Exhibit 10.01
    

    
      


    

    
      AMENDMENT TO STRATEGIC INVESTMENT AGREEMENT
    

    
      THIS AMENDMENT TO STRATEGIC INVESTMENT AGREEMENT (the “Amendment”) dated
      as of January 11, 2010 (the “Amendment Effective Date”) between Stratus
      Media Group, Inc., a Nevada corporation (“the Company”), and ProElite,
      Inc., a New Jersey corporation (the “Company”):
    

    
      A.        The Company and the Company entered into that certain
      Strategic Investment Agreement dated as of October 9, 2009 (the
      “Agreement”) pursuant to which PEI agreed to sell and the Company agreed
      to purchase shares of PEI’s preferred stock.  Defined terms not defined
      herein shall have the meanings ascribed to them in the Agreement.
    

    
      B.        The Parties wish to amend the Agreement on the terms set forth
      below.
    

    
      ARTICLE I.  

AMENDMENT OF AGREEMENT
    

    
        1.1.  Article 5 is hereby amended by adding the following sections.
    

    
      “Availability of Funds.  the Company currently has, readily available,
      and under its control on an unrestricted basis (except only those
      restrictions set forth on Schedule 4.1(i) hereto, which for clarity, are
      not conditions to Closing or to the Company’s obligations, but merely
      modifications to this representation) all funds necessary to perform its
      obligations under the Agreement and the Amendment to provide interim
      funding and make the payments contemplated by Section 5.9 and 5.10(b) of
      the Amendment, and not later than the Outside Date will have, readily
      available, and under its control on an unrestricted basis (except only
      those restrictions set forth on Schedule 4.1(i) hereto, which for
      clarity, are not conditions to Closing or the Company’s obligations, but
      merely modifications to this representation) all funds necessary to
      consummate the purchase of all of the Preferred Shares contemplated to
      be purchased hereby.”
    

    
        1.2.  Article 5 is hereby amended by adding the following sections.
    

    
      “5.9      Interim Funding.  During
      the period between the Amendment Effective Date and the Closing, the
      Company shall continue to provide funding to PEI in accordance with the
      budget attached as Schedule A, it being acknowledged that, through the
      Amendment Effective Date, the Company has provided funding to PEI in the
      aggregate amount of $228,894.23.  All amounts so funded (the “Funded
      Payments”) shall be evidenced by promissory notes of PEI (each a “Note”)
      in the same form and having the same terms as the notes already issued
      to the Company in respect of advances of the Purchase Price.  Any Note
      shall be convertible, at the option of SMG1, into shares of Preferred
      Stock on a pro rata basis based on the conversion ratio set forth in the
      Series A Certificate of Designation.  To the extent applicable, the
      Funded Payments shall reduce the Closing Payments.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      5.10      Management Change.  
    

    
             (a)  The Company is delivering the following resignations and
      written consents, which shall be (and may state that they are) subject
      to the Company’s timely compliance with Section 5.10(b): (i) Charles
      Champion’s resignation as Chief Executive Officer of PEI and the
      appointment of William Kelly as President and Chief Operating Officer of
      PEI; and (ii) the election by the current members of the board of
      directors by written consent of Paul Feller, Glenn Golenberg and Douglas
      De Luca to PEI’s board of directors and the resignation of such current
      members.
    

    
             (b)  The Company shall promptly (but not later than the close of
      business on Friday, February 11, 2010):
    

    
                 (i)  In satisfaction of PEI’s obligations to Charles
      Champion, pay to Mr. Champion $150,000 (the “Champion Payment”) as
      follows: $75,000 in cash and issuing to him restricted shares of the
      Company’s Common Stock valued at $2.30 per share.
    

    
                (ii)  Pay all amounts due as of the Amendment Effective Date
      pursuant to Section 5.9, and make the those portions of the “Closing
      Payments” to the persons specified in Section 5.6 of the Disclosure
      Schedule as specified on Schedule A.
    

    
             (c)  Notwithstanding Mr. Champion’s resignation, upon new board
      members being appointed under Section 5.10(a), prior to the Closing he
      (or his designee or designees) shall be vested with the sole authority
      to take, at Company expense, with the same authority and protection as
      if specifically instructed by the board of directors, all appropriate
      action on behalf of PEI to enforce PEI’s rights under the Agreement and
      Amendment, grant waivers thereunder or hereunder, execute any amendment
      to the Agreement or the Amendment on behalf of PEI and authorize any
      deliveries or other actions necessary for the Closing.”
    

