PROELITE,
      INC.

     

    INSTRUCTION
      SHEET FOR INVESTOR

     

    To
      be
      read in conjunction with the entire attached Securities Purchase Agreement
      and
      Investor Questionnaire. All capitalized terms used but not defined herein shall
      have the meaning assigned to each such term in the Securities Purchase
      Agreement.

     

    A. Complete
      the following items in the Securities Purchase Agreement and in the Investor
      Questionnaire: 

     

    1.    Provide
      the information regarding the Investor requested on the signature page to the
      Securities Purchase Agreement and in the Investor Questionnaire. The Securities
      Purchase Agreement must be executed by an individual authorized to bind the
      Investor.

     

    2.    Return
      two signed copies Securities Purchase Agreement, Investor Questionnaire and
      Registration Rights Agreement together with a check for the purchase price
      payable to “Wells Fargo, N.A.” to:

     

    
      	
              Hunter
                World Markets, Inc.

              Penthouse
                Suite

              9300
                Wilshire Boulevard

              Beverly
                Hills, California 90212

              Attn:
                Todd Ficeto

              Phone:
                (310) 286-2211

              Facsimile:
                (310) 734-0005

            	 


    


    
      
         

      

      
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    SECURITIES
      PURCHASE AGREEMENT

     

    


     

    Ladies
      and Gentlemen:

     

    The
      undersigned investor (the “Investor”),
      hereby confirms its agreement with you as follows:

     

    1.    This
      Securities Purchase Agreement, including Annex I hereto, and the exhibit and
      schedule thereto, each of which Annex, exhibit and schedule are hereby expressly
      incorporated as an integral part of this agreement (collectively, the
“Agreement”)
      is
      made as of June 29, 2007 between ProElite, Inc. (the “Company”)
      and
      the Investor with respect to the sale of units (the “Units”),
      each
      Unit consisting of one share of the Company’s Common Stock (a
      “Share”
and
      in
      the plural, the “Shares”)
      and
      one-half of a 60-month warrant to purchase a Share at an exercise price of
      $7.00
      per Share (a
      “Warrant”
and
      in
      the plural, “Warrants”).

     

    2.    The
      Company and the Investor agree that the Investor will purchase from the Company,
      and the Company will sell to the Investor, the number of Units set forth
      opposite the Investor’s name on the signature page of this Agreement, at a
      purchase price per Unit of $7.00, pursuant to the Terms and Conditions for
      Purchase of Securities attached hereto as Annex I and incorporated herein by
      reference as if fully set forth herein. Unless otherwise requested by the
      Investor, certificates representing the Shares and Warrants included within
      the
      Units will be registered in the Investor’s name and address as set forth
      below.

     

    The
      next page is the signature page.

     


    
      
         

      

      
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    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing in the space provided below for that purpose. 

     

    
      	
              AGREED
                AND ACCEPTED:

            	 
	
              COMPANY:

            	
              PROELITE,
                INC.

               

               

            
	 	
              By:  ______________________________________________________

               

               

            
	
              INVESTOR:

            	     
              _______________________________________________
	 	
              name
                of investor

            
	 	 
	 	
              Number
                of
                Units: ____________________________________________

            
	 	 
	 	By: 
              ______________________________________________________
	 	
              Signature
                of investor or authorized person

            
	 	 
	 	Its:  
              ______________________________________________________
	 	
              Title
                of authorized person

            
	 	
              Address:
                __________________________________________________

              Contact
                Name: ______________________________________________

              Facsimile
                Number: ___________________________________________

              Email
                Address: ______________________________________________

            
	 	 
	 	
              Name
                in which share certificates and warrant

              certificates
                should be registered (if different):

            
	 	__________________________________________________
	 	 
	 	
              Social
                Security ______________________________________________

              or
                Tax I.D. No:
                ______________________________________________

            
	 	 
	 	
              Address
                where units should be sent 

              (if
                different): ________________________________________________

              __________________________________________________________

            


    

     

    
      
         

      

      
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    ANNEX
      I

     

    TERMS
      AND CONDITIONS FOR PURCHASE OF SECURITIES

     

    1.    Agreement
      to Sell and Purchase the Units; Subscription Date.

     

    1.1    At
      the
      Closing (as defined in Section 2), the Company will sell to the Investor,
      and the Investor will purchase from the Company, upon the terms and conditions
      hereinafter set forth, the number of Units (“Investor's
      Units”)
      set
      forth opposite the Investor’s name on the signature page of the Securities
      Purchase Agreement (the “Purchase
      Agreement”)
      to
      which this Annex I is attached, at a purchase price per Unit of $7.00, pursuant
      to the Terms and Conditions set forth herein .

