer shall offset any
      payments he receives from comparable employment benefit plan or program of
      the
      Company.

     

    ARTICLE
      V

     

    INVENTIONS
      AND TRADEMARK; CONFIDENTIAL INFORMATION; NON-

    DISCLOSURE;
      UNFAIR COMPETITION; CONFLICT OF INTEREST

     

    5.1  Inventions
      and Trademark.
      All
      ideas, inventions, trademarks, proprietary information, know-how, processes
      and
      other developments or improvements developed by Employee, alone or with others,
      during the Term, that are within the scope of Company’s business operations or
      that relate to Company’s work or projects, are the exclusive property of
      Company. In that regard, Employee agrees to disclose promptly to Company any
      and
      all inventions, discoveries, trademarks, proprietary information, know-how,
      processes or improvements, patentable or otherwise, that he may make from the
      beginning of Employee’s employment until the termination thereof, that relate to
      the business of Company, whether such is made solely or jointly with others.
      Employee further agrees that, during the Term, he will provide Company with
      a
      reasonable level of assistance, at Company’s sole option and expense, to obtain
      patents in the United States of America, or elsewhere on any such ideas,
      inventions, trademarks and other developments, and agrees to execute all
      documents necessary to obtain such patents in the name of Company.

     

    5.2  Confidential
      Information.
      Employee shall hold and keep confidential for the benefit of Company all secret
      or confidential information, files, documents other media in which confidential
      information is contained, knowledge or data (collectively the “Confidential
      Information”) relating to Company or any of its affiliated companies, and their
      respective businesses, which shall have been obtained by Employee during his
      employment by Company or any of its affiliated companies. Confidential
      Information does not include information that is already public knowledge at
      the
      time of disclosure (other than by acts by Employee or his representatives in
      violation of this Agreement) or that is provided to Employee by a third party
      without an obligation with Company to maintain the confidentiality of such
      information. After termination of Employee’s employment with Company, he shall
      not, without the prior written consent of Company, or as may otherwise be
      required by law or legal process, communicate or divulge any Confidential
      Information to anyone other than Company and those designated by it. Employee
      shall acknowledge that all confidential documents are and shall remain the
      sole
      and exclusive property of Company regardless of who originally acquired the
      confidential documents. Employee agrees to return to Company promptly upon
      the
      expiration or termination of his employment or at any other time when requested
      by Company, any and all property of Company, including, but not limited to,
      all
      confidential documents and copies thereof in his possession or control. Any
      loss
      resulting from a breach of the foregoing obligations by Employee to protect
      the
      Confidential Information could not be reasonably or adequately compensated
      in
      damages in an action at law. Therefore, in addition to other remedies provided
      by law or this Agreement, Company shall have the right to obtain injunctive
      relief, in the appropriate court, at any time, against the dissemination by
      Employee of the Confidential Information, or the use of such information by
      Employee in violation hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.2.1  Restriction
      on Use of Confidential/Trade Secret Information.
      Employee agrees that his use of confidential/trade secret information is subject
      to the following restrictions for an indefinite period of time so long as the
      confidential/trade secret information has not become generally known to the
      public:

     

    (a)  Non-Disclosure.
      Employee agrees that he will not publish or disclose, or allow to be published
      or disclosed, confidential/trade secret information to any person without the
      prior written authorization of the Company unless pursuant to Employee’s job
      duties to the Company under this Agreement.

     

    (b)  Non-Removal/Surrender.
      Employee agrees that he will not remove any confidential/trade secret
      information from the offices of the Company or the premises of any facility
      in
      which the Company is performing services, except pursuant to his duties under
      this Agreement. Employee further agrees that he shall surrender to the Company
      all documents and materials in his possession or control which contain
      confidential/trade secret information and which are the property of the Company
      upon the termination of this Agreement, and that he shall not thereafter retain
      any copies of any such materials.