    
      5.11.     Credit to Purchase Price.  The
      Purchase Price payable at Closing shall be reduced by the aggregate
      amount of the Funded Payments, the Champion Payment, all amounts paid to
      Gumbiner Savett, Inc. with respect to the audit and review of PEI’s
      financial statements, and all amounts (not to exceed $231,525) paid to
      William Kelly or assumed by the Company in connection with the amount
      owed by PEI to Mr. Kelly.
    

    
        1.3.  The Company agrees acknowledges that all of the conditions to
      closing in Section 6.1, have been satisfied to date and agrees that,
      notwithstanding such conditions (other than the conditions in Section
      6.1(f) and 6.1(d)(i),(ii), (iv), (v) and (vi), which shall continue to
      be conditions to Closing in accordance with their terms; provided, that
      6.1(d)(iv), (v) and (vi) need only be satisfied as of the Amendment
      Effective Date in order for such conditions to be deemed satisfied for
      all purposes), the Company is unconditionally obligated to consummate
      the purchase and other transactions contemplated by the Agreement and
      this Amendment and pay the full Purchase Price (as may be adjusted by
      Sections 5.9 and 5.11) as provided in amended Section 7.1 of the
      Agreement (see section 1.4 of this Amendment below).  Additionally, the
      Company shall pay any additional amount required to purchase an extended
      discovery policy upon the Closing.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
        1.4.  Section 7.1 of the Agreement is hereby amended in its entirety
      by inserting the following in lieu thereof.
    

    
      “The completion of any transactions of purchase and sale contemplated by
      this Agreement (the “Closing”) shall take place at the offices of
      TroyGould PC, 1801 Century Park East, Suite 1600, Los Angeles,
      California 90067as soon as possible but in no event shall the Closing
      occur later than March 31, 2010 (the “Outside Date”) except that the
      Outside Date may be extended with approval of the Parties.  In the event
      that the Closing has not occurred by the Outside Date, or in the event
      of any other material breach hereof by the Company, then in addition to
      any other remedies available to PEI, on five business days notice, the
      Company shall cause the Company Designees to appoint the designees of
      PEI to PEI’s board of directors (the “Company Designees”) and the
      Company Designees shall resign.  The Company Designees shall be the
      individual(s) designated by Charles Champion.”
    

    
        1.5.  Section 9.1(b) of the Agreement is hereby amended by inserting
      the following in lieu thereof:
    

    
      “(b) The Company, on the one hand, or the Company, on the other hand, if
      the Closing has not occurred by Outside Date because the non-terminating
      party has materially breached this Agreement and not cured such breach
      in a reasonable time; provided, the party purporting to terminate is not
      itself in material breach.”
    

    
      1.7.      Paul Feller shall deliver to PEI, at the Amendment Effective
      Date, a guarantee of certain obligations in form and substance
      satisfactory to PEI.
    

    
      1.8       In addition to its post-Closing obligations under Section 8.3,
      the Company shall also comply with such section prior to the Closing
      after the board and management changes contemplated by Section 5.10 have
      become effective.  In addition, those persons who are reasonably
      intended third party beneficiaries of the post-Closing obligations in
      Section 8.3 shall be deemed to have such status, notwithstanding
      anything contrary in the Agreement.
    

    
      1.9       The Company may file this Amendment on Edgar.
    

    
      ARTICLE II.  

EFFECT OF AMENDMENT
    

    
      Except as expressly provided herein, all of the terms of the Agreement
      shall remain in full force and effect.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF the Parties have executed this Amendment effective as
      of the Amendment Effective Date.
    

    

    

    
    	
           
        	
          
            PROELITE, INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Charles Champion
          

        
	

        	
          
             
          

        	
          
            Name: Charles Champion
          

        
	

        	
          
             
          

        	
          
            Title: Chief Executive Officer
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            STRATUS MEDIA GROUP, INC.
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Paul Feller
          

        
	

        	
          
             
          

        	
          
            Name: Paul Feller
          

        
	

        	
          
             
          

        	
          
            Title: President