REGISTRATION
      RIGHTS AGREEMENT

     

    This
      Registration Rights Agreement (this “Agreement”)
      is
      made and entered into as of June 29, 2007, by and among ProElite, Inc., a New
      Jersey corporation (the “Company”),
      on
      the one hand, and the purchasers signatory hereto (each such purchaser, a
“Purchaser”
and
      collectively, the “Purchasers”)
      and
      Hunter World Markets, Inc. (“Hunter”),
      on
      the other hand.

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date hereof among the Company and the Purchasers (the “Purchase
      Agreement”),
      the
      Placement Agent Agreement between Hunter and ProElite, Inc. dated June 25,
      2007
      (the “Placement
      Agreement”).

     

    The
      Company, and the Purchasers hereby agree as follows:

     

    1.    Definitions.
      All
      capitalized terms not defined herein shall have the same meanings as set forth
      in the Placement Agreement.
      As used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Advice”
shall
      have the meaning set forth in Section 6(c). 

     

    “Closing”
means
      the earlier of (i) the date upon which $25 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. One or more closings may be held from
      time
      to time in the Company’s discretion. Notwithstanding the foregoing, any funds
      raised by the Placement Agent shall be subject to closing in Placement Agent’s
      sole discretion. 

     

    “Commission”
shall
      mean the Securities and Exchange Commission. 

     

    “Common
      Stock”
means
      the Company’s common stock, par value $0.0001 per share.

     

    “Effectiveness
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      the
      earlier of (a) ninety (90) days after the Filing Date and (b) the fifth trading
      day following the date on which the Company is notified by the Commission that
      the Registration Statement will not be reviewed or is no longer subject to
      further review and comments. 

     

    “Effectiveness
      Period”
shall
      have the meaning set forth in Section 2(a).

     

    “Event”
shall
      have the meaning set forth in Section 2(b).

     

    “Event
      Date”
shall
      have the meaning set forth in Section 2(b).

     

    “Exchange
      Act”
      means
      the
      Securities Exchange Act of 1934, as amended, or any successor Federal statute,
      and the rules and regulations of the Commission promulgated thereunder, all
      as
      the same shall be in effect from time to time. 


    
      
         

      

      
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    “Filing
      Date”
means,
      with respect to the Registration Statement required to be filed hereunder,
      forty-five (45) days after the date of the Closing. 

     

    “Holder”
or
      “Holders”
means
      the holder or holders, as the case may be, from time to time, of Registrable
      Securities. 

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 5(c).

     

    “Losses”
shall
      have the meaning set forth in Section 5(a).

     

    “Person”
      means
      any
      individual, association, corporation, estate, limited liability company, limited
      partnership, partnership, venture or other entity.

     

    “Placement
      Agent”
shall
      mean Hunter World Markets, Inc.

     

    “Placement
      Agent Warrant”
means
      the five-year warrant issued to the Placement Agent to purchase Common Stock
      of
      the Company equal to 100% of the number of shares included in the Units sold
      in
      the Company’s private placement offering, exercisable at $7.00 per share.


     

    “Plan
      of Distribution”
shall
      have the meaning set forth in Section 2(a).

     

    “Prior
      Offering Shares”
means
      securities issued to certain investors and the Placement Agent in connection
      with the Company’s last private placement offering on October 3,
      2006.

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened. 

     

    “Prospectus”
means
      the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such prospectus. 

     

    “Registrable
      Securities”
means,
      as to this Agreement only, all of the Shares, Warrants, Prior Offering
      Shares and the Placement Agent Warrants, held together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing, it being
      understood that upon exercise, the holder of the Warrants and the Placement
      Agent Warrants will receive shares of the Common Stock of the Company.



    
      
         

      

      
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    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including (in each
      case) the Prospectus, amendments and supplements to the registration statement
      or Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be incorporated
      by reference in the registration statement. 

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule. 

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same purpose and
      effect as such Rule. 

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended.

     

    “Selling
      Shareholder Questionnaire”
shall
      have the meaning set forth in Section 3(a).
      

     

    “Shares”
shall
      have the meaning set forth below.

     

    “Strategic
      Investors”
mean
      corporate or individual investors that, in addition to the investment they
      make
      in the Company through the purchase of securities offered in the Company’s
      private placement offering for a minimum of $25 million and a maximum of $60
      million, add value to the Company’s business and to the Company.

     

    “Transaction
      Documents”
mean
      this Agreement, the escrow agreement entered into by and between the Company
      and
      Wells Fargo Bank, N.A., the Placement Agreement, the Purchase Agreement, the
      Warrants and the Memorandum.