     

    1.2    The
      Company is entering into a substantially similar form of Purchase Agreement,
      including these Terms and Conditions, with the other investors listed along
      with
      the Investor on Schedule I hereto (the “Other
      Investors”).
      (The
      Investor and the Other Investors are hereinafter sometimes collectively referred
      to as the “Investors,”
and
      the Purchase Agreement to which these Terms and Conditions are attached and
      the
      securities purchase agreements executed by the Other Investors are hereinafter
      sometimes collectively referred to as the “Purchase
      Agreements.”)

     

    2.    Delivery
      of the at Closing.
      One or
      more closings may be held from time to time in the Company’s discretion,
      provided that the final closing shall occur upon the earlier of (i) the date
      upon which $60 Million of Units have been sold, or (ii) July 31, 2007, subject
      to extensions by the Company and the Placement Agent upon notice to the then
      subscribers (the “Closing”).
      Notwithstanding the foregoing, the $25 million in funds raised by the Placement
      Agent shall be subject to closing in Placement Agent’s sole discretion (the
“Initial
      Closing”).
      The
      Closing shall take place at the offices of Troy & Gould, Professional
      Corporation, the Company’s counsel, 1801 Century Park East, Suite 1600, Los
      Angeles, California 90067. At the Closing, the Company shall deliver to the
      Investor (i) certificates representing the Shares and Warrants included
      within the Investor’s Units, each such certificate to be registered in the name
      of the Investor or, if so indicated on the signature page of the Purchase
      Agreement, in the name of a nominee designated by the Investor. If neither
      the
      Investor nor a representative of Investor is present at the Closing to take
      physical delivery of the certificates, then delivery shall be deemed made at
      Closing by the transmission of a facsimile of the certificates to the Investor
      (or nominee designated by the Investor) followed by delivery of the original
      certificates by a nationally recognized overnight express courier.

     

    The
      Company’s obligation to issue the Shares and Warrants to the Investor shall be
      subject to the following conditions, any one or more of which may be waived
      by
      the Company:

     

    (a)    receipt
      by the Company, or the nominee designated by the Company, as applicable, of
      a
      certified or official bank check or wire transfer of funds in the full amount
      of
      the aggregate purchase price for the Investor's Units; and

     

    (b)    the
      accuracy of the representations and warranties made by the Investors and the
      fulfillment of those undertakings of the Investors to be fulfilled prior to
      the
      Closing.


    
      
         

      

      
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    3.    Representations,
      Warranties and Covenants of the Company.
      The
      Company hereby represents and warrants to, and covenants with, the Investor,
      as
      follows:

     

    3.1    Due
      Authorization and Valid Issuance.
      The
      Company has all requisite power and authority to execute, deliver and perform
      its obligations under the Purchase Agreement, the Warrants and the Registration
      Rights Agreement referred to in Section 7 (collectively, the “Transaction
      Documents”),
      and
      the Transaction Documents have been duly authorized and validly executed and
      delivered by the Company and constitute legal, valid and binding agreements
      of
      the Company enforceable against the Company in accordance with their terms,
      except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

     

