Exhibit
        A

    

     

    CONSULTING
      AGREEMENT

     

    This
      CONSULTING AGREEMENT (this “Agreement”) is entered into as of December 7, 2007
      (“Effective Date”) by and between PROELITE, INC., a New Jersey corporation, with
      its principal office at 12121 Wilshire Boulevard, Suite 1001, Los Angeles,
      California 90025 (the “Company” or “PE”), and FFP, INC., a Hawaii corporation
      (“Consultant,” together with the Company, the “Parties”), with reference to the
      following facts:

     

    WHEREAS,
      concurrently herewith, the Company is acquiring all or substantially all of
      the
      business and assets of Future Fight Productions, Inc., pursuant to an Asset
      Purchase Agreement, dated as of September 13, 2007, between Consultant and
      the
      Company (the “Purchase Agreement”), and including the tradename, “Future Fight
      Productions” (hereafter, “Future Fight Productions” shall refer to such business
      operations and assets); and

     

    WHEREAS,
      in connection with the Company’s acquisition of such business and assets of
      Consultant, and as a condition thereto, the Company desires that Consultant
      be
      retained by the Company; and

     

    WHEREAS,
      Consultant has certain knowledge, expertise, experience and reputation of which
      the Company desires to avail itself; and

     

    WHEREAS,
      Consultant and Company desire to set forth their future independent contractor
      relationship;

     

    NOW,
      THEREFORE, the Company and Consultant desire to set forth in this Agreement
      the
      terms and conditions of Consultant's engagement by the Company.

     

    ARTICLE
      I

    ENGAGEMENT;
      TERM; DUTIES

     

    1.1  Engagement.
      The
      Company hereby agrees that, commencing on December 7, 2007 (the “Commencement
      Date”) and, subject to Section 4.1, ending on October 31, 2012 (the “Term”), the
      Company shall engage Consultant to provide certain consulting services, and
      Consultant hereby accepts such engagement by the Company, upon the terms and
      subject to the conditions hereinafter set forth.

     

    1.2  Consulting
      Services.
      Consultant’s duties and services for the Company shall include and not be
      limited to the following:

     

    1.2.1  Organizing,
      managing, promoting live events for Future Fight Productions and EliteXC Live,
      a
      subsidiary of the Company (“EliteXC”).

     

    1.2.2  Providing
      Consulting Services for all events that are promoted, organized or managed
      by
      EliteXC;

     

    1.2.3  Signing
      fighters to EliteXC and Future Fight Productions;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.2.4  Seeking
      and exploring business opportunities that are relevant to the Company’s
      business, including but not limited to sponsorships, strategic deals and
      distribution deals;

     

    1.2.5  Reporting
      to the President of EliteXC, Gary Shaw, on a routine basis, to be determined
      by
      Mr. Shaw; and

     

    1.2.6  Traveling
      to PE's headquarters periodically at the request of the Company, as may be
      requested from time to time by the President of EliteXC.

     

    1.3  Covenants
      of Consultant.

     

    1.3.1  Reports.
      Consultant shall use its 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, programming including master tapes, or other
      property belonging to the Company of which it may have custody, and promptly
      pay
      and deliver the same whenever it may be directed to do so by the management
      of
      PE.

     

    (a)  In
      accordance with Sections 1.2.5 and 1.3.1, Consultant shall submit to the Chief
      Financial Officer of the Company all documents, invoices, agreements,
      understandings, and contracts and all other records received from third parties
      in connection with any Company events, which shall include events promoted
      under
“Future Fight Productions”, “ICON”, “EliteXC” or any events promoted by the
      Company or an affiliate thereof.

     

    1.3.2  Rules
      and Regulations.
      Consultant shall obey and be bound by 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 its duties hereunder and shall endeavor to improve
      its ability and knowledge of the Company’s business in an effort to increase the
      value of its services for the mutual benefit of the Company and the
      Consultant.

