ProElite,
      Inc.

     

    


     

    Dated
      as
      of: June 25, 2007

     

    Hunter
      World Markets, Inc.

    9300
      Wilshire Boulevard

    Penthouse
      Suite

    Beverly
      Hills, CA 90212

    


    Ladies
      and Gentlemen:

    


    This
      placement agent agreement (this “Agreement”)
      between the undersigned ProElite, Inc., a New Jersey corporation (the
“Company”),
      and
      the placement agent, Hunter World Markets, Inc. (“Hunter”),
      sets
      forth the agreement between the Company and Hunter as follows:

     

    1.    Placement.
      

     

    The
      Company hereby engages Hunter to act as its exclusive placement
      agent
      in a
      transaction on a “commercially reasonable efforts” basis involving the issuance
      and sale by the Company (the “Offering”)
      of the
      Company’s units (the “Units”,
      and in
      the singular a “Unit”),
      at a
      price of $7.00 per Unit. Each Unit consists of one share of the Company’s common
      stock (a “Share”
and
      in
      the plural, the “Shares”)
      and
      one-half of a five-year warrant to purchase one Share at an exercise price
      of
      $7.00 per share, and shall contain provisions allowing for a cashless exercise
      that will be determined against a referenced share price that is an average
      taken over the five trading days prior to a notice of exercise, but in no event
      to exceed $15 per Share (a “Warrant”
and
      in
      the plural, “Warrants”).
      The
      Offering shall be for a minimum amount of $25,000,000 (the “Minimum
      Amount”)
      and a
      maximum of $60,000,000 (the “Maximum
      Amount”).
      One or
      more closings may be held from time to time in the Company’s discretion.
      Notwithstanding the foregoing, any funds raised by Hunter shall be subject
      to
      closing in Hunter’s sole discretion. 

     

    Ten
      percent (10%) of the Units sold shall consist of: (1) one share of common stock
      offered for sale by certain selling shareholders, and (2) a Warrant, provided
      that the gross proceeds do not exceed $5,000,000. The shares of common stock
      may
      include shares underlying warrants and options held by such selling
      shareholders. The consideration for these Units ($7.00 per Unit) shall be
      deposited into the escrow account, which the Company shall then distribute
      to
      the selling shareholders after Closing, net of the 10% commission payable to
      Hunter. The Company shall issue the Warrants to the investors in the Offering
      in
      consideration for the selling shareholders’ agreement to extend the period
      during which the balance of their securities remain locked up, as described
      below. 

     

    The
      Company shall file an S-1 registration statement or such other form as may
      be
      appropriate (“Registration
      Statement”)
      no
      later than forty-five (45) days following the earlier of (i) the date upon
      which
      the Minimum Amount 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


    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    


    subscribers
      (the “Closing”)
      pursuant to the terms of a registration rights agreement (the “Registration
      Rights Agreement”).
      The
      Company will use its diligent best efforts to have the Registration Statement
      declared effective no later than ninety (90) days after the Registration
      Statement is initially filed. The securities to be included in the Registration
      Statement are the Shares sold in the Offering and the Shares issuable pursuant
      to the exercise of the Warrants and the Placement Agent Warrants, as defined
      in
Section
      2
      of this
      Agreement (the “Registrable
      Securities”),
      as
      well as the securities issued to certain investors and the Placement Agent
      in
      connection with the Company’s last private placement offering on October 3, 2006
      (the “Prior
      Offering Shares”).
      The
      Registration Rights Agreement will set forth liquidated damage payments, and
      not
      as a penalty, an amount equal to 1% per month of the funds raised in the
      Offering, if the Registration Statement is not timely filed or declared
      effective or if it ceases to be effective within the time period set forth
      in
      this Agreement, except that no payment shall be due to the extent that the
      failure to register is as a result of a cutback mandated by the Securities
      Exchange Commission (the “SEC”)
      in a
      written comment to the Company pursuant to Rule 415 of the Securities Act of
      1933, as amended (the “Securities
      Act”),
      and
      the Company has made a good faith effort to convince the SEC to reduce or
      eliminate the cutback. In the event of a cutback pursuant to Rule 415, the
      Prior
      Offering Shares shall have priority over the Registrable Securities issued
      to
      non-Strategic Investors and the Registrable Securities issued to non-Strategic
      Investors shall have priority over any securities issued to Strategic Investors
      as defined below. The liquidated damage(s) shall cease to accrue with respect
      to
      the Registrable Securities that may be sold under Rule 144 without regard to
      volume limitations.

     

    All
      moneys raised in the Offering shall be placed in a non-interest bearing escrow
      account until the Minimum Amount is deposited and released at the sole
      discretion of Hunter. Once the Minimum Amount has been deposited into the escrow
      account, all remaining moneys and funds raised in the Offering shall be
      deposited directly into the Company’s bank account.

     

    Hunter
      shall not be obligated to sell any Units and this Offering by Hunter shall
      be
      solely on a “commercially reasonable efforts” basis. 

     

    The
      initial term of this Agreement shall be for a period from the date of this
      Agreement until July 31, 2007 unless terminated sooner by the mutual written
      agreement of the Company and Hunter. The period commencing on the date of
      execution of this Agreement and ending on July 31, 2007 is referred to herein
      as
      the “Placement
      Term.”

     

    The
      Company shall prepare a private placement memorandum (“Private
      Placement Memorandum”)
      that
      shall be complete, true and correct in all material respects. The Offering
      shall
      be conducted pursuant to Regulation D and Regulation S promulgated by the SEC
      and shall be offered and sold only to “Accredited
      Investors”
as
      that
      term is defined in Regulation D of the Securities Act or to persons that are
      not
“U.S.
      Persons”
as
      that
      term is defined in Regulation S of the Securities Act. The Offering is intended
      to qualify as a transaction under Rule 506 of Regulation D of the Securities
      Act
      or under Rule 903 of Regulation S of the Securities Act. The purchase of the
      Units shall be pursuant to the terms of a securities purchase agreement among
      the purchasers of the Units (the “Purchasers”),
      on
      the one hand, and the Company, on the other hand, on terms and conditions
      acceptable to Hunter (the “Purchase
      Agreement”).