    3.2    Non-Contravention.
      The
      execution and delivery of the Transaction Documents by the Company, the issuance
      and sale of the Units, Shares and Warrants to be sold by the Company under
      the
      Agreements, the fulfillment of the terms of the Agreements by the Company and
      the consummation by the Company of the transactions contemplated hereby and
      thereby will not (A) conflict with or constitute a violation of, or default
      (with the passage of time or otherwise) under (i) any material bond,
      debenture, note or other evidence of indebtedness, or under any material lease,
      contract, indenture, mortgage, deed of trust, loan agreement, joint venture
      or
      other agreement or instrument to which the Company is a party or by which the
      Company or its properties are bound, (ii) the charter, by-laws or other
      organizational documents of the Company, or (iii) any material law,
      administrative regulation, ordinance or order of any court or governmental
      agency, arbitration panel or authority applicable to the Company or its
      properties, or (B) result in the creation or imposition of any lien,
      encumbrance, claim, security interest or restriction whatsoever upon any of
      the
      material properties or assets of the Company or an acceleration of indebtedness
      pursuant to any obligation, agreement or condition contained in any material
      bond, debenture, note or any other evidence of indebtedness or any material
      indenture, mortgage, deed of trust or any other agreement or instrument to
      which
      the Company is a party or by which it is bound or to which any of the property
      or assets of the Company is subject. No consent, approval, authorization or
      other order of, or registration, qualification or filing with, any regulatory
      body, administrative agency, or other governmental body in the United States
      is
      required for the execution and delivery of the Transaction Documents by the
      Company and the valid issuance and sale of the Units, Shares and Warrants to
      be
      sold by the Company pursuant to the Agreements, other than such as have been
      made or obtained, and except for any post-closing securities filings or
      notifications required to be made under federal or state securities
      laws.

     

    3.3    Private
      Placement Memorandum.
      The
      Private Placement Memorandum of the Company (the “Memorandum”)
      delivered to Investor and all SEC Filings, as defined below in Section 4.5,
      are
      true and correct in all material respects as of the date hereof.



    
      
         

      

      
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    3.4    Most
      Favored Nations.
      If, at
      any time and from time to time during the period commencing on the date of
      Closing and ending on the second anniversary of the effective date of the
      Registration Statement, the Company issues additional shares of Common Stock
      or
      securities which would entitle the holder thereof to acquire shares of Common
      Stock, that together with the shares of Common Stock exceed an aggregate of
      200,000 shares (the “Additional
      Shares”)
      at a
      price or exercise price per share of Common Stock less than $7.00 (subject
      to
      adjustment for splits, recapitalizations, reorganizations), then the Company
      shall: (a) issue additional Shares so that the effective purchase price per
      Share shall be the same per share purchase price of the Additional Shares,
      and
      (b) the exercise price of the Warrants shall be reduced to the price of such
      Additional Shares, but in no event shall the exercise price be reduced below
      $2.00 per share (subject to the foregoing adjustments). Notwithstanding the
      foregoing, no adjustment will be made in respect of (w)
      shares of Common Stock or options to employees, directors or consultants
      issued
      at the then fair market value, not to exceed 5% of the shares then
      outstanding;
      (x)
      securities upon the exercise or conversion of derivative securities outstanding
      or committed to (including
      pursuant to letters of intent) as
      of the
Closing;
      and (y)
      securities issued pursuant to acquisitions
      or;
      and (z)
      securities issued in
      strategic transactions.
      Additionally, the holder hereby waives any claim for monetary damages ensuing
      from any breach by the Company of its obligations subject to this Section 3.4
      and it being understood that the sole remedy of holder shall be specific
      performance.

     

    3.5    S-8
      Filings.
      The
      Company shall not file any S-8 registration statements, or other registration
      statements covering securities issued or that may be issued to employees,
      directors, consultants or others for services, for a period of two years from
      Closing, without the prior written consent of Hunter, which may only be withheld
      in its reasonable discretion. Notwithstanding the foregoing, the Company may
      file S-8 registration statements, or other registration statements covering:
      (i)
      warrant shares issuable to Mark Burnett and (ii) the Company’s Stock
      Compensation Plan, provided that all grantees thereunder have executed or will
      execute a counterpart copy of the lock-up agreement signed by all the with
      respect to any securities issued to such grantee under such plan.

     

    4.    Representations,
      Warranties and Covenants of the Investor.

     

    4.1    The
      Investor represents and warrants to, and covenants with, the Company that:
      (i) the Investor is an “accredited investor” as defined in Rule 501 of
      Regulation D under the Securities Act of 1933, as amended (the
“Securities
      Act”)
      OR is
      a “Qualified Institutional Buyer” within the meaning of Rule 144A of the
      Securities Act OR is an investor that is not a “U.S. person,” as defined in
      Regulation S under the Securities Act, and, in any such case the Investor
      is also knowledgeable, sophisticated and experienced in making, and is qualified
      to make decisions with respect to, investments in securities presenting an
      investment decision like that involved in the purchase of the Investor's Units,
      including investments in securities issued by the Company and investments in
      comparable companies, and has requested, received, reviewed and considered
      all
      information it deemed relevant in making an informed decision to purchase the
      Investor's Units; (ii) the Investor is acquiring the Investor's Units,
      Shares and Warrants in the ordinary course of its business and for its own
      account for investment only and with no present intention of distributing any
      of
      such Investor's Units, Shares and Warrants or any arrangement or understanding
      with any other persons regarding the distribution of such Investor's Units,
      Shares and Warrants; (iii) the Investor will not, directly or indirectly,
      offer, sell, pledge, transfer or


