EXECUTION
        COPY

    

     

    FIRST
      AMENDMENT TO ASSET PURCHASE AGREEMENT

     

    THIS
      FIRST AMENDMENT (the “Amendment”)
      to the
      ASSET PURCHASE AGREEMENT dated as
      of
      September 13, 2007 (the “Agreement”)
      is
      entered into by and among ProElite, Inc., a New Jersey corporation
      (“Company”),
      Future Fight Productions, Inc., a Hawaii corporation, (“Seller”)
      and
      the holders of one hundred percent (100%) of the outstanding shares of capital
      stock, Thomas Jay Thompson and Odd Haugen (collectively, the “Shareholders”).
      

     

    The
      Company, Seller and the Shareholders hereby agree to amend the Agreement as
      follows (capitalized terms not defined herein shall have the meanings ascribed
      to them in the Agreement):

     

    1.  Section
      1.4(b)
      of the
      Agreement is hereby amended and restated in its entirety as
      follows:

     

    (b) Additional
      Consideration.
      Company
      shall pay an additional One Hundred Thousand Dollars ($100,000.00) cash
      (“Additional
      Consideration”)
      to the
      Seller within three (3) business days of the first anniversary of the Closing,
      subject to the following conditions:

     

    (i)  Seller’s
      twelve (12) months’ earnings before interest, taxes, depreciation and
      amortization (“EBITDA”)
      ending
      on November 30, 2008 exceeds $195,000. EBITDA shall not include any non-Business
      related expenses incurred by the Company. The EBITDA calculations for the
      twelve-month period ending November 30, 2008 shall be prepared by Company or
      its
      representative from the records of the Company. 

     

    (ii)  Seller
      and Shareholders have secured releases, permits,
      approvals and consents from all Persons as may be required for the Company
      to
      exploit and use the Content
      (the “Releases”)
      within
      12 months of the Closing Date. 

     

    (iii)  If
      Seller
      has satisfied Section
      1.4(b)(i)
      but is
      unable to satisfy the condition in Section
      1.4(b)(ii),
      fifty
      percent (50%) of the Additional Consideration shall be paid to Seller only
      upon
      Seller obtaining the Releases to the satisfaction of the Company, subject to
      Section
      7.2
      below.


     

    2. Section
      2.11 is hereby amended with the deletion of the following:

     

    “,
      and,
      that based on such financial records, Company will be able to cause an audit
      to
      be completed for at least the last two fiscal years.”

     

    3. Section
      5.2 (i) is hereby amended and restated in its entirety as follows:

     

    “Seller
      shall have terminated that certain License Agreement, by and between Seller
      and
      Direct Response Specialist, LLC, a Hawaii limited liability company
      (“Direct
      Response”),
      dated
      as of October 4, 2004.”

     

    4. Section
      7.2 is hereby amended with the addition of the following sentence at the end
      thereof:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    “Notwithstanding
      anything to the contrary, in the event that: (1) the Company incurs Company
      Damages which have not yet been satisfied by the Seller and the Shareholders,
      and (2) Additional Consideration is payable to Seller pursuant to Section
      1.4(b)
      above,
      then the Company may, at its option, apply all or a portion of the Additional
      Consideration to satisfy the Company Damages.”

     

    4. Except
      as
      amended herein, the Agreement shall remain in full force and
      effect.

     

    IN
      WITNESS WHEREOF, the Parties have accepted and agreed to this Amendment of
      the
      Agreement, and have executed this Amendment as of December 7, 2007.

     

    
      	 	
              PROELITE,
                INC.

            
	 	 
	 	 
	 	
              By:
                /s/ Edward Hanson                            

                    
                Edward Hanson, Chief Financial Officer

            
	 	 
	 	 
	 	 
	 	
              FUTURE
                FIGHT PRODUCTIONS, INC.

            
	 	 
	 	 
	 	
              By:
                /s/ Thomas Jay Thompson                  

                    
                Thomas Jay Thompson, President

            
	
              SHAREHOLDERS:

            	 
	 	 
	 	 
	 	 
	/s/ Thomas Jay Thompson                  	 
	
              Thomas
                Jay Thompson

            
	 
	/s/ Odd Haugen                                      
	
              Odd
                Haugen

            


    

     

     

    
      
         

      

      
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