     

    “Units”
      mean
      the
      units sold to the investors for $7.00 per unit in the Company’s private
      placement offering as contemplated by the Company’s private placement
      memorandum, dated June 28, 2007. Each Unit consists of one share of Common
      Stock
      (a “Share”)
      and
      one-half of a 5-year warrant (each full warrant a “Warrant”
and
      “Warrants”
in
      the
      plural) to purchase one share of Common Stock.

     

    “Warrants”
shall
      have the meaning set forth above.

     

    2.    Registration.

     

    (a)    On
      or
      prior to the Filing Date, the Company shall prepare and file with the
      Commission, and in accordance with the Securities Act and all applicable
      regulations promulgated thereunder, the Registration Statement covering the
      resale of all of the Registrable Securities for an offering to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement required
      hereunder shall be on Form S-1 (or such other form as may be appropriate).
      The
      Registration Statement required hereunder shall contain (except if
      otherwise


    
      
         

      

      
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    directed
      by the Holders) substantially the “Plan of Distribution” attached hereto as
      Annex A. Subject to the terms of this Agreement, the Company shall use its
      best
      efforts to cause the Registration Statement to be declared effective under
      the
      Securities Act as promptly as possible after the filing thereof, but in any
      event not later than the Effectiveness Date, and shall use its best efforts
      to
      keep the Registration Statement continuously effective under the Securities
      Act
      until the date when all Registrable Securities have been sold or may be sold
      pursuant to Rule 144 of the Securities Act without volume restrictions as
      determined by the counsel to the Company pursuant to a written opinion letter
      to
      such effect, addressed and acceptable to the Company’s transfer agent and the
      affected Holders (the “Effectiveness
      Period”).

     

    (b)    If:
      (i) a
      Registration Statement filed or required to be filed hereunder is not declared
      effective by the Commission on or before the Effectiveness Date, except where
      such failure to register is as a result of a cutback mandated by the Commission
      in a written comment to the Company pursuant to Rule 415 (provided that in
      the
      event of such cutback, the Prior Offering Shares shall have priority over the
      other forms of Registrable Securities and the other forms of Registrable
      Securities shall have priority over any securities issued to Strategic
      Investors) or (ii) after a Registration Statement is first declared effective
      by
      the Commission, it ceases for any reason to remain continuously effective as
      to
      all Registrable Securities for which it is required to be effective, or the
      Holders are not permitted to utilize the Prospectus therein to resell such
      Registrable Securities, for in any such case under this clause (ii), 20
      consecutive calendar days but no more than an aggregate of 30 calendar days
      during any 12 month period (which need not be consecutive trading days) (any
      such failure or breach being referred to as an “Event,”
and
      for purposes of clause (ii) the date on which such Event occurs, is exceeded,
      or
      for purposes of clause (ii) the date on which such 20 or 30 calendar day period,
      as applicable, is exceeded being referred to as “Event
      Date”),
      as
      Purchasers’ exclusive remedy, on each such Event Date and on each monthly
      anniversary of each such Event Date (if the applicable Event shall not have
      been
      cured by such date) until the applicable Event is cured, the Company shall
      pay
      to each Holder 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
      the
      Purchase Agreement for any Registrable Securities then held by such Holder.
      The
      liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata
      basis for any portion of a month prior to the cure of an Event, as the parties
      to this Agreement have agreed that the precise amount of damages in such
      circumstances would be extremely difficult to calculate accurately and believe
      that such amount is a reasonable estimate under the circumstances existing
      at
      this time. Notwithstanding anything herein to the contrary, if an Event or
      the
      continuation of an Event is caused solely as a result of an act or omission
      by a
      Holder, the Company shall not be liable to pay liquidated damages to such Holder
      that otherwise would result on account of such Event or continuation of an
      Event. 

     

    (c)    Notwithstanding
      the foregoing subsection 2(b), no liquidated damages shall be owed by the
      Company, with respect to the Registrable Securities that can be sold under
      Rule
      144 of the Securities Act without regard to any volume of trading limitations.
      

     

    3.    Registration
      Procedures.

     

    In
      connection with the Company’s registration obligations hereunder, the Company
      shall:


    
      
         

      

      
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    (a)    Not
      less
      than five trading days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto, the Company shall,
      (i) furnish to the Holders copies of any disclosure relating to the Holders,
      including but not limited to the entire Selling Shareholder and Plan of
      Distribution sections which sections shall be subject to the review of such
      Holders, and (ii) cause its officers and directors, counsel and independent
      certified public accountants to respond to such inquiries as shall be necessary,
      in the reasonable opinion of respective counsel, to conduct a reasonable
      investigation within the meaning of the Securities Act. The Company shall not
      file the Registration Statement or any such Prospectus or any amendments or
      supplements thereto to which the Holders of a majority of the Registrable
      Securities shall reasonably object in good faith, provided that the Company
      is
      notified of such objection in writing no later than two trading days after
      the
      Holders have been so furnished copies of such documents. Prior to any filing
      relating to the Registration Statement, each Holder agrees to furnish to the
      Company a completed Questionnaire in the form attached to this Agreement as
      Annex B (a “Selling
      Securityholder Notice and Questionnaire”)
      within
      five trading days of written request by the Company. 