     

    2.    Compensation.


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    As
      compensation for the Shares sold in the Offering, Hunter will receive the
      following: (i) a
      cash
      commission equal to 10% of the total gross proceeds;
      and
      (ii) warrants to purchase a number of Shares equal to 100% of the Shares sold
      in
      the Offering (the “Placement
      Agent Warrants”).
      Furthermore, the Company will use its best efforts subject to agreements or
      proposed agreements with sponsors (and without having to reduce the amount
      otherwise payable thereunder) to provide prominent signage, at no cost to
      Hunter, at three of the Company’s scheduled events per year for a two year
      period commencing with the first full month following the Closing. The form
      and
      wording of any signage shall in all respects be satisfactory to
      Hunter.

     

    Except
      as
      set forth herein, the Placement Agent Warrants will receive registration rights
      identical to the rights granted to the Purchasers, including the same cashless
      exercise feature. The Placement Agent Warrants will expire
      on
      July 31, 2013 at 5:00 P.M.
      Pacific
      Daylight Time. The Placement Agent Warrants shall have a
      per
      share exercise price of $7.00.

     

    3.    Exclusivity.
      

     

    During
      the Placement Term, Hunter shall have the exclusive right to act as placement
      agent, except that the exclusive nature of the engagement shall not apply to,
      and no compensation shall be payable to Hunter for, investments by corporate
      or
      individual investors that, in addition to the investment they make in the
      Company through the purchase of securities offered in the Offering, add value
      to
      the Company’s business and to the Company (the “Strategic
      Investors”),
      provided,
      however,
      that
      such investments shall be made on terms no more favorable than those allowed
      to
      the Purchasers in the Offering, except that the additional warrants may be
      issued to Strategic Investors with more favorable terms. In this connection,
      the
      Company may not solicit, engage or continue to work with any underwriters,
      third
      party finders, brokers, or other consultants, during the Placement Term, without
      express written approval of Hunter, except that the Company may retain
      consultants with respect to the Strategic Investors. During the Placement Term,
      the Company shall provide Hunter with the name of and other pertinent
      information on any potential investor. If
      the
      Company violates the provisions of this Section
      3
      and
      proceeds with an alternative financing, the Company shall pay Hunter the sum
      of
      $100,000 and allow Hunter the right to purchase 1,500,000 shares of the
      Company’s common stock at a price of $7.00 per share for a term of 72 months on
      the same conditions as the Placement Agent Warrants.

     

    4.    Right
      of First Refusal

    


    The
      Company shall not at any time prior to the expiration of the Covered Period,
      described below, enter into any Transaction, as defined below, without first
      giving written notice to Hunter (“Notice
      of Proposed Transaction”)
      of
      substantially the same terms and conditions as any bona fide written offer,
      term
      sheet, letter of intent or agreement that the Company intends to accept. For
      a
      period of five (5) business days after the Company’s issuing the Notice of
      Proposed Transaction and Hunter’s receipt thereof, Hunter shall have the right
      to give written notice to the Company of Hunter’s exercise of its right to
      engage in a Transaction, defined below. Thereafter, for a period not to exceed
      ten (10) days following receipt of Notice of Proposed Transaction (the
“Offer
      Period”),
      the
      Company and Hunter shall negotiate in good faith and seek to have prepared
      definitive documents evidencing the Transaction. If the parties are unable
      to
      conclude an agreement within that ten (10) day period, the Company may seek
      to
      enter into the Transaction


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    


    on
      the
      same terms as set forth in the Notice of Proposed Transaction, provided that,
      if
      there is any material variance from the terms of the Notice of Proposed
      Transaction or if the Transaction has not been completed by another party within
      the time periods noted below, then Hunter’s right of refusal as to that
      Transaction shall be reinstated.

    


    The
      obligations of the Company referred to herein constitute a right of first
      refusal (the “Right
      of First Refusal”)
      granted to Hunter, provided that the Offering for the Minimum Amount is
      completed, for any Transaction during the period beginning on the date the
      first
      Registration Statement by the Company to register shares in accordance with
      a
      Registration Rights Agreement becomes effective and ending twenty-four months
      thereafter (the “Covered
      Period”).
      The
      failure by the parties to reach an agreement in connection with any particular
      Transaction or the waiver by Hunter of any right to participate in a financing
      or other Transaction shall not affect the rights of Hunter to act as financial
      adviser or investment banker to the Company in connection with any subsequent
      Transaction during the Covered Period. The Right of First Refusal shall not
      apply to any strategic partner financing whereby an investor brings qualitative
      value in addition to money being invested.

    


    For
      purposes of this Section
      4,
      a
“Transaction” shall
      mean any equity, convertible debt or debt financing entered into by the Company,
      but shall not include any strategic partner financing whereby an investor brings
      qualitative value in addition to money being invested or financing relating
      to
any
      consolidation or merger of the Company with or into any other corporation or
      other entity or person, or any other binding share exchange or corporate
      reorganization, in which the shareholders of the Company immediately prior
      to
      such consolidation, merger, binding share exchange or reorganization, own less
      than fifty percent (50%) of the Company’s voting power immediately after such
      consolidation, merger, binding share exchange or reorganization, or any
      transaction or series of related transactions in which in excess of fifty
      percent (50%) of the Company’s voting power is transferred.

    


    5.    Appointment
      of Board Members.

     

    Hunter
      shall have a right to nominate up to two members to the Company’s Board of
      Directors, which includes Hunter’s existing designee, Gary Margolis, and the
      Company shall cause the appointments to be made as designated by Hunter. Hunter
      shall have the right to cause the replacement of such directors and to cause
      the
      appointment of substitute directors. At such time as the percentage of ownership
      of the investors procured by Hunter in this Offering and the prior October
      2006
      offering falls below 10%, the total number of Hunter’s nominees shall be one.


     

    The
      Company shall have a Compensation Committee consisting of not less than two
      independent directors who shall approve all employment terms of key management
      including without limitation salaries, perquisites, bonuses and grants of
      options and shares. 

     

    6.    Representations,
      Warranties and Covenants of Hunter.

     

    Hunter
      represents, warrants and covenants as follows:


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    (a)    Hunter
      has the necessary power to enter into this Agreement and to consummate the
      transactions contemplated hereby.

