WAIVER
      AND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

     

    This
      Waiver and Amendment to the Registration Rights Agreement (“Amendment”)
      is
      dated as of June 27, 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.

     

    RECITALS

     

    A.    Holders
      and the Company have entered into that certain Registration Rights Agreement
      dated as of October 3, 2006 (the “Registration
      Rights Agreement”)
      pursuant to which the Company agreed to prepare
      and file with the Securities and Exchange Commission (the “Commission”)
      a
      Registration Statement covering the resale of the Registrable Securities on
      such
      Filing Date for an offering to be made on a continuous basis pursuant to Rule
      415 (the “Registration
      Statement”).

     

    B.    The
      Registration Statement filed by the Company on January 12, 2007 and declared
      effective by the Securities and Exchange Commission on May 14, 2007, did not
      include the shares of common stock issuable upon exercise of the Warrants,
      Bridge Warrants and the Placement Agent Warrants.

     

    C.    The
      Company plans to offer a minimum of 3,571,428 units ($25 million) and up to
      8,571,428 units ($60 million) in a private placement offering, each unit
      consisting of one share of common stock and one-half of a five-year warrant
      to
      purchase one share of common stock at a per share exercise price of $7.00 per
      share (the “2007
      Offering”).
      

     

    D.    The
      Company will file a registration statement on Form S-1 or such other form as
      may
      be appropriate in connection with the 2007 Offering, which shall also cover
      the
      remaining Registrable Securities (the “2007
      Registration Statement”).

     

    E.    The
      Company, Purchasers and Hunter desire to waive all and any liquidated damage
      payments owed to the Purchasers and Hunter under Section 2 of the Registration
      Rights Agreement.

     

    Capitalized
      terms used and not otherwise defined shall have the meanings given such terms
      in
      the Registration Rights Agreement.

     

    AGREEMENTS

     

    NOW,
      THEREFORE, in consideration of their respective promises contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged by the parties, the Company, Purchasers and Hunter hereby
      agree as follows:

     

    1.    The
      Company
      shall register the remaining Registrable Securities within 45 days of the
      closing of the 2007 Offering. 

     

    2.    The
      Company shall include the remaining Registrable Securities in the 2007
      Registration Statement.

     

    3.    The
      Purchasers and Hunter hereby waive and release the Company from any damages
      or
      losses suffered or liquidated damages arising from any failure by the Company
      to
      file a Registration Statement or have the Registration Statement declared
      effective.

    


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

    


    (Signature
      Pages Follow)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

        IN
      WITNESS
      WHEREOF, the Parties have accepted and agreed to this Amendment of the
      Agreement, and have executed this Amendment as of the day and year first above
      written.

     

     

    
      	
              ProElite,
                Inc.

               

              By:   
                 /s/
                Douglas
                DeLuca                                 
                           
                

              Name:     
                Douglas
                DeLuc                                        
                     

              Its:    Chief
                Executive
                Officer                         
                       

            	
              Hunter
                World Markets, Inc.

               

              By: 
                /s/
                Todd M.
                Ficeto                                         

              Name: 
                Todd
                M.
                Ficeto                                      
                    

              Its:       
                President                                                    
                

            
	
               

               

              Absolute
                Activist Value Fund

               

              By:    
                /s/
                Florian
                Homm                                                  
                

              Name:     
                Florian
                Homm                                             
                     

              Its:    Chief
                Investment
                Officer                           
                    

            	
               

               

              Absolute
                Large Cap Fund

               

              By:    
                /s/
                Florian
                Homm                                         
                

              Name:     
                Florian
                Homm                                         
                

              Its:    Chief
                Investment
                Officer                      

            
	
               

               

              European
                Catalyst Fund

               

              By:    
                /s/
                Florian
                Homm                                                  

              Name:     
                Florian
                Homm                                                  

              Its:    Chief
                Investment
                Officer                               

            	
               

               

              Absolute
                Octane Fund

               

              By:    
                /s/
                Florian
                Homm                                          
                

              Name:     
                Florian
                Homm                                          
                

              Its:    Chief
                Investment
                Officer                       
                

            
	
               

               

              Absolute
                East West Fund

               

              By:    
                /s/
                Florian
                Homm                                                  

              Name:      Florian
                Homm                                                  

              Its:    Chief
                Investment
                Officer                              
                

            	
               

               

              Absolute
                Return Europe Fund

               

              By:     /s/
                Florian
                Homm                                
                         

              Name:      Florian
                Homm                                
                         

              Its:    Chief
                Investment
                Officer