     

    (b)    (i) 
      Prepare and file with the Commission such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the applicable Registrable Securities for the Effectiveness
      Period and prepare and file with the Commission such additional Registration
      Statements in order to register for resale under the Securities Act all of
      the
      Registrable Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or
      amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably practicable to any comments received from the Commission with respect
      to the Registration Statement or any amendment thereto and, as promptly as
      reasonably practicable, upon request, provide the Holders upon request true
      and
      complete copies of all correspondence from and to the Commission relating to
      the
      Registration Statement; (iv) comply in all material respects with the provisions
      of the Securities Act and the Exchange Act with respect to the disposition
      of
      all Registrable Securities covered by the Registration Statement during the
      applicable period in accordance with the intended methods of disposition by
      the
      Holders thereof set forth in the Registration Statement as so amended or in
      such
      Prospectus as so supplemented; and (v) take all other actions as may be
      reasonably necessary or appropriate in furtherance of the matters required
      by
      this Section 3(b).

     

    (c)    Notify
      the Holders of Registrable Securities to be sold as promptly as reasonably
      practicable and (if requested by any such Person) confirm such notice in writing
      promptly following the day (i)(A) when a Prospectus or any Prospectus supplement
      or post-effective amendment to the Registration Statement is proposed to be
      filed; (B) when the Commission notifies the Company whether there will be a
      “review” of the Registration Statement and whenever the Commission comments in
      writing on the Registration Statement (the Company shall upon request provide
      true and complete copies thereof and all written responses thereto to each
      of
      the Holders); and (C) with respect to the Registration Statement or any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental authority
      during the period of effectiveness of the Registration Statement for amendments
      or supplements to the Registration Statement or Prospectus or for additional
      information; (iii) of the issuance by the Commission or any other federal or
      state governmental authority of any stop order suspending the
      effectiveness


    
      
         

      

      
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    of
      the
      Registration Statement covering any or all of the Registrable Securities or
      the
      initiation of any Proceedings for that purpose; (iv) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Registrable Securities for sale
      in
      any jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that makes
      the financial statements included in the Registration Statement ineligible
      for
      inclusion therein or any statement made in the Registration Statement or
      Prospectus or any document incorporated or deemed to be incorporated therein
      by
      reference untrue in any material respect or that requires any revisions to
      the
      Registration Statement, Prospectus or other documents so that, in the case
      of
      the Registration Statement or the Prospectus, as the case may be, it will not
      contain any untrue statement of a material fact or omit to state any material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading. 

     

    (d)    Use
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of the Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment. 

     

    (e)    Furnish
      to each Holder, without charge and upon request, at least one conformed copy
      of
      the Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference to the extent requested by such Person, and
      all exhibits to the extent requested by such Person (including those previously
      furnished or incorporated by reference) promptly after the filing of such
      documents with the Commission. 

     

    (f)    Promptly
      deliver to each Holder, without charge and upon request, as many copies of
      the
      Prospectus or Prospectuses (including each form of prospectus) and each
      amendment or supplement thereto as such Persons may reasonably request in
      connection with resales by the Holder of Registrable Securities. Subject to
      the
      terms of this Agreement, the Company hereby consents to the use of such
      Prospectus and each amendment or supplement thereto by each of the selling
      Holders in connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto, except
      after
      the giving of any notice pursuant to Section 3(c)
      until
      the Company has delivered the Advice and either the supplemented prospectus
      or
      the amended Registration Statement as contemplated by Section 6(c).

     

    (g)    Prior
      to
      any resale of Registrable Securities by a Holder, use its commercially
      reasonable efforts to register or qualify or cooperate with the selling Holders
      in connection with the registration or qualification (or exemption from the
      Registration or qualification) of such Registrable Securities for the resale
      by
      the Holder under the securities or Blue Sky laws of such jurisdictions within
      the United States as any Holder reasonably requests in writing, to keep the
      Registration or qualification (or exemption therefrom) effective during the
      Effectiveness Period and to do any and all other acts or things reasonably
      necessary to enable the disposition in such jurisdictions of the Registrable
      Securities covered by the Registration Statement; provided, that the Company
      shall not be required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any tax in any
      such


    
      
         

      

      
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    jurisdiction
      where it is not then so subject or file a general consent to service of process
      in any such jurisdiction. 

     

    (h)    If
      requested by the Holders, cooperate with the Holders to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be delivered to a transferee pursuant to the Registration Statement, which
      certificates shall be free, to the extent permitted by the Purchase Agreement,
      of all restrictive legends, and to enable such Registrable Securities to be
      in
      such denominations and registered in such names as any such Holders may
      request.