     

    (b)    The
      execution and delivery by Hunter of this Agreement and the consummation of
      the
      transactions contemplated herein will not result in any violation of, or be
      in
      conflict with, or constitute a default under, any agreement or instrument to
      which Hunter is a party or by which Hunter or its properties are bound, or
      any
      judgment, decree, order or, to Hunter’s knowledge, any statute, rule or
      regulation applicable to Hunter. This Agreement, when executed and delivered
      by
      Hunter, will constitute the legal, valid and binding obligations of Hunter,
      enforceable in accordance with their respective terms, except to the extent
      that
      (i) the enforceability hereof or thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar laws from time to time in
      effect and affecting the rights of creditors generally, (ii) the enforceability
      hereof or thereof is subject to general principles of equity, or (iii) the
      indemnification provisions hereof or thereof may be held to violate public
      policy.

     

    (c)    Hunter
      will not deliver any documents related to the Offering to any person it does
      not
      reasonably believe to be an Accredited Investor or not a U.S. Person based
      upon
      documentary evidence thereof, where appropriate.

     

    (d)    Hunter
      will not intentionally take any action that it reasonably believes would cause
      the Offering to violate the provisions of the Securities Act, the Securities
      Exchange Act of 1934, as amended (the “Securities
      Exchange Act”)
      the
      respective rules and regulations promulgated thereunder (the “Rules
      and Regulations”)
      or
      applicable securities laws of any state or jurisdiction (“Blue
      Sky Laws”).

     

    (e)    Hunter
      shall use all reasonable efforts to determine (i) whether the Purchaser is
      an
      Accredited Investor or otherwise eligible for placement under Rule 903 of the
      Securities Act and (ii) that any information furnished by the Investor is true
      and accurate. Hunter shall have no obligation to insure that any check, note,
      draft or other means of payment for the Units will be honored, paid or
      enforceable against the Investor in accordance with its terms.

     

    (f)    Hunter
      is
      a member of the NASD, and is a broker-dealer registered as such under the
      Securities Exchange Act and under the securities laws of the states in which
      the
      Shares will be offered or sold by Hunter, unless an exemption for such state
      registration is available to Hunter. Hunter is in compliance with all material
      rules and regulations applicable to Hunter generally and applicable to Hunter’s
      participation in the Offering.

     

    7.    Representations
      and Warranties of the Company.

     

    The
      Company represents and warrants as follows:

     

    (a)    The
      execution, delivery and performance of this Agreement has been or will be duly
      and validly authorized by the Company and will be, a valid and binding agreement
      of the Company, enforceable in accordance with its respective terms, except
      to
      the extent that (i) the enforceability hereof or thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws from time
      to
      time in effect and affecting the rights of creditors generally, (ii) the
      enforceability hereof or thereof is subject to general principles of equity
      or
      (iii)


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    


    the
      indemnification provisions hereof or thereof may be held to violate public
      policy. The securities to be issued pursuant to the transactions contemplated
      by
      this Agreement have been duly authorized and, when issued and paid for in
      accordance with (x) this Agreement and (y) the certificates/instruments
      representing such securities, will be valid and binding obligations of the
      Company, enforceable in accordance with their respective terms, except to the
      extent that (1) the enforceability thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar laws from time to time in
      effect and affecting the rights of creditors generally, (2) the enforceability
      thereof is subject to general principles of equity, or (iii) the indemnification
      provisions hereof or thereof may be held to violate public policy. All corporate
      action required to be taken for the authorization, issuance and sale of the
      securities has been duly and validly taken by the Company.

     

    (b)    The
      outstanding capital stock of the Company has been duly authorized and issued
      and
      the Company has outstanding capitalization as will be set forth in the Private
      Placement Memorandum. All issued and outstanding securities of the Company,
      have
      been duly authorized and validly issued and are fully paid and non-assessable;
      the holders thereof have no rights of rescission or preemptive rights with
      respect thereto and are not subject to personal liability solely by reason
      of
      being security holders; and none of such securities was issued in violation
      of
      the preemptive rights of any holders of any security of the Company.


     

    (c)    The
      Shares being offered in the Offering by the Company and issuable upon exercise
      of the Warrants and the Placement Agent Warrants will be duly authorized when
      issued and paid for in accordance with this Agreement and proper exercise of
      such warrants, respectively, and the certificates/instruments representing
      such
      Shares, will be validly issued, fully-paid and non-assessable; the holders
      thereof will not be subject to personal liability solely by reason of being
      such
      holders; such securities are not and will not be subject to the preemptive
      rights of any holder of any security of the Company.

     

    (d)    The
      Company has good and marketable title to, or valid and enforceable leasehold
      estates in, all items of real and personal property necessary to conduct its
      business (including, without limitation any real or personal property to be
      owned or leased by the Company). 

     

    (e)    The
      Company, is not aware of any federal or securities violations by any of its
      current officers, directors or consultants, nor, does the Company believe that
      any of its officers, directors or consultants is or was the subject of any
      enforcement proceedings by the Securities Exchange Commission or the National
      Association of Securities Dealers or any other state or federal regulatory
      agency.

     

    (f)    The
      Company has been duly organized and is validly existing as a corporation in
      good
      standing under the laws of the State of New Jersey. The Company is duly
      qualified or licensed and in good standing in California and each other
      jurisdiction in which the character of its operations requires such
      qualification or licensing and where failure to so qualify would have a material
      adverse effect on the Company. The Company has all requisite power and
      authority, and all material and necessary authorizations, approvals, orders,
      licenses, certificates and permits of and from all governmental regulatory
      officials and bodies (domestic and foreign) to conduct its business (and
      proposed business), and the Company is doing business in strict


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    


    compliance
      with all such authorizations, approvals, orders, licenses, certificates and
      permits and all foreign, federal, state and local laws, rules and regulations
      concerning the business in which it is engaged. The Company has all power and
      authority to enter into this Agreement, to carry out the provisions and
      conditions hereof, and all consents, authorizations, approvals and orders
      required in connection herewith have been obtained. No consent, authorization
      or
      order of, and no filing with, any court, government agency or other body is
      required by the Company for the issuance of the securities except for applicable
      federal and state securities laws. The Company has not incurred any liability
      arising under or as a result of the application of any of the provisions of
      the
      Securities Act, the Securities Exchange Act or the Rules and Regulations or
      pursuant to any other rule or regulation of any state or federal regulatory
      agency. 