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    otherwise
      dispose of (or solicit any offers to buy, purchase or otherwise acquire or
      take
      a pledge of) any of the Investor's Units, Shares and Warrants except in
      compliance with the Securities Act, applicable state securities laws and the
      respective rules and regulations promulgated thereunder, except that the
      Investor may pledge the Shares in connection with a bona fide margin account
      or
      other loan or financing; (iv) the Investor and the Investor’s
      representatives, if any, have been solely responsible for the Investor’s own
“due diligence” investigation of the Company and its management and business,
      for its own analysis of the merits and risks of this investment, and for the
      Investor’s own analysis of the fairness and desirability of the terms of the
      investment; and (v) the Investor has, in connection with its decision to
      purchase the Investor's Units, Shares and Warrants, relied only upon the
      Company's Confidential Private Offering Memorandum dated June 28, 2007 (the
      “Memorandum”)
      and
      the representations and warranties of the Company contained herein. The Investor
      understands that its acquisition of the Shares and Warrants has not been
      registered under the Securities Act or registered or qualified under any state
      securities law in reliance on specific exemptions therefrom, which exemptions
      may depend upon, among other things, the bona fide nature of the Investor’s
      investment intent as expressed herein. The Investor has completed or caused
      to
      be completed and delivered to the Company the Investor Questionnaire attached
      to
      this Annex I as Exhibit A, which completed questionnaire is true, correct
      and complete in all material respects.

     

    4.2    The
      Investor hereby covenants with the Company not to make any sale of the
      Investor's Units, Shares and Warrants without complying with the provisions
      of
      this Agreement, and the Investor acknowledges that the certificates evidencing
      the Shares and Warrants will be imprinted with a legend that prohibits their
      transfer except in accordance therewith.

     

    4.3    The
      Investor further represents and warrants to, and covenants with, the Company
      that (i) the Investor has full right, power, authority and capacity to
      enter into this Agreement and to consummate the transactions contemplated hereby
      and has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement, and (ii) this Agreement constitutes a valid
      and binding obligation of the Investor enforceable against the Investor in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

     

    4.4    The
      Investor understands that nothing in this Agreement or any other materials
      presented to the Investor in connection with the purchase and sale of the Shares
      and Warrants constitutes legal, tax or investment advice. The Investor has
      consulted such legal, tax and investment advisors as it, in its sole discretion,
      has deemed necessary or appropriate in connection with its purchase of the
      Shares and Warrants.

     

    4.5    The
      Investor hereby acknowledges that it has received, read and understands the
      Memorandum, the registration statement on Form SB-2/A, filed on May 14, 2007,
      the current report on Form 8-K, filed on May 18, 2007, the current report on
      Form 8-K, filed on May 24, 2007, the current report on Form 8-K, filed on June
      21, 2007, and the quarterly report on Form 10-QSB for the quarter ended March
      31, 2007, filed on June 28, 2007 (the “SEC


    
      
         

      

      
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    Filings”).
      Without limiting the generality of the foregoing, Investor understands and
      acknowledges that there are substantial risks incident to the investment in
      and
      ownership of the Units, Shares and Warrants including, without limitation,
      each
      of the matters discussed in the Memorandum under the heading “Risk Factors.”