     

    (i)    Upon
      the
      occurrence of any event contemplated by Section 3(c)(v),
      as
      promptly as reasonably possible, prepare a supplement or amendment, including
      a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading. If
      the
      Company notifies the Holders in accordance with clauses (ii) through (v) of
      Section 3(c)
      above to
      suspend the use of any Prospectus until the requisite changes to such Prospectus
      have been made, then the Holders shall suspend use of such Prospectus. The
      Company will use its best efforts to ensure that the use of the Prospectus
      may
      be resumed as promptly as is practicable. The Company shall be entitled to
      exercise its right under this Section 3(i)
      to
      suspend the availability of a Registration Statement and Prospectus, subject
      to
      the payment of partial liquidated damages pursuant to Section 2(b),
      for a
      period not to exceed 60 days (which need not be consecutive days) in any
      12-month period. 

     

    (j)    Comply
      with all applicable rules and regulations of the Commission.

     

    (k)    The
      Company may require each selling Holder to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Holder and, if required by the Commission, the person thereof that has voting
      and dispositive control over the Shares. During any periods that the Company
      is
      unable to meet its obligations hereunder with respect to the registration of
      the
      Registrable Securities solely because any Holder fails to furnish such
      information within three trading days of the Company’s request, any liquidated
      damages that are accruing at such time as to such Holder only shall be tolled
      and any Event that may otherwise occur solely because of such delay shall be
      suspended as to such Holder only, until such information is delivered to the
      Company. 

     

    (l)    The
      Company shall use its best efforts as soon as practicable following the Closing
      of the Company’s private placement offering to apply for and diligently attempt
      to become listed on listing of its shares for trading on the Nasdaq Stock Market
      or the American Stock Exchange.

     

    4.    Registration
      Expenses.
      All
      fees and expenses incident to the performance of or compliance with this
      Agreement by the Company shall be borne by the Company whether or not any
      Registrable Securities are sold pursuant to the Registration Statement. The
      fees
      and expenses referred to in the foregoing sentence shall include, without
      limitation, (i) all registration and


    
      
         

      

      
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    filing
      fees (including, without limitation, fees and expenses with respect to filings
      required to be made with the trading market on which the Common Stock is then
      listed for trading), (ii) printing expenses (including, without limitation,
      expenses of printing certificates for Registrable Securities and of printing
      prospectuses if the printing of prospectuses is reasonably requested by the
      holders of a majority of the Registrable Securities included in the Registration
      Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and
      disbursements of counsel for the Company, (v) Securities Act liability
      insurance, if the Company so desires such insurance, and (vi) fees and expenses
      of all other Persons retained by the Company in connection with the consummation
      of the transactions contemplated by this Agreement. In addition, the Company
      shall be responsible for all of its internal expenses incurred in connection
      with the consummation of the transactions contemplated by this Agreement
      (including, without limitation, all salaries and expenses of its officers and
      employees performing legal or accounting duties), the expense of any annual
      audit and the fees and expenses incurred in connection with the listing of
      the
      Registrable Securities on any securities exchange as required hereunder. In
      no
      event shall the Company be responsible for any broker or similar commissions
      or,
      except to the extent provided for in the Transaction Documents, any legal fees
      or other costs of the Holders. 

     

    5.    Indemnification.

     

    (a)    Indemnification
      by the Company.
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Holder, the officers, directors, agents, managers, members,
      partners, shareholders and employees of each of them, each Person who controls
      any such Holder (within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act) and the officers, directors, agents and
      employees of each such controlling Person, to the fullest extent permitted
      by
      applicable law, from and against any and all losses, claims, damages,
      liabilities, costs (including, without limitation, reasonable attorneys’ fees)
      and expenses (collectively, “Losses”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto or in any
      preliminary prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to make
      the statements therein (in the case of any Prospectus or form of prospectus
      or
      supplement thereto, in light of the circumstances under which they were made)
      not misleading, except to the extent, but only to the extent, that (i) such
      untrue statements or omissions are based solely upon information regarding
      such
      Holder furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or such
      Holder’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Holder expressly for use
      in
      the Registration Statement, such Prospectus or such form of Prospectus or in
      any
      amendment or supplement thereto (it being understood that the Holder has
      approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
      of an event of the type specified in Section 3(c)(ii)
      through (v), the use by such Holder of an outdated or defective Prospectus
      after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective. The Company shall notify the Holders promptly of the institution,
      threat or assertion of any Proceeding of which the Company is aware in
      connection with the transactions contemplated by this Agreement. 