     

    (g)    Real
      Sport, Inc., ProElite.com, and EliteXC Live, each a California corporation
      and
      subsidiary of the Company (each a “Subsidiary”,
      and
      collectively, the “Subsidiaries”),
      have
      been duly organized and is validly existing as a corporation in good standing
      under the laws of the State of California. Each Subsidiary is duly qualified
      or
      licensed and in good standing in each jurisdiction in which the character of
      its
      operations requires such qualification or licensing and where failure to so
      qualify would have a material adverse effect on the Subsidiary. Each Subsidiary
      has all requisite power and authority, and all material and necessary
      authorizations, approvals, orders, licenses, certificates and permits of and
      from all governmental regulatory officials and bodies (domestic and foreign)
      to
      conduct its business (and proposed business), and each Subsidiary is doing
      business in strict compliance with all such authorizations, approvals, orders,
      licenses, certificates and permits and all foreign, federal, state and local
      laws, rules and regulations concerning the business in which it is engaged.
      

     

    (h)    The
      Company is not in material breach of, or in default under, any term or provision
      of any material indenture, mortgage, deed of trust, lease, note, loan or credit
      agreement or any other material agreement or instrument evidencing an obligation
      for borrowed money, or any other material agreement or instrument to which
      it is
      a party or by which it or any of its properties may be bound or affected. The
      Company is not in violation of any provision of its charter or by-laws (other
      than the obligation to hold annual meetings of its shareholders and related
      matters) or in violation of any franchise, license, permit, judgment, decree
      or
      order, or in violation of any statute, rule or regulation. Neither the execution
      and delivery of this Agreement, nor the issuance and sale or delivery of the
      securities, nor the consummation of any of the transactions contemplated herein,
      has conflicted with or will conflict with, or has resulted in or will result
      in
      a material breach of, any of the terms and provisions of, or has constituted
      or
      will constitute a default under, or has resulted in or will result in the
      creation or imposition of any lien, charge or encumbrance upon any property
      or
      assets of the Company or pursuant to the terms of any indenture, mortgage,
      deed
      of trust, note, loan or credit agreement or any other agreement or instrument
      evidencing an obligation for borrowed money, or any other agreement or
      instrument to which the Company may be bound or to which any of the property
      or
      assets of the Company is subject except: (i) where such default, lien, charge
      or
      encumbrance would not have a material adverse effect on the Company and (ii)
      such action will not result in any violation of: (a) the provisions of the
      charter or the by-laws of the Company or, (2) assuming the due performance
      by
      Hunter of its obligations hereunder, any statute or any order, rule or
      regulation applicable to the Company of any court or of any foreign, federal,
      state or other regulatory authority or other government body having jurisdiction
      over the Company.


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    (i)    The
      representations of the Company in the Purchase Agreement shall be true and
      correct as of the date of each of the Closings.

     

    (j)    There
      are
      no claims for services in the nature of a finder’s or origination fee with
      respect to the sale of the Units, or the securities comprising a part thereof,
      or any other arrangements, agreements or understandings that may affect Hunter's
      compensation. The
      Company further represents, warrants and covenants that it has no agreements
      or
      other similar arrangements to pay commissions or fees or otherwise compensate
      anyone, and the Company covenants that it will at no time pay any such
      commissions or fees, with respect to sales of Units that are made to Strategic
      Investors, as term is defined or described within the Private Placement
      Memorandum.

     

    (k)    The
      Company owns or possesses, free and clear of all liens or encumbrances and
      rights thereto or therein by third parties, the requisite licenses or other
      rights to use all trademarks, service marks, copyrights, service names, trade
      names, patents, patent applications and licenses necessary to conduct its
      business and to the best of the Company’s knowledge there is no claim or action
      by any person pertaining to, or proceeding, pending or threatened, which
      challenges the exclusive rights of the Company with respect to any trademarks,
      service marks, copyrights, service names, trade names, patents, patent
      applications and licenses used in the conduct of the Company’s businesses except
      any claim or action that would not have a material adverse effect on the
      Company; to the best of the Company’s knowledge, the Company’s current products,
      services or processes do not infringe or will not infringe on the patents
      currently held by any third party.

     

    (l)    Except
      in
      the ordinary course of business, the Company is not under any obligation to
      pay
      royalties or fees of any kind whatsoever to any third party with respect to
      any
      trademarks, service marks, copyrights, service names, trade names, patents,
      patent applications, licenses or technology it has developed, uses, employs
      or
      intends to use or employ, other than to their respective licensors.

     

    (m)    Subject
      to the performance by Hunter of its obligations hereunder, the offer and sale
      of
      the Units by the Company will comply, in all material respects with the
      requirements of Rule 506 of Regulation D or Rule 903 of Regulation S promulgated
      by the SEC pursuant to the Securities Act and any other applicable federal
      and
      state laws, rules, regulations and executive orders. The Company will not cause
      or knowingly permit any action to be taken in connection with the Offering
      which
      violates the Securities Act or any state securities laws.

     

    (n)    All
      taxes
      which are due and payable from the Company have been paid in full and the
      Company does not have any tax deficiency or claim outstanding assessed or
      proposed against it.

     

    (o)    None
      of
      the Company, its Subsidiaries nor to the best of the Company’s knowledge, any of
      its, or any of its Subsidiaries, officers, directors, employees or agents,
      or
      any other person acting on behalf of the Company, has, directly or indirectly,
      given or agreed to give any money, gift or similar benefit (other than legal
      price concessions to customers in the ordinary course of business) to any
      customer, supplier, employee or agent of a customer or supplier, or official
      or
      employee of any governmental agency or instrumentality of any
      government


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    (domestic
      or foreign) or any political party or candidate for office (domestic or foreign)
      or other person who is or may be in a position to help or hinder the business
      of
      the Company (or assist it in connection with any actual or proposed transaction)
      which (i) might subject the Company to any damage or penalty in any civil,
      criminal or governmental litigation or proceeding, or (ii) if not given in
      the
      past, might have had a materially adverse effect on the assets, business or
      operations of the Company as reflected in any of the financial statements,
      or
      (iii) if not continued in the future, might adversely affect the assets,
      business, operations or prospects of the Company in the future.