     

    4.6    Investor
      and Investor’s representatives, if any, have had a reasonable opportunity to ask
      questions of and receive answers from the management of the Company, or a person
      or persons acting on behalf of the Company, concerning the Company and its
      proposed activities and business, the Company’s capitalization, the Company’s
      management, and the offering and sale of the Units, and otherwise to investigate
      the Company’s business, operations, management, financial condition and
      prospects. Investor has adequate means of providing for Investor’s current needs
      and possible personal contingencies, has no need for liquidity in this
      investment and could afford to lose the entire amount of this investment.
      Investor’s commitment to all investments and investments which are not readily
      marketable is reasonable in relation to Investor’s net worth and an investment
      in the Units will not cause Investor’s overall commitment to be excessive.
      Investor is acquiring the Units for Investor’s own account, as a principal,
      without a view to the resale or distribution of all or any part of the Units
      and
      has no present intention, agreement or arrangement to divide Investor’s
      participation with others or to resell, assign, transfer or otherwise dispose
      of
      all or any part of the Units for which Investor has subscribed. If Investor
      is a
      corporation, partnership, limited liability company, trust or other entity,
      it
      is authorized and otherwise duly qualified to purchase and hold a membership
      interest in the Company and has not been formed for the specific purpose of
      acquiring Units.

     

    5.    Survival
      of Representations, Warranties and Agreements.
      Notwithstanding any investigation made by any party to this Agreement, all
      covenants, agreements, representations and warranties made herein by the Company
      and the Investor shall survive the execution of this Agreement, the delivery
      to
      the Investor of the Units, Shares and Warrants being purchased and the payment
      therefor.

     

    6.    Indemnification.
      Investor
      hereby agrees to indemnify the Company and its agents and representatives,
      and
      hold the Company and its agents and representatives harmless from and against,
      any and all liability, damage, cost or expense incurred on account of, relating
      to or arising out of or in connection with: (i) any inaccuracy in Investor’s
      declarations, representations, and warranties set forth herein or in any other
      communications to the Company or any of the foregoing parties; and/or (ii)
      the
      disposition of any of the Units, Shares or Warrants for which Investor has
      subscribed herein contrary to the foregoing declarations, representations and
      warranties.

     

    7.    Registration
      of the Shares; Compliance with the Securities Act.
      Pursuant to a Registration Rights Agreement entered into concurrently with
      this
      Agreement, the Company agrees to file a registration statement with the
      Securities and Exchange Commission (the “Commission”)
      no
      later than forty-five (45) days after the Initial Closing, pursuant to this
      private placement. The Company will use its best efforts to cause the
      registration statement to be declared effective by the Commission no later
      than
      90 days from the date of the initial filing (the “Targeted
      Effective Date”).
      Pursuant
      to the Registration Rights Agreement, in the event the registration statement
      has not been declared effective as of the Targeted Effective Date then, until
      the earlier to occur of the date the registration statement is declared
      effective or the date


    
      
         

      

      
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    when
      the
      securities may be sold pursuant to Rule 144 of the Securities Act without regard
      for volume limitations, the Company shall pay to holders of the Units as
      liquidated damages, and not as a penalty, an amount in cash, as liquidated
      damages and not as a penalty, equal to 1% of the aggregate purchase price paid
      by such holder pursuant to this Agreement,
      except
      that no payment shall be due to the extent that the failure to register is
      as a
      result of a cutback pursuant to Rule 415, provided that the registrable
      securities have priority over any securities issued to the strategic investors.
      The liquidated damage(s) as described in the foregoing sentence shall cease
      to
      accrue with respect to the registrable securities that may be sold under Rule
      144 without regard to volume limitations. 

     

    8.    Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be mailed (A) if within the United States by first-class
      registered mail, Express Mail or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if delivered from outside
      the United States, by International Federal Express or facsimile, and shall
      be
      deemed given (i) if delivered by first-class registered mail, three
      business days after so mailed, (ii) if delivered by Express Mail or a
      nationally recognized overnight carrier, one business day after so mailed,
      (iii) if delivered by International Federal Express, two business days
      after so mailed, (iv) if delivered by facsimile, upon electronic
      confirmation of receipt and shall be delivered as addressed as
      follows:

     

    
      	
            	(a)	
              if
                to the Company, to:

            


    

     

    
      	
              ProElite,
                Inc.

              12121
                Wilshire Boulevard, Suite 1001

              Los
                Angeles, California 90025

              Attention:
                Douglas DeLuca

              Telephone:
                (310) 526-3243

            	 
	 	 
	
              with
                a copy to:

            	 
	 	 
	
              Troy
                & Gould, Professional Corporation

              1801
                Century Park East, Suite 1600

              Los
                Angeles, CA 90067

              Attention:
                David Ficksman

              Phone:
                (310) 789-1290

              Facsimile:
                (310) 789-1490

            	 


    

    


    (b)    if
      to the
      Investor, at its address on the signature page hereto, or at such other address
      or addresses as may have been furnished to the Company in writing

     

    9.    Changes.
      This
      Agreement may not be modified or amended except pursuant to an instrument in
      writing signed by the Company and the Investor.