    
      
         

      

      
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    (b)    Indemnification
      by Holders.
      Each
      Holder shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, to the extent arising out of or based
      solely upon: (i) such Holder’s failure to comply with the prospectus delivery
      requirements of the Securities Act or (ii) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus, or any form of prospectus, or in any amendment or supplement thereto
      or in any preliminary prospectus, or arising out of or relating to any omission
      or alleged omission of a material fact required to be stated therein or
      necessary to make the statements therein not misleading (A) to the extent,
      but
      only to the extent, that such untrue statement or omission is contained in
      any
      information so furnished in writing by such Holder to the Company specifically
      for inclusion in the Registration Statement or such Prospectus or (B) to the
      extent that (x) such untrue statements or omissions are based solely upon
      information regarding such Holder furnished in writing to the Company by such
      Holder expressly for use therein, or to the extent that such information relates
      to such Holder or such Holder’s proposed method of distribution of Registrable
      Securities and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement (it being understood that the
      Holder has approved Annex A hereto for this purpose), such Prospectus or such
      form of Prospectus or in any amendment or supplement thereto or (y) in the
      case
      of an occurrence of an event of the type specified in Section 3(c)(ii)
      through (v), the use by such Holder of an outdated or defective Prospectus
      after
      the Company has notified such Holder in writing that the Prospectus is outdated
      or defective. In no event shall the liability of any selling Holder hereunder
      be
      greater in amount than the dollar amount of the net proceeds received by such
      Holder upon the sale of the Registrable Securities giving rise to such
      indemnification obligation. 

     

    (c)    Conduct
      of Indemnification Proceedings.
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “Indemnified
      Party”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party shall have the right to assume the defense
      thereof, including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of all fees and expenses incurred in
      connection with defense thereof; provided, that the failure of any Indemnified
      Party to give such notice shall not relieve the Indemnifying Party of its
      obligations or liabilities pursuant to this Agreement, except (and only) to
      the
      extent that it shall be finally determined by a court of competent jurisdiction
      (which determination is not subject to appeal or further review) that such
      failure shall have prejudiced the Indemnifying Party. 

     

    An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (i) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (ii) the Indemnifying Party shall have failed promptly to assume
      the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (iii) the named parties to any
      such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall reasonably believe
      that a material conflict


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    of
      interest is likely to exist if the same counsel were to represent such
      Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party shall not have the right to assume the defense thereof and the reasonable
      fees and expenses of one separate counsel shall be at the expense of the
      Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such Proceeding.


     

    Subject
      to the terms of this Agreement, all reasonable fees and expenses of the
      Indemnified Party (including reasonable fees and expenses to the extent incurred
      in connection with investigating or preparing to defend such Proceeding in
      a
      manner not inconsistent with this Section) shall be paid to the Indemnified
      Party, as incurred, within ten trading days of written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and expenses
      applicable to such actions for which such Indemnified Party is not entitled
      to
      indemnification hereunder, determined based upon the relative faults of the
      parties. 

     

    (d)    Contribution.
      If a
      claim for indemnification under Section 5(a)
      or
5(b)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
      shall contribute to the amount paid or payable by such Indemnified Party as
      a
      result of such Losses, in such proportion as is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in such Losses as well
      as any other relevant equitable considerations. The relative fault of such
      Indemnifying Party and Indemnified Party shall be determined by reference to,
      among other things, whether any action in question, including any untrue or
      alleged untrue statement of a material fact or omission or alleged omission
      of a
      material fact, has been taken or made by, or relates to information supplied
      by,
      such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in this Agreement, any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms. 

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. Notwithstanding the provisions of this Section
      5(d),
      no
      Holder shall be required to contribute, in the aggregate, any amount in excess
      of the amount by which the proceeds actually received by such Holder from the
      sale of the Registrable Securities subject to the Proceeding exceeds the amount
      of any damages that such Holder has otherwise been required to pay
      by


    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    reason
      of
      such untrue or alleged untrue statement or omission or alleged omission, except
      in the case of fraud by such Holder. 

     

    The
      indemnity and contribution agreements contained in this Section are in addition
      to any liability that the Indemnifying Parties may have to the Indemnified
      Parties. 

     

    6.    Miscellaneous.

     

    (a)    Remedies.
      In the
      event of a breach by the Company or by a Holder, of any of their obligations
      under this Agreement, each Holder or the Company, as the case may be, in
      addition to being entitled to exercise all rights granted by law and under
      this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement. The Company and each Holder
      agree that monetary damages would not provide adequate compensation for any
      losses incurred by reason of a breach by it of any of the provisions of this
      Agreement and hereby further agrees that, in the event of any action for
      specific performance in respect of such breach, it shall waive the defense
      that
      a remedy at law would be adequate. 

     

    (b)    Compliance.
      Each
      Holder covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Registrable Securities pursuant to the Registration Statement. 

