AMENDMENT
      TO WARRANT 

    AND

    RELATED
      AGREEMENTS

     

    This
      Amendment to Warrant and Related Agreements (“Amendment”)
      is
      entered into as of June 28, 2007 (the “Effective
      Date”)
      by and
      between JMBP, Inc. (“MBP”),
      Mark
      Burnett (“Burnett”)
      and
      ProElite, Inc., a New Jersey Corporation (“PEI”).

     

    A.    Burnett,
      MBP and PEI have entered into an agreement related to a reality TV show, dated
      as of June 15, 2007 (“Agreement”),
      a
      Subscription Agreement entered into as of June 15, 2007 (“Subscription
      Agreement”)
      and
      together with certain other parties, an Investor Rights Agreement dated as
      of
      June 15, 2007 (“Investor
      Rights Agreement”).
      

     

    B.    In
      connection with the Agreement, PEI issued to Burnett a warrant dated as of
      June
      15, 2007 (“Warrant”),
      providing for the issuance of up to 17,000,000 shares of common stock, par
      value
      $0.0001 per share (“Shares”)
      of
      PEI. 

     

    C.    PEI
      and
      Burnett wish to amend the Warrant, the Agreement and the Investor Rights
      Agreement to make certain adjustments to the vesting and forfeiture conditions
      associated with the Shares. 

     

    Accordingly,
      in consideration of the foregoing and the mutual covenants and agreements
      contained herein, and other good and valuable consideration, the receipt of
      which is hereby acknowledged, the parties hereto agree as follows: 

     

    1.    The
      Agreement is hereby amended to add the following language to the end of Section
      3 of the Agreement:

     

    ;
      provided, however, notwithstanding the foregoing, 1,000,000 of the shares
      included in Tranche One of the Warrant shall not be forfeited under any
      circumstances (irrespective of whether or not a License Agreement is entered
      into on or before the date described above). 

     

    2.    The
      first
      paragraph of the Warrant (ending with the words “the Effective Date”) is hereby
      amended to add the following language to the end of such paragraph:

     

    ;
      provided, however, notwithstanding the foregoing, 1,000,000 shares subject
      to
      Tranche One of the Warrant (which Tranche vests as of the date hereof) shall
      not
      be forfeited under any circumstances (irrespective of whether or not a License
      Agreement is entered into on or before the date described above). 

     

    3.    Schedule
      A to the Warrant is hereby amended and restated in its entirety, and shall
      be
      replaced with, the revised Schedule A attached to this Amendment. 

     

    4.    Section
      9.1 of the Investor Rights Agreement is deleted in its entirety and replaced
      by
      the following:

     


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    During
      the period beginning on the Effective Date and ending on the date that is 18
      months after the date the Company receives notification by the Securities and
      Exchange Commission that the registration statement required to be filed by
      the
      Company pursuant to that certain Registration Rights Agreement between the
      Company and the investors of the Company’s private placement offering on June
      30, 2007 (the “Registration
      Statement”)
      has
      been declared effective (the
      “Lock-Up
      Period”),
      Holder will not: (1) sell, transfer, assign, pledge or hypothecate any Warrants
      or Warrant Shares (“Covered
      Securities”),
      unless it is to an individual, entity or charity that agrees to be subject
      to
      the terms and conditions of this Section or (2) subject the Covered Securities
      to any hedging, short sale, derivative, put, or call transactions that would
      result in the effective economic disposition of the Covered Securities by any
      person (the “Lock-Up”).
      Notwithstanding the foregoing:

     

    (a)    The
      Lock-Up shall not apply during the period that the sales price per share of
      common stock is at least $15.00, provided (A) the Registration Statement has
      been declared effective by the Securities and Exchange Commission and is then
      still effective and (B) the shares of the Company’s common stock are then listed
      on the Nasdaq Stock Market or the American Stock Exchange.

     

    (b)    The
      Lock-Up shall not prevent transactions where the transferee agrees to be bound
      by the terms of this Lock-Up Agreement.