     

    (p)    All
      information and statements provided by the Company to prospective investors
      will
      be true and correct in all material respects and do not omit any information
      that might make that information or any of those statements
      misleading.

     

    (q)    Any
      written offering material prepared by the Company, including the Private
      Placement Memorandum, will not be misleading or be in violation of the
      anti-fraud provisions of the Securities Exchange Act or of any other rule or
      regulation promulgated by any federal or state regulatory agency. 

     

    (r)    The
      Company’s financial statements are complete and correct, are consistent with the
      books and records of the Company and present fairly the assets, liabilities,
      financial condition and results of operations of the Company, as at the dates
      and for the periods indicated, have been prepared in accordance with GAAP,
      and
      have been prepared in good faith by the Company’s management from the books and
      records of the Company. The Company financial statements for the period ended
      December 31, 2006 have been audited by Gumbiner Savett Inc., an independent
      registered accounting firm, and are accompanied by such firm’s audit report. The
      books and records of the Company are true, accurate and complete in all material
      respects.

     

    (s)    All
      filings made by or on behalf of the Company with the SEC are true and
correct
      in all material respects and do not omit any information that might make any
      of
      those filings misleading. 

     

    8.    Certain
      Covenants and Agreements of the Company.

     

    The
      Company covenants and agrees at its expense and without any expense to Hunter
      as
      follows:

     

    (a)    To
      advise
      Hunter of any material adverse change in the Company’s financial condition,
      prospects or business or of any development materially affecting the Company
      or
      rendering untrue or misleading any material statement in the Purchase Agreement
      occurring at any time prior to the closing of any Units as soon as the Company
      is either informed or becomes aware thereof.

     

    (b)    The
      Company shall at all times have sufficient shares authorized and unissued to
      keep available out of its authorized common stock solely for the purpose of
      issuance upon the exercise of all Warrants described in this Agreement such
      number of shares of common stock as shall then be issuable upon the exercise
      or
      conversion thereof.


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    (c)    During
      the period commencing on the date of Closing and ending on the second
      anniversary the effective date of the Registration Statement, the Company shall
      not issue shares of Common Stock or securities which would entitle the holder(s)
      thereof to acquire shares of Common Stock that, together with the shares of
      Common Stock exceed an aggregate number of 200,000 shares at a price or exercise
      price per share of Common Stock equal to or less than $7.00 (subject to
      adjustment for splits, recapitalizations, reorganizations) for services rendered
      in connection with a strategic transaction without the prior written approval
      of
      Hunter. For purposes of clarification, no such approval shall be required for
      (i)
      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; (ii) securities upon the exercise or conversion of derivative
      securities outstanding or committed to (including pursuant to letters of intent)
      as of June 20, 2007; (iii) securities issued pursuant to acquisitions, including
      securities issued to employees in connection with such acquisitions; and (iv)
      shares of Common Stock and securities issued at a price or exercise price per
      share of Common Stock equal to more than $7.00, without regard to the number
      of
      securities issued. 

     

    (d)    To
      ensure
      that any transactions between or among the Company and any of its officers,
      directors and affiliates be on terms and conditions that are no less favorable
      to the Company, than the terms and conditions that would be available in an
      “arm’s length” transaction with an independent third party.

     

    (e)    To
      cooperate with Hunter as to permit the Offering to be conducted in a manner
      consistent with the applicable state and federal securities laws.

     

    (f)    To
      not
      cause or knowingly permit any action to be taken in connection with the
      placement which violates the Securities Act or any Blue Sky Laws.

     

    (g)    To
      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 or JMBP, Inc. 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 with respect to any securities issued
      to such grantee under such Plan. 

     

    (h)    To
      use
      its best efforts as soon as practicable following the Closing to apply for
      listing of its shares for trading on, and diligently attempt to be listed on,
      the Nasdaq Stock Market or the American Stock Exchange. 

     

    9.    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 the effective date of the
      Registration Statement, the Company issues additional shares of Common Stock
      or
      securities which would entitle the holder(s) thereof to acquire at any time
      shares of Common Stock that, together with the shares of Common Stock exceed
      an
      aggregate number of 200,000 shares (the “Additional
      Shares”)
      at a
      price or exercise price per share of Common Stock equal to or less
      than


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    $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
June
      20,
      2007; (y) securities issued pursuant to acquisitions;
      or (z)
securities
      issued in strategic transactions that entitle the holder thereof to acquire
      at
      any time shares of Common Stock at a price or exercise price per share that
      is
      more than $7.00 per share.
      Additionally, Hunter hereby waives any claim for monetary damages ensuing from
      any breach by the Company of its obligations subject to this Section
      9
      and it
      being understood that the sole remedy of Hunter shall be specific
      performance.

     

    10.    Indemnification.

     