     

    10.    Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.


    
      
         

      

      
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    11.    Severability.
      In case
      any provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.

     

    12.    Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of California, without giving effect to the principles of
      conflicts of law.

     

    13.    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto pertaining
      to the subject matter hereof, and any and all other written or oral agreements
      relating to such subject matter are expressly cancelled.

     

    14.    Finders’
      Fees.
      Neither
      the Company nor the Investor nor any affiliate thereof has incurred any
      obligation which will result in the obligation of the other party to pay any
      finder’s fee or commission in connection with this transaction, except for fees
      payable by the Company to the Placement Agent.

     

    15.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

     

    16.    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of the Company and the Investor, including without limitation
      and without the need for an express assignment, affiliates of the Investor.
      With
      respect to transfers that are not made pursuant to the Registration Rights
      Agreement, the rights and obligations of an Investor under this Agreement shall
      be automatically assigned by the Investor to any transferee of all or any
      portion of the Investor’s Shares who is a Permitted Transferee (as defined
      below); provided, however, that within two business days prior to the transfer,
      (i) the Company is provided notice of the transfer including the name and
      address of the transferee and the number of Shares and Warrants transferred;
      and
      (ii) that such transferee agrees in writing to be bound by the terms of
      this Agreement. (For purposes of this Agreement, a “Permitted
      Transferee”
shall
      mean any person who (a) is an “accredited investor,” as that term is
      defined in Rule 501(a) of Regulation D under the Securities Act and
      (b) is a transferee of at least 25% of the Investor’s Shares received in a
      transaction permitted under the securities laws of the United States). Upon
      any
      transfer permitted by the second sentence of this Section 16, the Company
      shall be obligated to such transferee to perform all of its covenants under
      this
      Agreement as if such transferee were an Investor.

     

    17.    Provisions
      Pertaining to the Escrow Agent.
      The
      undersigned acknowledges that Wells Fargo is acting solely as Escrow Holder
      in
      connection with the offering of Units and makes no recommendation with respect
      thereto. Wells Fargo has made no investigation regarding the Offering, the
      Company or any other person or entity involved in the Offering.

     

    
      
         

      

      
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    Schedule I

     

    Investors

     

     

    Absolute
      Return Europe Fund

    Absolute
      Octane Fund

    Absolute
      East West Fund

    Absolute
      Activist Master Fund

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT A

     

    PROELITE,
      INC. INVESTOR QUESTIONNAIRE

    (ALL
      INFORMATION WILL BE TREATED CONFIDENTIALLY)

     

    To: ProElite,
      Inc.

     

    This
      Investor Questionnaire (“Questionnaire”)
      must
      be completed by each potential investor in connection with the offer and sale
      of
      shares of the Company’s Units, consisting of shares of Common Stock (the
“Shares”)
      and
      warrants to purchase Common Stock (the “Warrants”).
      The
      Shares and Warrants are being offered and sold by ProElite, Inc. (the
“Company”)
      without registration under the Securities Act of 1933, as amended (the
“Act”),
      and
      the securities laws of certain states, in reliance on the exemptions contained
      in Section 4(2) of the Act and on Regulation D and Regulation S
      promulgated thereunder and in reliance on similar exemptions under applicable
      state laws. The Company must determine that a potential investor meets certain
      suitability requirements before offering or selling the Units to such investor.
      The purpose of this Questionnaire is to assure the Company that each investor
      will meet the applicable suitability requirements. The information supplied
      by
      the potential investor will be used in determining whether such investor meets
      such criteria, and reliance on the private offering exemption from registration
      is based in part on the information supplied in this Questionnaire.

     

    This
      Questionnaire does not constitute an offer to sell or a solicitation of an
      offer
      to buy any security. Except as expressly permitted herein, the potential
      investor’s answers are to be kept strictly confidential. However, by signing
      this Questionnaire the potential investor will be authorizing the Company to
      provide a completed copy of this Questionnaire to such parties as the Company
      deems appropriate in order to ensure that the offer and sale of the Units will
      not result in a violation of the Act or the securities laws of any state, and
      that the potential investor otherwise satisfies the suitability standards
      applicable to purchasers of the Units. All potential investors must answer
      all
      applicable questions and complete, date and sign this Questionnaire. Please
      print or type the responses and attach additional sheets of paper if necessary
      to complete the answers to any item.

