**Text
      marked by [ * * *] has been omitted pursuant to a Request for Confidential**


**Treatment
      and was filed separately with the Securities and Exchange
      Commission.**





Douglas
      Deluca


Chief
      Executive Officer


PROELITE


12121
      Wilshire Blvd., Ste 1001


Los
      Angeles, California 90025




RE:
            ELITE
                XC




Dear
      Doug:




This
      will
      confirm the terms of the agreement between CBS Entertainment (“CBS”) and
      ProElite (“Supplier”) in connection with the production and licensing of 2-hour
      live world-class mixed martial arts fight programs (the “Event(s)”), as
      follows:




CBS’
      obligations are contingent upon conclusion of an agreement between CBS and
      Supplier relating to a grant to CBS of additional warrants in
      ProElite.




1.  EVENT
      ORDER .




1.1  Initial
      Order .
      CBS
      hereby orders four (4) 2-hour Events intended for live broadcast in primetime
      during a period of one year commencing upon the initial broadcast of the first
      Event hereunder (the “Initial Order”). CBS may order up to two (2) additional
      Events as part of the Initial Order by reasonable notice to Supplier. The
      broadcast date for the first Event shall be mutually determined by the parties.
      The broadcast date for subsequent Events shall be mutually determined; provided,
      however, that Supplier shall be given at least 75 days notice prior to any
      such
      broadcast date.




1.2  Subsequent
      Orders .
      CBS
      shall have four (4) subsequent, consecutive annual options each exercisable
      the
      later of 45 days prior to the expiration of the Term or fourteen (14) days
      following the initial broadcast of the last Event produced in the prior year
      to
      order four (4) additional 2-hour Events hereunder. CBS may order additional
      Event(s) in each year by reasonable notice to Supplier.




1.3  CBS
      shall
      have the right to order Events other than 2-hours in length. In which case,
      the
      license fee shall be negotiated in good faith based on a budget to be presented
      by Supplier, provided, however that license fees shall not exceed a cap of
      up to
      the following percentages: [***] of the 2-hour rate for 3-hour programs, [***]
      of the 2-hour rate for 1-hour programs.




1.4  In
      addition to the Events, CBS may order derivative type programs (as part of
      the
      initial order for the year or otherwise during the Term) based on the Events
      (e.g., “behind-the-scenes”, “best-of, etc.). [***]







2.  PROGRAM
      LICENSE FEE .




2.1  Initial
      Term .
      In
      connection with Events ordered for the Initial Order, CBS shall pay a flat,
      non-auditable license fee [***] per Event (the “License Fee”) provided that
      Supplier represents and warrants that the production value for each Event will
      be consistent with the production value of the programs that have been produced
      for Showtime, plus reasonable network enhancements (for example, announcer,
      additional cameras/jib) as requested by CBS . [***]




2.2  Subsequent
      Years .
      In
      connection with Events ordered for subsequent years, the License Fee shall
      be as
      follows:




Year
      2:
      [***] per Event


Year
      3:
      [***] per Event


Year
      4:
      [***] per Event


Year
      5:
      [***] per Event





2.3  Payment
      Schedule .
      The
      applicable License Fee shall be payable 1/3 upon Supplier’s commencement of
      pre-production; 1/3 upon completion of production; and the balance upon
      Supplier’s delivery of the Event (and all required elements as set forth in a
      separate document to follow).




2.4  Pay
      or
      Play Commitment .
      Provided Supplier is ready, able and willing to deliver all Events ordered
      by
      CBS hereunder and provided Supplier is not in breach of this agreement, in
      the
      event that CBS elects not to broadcast an Event(s) ordered by CBS hereunder
      (other than for force majeure), CBS shall pay Supplier the applicable License
      Fee for any such Event(s) so ordered. Nothing herein shall be deemed to obligate
      CBS to broadcast any Event ordered hereunder, and CBS shall have discharged
      all
      of its obligations to Supplier hereunder by paying Supplier the applicable
      License Fee for any such Event.




2.5  [***].




Any
      rating bonus, as and if applicable, shall be payable by CBS to Supplier within
      60 days of CBS’ Network Broadcast of the applicable Event.




3.  PRODUCTION .
      Showtime or another CBS-approved entity to produce applicable Event(s). CBS
      to
      have approval over the auspices of production and production budgets, which
      approval will not be unreasonably withheld or delayed, and the parties agree
      that the production value for each Event will be consistent with the production
      value of the programs that have been produced for Showtime, plus reasonable
      Network enhancements (for example, announcer, additional cameras/jib) as
      requested by CBS. CBS shall have the right to require pre-taping of certain
      fights in order to gap-fill the live broadcast, which details will be agreed
      upon prior to each Event.




4.  Term .
      The
      Term shall commence on the date this agreement is executed and continue for
      a
      period of one year from the initial broadcast of the first Event hereunder,
      as
      may be extended on a year to year basis by the exercise of the applicable annual
      option. CBS shall have the greater of 120 days from the initial broadcast of
      the
      last Event ordered hereunder or the expiration of the Term to complete its
      repeat runs hereunder.