    (a)    The
      Company hereby agrees that it will indemnify and hold Hunter and each officer,
      director, shareholder, employee, attorneys, accountants, agents or
      representative of Hunter, and each person controlling, controlled by or under
      common control with Hunter within the meaning of Section 15 of the Securities
      Act or Section 20 of the Securities Exchange Act or the Rules and Regulations,
      harmless from and against any and all loss, claim, damage, liability, cost
      or
      expense whatsoever (including, but not limited to, any and all reasonable legal
      fees and other expenses and disbursements incurred in connection with
      investigating, preparing to defend or defending any action, suit or proceeding,
      including any inquiry or investigation, commenced or threatened, or any claim
      whatsoever or in appearing or preparing for appearance as a witness in any
      action, suit or proceeding, including any inquiry, investigation or pretrial
      proceeding such as a deposition including attorneys’ fees in the event of a
      breach of this representation and warranty) to which Hunter or such indemnified
      person of Hunter may become subject under the Securities Act, the Securities
      Exchange Act , the Rules and Regulations, or any other federal or state law
      or
      regulation, common law or otherwise, arising out of or based upon (i) any untrue
      statement or alleged untrue statement of a material fact contained in (a) this
      Agreement, (b) any written offering material prepared by the Company (except
      those written statements relating to Hunter given by an indemnified person
      for
      inclusion therein), (c) any application or other document or written
      communication executed by the Company or based upon written information
      furnished by the Company filed in any jurisdiction in order to qualify the
      Shares, the Warrants, and the Placement Agent Warrants under the securities
      laws
      thereof, or any state securities commission or agency; (ii) the omission or
      alleged omission from documents described in clauses (a), (b) or (c) above
      of a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading; or (iii) the breach of any representation, warranty,
      covenant or agreement made by the Company in this Agreement. The Company further
      agrees that upon demand by an indemnified person, at any time or from time
      to
      time, it will promptly reimburse such indemnified person for any loss, claim,
      damage, liability, cost or expense actually and reasonably paid by the
      indemnified person as to which the Company has indemnified such person pursuant
      hereto. Notwithstanding the foregoing provisions of this Section 10(a),
      any
      such payment or reimbursement by the Company of fees, expenses
      or


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    disbursements
      incurred by an indemnified person in any proceeding in which a final judgment
      by
      a court of competent jurisdiction (after all appeals or the expiration of time
      to appeal) is entered against Hunter or such indemnified person as a direct
      result of Hunter or such person’s gross negligence or willful misfeasance will
      be promptly repaid to the Company.

     

    (b)    Hunter
      hereby agrees that it will indemnify and hold the Company and each officer,
      director, shareholder, employee or representative of the Company, and each
      person controlling, controlled by or under common control with the Company
      within the meaning of Section 15 of the Securities Act, Section 20 of the
      Securities Exchange Act or the Rules and Regulations, harmless from and against
      any and all loss, claim, damage, liability, cost or expense whatsoever
      (including, but not limited to, any and all reasonable legal fees and other
      expenses and disbursements incurred in connection with investigating, preparing
      to defend or defending any action, suit or proceeding, including any inquiry
      or
      investigation, commenced or threatened, or any claim whatsoever or in appearing
      or preparing for appearance as a witness in any action, suit or proceeding,
      including any inquiry, investigation or pretrial proceeding such as a
      deposition) to which the Company or such indemnified person of the Company
      may
      become subject under the Securities Act, the Securities Exchange Act, the Rules
      and Regulations, or any other federal or state law or regulation, common law
      or
      otherwise, arising out of or based upon (i) the conduct of Hunter or its
      officers, employees or representatives in acting as placement agent for the
      Offering or (ii) the breach of any representation, warranty, covenant or
      agreement made by Hunter in this Agreement; provided,
      however,
      that in
      no event shall Hunter pay in the aggregate greater than $1,000,000 pursuant
      to
      this provision. Hunter further agrees that upon demand by an indemnified person,
      at any time or from time to time, it will promptly reimburse such indemnified
      person for any loss, claim, damage, liability, cost or expense actually and
      reasonably paid by the indemnified person as to which Hunter has indemnified
      such person pursuant hereto. Notwithstanding the foregoing provisions of this
      Section 10(b),
      any
      such payment or reimbursement by Hunter of fees, expenses or disbursements
      incurred by an indemnified person in any proceeding in which a final judgment
      by
      a court of competent jurisdiction (after all appeals or the expiration of time
      to appeal) is entered against the Company or such indemnified person as a direct
      result of the Company or such person’s gross negligence or willful misfeasance
      will be promptly repaid to Hunter. 

     

    (c)    Promptly
      after receipt by an indemnified party of notice of commencement of any action
      covered by either Section 10(a)
      or
Section
      10(b),
      the
      party to be indemnified shall within five (5) business days, notify the
      indemnifying party of the commencement thereof, in accordance with Section
      15
      of this
      Agreement; the omission by one indemnified party to so notify the indemnifying
      party shall not relieve the indemnifying party of its obligation to indemnify
      any other indemnified party that has given such notice and shall not relieve
      the
      indemnifying party of any liability outside of this indemnification if not
      materially prejudiced thereby. In the event that any action is brought against
      the indemnified party, the indemnifying party will be entitled to participate
      therein and, to the extent it may desire, to assume and control the defense
      thereof with counsel chosen by it which is reasonably acceptable to the
      indemnified party. After notice from the indemnifying party to such indemnified
      party of its election to so assume the defense thereof, the indemnifying party
      will not be liable to such indemnified party under such Section 10(a)
      or
Section
      10(b)
      for any
      legal or other expenses subsequently incurred by such indemnified party in
      connection with the defense thereof, but the indemnified party may, at its
      own
      expense, participate in such defense by counsel chosen by it,


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    without,
      however, impairing the indemnifying party’s control of the defense. Subject to
      the proviso of this sentence and notwithstanding any other statement to the
      contrary contained herein, the indemnified party or parties shall have the
      right
      to choose its or their own counsel and control the defense of any action, all
      at
      the expense of the indemnifying party if, (i) the employment of such counsel
      shall have been authorized in writing by the indemnifying party in connection
      with the defense of such action at the expense of the indemnifying party, or
      (ii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to such indemnified party to have charge of the defense of such
      action within a reasonable time after notice of commencement of the action,
      or
      (iii) such indemnified party or parties shall have reasonably concluded that
      there may be defenses available to it or them which are different from or
      additional to those available to one or all of the indemnifying parties (in
      which case the indemnifying parties shall not have the right to direct the
      defense of such action on behalf of the indemnified party or parties), in any
      of
      which events such fees and expenses of one additional counsel shall be borne
      by
      the indemnifying party; provided,
      however,
      that
      the indemnifying party shall not, in connection with any one action or separate
      but substantially similar or related actions in the same jurisdiction arising
      out of the same general allegations or circumstance, be liable for the
      reasonable fees and expenses of more than one separate firm of attorneys at
      any
      time for all such indemnified parties. No settlement of any action or proceeding
      against an indemnified party shall be made without the consent of the
      indemnifying party. 