     

    1.3.3  Opportunities.
      Consultant shall make all business opportunities of which it becomes aware
      that
      are relevant to the Company’s business available to the Company, and to no other
      person or entity or to itself individually.

     

    1.3.4  Time.
      The
      Consultant agrees to devote such time and attention to Consulting Services
      hereunder as is required to fulfill its obligations under this Agreement in
      a
      timely and professional manner, recognizing that the time demands may vary
      month-to-month.

     

    1.4  Representative
      of Consultant.
      Consultant shall perform its duties through its representative, THOMAS JAY
      THOMPSON (“Thompson”). In this Agreement, “Consultant” means and includes
      Thompson.

     

    
      
         

      

      
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    ARTICLE
      II

    COMPENSATION

     

    2.1  Consulting
      Fee.
      In
      consideration of the Consulting Services to be rendered hereunder, the Company
      shall pay to Consultant a consulting fee of Eleven Thousand Six Hundred
      Sixty-Six and 66/100 Dollars ($11,666.66) per month for the Term, payable in
      arrears on the last day of each month, with the first payment to be made on
      December 31, 2007 (“Consulting Fee”). If Thompson ceases to be the
      representative of Consultant, then, at Company’s election, this Agreement shall
      terminate. 

     

    2.1.1 For
      a
      period of five (5) years, Consultant shall receive twenty percent (20%) of
      the
      earnings before interest, taxes, depreciation and amortization related to the
      events that the Consultant promotes under “Future Fight Productions” or “ICON”
(“EBITDA”), after deducting: (i) the Consulting Fee paid under this Agreement
      and (ii) any additional sales, general and administrative expenses incurred
      by
      the Company. The EBITDA payable to Consultant in accordance with this Section
      2.1.1, shall be payable to Consultant within ninety (90) days after the end
      of
      each fiscal year (December 31).

     

    2.2  Consulting
      Shares.
      In
      addition to the Consulting Fee and the EBITDA payable under Section 2.1.1,
      if
      any, Company shall pay Consultant Consulting Shares, which shall mean Fifty
      Thousand shares of Company’s common stock.

     

    2.2.1  Payment.
      The
      Consulting Shares shall be made in equal payments on each of the first three
      (3)
      anniversaries of the Effective Date of this Agreement.

     

    2.2.2  Forfeiture.
      The
      Consulting Shares shall be subject to forfeiture as follows:

     

    (a)  Upon
      the
      termination of this Agreement sooner than the third (3rd) anniversary of its
      Effective Date, all shares not yet paid shall be forfeited, except as otherwise
      provided in (i) and (ii), immediately below.

     

    (i)  A
      pro
      rata portion of the shares that would have been payable on the anniversary
      of
      the Closing Date next following the date on which the Consulting Agreement
      is
      terminated shall be paid to Consultant, such pro rata portion being equal to
      the
      product of one-third of the Consulting Shares and a fraction, the numerator
      of
      which is the number of days that have elapsed since the immediately preceding
      anniversary of the Closing Date through the date of the termination of the
      Consulting Agreement and the denominator of which is 365 (or 366 in the case
      of
      leap years).

     

    (ii)  If
      the
      Consulting Agreement is terminated by Company “Without Cause” (as defined in
      Section 4.5 of this Agreement), then fifty percent (50%) of all shares that
      would have been payable after the date on which the Consulting Agreement is
      terminated shall be paid to Consultant.

     

    The
      shares identified in (i) and (ii), above, shall be paid on the dates on which
      such shares would have been paid in accordance with Section 2.2.1, above, had
      no
      forfeitures occurred.