     

    (c)    Discontinued
      Disposition.
      Each
      Holder agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of any event of the
      kind
      described in Section 3(c),
      such
      Holder will forthwith discontinue disposition of such Registrable Securities
      under the Registration Statement until such Holder’s receipt of the copies of
      the supplemented Prospectus and/or amended Registration Statement or until
      it is
      advised in writing (the “Advice”)
      by the
      Company that the use of the applicable Prospectus may be resumed, and, in either
      case, has received copies of any additional or supplemental filings that are
      incorporated or deemed to be incorporated by reference in such Prospectus or
      Registration Statement. The Company will use its best efforts to ensure that
      the
      use of the Prospectus may be resumed as promptly as it practicable. The Company
      agrees and acknowledges that any periods during which the Holder is required
      to
      discontinue the disposition of the Registrable Securities hereunder shall be
      subject to the provisions of Section 2(b). 

     

    (d)    Piggy-Back
      Registrations.
      If at
      any time during the Effectiveness Period there is not an effective Registration
      Statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the Commission a registration statement
      relating to an offering for its own account under the Securities Act of any
      of
      its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with the stock option
      or
      other employee benefit plans, then the Company shall send to each Holder a
      written notice of such determination and, if within fifteen days after the
      date
      of such notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, subject to
      customary


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    underwriter
      cutbacks applicable to all holders of registration rights. In such event, the
      provisions of Section 3
      shall
      apply to such a registration.

     

    (e)    Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the same shall be in writing
      and
      signed by the Company and Holders of at least 66% of the then outstanding
      Registrable Securities. 

     

    (f)    Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be made in accordance with the provisions of the
      Purchase Agreement. 

     

    (g)    Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of each of the parties and shall inure to the benefit of
      each
      Holder. Each Holder may assign their respective rights hereunder in the manner
      and to the Persons as permitted under the Purchase Agreement or, in the case
      of
      Hunter, to (i) any principal, shareholder, director or officer of any such
      entity, (ii) to any spouse, ancestor, descendant of any person referred to
      in
      clause (i), or (iii) any trust established for the benefit of any person
      referred to in clause (i) or clause (ii), or (iv) any person or entity
      controlling, controlled by or under common control with Hunter.

     

    (h)    Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

     

    (i)    Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be with the internal laws of the State of California,
      without giving effect to the principles of conflicts of law.

     

    (j)    Cumulative
      Remedies.
      The
      remedies provided herein are cumulative and not exclusive of any remedies
      provided by law. 

     

    (k)    Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    (l)    Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof. 

     

    (m)    Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder hereunder are several and not joint with the
      obligations of any other Holder hereunder, and no Holder shall be responsible
      in
      any way for the performance of the obligations of any other Holder hereunder.
      Nothing contained herein or in any other agreement or document delivered at
      any
      closing, and no action taken by any Holder pursuant hereto or thereto, shall
      be
      deemed to constitute the Holders as a partnership, an association, a joint
      venture or any other kind of entity, or create a presumption that the Holders
      are in any way acting in concert with respect to such obligations or the
      transactions contemplated by this Agreement. Each Holder shall be entitled
      to
      protect and enforce its rights, including without limitation the rights arising
      out of this Agreement, and it shall not be necessary for any other Holder to
      be
      joined as an additional party in any proceeding for such purpose. 

     

     

    [SIGNATURE
      PAGES FOLLOW]


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


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

     

    
      	 	
              PROELITE,
                INC.

               

               

              By:

              
                

              

              Name:

              Title:

            


    

    


    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]



    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    


    PURCHASER’S
      SIGNATURE PAGE TO PROELITE, INC. REGISTRATION RIGHTS AGREEMENT

     

    


    
      	 	
              ABSOLUTE
                RETURN EUROPE FUND

               

               

              By:

              
                

              

              Name:

              Title:

            


    

    


    


    


    [SIGNATURE
      PAGES CONTINUE]


     


    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    


    PURCHASER’S
      SIGNATURE PAGE TO PROELITE, INC. REGISTRATION RIGHTS AGREEMENT

     

    


    
      	 	
              ABSOLUTE
                OCTANE FUND

               

               

              By:

              
                

              

              Name:

              Title:

            


    

    


    


    


    [SIGNATURE
      PAGES CONTINUE]

     


    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    


    PURCHASER’S
      SIGNATURE PAGE TO PROELITE, INC. REGISTRATION RIGHTS AGREEMENT

     

    


    
      	 	
              ABSOLUTE
                EAST WEST FUND

               

               

              By:

              
                

              

              Name:

              Title:

               

            


    

    


     

    [SIGNATURE
      PAGES CONTINUE]

     


    
      
         

      

      
        -17-

        
          

        

      

      
         

      

    


    PURCHASER’S
      SIGNATURE PAGE TO PROELITE, INC. REGISTRATION RIGHTS AGREEMENT

     

     

    
      	 	