     

    In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnification provided for in Section 10(a)
      or
Section
      10(b)
      is due
      in accordance with its terms but is for any reason held by a court to be
      unavailable on grounds of policy or otherwise, the Company and Hunter shall
      contribute to the aggregate losses, claims, damages and liabilities (including
      legal or other expenses reasonably incurred in connection with the investigation
      or defense of same) which the other may incur in such proportion so that Hunter
      shall be responsible for such percent of the aggregate of such losses, claims,
      damages and liabilities as shall equal the percentage of the gross proceeds
      paid
      to Hunter and the Company shall be responsible for the balance; provided,
      however,
      that no
      person guilty of fraudulent misrepresentation within the meaning of
      Section 11(f) of the Securities Act shall be entitled to contribution from
      any person who was not found guilty
      of
      such fraudulent misrepresentation. For purposes of this Section 10(c),
      any
      person controlling, controlled by or under common control with Hunter, or any
      partner, director, officer, employee, representative or any agent of any
      thereof, shall have the same rights to contribution as Hunter and each person
      controlling, controlled by or under common control with the Company within
      the
      meaning of Section 15 of the Securities Act or Section 20 of the Securities
      Exchange Act and each officer of the Company and each director of the Company
      shall have the same rights to contribution as the Company. Any party entitled
      to
      contribution will, promptly after receipt of notice of commencement of any
      action, suit or proceeding against such party in respect of which a claim for
      contribution may be made against the other party under this Section 10(c),
      notify
      such party from whom contribution may be sought, but the omission to so notify
      such party shall not relieve the party from whom contribution may be sought
      from
      any obligation they may have hereunder or otherwise if the party from whom
      contribution may be sought is not materially prejudiced thereby. 

    


    (d)    The
      indemnity and contribution agreements contained in this Section 10
      shall
      remain operative and in full force and effect regardless of any investigation
      made by or on behalf of any indemnified person or any termination of this
      Agreement. Notwithstanding


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    anything
      to the contrary in this Section 10,
      no
      party shall be liable for contribution with respect to the settlement of any
      claim or action effected without its written consent.

     

    11.    Non-Circumvention.

     

    Pursuant
      to this Agreement, it is contemplated that Hunter shall supply to the Company
      and its officers and directors a certified list (the “Certified
      List”)
      of
      investors and customers that Hunter has contacted in connection with the
      Offering. If, during the twelve-month period after the Placement Term, the
      Company completes a Transaction (as defined below) with a person on the
      Certified List, the Company shall pay Hunter concurrently with the closing
      of
      such Transaction the compensation due under Section
      2
      of this
      Agreement.

     

    “Transaction”
shall
      be defined as any direct or indirect sale, transfer, conveyance, exchange,
      financing, investment, trade, exchange or other change in legal or beneficial
      ownership of any property, whether accomplished by an issuance or purchase
      of
      assets of securities, merger, consolidation, management contract, joint venture,
      partnership, trade or exchange of assets or stock or otherwise.

     

    12.    Payment
      of Expenses.

     

    The
      Company hereby agrees to bear all of its expenses in connection with the
      Offering, including, but not limited to the following: filing fees, printing
      and
      duplicating costs, Company approved advertisements, road show costs and
      expenses, one or more Tombstone ads not to exceed $50,000, postage and mailing
      expenses with respect to the transmission of offering materials, registrar
      and
      transfer agent fees, escrow agent fees and expenses, fees of the Company’s
      counsel, fees of counsel to Hunter subject to a minimum of $25,000, accountants,
      and issue and transfer taxes, if any. No finder’s fees shall be payable with
      respect to securities sold to any Strategic Investor. 

     

    13.    Conditions
      of Closing.

     

    The
      Closing shall be held at the offices of Company’s counsel or as otherwise
      determined by Hunter and the Company. The obligations of Hunter hereunder shall
      be subject to the continuing accuracy of the representations and warranties
      of
      the Company herein as of the date hereof and as of the closing date with respect
      to the Company as if it had been made on and as of such closing date; the
      accuracy on and as of the closing date of the statements of the officers of
      the
      Company made pursuant to the provisions hereof; and the performance by the
      Company on and as of the closing of its covenants and obligations hereunder
      and
      to the following further conditions:

     

    (a)    At
      or
      prior to the Closing, counsel for Hunter shall have been furnished such
      documents, certificates and opinions as they may reasonably require for the
      purpose of enabling them to review or pass upon the matters referred to in
      this
      Agreement and the offering materials or in order to evidence the accuracy,
      completeness or satisfaction of any of the representations, warranties or
      conditions herein contained.

     

    (b)    At
      and
      prior to the Closing, (i) there shall have been no material adverse change
      in
      the condition or prospects or the business activities, financial or otherwise,
      of the


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    Company
      from the latest dates as of which such condition is set forth in the offering
      materials; (ii) there shall have been no transaction, not in the ordinary course
      of business, entered into by the Company which has not been disclosed in the
      offering materials or to Hunter in writing; (iii) except as set forth in the
      offering materials, the Company shall not be in default under any provision
      of
      any instrument relating to any outstanding indebtedness for which a waiver
      or
      extension has not been otherwise received; (iv) except as set forth in the
      offering materials, the Company shall not have issued any securities (other
      than
      those to be issued as provided in the offering materials) or declared or paid
      any dividend or made any distribution of its capital stock of any class and
      there shall not have been any change in the indebtedness (long or short term)
      or
      liabilities or obligations of the Company (contingent or otherwise); (v) no
      material amount of the assets of the Company shall have been pledged or
      mortgaged, except as indicated in the offering materials; and (vi) no action,
      suit or proceeding, at law or in equity, against the Company or affecting any
      of
      its properties or businesses shall be pending or threatened before or by any
      court or federal or state commission, board or other administrative agency,
      domestic or foreign, wherein an unfavorable decision, ruling or finding could
      materially adversely affect the businesses, prospects or financial condition
      or
      income of the Company, except as set forth in the offering
      materials.

     

    (c)    At
      the
      Closing, Hunter shall have received a certificate of the Company signed by
      its
      chief executive officer, Douglas DeLuca, dated as of the applicable closing
      date, to the effect that the conditions set forth in subparagraph (b) above
      have
      been satisfied and that, as of the applicable closing date, the representations
      and warranties of the Company set forth herein are true and
      correct.