     

    
      
         

      

      
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    (b)  Any
      payment of Consulting Shares made by Company to Consultant shall be forfeited
      by
      Consultant, and Consultant shall be obligated to return to Company, without
      the
      necessity of any demand therefor, the certificate evidencing such shares, if,
      within one year of such payment Consultant shall engage or attempt to engage
      in
      any of the following (each, a “Prohibited Transaction”): (x) sell, exchange,
      assign, or otherwise transfer ownership of such Consulting Shares to any person;
      (y) hypothecate, mortgage, or otherwise transfer, offer, or pledge such
      Consulting Shares as security for indebtedness or for any other purpose; or
      (z)
      file a petition for protection from creditors under any of the United States
      or
      any State. A Prohibited Transaction shall be null and void ab initio, and the
      Company shall not, and shall not be required to, recognize or otherwise give
      effect to any such transfer.

     

    2.2.3  Restricted
      Stock; Lock-up.
      The
      Consulting Shares shall be “restricted stock” for purposes of the Securities Act
      of 1933, as amended (“Securities Act”), and the Consulting Stock shall be
      subject to a stop transfer order, which Company shall deliver to its transfer
      agent. The certificates evidencing the Consulting Shares shall bear a legend
      representing (A) that the shares may not be sold, offered for sale or otherwise
      transferred or disposed of unless a registration statement is in effect under
      the Securities Act or Company has received an opinion of counsel satisfactory
      to
      it that an exemption from such registration is applicable to such shares and
      (B)
      that the Company’s transfer agent, prior to acting upon a request to transfer
      the stock to the name of a new owner, must notify Company and must decline
      to
      effect such transfer absent the approval of Company. The Consulting Shares
      shall
      be subject to certain lock-up provisions pursuant to a separate Lock-up
      Agreement.

     

    ARTICLE
      III

    BUSINESS
      EXPENSES

     

    3.1  Business
      Expenses.
      Consultant will be reimbursed for all reasonable, out-of-pocket business
      expenses incurred in the performance by Thompson of his duties on behalf of
      the
      Company, subject to the following: (a) all expenses are to be submitted to
      the
      Company every two (2) weeks on formal expense sheets; and (b) all expenses
      over
      Two Hundred and Fifty Dollars ($250.00) require prior approval and submission
      of
      appropriate supporting documentation to the Chief Financial Officer of the
      Company.

     

    ARTICLE
      IV

    TERMINATION
      OF ENGAGEMENT

     

    4.1  Termination
      by the Consultant.
      The
      Consultant may terminate this Agreement “For Good Reason” upon fifteen (15)
      days’ written notice to the Company subject to the other Sections in this
      Article IV.

     

    4.2  Definition
      of “For Good Reason”.
      In this
      Agreement, “For Good Reason” shall mean any of the following reasons: (i) the
      Company materially decreases the Consultant’s authority or responsibilities
      and/or assigns to the Consultant duties inconsistent with Consultant’s position
      or (ii) the Company’s breach of this Agreement which continues uncured for
      fifteen (15) days after receipt by the Company of written notice from Consultant
      identifying such breach with reasonable specificity and demanding an immediate
      cure thereof.

     

    
      
         

      

      
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    4.3  Termination
      by Company.
      The
      Company may terminate this Agreement “With Cause” upon fifteen (15) days’
written notice to Consultant subject to the other Sections in this Article
      IV.

     

    4.4  Definition
      of “With Cause”.
      In this
      Agreement, “With Cause” shall mean any of the following causes: (i) Thompson
      ceases to be a representative of Consultant or (ii) Consultant’s breach of this
      Agreement which continues uncured for fifteen (15) days after receipt by
      Consultant of written notice from the Company identifying such breach with
      reasonable specificity and demanding an immediate cure thereof.

     

    4.5  Definition
      of “Without Cause”.
      In this
      Agreement, “Without Cause” shall mean any and/or all causes that are not
      specified in the definition of the term “With Cause” in Section 4.4
      above.