              ABSOLUTE
                ACTIVIST MASTER FUND

               

               

              By:

              
                

              

              Name:

              Title:

            


    

    


    



    
      
         

      

      
        -18-

        
          

        

      

      
         

      

    


    ANNEX
      A

     

    PLAN
      OF DISTRIBUTION

     

    The
      Selling Shareholders (the “Selling
      Shareholders”)
      of the
      common stock (“Common
      Stock”)
      of
      ProElite, Inc., a New Jersey corporation (the “Company”)
      and
      any of their pledgees, assignees and successors-in-interest may, from time
      to
      time, sell any or all of their shares of Common Stock on any stock exchange,
      market or trading facility on which the shares are traded or in private
      transactions. These sales may be at fixed or negotiated prices. The Selling
      Shareholders may use any one or more of the following methods when selling
      shares: 

     

    
      	 	
              ·

            	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers; 

            


    

     

    
      	 	
              ·

            	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction; 

            


    

     

    
      	 	
              ·

            	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account; 

            


    

     

    
      	 	
              ·

            	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	 	
              ·

            	
              privately
                negotiated transactions;

            


    

     

    
      	 	
              ·

            	
              settlement
                of short sales entered into after the date of this
                prospectus;

            


    

     

    
      	 	
              ·

            	
              broker-dealers
                may agree with the Selling Shareholders to sell a specified number
                of such
                shares at a stipulated price per share;


            


    

     

    
      	 	
              ·

            	
              a
                combination of any such methods of
                sale;

            


    

     

    
      	 	
              ·

            	
              through
                the writing or settlement of options or other hedging transactions,
                whether through an options exchange or otherwise; or
                

            


    

     

    
      	 	
              ·

            	
              any
                other method permitted pursuant to applicable law.
                

            


    

     

    The
      Selling Shareholders may also sell shares under Rule 144 under the Securities
      Act of 1933, as amended (the “Securities
      Act”),
      if
      available, rather than under this prospectus. 

     

    Broker-dealers
      engaged by the Selling Shareholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the Selling Shareholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. Each
      Selling Shareholder does not expect these commissions and discounts relating
      to
      its sales of shares to exceed what is customary in the types of transactions
      involved. 


    
      
         

      

      
        -19-

        
          

        

      

      
         

      

    


    In
      connection with the sale of our common stock or interests therein, the Selling
      Shareholders may enter into hedging transactions with broker-dealers or other
      financial institutions, which may in turn engage in short sales of the common
      stock in the course of hedging the positions they assume. The Selling
      Shareholders may also sell shares of our common stock short and deliver these
      securities to close out their short positions, or loan or pledge the common
      stock to broker-dealers that in turn may sell these securities. The Selling
      Shareholders may also enter into option or other transactions with
      broker-dealers or other financial institutions or the creation of one or more
      derivative securities which require the delivery to such broker-dealer or other
      financial institution of shares offered by this prospectus, which shares such
      broker-dealer or other financial institution may resell pursuant to this
      prospectus (as supplemented or amended to reflect such transaction).


     

    The
      Selling Shareholders and any broker-dealers or agents that are involved in
      selling the shares may be deemed to be “underwriters” within the meaning of the
      Securities Act in connection with such sales. In such event, any commissions
      received by such broker-dealers or agents and any profit on the resale of the
      shares purchased by them may be deemed to be underwriting commissions or
      discounts under the Securities Act. Each Selling Shareholder has informed the
      Company that it does not have any agreement or understanding, directly or
      indirectly, with any person to distribute the Common Stock. 

     

    The
      Company is required to pay certain fees and expenses incurred by the Company
      incident to the registration of the shares. The Company has agreed to indemnify
      the Selling Shareholders against certain losses, claims, damages and
      liabilities, including liabilities under the Securities Act.

     

    Because
      Selling Shareholders may be deemed to be “underwriters” within the meaning of
      the Securities Act, they will be subject to the prospectus delivery requirements
      of the Securities Act. In addition, any securities covered by this prospectus
      which qualify for sale pursuant to Rule 144 under the Securities Act may be
      sold
      under Rule 144 rather than under this prospectus. Each Selling Shareholder
      has
      advised us that they have not entered into any agreements, understandings or
      arrangements with any underwriter or broker-dealer regarding the sale of the
      resale shares. There is no underwriter or coordinating broker acting in
      connection with the proposed sale of the resale shares by the Selling
      Shareholders. 

     

    We
      agreed
      to keep this prospectus effective until the earlier of (i) the date on which
      the
      shares may be resold by the Selling Shareholders without registration and
      without regard to any volume limitations by reason of Rule 144 of the Securities
      Act or any other rule of similar effect or (ii) all of the shares have been
      sold
      pursuant to the prospectus or Rule 144 under the Securities Act or any other
      rule of similar effect. The resale shares will be sold only through registered
      or licensed brokers or dealers if required under applicable state securities
      laws. In addition, in certain states, the resale shares may not be sold unless
      they have been registered or qualified for sale in the applicable state or
      an
      exemption from the registration or qualification requirement is available and
      is
      complied with. 