     

    5.2.2  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.
      Employee agrees that at no time after his employment with the Company will
      he
      engage in competition with the Company while making any use of the Company’s
      confidential/trade secret information. Employee agrees that he will not directly
      or indirectly accept or solicit, whether as an employee, independent contractor
      or in any other capacity, the business of any customer of the Company with
      whom
      Employee worked or otherwise had access to the Company’s confidential/trade
      secret information pertaining to its business with that customer during the
      last
      year of his employment with the Company.

     

    5.3  Non-Solicitation
      During Employment.
      Employee shall not during his employment inappropriately interfere with the
      Company’s business relationship with its customers or suppliers or solicit any
      of the employees of the Company to leave the employ of the Company.

     

    5.4  Non-Solicitation
      of Employees.
      Employee agrees that, for one year following the termination of his employment,
      he shall not, directly or indirectly, ask or encourage any of the Company’s
      employees to leave their employment with the Company or solicit any of the
      Company’s employees for employment.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    5.5  Breach
      of Provisions.
      If the
      Employee breaches any of the provisions of this Section 5, or in the event
      that
      any such breach is threatened by the Employee, in addition to and without
      limiting or waiving any other remedies available to the Company at law or in
      equity, the Company shall be entitled to immediate injunctive relief in any
      court, domestic or foreign, having the capacity to grant such relief, to
      restrain any such breach or threatened breach and to enforce the provisions
      of
      this Section 5. 

     

    5.6  Reasonable
      Restrictions.
      The
      parties acknowledge that the foregoing restrictions, as well as the duration
      and
      the territorial scope thereof as set forth in this Section 5, are under all
      of
      the circumstances reasonable and necessary for the protection of the Company
      and
      its business.

     

    5.7  Definition.
      For
      purposes of this section 5, the term “Company”
shall
      be deemed to include any parent, subsidiary or affiliate of the
      Company.

     

    ARTICLE
      VI

     

    MISCELLANEOUS

     

    6.1  Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective legal representatives, heirs, distributees, successors and
      assigns. Employee may not assign any of his rights and obligations under this
      Agreement. The Company may assign its rights and obligations under this
      Agreement to any successor entity. 

     

    6.2  Notices.
      Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by telecopier
      and
      confirmed within 48 hours by letter mailed or delivered to the party to be
      notified at its or his/hers address set forth herein; or three days after being
      sent by registered or certified mail, return receipt requested, (or by
      equivalent currier with delivery documentation such as FEDEX or UPS) to the
      address of the other party set forth or to such other address as may be
      specified by notice given in accordance with this section 6.2:

     

    
      	
              If
                to the Company:

            	
              Pro
                Elite, Inc.

              12100
                Wilshire Boulevard, Suite 800

              Los
                Angeles, California 90025

              Telephone: (310)
                806-9420

              Facsimile: (310)
                806-9426

              Attention:
                ____________________ 

            
	 	 
	
              If
                to Employee:

            	
              William
                Kelly

              __________________________

              __________________________

              Telephone: (___)
                ________________

              Facsimile: (___)
                _________________

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    6.3  Severability.
      If any
      provision of this Agreement, or portion thereof, shall be held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision or portion thereof, and
      shall not in any manner affect or render invalid or unenforceable any other
      provision of this Agreement or portion thereof, and this Agreement shall be
      carried out as if any such invalid or unenforceable provision or portion thereof
      were not contained herein. In addition, any such invalid or unenforceable
      provision or portion thereof shall be deemed, without further action on the
      part
      of the parties hereto, modified, amended or limited to the extent necessary
      to
      render the same valid and enforceable.

     

    6.4  Waiver.
      No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.

     

    6.5  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the Parties with respect
      to
      the subject matter hereof, and supersedes any and all prior agreements between
      the Company and Employee, whether written or oral, relating to any or all
      matters covered by and contained or otherwise dealt with in this Agreement.
      This
      Agreement does not constitute a commitment of the Company with regard to
      Employee’s employment, express or implied, other than to the extent expressly
      provided for herein.