     

    4.6  Termination
      Prior to October 31, 2008.
      Notwithstanding the foregoing Sections in this Article IV, should Company
      terminate this Agreement prior to October 31, 2008, whether “With Cause” or
“Without Cause”, Company shall pay Consultant the entire Consulting Fee that
      would have been payable through the end of such date. The payment referred
      to in
      the foregoing sentence shall be payable in arrears on the last day of each
      month
      and shall be in addition to other termination payments that may be applicable
      as
      specified in Sections 4.7 and 4.8 below.

     

    4.7  Termination
      by Company “Without Cause”.
      Should
      Company terminate this Agreement “Without Cause”, Company shall pay Consultant
      fifty percent (50%) of the remaining Consulting Fee that would have been payable
      through the end of the Term, such payment to be made in equal amounts on
      December 31 of each calendar year within the original Term.

     

    4.8  Termination
      by Consultant “For Good Reason”.
      Should
      Consultant terminate this Agreement “For Good Reason”, Company shall pay
      Consultant fifty percent (50%) of the remaining Consulting Fee that would have
      been payable through the end of the Term, such payment to be made in equal
      amounts on December 31 of each calendar year within the original
      Term.

     

    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 Consultant, 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, Consultant agrees to disclose promptly
      to
      Company any and all inventions, discoveries, trademarks, proprietary
      information, know-how, processes or improvements, patentable or otherwise,
      that
      it may make from the beginning of Consultant’s engagement until the termination
      thereof, that relate to the business of Company, whether such is made solely
      or
      jointly with others. Consultant further agrees that, during the Term, it 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.

     

    
      
         

      

      
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    5.2  Confidential
      Information.
      Consultant 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 the Company or any of its affiliated
      companies, and their respective businesses, which shall have been obtained
      by
      Consultant during its engagement 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 Consultant or
      Thompson in violation of this Agreement) or that is provided to Consultant
      by a
      third party without an obligation with Company to maintain the confidentiality
      of such information. After termination of Consultant’s engagement with Company,
      Consultant 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. Consultant 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. Consultant agrees to return to Company
      promptly upon the expiration or termination of its engagement 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 its possession
      or control. Any loss resulting from a breach of the foregoing obligations by
      Consultant 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 Consultant of the Confidential Information, or the use of
      such
      information by Consultant in violation hereof.

     

    5.2.1  Restriction
      on Use of Confidential/Trade Secret Information.
      Consultant agrees that its 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.
      Consultant agrees that it 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 the services
      and
      Consultant’s duties to the Company under this Agreement.

     

    (b)  Non-Removal/Surrender.
      Consultant agrees that it 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 its duties under
      this Agreement. Consultant further agrees that it shall surrender to the Company
      all documents and materials in its 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 it shall not thereafter retain
      any copies of any such materials.

     

    
      
         

      

      
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    5.2.2  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.
      Consultant agrees that at no time after its engagement with the Company will
      it
      engage in competition with the Company while making any use of the Company’s
      confidential/trade secret information. Consultant agrees that it 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 Consultant 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 Consultant’s engagement with the
      Company.

     

    5.3  Non-Solicitation
      During Engagement.
      Consultant shall not during its engagement 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.
      Consultant agrees that, for one year following the termination of this
      engagement, it 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.

     

    5.5  Breach
      of Provisions.
      If the
      Consultant breaches any of the provisions of this Section 5, or in the event
      that any such breach is threatened by the Consultant, 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.

     

    ARTICLE
      VI

    INDEPENDENT
      CONTRACTOR

     

    6.1  Independent
      Contractor.
      The
      Consultant’s relationship with the Company will be that of an independent
      contractor, and neither Consultant nor Thompson shall be partners or joint
      venturers with Company. Thompson shall not be an employee of the
      Company.

     

    6.2  No
      Authority.
      Neither
      the Consultant nor Thompson, nor any partner, agent or employee of the
      Consultant, has authority to enter into contracts that bind the Company or
      EliteXC or create obligations on the part of the Company or EliteXC without
      the
      prior written authorization of the Company or EliteXC.