     

    (d)    There
      shall be lock-up agreements executed by (i) the principal shareholders of the
      Company, including Santa Monica Capital Partners II, LLC and its principals,
      Showtime Networks, Inc., Lifelogger, LLC, a Delaware limited liability company
      (an affiliate of Santa Monica Partners II, LLC), and other persons who may
      be
      identified by Hunter, and (ii) the Company’s officers and directors. Each person
      listed in the foregoing sentence shall agree to not sell any shares owned
      directly or indirectly by any of them for a period of 18 months from the
      effective date of the Registration Statement (the “Lock-Up
      Terms”).
      Additionally, each person to whom the Company granted options prior to the
      date
      of this Agreement and during the period beginning on the date of this Agreement
      and ending on the eighteen-month anniversary of the effective date of the
      Registration Statement (the “Lock-Up
      Period”),
      shall
      execute a lock-up agreement and agree to and be subject to the Lock-Up Terms.
      Notwithstanding the foregoing, (i) in the discretion of Hunter, the persons
      who
      have executed a lock-up agreement with the Company dated October 3, 2006, may
      be
      released in whole or in part prior to the expiration of the Lock-Up Period,
      (ii)
      the Lock-Up Terms will not apply during the period that the sales price per
      Share is at least $15.00, provided that (A) the Registration Statement has
      been
      declared effective, and (B) the Shares have been listed for trading on either
      the Nasdaq Stock Market or the American Stock Exchange, and (iii) Lock-Up Terms
      shall not apply in connection with private transactions where the transferee
      agrees to be bound by the Lock-Up Terms.

     

    14.    Confidentiality.

     

    Each
      party hereto at all times will hold and cause its employees and advisors to
      hold
      in confidence all documents and information concerning the other parties hereto
      which have been


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    or
      will
      be furnished in connection with the transactions contemplated hereby, except
      as
      may be necessary to facilitate negotiations or filings with any regulatory
      agency or authority.  If the Offering contemplated hereunder is not
      consummated, such confidence will be maintained, except to the extent such
      information (a) was previously known to the receiving party prior to disclosure
      by the disclosing party, (b) is in the public domain through no fault of the
      receiving party, (c) is lawfully acquired by the receiving party from a third
      party under no obligation of confidence to the disclosing party or (d) is
      required by law to be disclosed.  Such documents and information will not
      be used to the detriment of the disclosing party otherwise in any manner and
      all
      documents, materials and other written information provided by the disclosing
      party to the receiving party, including all copies and extracts thereof, will
      be
      returned to the disclosing party promptly upon written request.  The
      parties agree that the provisions of this Section
      14
      shall be
      binding on the parties and shall survive any termination of discussions or
      the
      contemplated transaction.
      

     

    15.    Miscellaneous.

     

    (a)    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, but all which shall be deemed to be one and the same
      instrument.

     

    (b)    Any
      notice required or permitted to be given hereunder shall be given in writing
      and
      shall be deemed effective when deposited in the United States mail, postage
      prepaid, or when received if personally delivered or faxed, addressed as
      follows:

     

    
      	
              To
                Hunter:

            
	 
	
              Hunter
                World Markets, Inc.

              9300
                Wilshire Boulevard

              Penthouse
                Suite

              Beverly
                Hills, California 90212

              Attention:
                Todd Ficeto, President

              Telephone:
                (310) 286-2211

              Fax:
                (310) 286-2373

            
	 
	
              with
                a copy to:

            
	 
	
              Law
                Offices of Aaron A. Grunfeld & Associates

              9200
                Sunset Boulevard

              9th
                Floor

              Los
                Angeles, California 90069

              Attention:
                Aaron A. Grunfeld

              Telephone:
                (310) 788-7577

              Fax:
                (310) 788-6677

            


    

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    

     

    
      	 
	
              To
                the Company:

            
	 
	
              ProElite,
                Inc.

              12121
                Wilshire Boulevard, Suite1001

              Los
                Angeles, CA 90025

              Attention:
                Douglas DeLuca

              Telephone:
                (310) 526-3243

            
	 
	
              with
                a copy to:

            
	 
	
              Troy
                & Gould PC

              1801
                Century Park East, Suite 1600

              Los
                Angeles, CA 90067

              Attention:
                David L. Ficksman

              Telephone:
                (310) 789-1290

              Fax:
                (310) 789-1490

            


    

    


    or
      to
      such other address of which written notice is given to the others.

     

    (c)    This
      Agreement shall be construed pursuant to the laws of the State of California
      without regard to conflicts of law principals thereof. Any controversy arising
      hereunder shall be resolved by arbitration from the American Arbitration
      Association or in accordance with the rules of the National Association of
      Securities Dealers, Inc. 

     

    (d)    This
      Agreement contains the entire understanding between the parties hereto and
      may
      not be modified or amended except by a writing duly signed by the party against
      whom enforcement of the modification or amendment is sought.

     

    (e)    If
      any
      provision of this Agreement shall be held to be invalid or unenforceable, such
      invalidity or unenforceability shall not affect any other provision of this
      Agreement.

     

    (f)    In
      the
      event that the minimum funding is not obtained prior to the expiration of the
      Placement Term, this Agreement shall immediately terminate without further
      action on the part of the Company or Hunter.

     

     

    [Signature
      page to follow]


    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    
      	 	 	
              ProElite,
                Inc.

            
	 	 	 
	 	 	
            
	 	 	
              /s/
                Douglas DeLuca

            
	 	 	
              By: 
                Douglas
                DeLuca

              Its:  Chief
                Executive Officer

            
	
              AGREED
                AND ACCEPTED

            	 	 
	 	 	 
	
              HUNTER
                WORLD MARKETS, INC.

            	 	 
	 	 	 
	
            	 	 
	/s/
              Todd Ficeto	 	 
	
              By: 
                Todd
                Ficeto

              Its:  
                President
                and CEO

            	 	 


    

     

     

     

     

    [Signature
      Page to Placement Agent Agreement]

     

    
      
         

      

        -18-