     

    6.6  Amendment.
      No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.

     

    6.7  Authority.
      The
      Parties each represent and warrant that it/he or she has the power, authority
      and right to enter into this Agreement and to carry out and perform the terms,
      covenants and conditions hereof.

     

    6.8  Attorneys’
      Fees.
      If
      either party hereto commences an arbitration or other action against the other
      party to enforce any of the terms hereof or because of the breach by such other
      party of any of the terms hereof, the prevailing party shall be entitled, in
      addition to any other relief granted, to all actual out-of-pocket costs and
      expenses incurred by such prevailing party in connection with such action,
      including, without limitation, all reasonable attorneys’ fees, and a right to
      such costs and expenses shall be deemed to have accrued upon the commencement
      of
      such action and shall be enforceable whether or not such action is prosecuted
      to
      judgment.

     

    6.9  Titles.
      The
      titles of the sections of this Agreement are inserted merely for convenience
      and
      ease of reference and shall not affect or modify the meaning of any of the
      terms, covenants or conditions of this Agreement.

     

    6.10  Applicable
      Law; Choice of Forum.
      This
      Agreement, and all of the rights and obligations of the parties in connection
      with the employment relationship established hereby, shall be governed by and
      construed in accordance with the substantive laws of the State of California
      without giving effect to principles relating to conflicts of law.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    6.11  Arbitration.

     

    6.11.1  Scope.
      To the
      fullest extent permitted by law, Employee and the Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the employment
      relationship between the Company and Employee and any disputes upon termination
      of employment, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law. For the purpose
      of
      this agreement to arbitrate, references to “Company” include all parent,
      subsidiary or related entities and their employees, supervisors, officers,
      directors, agents, pension or benefit plans, pension or benefit plan sponsors,
      fiduciaries, administrators, affiliates and all successors and assigns of any
      of
      them, and this agreement to arbitrate shall apply to them to the extent
      Employee’s claims arise out of or relate to their actions on behalf of the
      Company.

     

    6.11.2  Arbitration
      Procedure.
      To
      commence any such arbitration proceeding, the party commencing the arbitration
      must provide the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims. In no event shall this notice for arbitration be
      made
      after the date when institution of legal or equitable proceedings based on
      such
      claims would be barred by the applicable statute of limitations. The arbitration
      will be conducted in Los Angeles, California, by a single neutral arbitrator
      and
      in accordance with the then-current rules for resolution of employment disputes
      of the American Arbitration Association (“AAA”).
      The
      Arbitrator is to be selected by the mutual agreement of the Parties. If the
      Parties cannot agree, the Superior Court will select the arbitrator. The parties
      are entitled to representation by an attorney or other representative of their
      choosing. The arbitrator shall have the power to enter any award that could
      be
      entered by a judge of the trial court of the State of California, and only
      such
      power, and shall follow the law. The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the arbitrator. The
      arbitrator shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based. Judgment on the award
      may
      be entered in any court having jurisdiction thereof. The Company shall bear
      the
      costs of the arbitration filing and hearing fees and the cost of the
      arbitrator.

     

    6.12  This
      Agreement shall not be terminated by any voluntary or involuntary dissolution
      of
      the Company resulting from either a merger or consolidation in which the Company
      is not the consolidated or surviving corporation, or a transfer of all or
      substantially all of the assets of the Company. In the event of any such merger
      or consolidation or transfer of assets, Employee’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

    [Signature
      page to follow]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

     

    


    
      	
               

               

               

              __________________________________

              William
                Kelly

            	
              Pro
                Elite, Inc., a New Jersey corporation

               

               

              By:
                ________________________________

              Name:
                _________________________

              Title:
                __________________________

               

               

            
	 	
              I-Fight,
                Inc., a California corporation

               

               

               

               

              
                By:
                  ________________________________

                Name:
                  _________________________

                Title:
                  __________________________

              

               

            


    

    


     

    
      
        
        

      

      
        10