     

    
      	
              A.

            	
              BACKGROUND
                INFORMATION

            


    

     

    Name: 
      ______________________________________________________________________________________________________________________________________

     

    Business
      Address:_____________________________________________________________________________________________________________________________

    (Number
      and Street)

     

    
      
        

      

      
        	(City)	
                (State)

              	
                (Zip
                  Code)

              


      

       

      Telephone
        Number:
        (___)________________________________________________________________________________________________________________________

    

     

    Residence
      Address:____________________________________________________________________________________________________________________________

    (Number
      and Street)

     

    
      

    

    
      	(City)	
              (State)

            	
              (Zip
                Code)

            


    

       


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    Telephone
      Number:
      (___)________________________________________________________________________________________________________________________

    If
      an
      individual:

     

    Age:
      _____ Citizenship: _______________ Where registered to vote: 

     

    If
      a
      corporation, partnership, limited liability company, trust or other
      entity:

     

    Type
      of
      entity:_________________________________________________________________________________________________________________________

     

    State
      of
      formation: ________________________________________________________  Date
      of formation:_______________________________________________

     

    Social
      Security or Taxpayer Identification No. 

     

    Send
      all
      correspondence to (check one): ___ Residence Address ___ Business
      Address

     

    
      	
              B.

            	
              STATUS
                AS ACCREDITED INVESTOR

            


    

     

    The
      undersigned is an “accredited investor” as such term is defined in
      Regulation D under the Act, as at the time of the sale of the Units the
      undersigned falls within one or more of the following categories (Please initial
      one or more, as applicable):1 

     

    _____
      (1) a
      bank as
      defined in Section 3(a)(2) of the Act, or a savings and loan association or
      other institution as defined in Section 3(a)(5)(A) of the Act whether
      acting in its individual or fiduciary capacity; a broker or dealer registered
      pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance
      company as defined in Section 2(13) of the Act; an investment company
      registered under the Investment Corporation Act of 1940 or a business
      development company as defined in Section 2(a)(48) of that Act; a Small
      Business Investment Corporation licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; a plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its
      political subdivisions for the benefit of its employees, if such plan has total
      assets in excess of $5,000,000; an employee benefit plan within the meaning
      of
      the Employee Retirement Income Security Act of 1974 if the investment decision
      is made by a plan fiduciary, as defined in Section 3(21) of such Act, which
      is either a bank, savings and loan association, insurance company, or registered
      investment adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000 or, if a self-directed plan, with the investment decisions made
      solely by persons that are accredited investors;

     

    _____
      (2) a
      private
      business development company as defined in Section 202(a)(22) of the
      Investment Advisers Act of 1940;

     

     

    
      
        
          

        

        
          
            	1	
                    As
                      used in this Questionnaire, the tem “net worth” means the excess of total
                      assets over total liabilities. In computing net worth for the
                      purpose of
                      subsection (4), the principal residence of the investor must
                      be valued at
                      cost, including cost of improvements, or at recently appraised
                      value by an
                      institutional lender making a secured loan, net of encumbrances.
                      In
                      determining income, the investor should add to the investor’s adjusted
                      gross income any amounts attributable to tax exempt income
                      received,
                      losses claimed as a limited partner in any limited partnership,
                      deductions
                      claimed for depiction, contributions to an IRA or KEOGH retirement
                      plan,
                      alimony payments, and any amount by which income from long-term
                      capital
                      gains has been reduced in arriving at adjusted gross
                      income.

                  


          

        

      

    


    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    


    _____
      (3) an
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the Units offered,
      with total assets in excess of $5,000,000;

     

    _____
      (4) a
      natural
      person whose individual net worth, or joint net worth with that person’s spouse,
      at the time of such person’s purchase of the Units exceeds
      $1,000,000;

     

    _____
      (5) a
      natural
      person who had an individual income in excess of $200,000, or joint income
      with
      that person’s spouse in excess of $300,000, in 2005 and 2006 and has a
      reasonable expectation of reaching the same income level in 2007;

     

    _____
      (6) a
      trust,
      with total assets in excess of $5,000,000, not formed for the specific purpose
      of acquiring the Units offered, whose purchase is directed by a sophisticated
      person as described in Rule 506(b)(2)(ii) of Regulation D;
      and

     

    _____
      (7) an
      entity
      in which all of the equity owners are accredited investors (as defined
      above).