2


5.  Territory .
      United
      States, its territories and possessions (excluding Puerto Rico) and
      Bermuda.




6.  Network
      Runs .
      CBS
      shall be entitled to take up to four (4) network broadcasts of each Event
      (“Network Runs”). The initial network broadcast shall be on CBS. Subsequent runs
      may be taken on CBS or another network owned and/or affiliated with CBS. The
      License Fee buys out 2 runs. [***].




7.  EXCLUSIVITY .




7.1  The
      Events and all elements contained therein (including talent as set forth below)
      will be exclusive to CBS during the Term in the Territory.




7.2  ProElite
      and EliteXC brands to be exclusive to CBS in broadcast television in the
      Territory during the Term.




7.3  No
      other
      fight events permitted on any other broadcast network or premium cable
      (excluding Showtime) in the Territory whether under the ProElite, EliteXC brands
      or any other related or affiliated brand(s) (whether through ownership,
      partnership or otherwise). [***]




7.4  [***]




7.5  [***]




7.6  [***].




8.  APPROVALS .
      CBS to
      have its customary creative, financial, production, budget, standard and
      practices and legal approval rights, which approval will not be unreasonably
      withheld or delayed and the parties agree that the production value for each
      Event will be consistent with the production value of the programs that have
      been produced for Showtime, plus reasonable network enhancements (for example,
      announcer, additional cameras/jib) as requested by CBS. In connection therewith,
      it is agreed that the venue for each event shall be mutually determined by
      the
      parties with the understanding that each Event shall be produced in a top United
      States media market. [***] Supplier and CBS shall have mutual approval over
      CBS’
initial press release relating to this agreement and the broadcast of the Events
      on CBS. Supplier agrees that such approval shall not be unreasonably withheld
      or
      delayed.




9.  [***]




10.  COMPLIMENTARY
      TICKETS .
      Supplier shall provide CBS with no less than [***] premium complimentary VIP
      tickets, with distribution and placement of seats to be approved by CBS. Special
      arrangements and accommodations will be made for CBS key executives and guests.
      CBS to have the right to purchase a reasonable number of additional premium
      tickets with distribution and placement to be approved by CBS.




3


11.  TALENT
      EXCLUSIVITY .
      [***]




12.  PRODUCTION/RESIDUAL/CLEARANCE
      COSTS .
      [***]




13.  [***]




14.  [***]




15.  DELIVERY .
      Timely
      delivery Fs of the essence hereunder. The Event(s) shall be delivered in
      accordance with CBS’ customary delivery requirements.




16.  [***]




17.  INSURANCE/INDEMNITY .
      Supplier agrees to defend and indemnify CBS from any and all third-party claims
      that arise out of or are based upon the Event (except to the extent such claims
      that arise out of or result from CBS’s breach of this Agreement). Supplier will
      obtain E & 0, General Liability, Worker’s Compensation, automobile and other
      insurance coverage for such length of time and in amounts sufficient for/to
      CBS
      and will name CBS as an additional insured on any such policies to the extent
      of
      Supplier’s indemnification obligations to CBS.




18.  NETWORK
      REVENUES .
      Supplier will have no right whatsoever to share in any revenues or proceeds
      (including any profits) derived from the exercise by the Network of any of
      the
      rights granted to it, including, without limitation, any revenues derived from
      any advertisers and sponsors.




19.  RIGHTS .
      Supplier represents and warrants that: (i) it exclusively owns and controls
      all right, title and interest in and to the Events and all ancillary and
      subsidiary rights therein; and (ii) it has the right to grant CBS the
      rights granted herein.




20.  CONFIDENTIALITY .
      Supplier agrees that it will keep the terms of this Agreement as confidential.
      To the extent Supplier is or becomes legally obligated to disclose the terms
      of
      this Agreement, Supplier will work in good faith to seek protective order or
      confidential treatment or other remedy to prevent such required disclosure
      and
      to the extent necessary, will only disclose information which is legally
      required to be provided.




21.  CREDITS .
      Provided that Supplier is not in breach of this agreement and subject to CBS’
then-current network policy, CBS has approved a production company logo credit
      for Supplier in the end credits. All other credits shall be per CBS’ customary
      practice and subject to reasonable approval on a case-by-case
      basis.




22.  OTHER
      TERMS .
      All
      other terms shall be per CBS standard long-form agreement which shall include
      CBS’ customary provisions, including, without limitation force majeure,
      insurance, breach, promotional and marketing rights, government regulations,
      notice, program standards and practices, etc. to be negotiated in good faith
      by
      the parties within CBS’ customary parameters.




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ACCEPTED
                AND AGREED:
              
              PROELITE
              
              
              By:/s/
                Douglas
                DeLuca
              Name:
                Douglas DeLuca
              Title:
                CEO
            CBS
                ENTERTAINMENT
              
              
              By:/s/
                Deborah
                Barak
              Name:
                Deborah Barak
              Title:
                Executive V.P.




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