     

    6.3  No
      Benefits.
      The
      Consultant and Thompson acknowledge and agree that Thompson will not be eligible
      for any Company employee benefits, regardless of whether the status of Thompson
      is redetermined by the Internal Revenue Service or other regulatory authority
      to
      be that of employee.

     

    
      
         

      

      
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    6.4  Withholding.
      Consultant shall have full responsibility for applicable taxes on all amounts
      paid to Consultant under this Agreement, and by Consultant to Thompson, and
      for
      compliance with all applicable labor and employment requirements with respect
      to
      Thompson, including, without limitation, all requirements respecting the
      withholding and payment of taxes.

     

    ARTICLE
      VII

    MISCELLANEOUS

     

    7.1  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. Consultant may not assign any of its rights and obligations under
      this
      Agreement. The Company may assign its rights and obligations under this
      Agreement to any successor entity.

     

    7.2  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/her address set forth herein; or three days after being
      sent by registered or certified mail, return receipt requested, (or by
      equivalent courier 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 7.2:

     

    
      	
              If
                to the Company:

            	
              ProElite,
                Inc.

              12121
                Wilshire Boulevard, Suite 1001 

              Los
                Angeles, California 90025

              Telephone: (310)
                526-8700

              Facsimile: (310)
                526-8740

              Attention: Douglas
                DeLuca

            
	 	 
	
              If
                to Consultant:

            	
              FFP,
                Inc.

              c/o
                Thomas Jay Thompson 

              1311
                Lunalilo Home Road 

              Honolulu,
                Hawaii 96825

              Telephone: (808)
                233-8336

              Facsimile: (808)
                ___-____

            


    

     

    7.3  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.

     

    7.4  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.

     

    
      
         

      

      
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    7.5  Entire
      Agreement.
      This
      Agreement, the Asset Purchase Agreement and the Noncompetition, Nonsolicitation
      And Nondisclosure Agreement by and between the Company and the Consultant,
      set
      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 Consultant, 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 Consultant’s
      engagement, express or implied, other than to the extent expressly provided
      for
      herein.

     

    7.6  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.
      Notwithstanding the foregoing sentence, no change shall be made with respect
      to
      the time or form of any payments due hereunder.

     

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

     

    7.8  Attorneys’
      Fees.
      If
      either party hereto commences a mediation 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.

     

    7.9  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.

     

    7.10  Gender
      and Number.
      As used
      in this Agreement, the masculine, feminine, or neuter gender, and the singular
      or plural number, shall each include the other.

     

    7.11  Mediation.
      To the
      fullest extent permitted by law, Consultant and the Company agree to
      confidential mediation in accordance with the Rules, Procedures and Protocols
      for Mediation of Dispute Prevention & Resolution, Inc., then in effect of
      any and all controversies, claims or disputes between them arising out of or
      in
      any way related to this Agreement, the engagement relationship between the
      Company and Consultant and any disputes upon termination of engagement,
      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 mediate, 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 mediate shall apply to them to the extent Consultant’s claims
      arise out of or relate to their actions on behalf of the Company. The Parties
      agree to hold the mediation in Honolulu, Hawaii. The Parties also agree that
      a
      good faith attempt to resolve all issues in mediation is a mandatory
      prerequisite to further adversarial proceedings of any kind, including
      commencement of litigation.

     

    
      
         

      

      
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    7.12  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, Consultant’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

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

     

    


    
      	
              FFP,
                Inc.

               

               

              By: 
                /s/ Thomas Jay Thompson                       

              Name:
                Thomas
                Jay Thompson

              Title:  
                President
                and sole shareholder

            	
              ProElite,
                Inc.,

              a
                New Jersey corporation

               

              By:  /s/ Edward
                Hanson                             

              Name: Edward Hanson

              Title: CFO

            
	
               

               

              /s/ Thomas
                Jay Thompson                       

              Thomas
                Jay Thompson

            	 


    

    


    


    
      
         

      

      
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