     

    Under
      applicable rules and regulations under the Exchange Act, any person engaged
      in
      the distribution of the resale shares may not simultaneously engage in market
      making activities with respect to our common stock for a period of two business
      days prior to the commencement


    
      
         

      

      
        -20-

        
          

        

      

      
         

      

    


    of
      the
      distribution. In addition, the Selling Shareholders will be subject to
      applicable provisions of the Exchange Act and the rules and regulations
      thereunder, including Regulation M, which may limit the timing of purchases
      and
      sales of shares of our common stock by the Selling Shareholders or any other
      person. We will make copies of this prospectus available to the Selling
      Shareholders and have informed them of the need to deliver a copy of this
      prospectus to each purchaser at or prior to the time of the sale. 

     


    
      
         

      

      
        -21-

        
          

        

      

      
         

      

    


    ANNEX
      B

     

    ProElite,
      Inc.

     

    SELLING
      SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     

    The
      undersigned beneficial owner of common stock (the “Common
      Stock”),
      or
      warrants for Common Stock, of ProElite, Inc., a New Jersey corporation (the
      “Company”),
      (the
“Registrable
      Securities”)
      understands
      that the Company has filed or intends to file with the Securities and Exchange
      Commission (the “Commission”)
      a
      registration statement on Form S-1 (or such other form as may be appropriate)
      (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of June 29, 2007 (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement. 

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus. 

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     


    
      
         

      

      
        -22-

        
          

        

      

      
         

      

    


    QUESTIONNAIRE

     

    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate: 

     

    
      	
              1.

            	
              Name.

            
	 	 	 
	 	
              (a)

            	
              Full
                Legal Name of Selling Securityholder

            
	 	 	     

	 	 	 
	
            	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            
	 	 	   

	 	 	 
	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the questionnaire):

            
	 	 	   

	 	 
	
              2.

            	
              Address
                for Notices to Selling Securityholder:

               

              Telephone: 
                ______________________________________________________________________________________________________________________

              Fax:
                ____________________________________________________________________________________________________________________________

              Contact
                Person:
                ___________________________________________________________________________________________________________________

            
	 	 
	
              3.

            	
              Beneficial
                Ownership of Registrable Securities: 

            
	 	 	 
	 	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially
                owned:

            
	 	 	   

	 	 	   

	 	 	   

	 	 
	
              4.

            	
              Broker-Dealer
                Status:

            
	
            	
              (a)

            	
              Are
                you a broker-dealer?

            
	 	 	 	 	 	 
	
            	
            	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 
	 	 	
              Note: If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      
         

      

      
        -23-

        
          

        

      

      
         

      

    

     

    
      	
            	
              (b)

            	
              Are
                you an affiliate of a broker-dealer?

            
	
            	
            	
            	
            	
            	
            
	
            	
            	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	
            	
              (c)

               

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable Securities?

            
	
            	
            	
            	
            	
            	
            
	
            	
            	
              Yes

            	
               ̈

            	
              No

            	
               ̈

            
	 	 	 
	
              5.

            	
            	
              Beneficial
                Ownership of Other Securities of the Company Owned by the Selling
                Securityholder.

            
	
            	
            	
            
	 	 	
              Except
                as set forth below in this Item 5, the undersigned is not the beneficial
                or registered owner of any securities of the Company other than the
                Registrable Securities listed above in Item 3.

            
	
            	
            	
            
	
            	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            
	 	 	  

	
            	
            	    

	 	 	 
	
              6.

            	 	
              Relationship
                with the Company:

            
	
            	
            	
            
	
            	
            	
              Except
                as set forth below, neither the undersigned nor any of its affiliates,
                officers, directors or principal equity holders (owners of 5% of
                more of
                the equity securities of the undersigned) has held any position or
                office
                or has had any other material relationship with the Company (or its
                predecessors or affiliates) during the past three years. State any
                exceptions here:

            
	
            	
            	
            
	
            	
            	
              State
                any exceptions here:

            
	 	 	  

	 	 	  



    

    


    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective. 

     


    
      
         

      

      
        -24-

        
          

        

      

      
         

      

    


    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 6 and the inclusion of such
      information in the Registration Statement and the related prospectus. The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus. 

     

    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent. 

     

    


    
      	
              Dated: ________________

            	
              Beneficial
                Owner

               

               

              By:

              
                

              

              Name:

              Title:

            


    

    


    


    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND

    QUESTIONNAIRE,
      AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

     

    
      
         

      

        -25-