     

    The
      obligations of Holder that are contained in this Section also apply (i) to
      all Covered Securities that Holder may receive as a stock dividend or other
      distribution on the Covered Securities and (ii) to all other securities of
      the Company that Holder may receive in a recapitalization or similar transaction
      in exchange for Covered Securities acquired by Holder. Holder consents to the
      entry of stop transfer instructions with the Company’s transfer agent and
      registrar against the transfer of the Covered Securities except in compliance
      with the preceding provisions of this Lock-Up Agreement. The undersigned also
      consents to the placement of the following legend on any and all stock
      certificates that evidence the Covered Securities which are the subject of
      this
      Lock-Up Agreement:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT
      CERTAIN INVESTOR RIGHTS AGREEMENT, AS AMENDED BETWEEN THE COMPANY AND HOLDER,
      DATED AS OF JUNE 28, 2007.

     

    The
      Company represents and warrants to Holder that at least 24,600,000 shares of
      Common Stock of the Company are subject to the restrictions set forth in this
      Section 9.1 and that such restrictions may not be waived without the consent
      of
      Hunter World Markets, Inc.

     

    5.    The
      following language contained in Section 10(g)(a) of the Investor Rights
      Agreement is hereby deleted from the Investor Rights Agreement: 

     

    This
      Agreement shall terminate and be of no further force and effect if a License
      Agreement is not entered into within the one-year period following the date
      hereof. 

     


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    6.    Any
      references to the Warrant or the Agreement in the Agreement, the Subscription
      Agreement, the Investor Rights Agreement or the Warrant shall refer to the
      Warrant or the Agreement, as applicable, as amended hereby. 

     

    


    *
      * * * *
      * * * * * * * * * * * * * * *

    


    



    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed and
      delivered by their duly authorized representatives as of the date first written
      above.

     

    


    
      	
              PRO
                ELITE, INC.

               

               

              By: 
                /s/
                Douglas DeLuca

              
                

              

              Name: 
                Douglas
                DeLuca

              Title:   
                Chief
                Executive Officer

            	
              JMBP,
                INC.

               

               

              By: 
                /s/
                Mark Burnett

              
                

              

              Name: 
                Mark
                Burnett

              Title:   
                President

            
	 	 
	 	 
	
              MARK
                BURNETT

               

              /s/
                Mark Burnett
                
                

              

            	 


    

    


    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    AMENDED
      AND RESTATED

     

    SCHEDULE
      A TO WARRANT

     

    


    
      	
              TRANCHE

            	
              NUMBER
                OF WARRANT SHARES

            	
              VESTING
                DATE*

            
	
              One

            	
              2,000,000
                shares

            	
              Effective
                Date (Note, 1,000,000 of these shares are not subject to the License
                Agreement forfeiture condition)

            
	
              Two

            	
              2,000,000
                shares

            	
              500,000
                shares to be vested on each of the first, second, third and fourth
                anniversary of the Effective Date.

            
	
              Three

            	
              3,000,000
                shares

            	
              The
                date that the first episode of the Series is broadcast on a Network
                or
                Cable Broadcaster.

            
	
              Four

            	
              1,000,000
                shares

            	
              The
                last day of the first Season.

            
	
              Five

            	
              2,000,000
                shares

            	
              The
                last day of the second Season.

            
	
              Six

            	
              4,000,000
                shares

            	
              1,333,333
                shares to be vested on the last day of each of third, fourth and
                fifth
                Seasons, respectively.

            
	
              Seven

            	
              2,000,000
                shares

            	
              1,000,000
                shares to be vested on the date of broadcast of each of the first
                two
                Derivative Pay-Per-View Events.

            
	
              Eight

            	
              1,000,000
                shares

            	
              500,000
                shares to be vested on the date of broadcast of each of the next
                two
                Derivative Pay-Per-View Events.

            


    

    
       

      
        

      

    

    
      	*	
              Vesting
                Date of each Tranche subject to acceleration per the definition of
                “Vesting Date.”

            


    

     

     

    
      
         

      

        A-1