     

    
      	
              C.

            	
              STATUS
                AS NOT A “U.S. PERSON”

            


    

     

    The
      undersigned is not a “U.S. Person” as such term is defined in Regulation S
      under the Act, as at the time of the sale of the Units the undersigned falls
      within one or more of the following categories (Please initial one or more,
      as
      applicable):

     

    _____
      (1) A
      discretionary account or similar account (other than an estate or trust) held
      for the benefit or account of a non-U.S. person by a dealer or other
      professional fiduciary organized, incorporated, or (if an individual) resident
      in the United States;

     

    _____
      (2) An
      estate
      of which any professional fiduciary acting as executor or administrator is
      a
      U.S. person if: (a) An executor or administrator of the estate who is not a
      U.S.
      person has sole or shared investment discretion with respect to the assets
      of
      the estate; and (b) The estate is governed by foreign law;

     

    _____
      (3) An
      trust
      of which any professional fiduciary acting as trustee is a U.S. person, if
      a
      trustee who is not a U.S. person has sole or shared investment discretion with
      respect to the trust assets, and no beneficiary of the trust (and no settlor
      if
      the trust is revocable) is a U.S. person;

     

    _____
      (4) An
      employee benefit plan established and administered in accordance with the law
      of
      a country other than the United States and customary practices and documentation
      of such country;

     

    _____
      (5) An
      agency
      or branch of a U.S. person located outside the United States if: (a) The agency
      or branch operates for valid business reasons; and (b) The agency or branch
      is
      engaged in the business of insurance or banking and is subject to substantive
      insurance or banking regulation, respectively, in the jurisdiction where
      located; and


    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    


    _____
      (6) The
      International Monetary Fund, the International Bank for Reconstruction and
      Development, the Inter-American Development Bank, the Asian Development Bank,
      the African Development Bank, the United Nations, and their agencies, affiliates
      and pension plans, and any other similar international organizations, their
      agencies, affiliates and pension plans.

     

    
      	
              D.

            	
              REPRESENTATIONS

            


    

     

    The
      undersigned hereby represents and warrants to the Company as
      follows:

     

    1.    Any
      purchase of the Units, Shares and Warrants would be solely for the account
      of
      the undersigned and not for the account of any other person or with a view
      to
      any resale, fractionalization, division, or distribution thereof.

     

    2.    The
      information contained herein is complete and accurate and may be relied upon
      by
      the Company, and the undersigned will notify the Company immediately of any
      material change in any of such information occurring prior to the closing,
      if
      any, with respect to the purchase of Units, Shares and Warrants by the
      undersigned or any co-purchaser.

     

    3.    There
      are
      no suits, pending litigation, or claims against the undersigned that could
      materially affect the net worth of the undersigned as reported in this
      Questionnaire.

     

    4.    In
      addition to reviewing the Company’s filings with the Securities and Exchange
      Commission and the Memorandum, the undersigned has carefully considered the
      potential risks relating to the Corporation and a purchase of the Shares and
      Warrants, and fully understands that the Units are speculative investments
      which
      involve a high degree of risk of loss of the undersigned’s entire
      investment.

     

    5.    Investor
      has sufficient knowledge and experience in business, financial and tax matters
      that Investor is capable of evaluating the Company and the proposed activities
      thereof, the risks and merits of investment in the Units, Shares and Warrants
      and of making an informed investment decision thereon, and has the capacity
      to
      protect Investor’s own interests in connection with this investment in the
      Units.


    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Questionnaire this _____
      day
      of __________, 2007, and declares under oath that it is truthful and
      correct.

     

    
      	 	
              

            
	 	
              Print
                Name

            
	 	 
	 	
              By:

              
                

              

              Signature

            
	 	 
	 	
              Title:

              
                

              

              (required
                for any purchaser that is a corporation, 

              partnership,
                trust or other entity)

            


    

     

     

    
      
         

      

        A-5