SECOND
      AMENDED AND RESTATED SERVICES LOANOUT AGREEMENT

     

    THIS
      AMENDED AND RESTATED SERVICES LOANOUT AGREEMENT (this “Agreement”),
      dated
      as of July 22, 2008, (the “Effective
      Date”)
      is
      entered into between ProElite, Inc., a New Jersey corporation (the “Company”),
      and
      Legacy of Life Entertainment, Inc. (“Legacy”).

     

    RECITALS

     

    WHEREAS,
      pursuant to a Services Loanout Agreement dated as of October 3, 2006 (the
“Initial Agreement”) between Legacy and Real Sport, Inc., the predecessor to the
      Company, the Company employed Douglas DeLuca (“DeLuca”) through Legacy as its
      Chief Executive Officer.

     

    WHEREAS,
      pursuant to the Amended and Restated Services Loanout Agreement dated March
      3,
      2008 (the “First Amended and Restated Services Loanout Agreement”) between
      Company, Legacy and DeLuca (collectively, the “Parties”), the Initial Agreement
      was amended and restated in a manner whereby DeLuca ended his employment as
      Chief Executive Officer and Deluca then served Company through Legacy as its
      Chief Strategy Officer and Executive Chairman of its Board of Directors.


     

    WHEREAS,
      the Parties mutually desire to hereby amend, restate and revise the First
      Amended and Restated Services Loanout Agreement to set forth the manner in
      which
      DeLuca will end his employment as Chief Strategy Officer and resign from his
      position as Executive Chairman of its Board of Directors of Company and serve
      as
      a consultant to Company as defined below.

     

    NOW,
      THEREORE, in consideration of the foregoing and the mutual promises and
      covenants set forth in this Agreement, the sufficiency of which is hereby
      acknowledged, the Parties mutually agree as follows:

     

    AGREEMENT

     

    ARTICLE
      I

     

    EFFECT
      ON THE FIRST AMENDED AND RESTATED SERVICES LOANOUT

    AGREEMENT

     

    The
      Parties hereby agree that the First Amendment and Restated Services Loanout
      Agreement is hereby terminated and replaced in its entirety with this
      Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    CONSULTING
      ENGAGEMENT; TERMS; AND SERVICES

     

    2.1 Engagement
      and Duties.
      Subject
      to the other terms and conditions set forth herein, on the Effective Date,
      the
      Company hereby engages DeLuca (“Consultant”) through Legacy as a consultant to
      Company to provide consulting services. In his role as consultant, DeLuca shall
      report to the Chief Executive Officer of Company and shall (a) advise Company
      in
      matters pertaining to its business, operations and industry, and Consultant;
      (b)
      oversee strategic initiatives, including conceiving, planning and implementing
      strategic alliances, acquisitions and dispositions; (c) lead the Company’s
      external relations, including public relations, media, and Investor Relations,
      including investor presentations; (d) lead the Company’s international expansion
      and global brand strategies, and (e) lead the development and execution of
      sponsorship and media relationships. In connection with his duties, DeLuca
      shall
      work from outside of the Company’s offices in Los Angeles, California and shall
      have access to the Company’s resources, including its senior officers, it being
      understood, however, that the Company’s Chief Executive Officer has budgetary
      and financial responsibility for all such resources. Company shall continue
      to
      employ DeLuca’s current administrative assistant (“Assistant”) for the purpose
      of providing services for DeLuca from a location outside of Company’s office as
      determined by DeLuca through December 31, 2008 or until the date of resignation
      of Assistant, whichever is sooner. Should DeLuca’s current Assistant resign
      prior to December 31, 2008, Company will provide a replacement assistant under
      the same or similar terms and conditions through December 31, 2008. DeLuca
      shall
      use his best efforts and abilities to faithfully and diligently perform his
      services hereunder, it being understood, however, that DeLuca may continue
      to
      provide services as co-executive producer of Jimmy
      Kimmel Live!.
      

     

    2.1.1 Neither
      Legacy nor DeLuca shall, directly or indirectly, either as an employee,
      employer, consultant, agent, investor, principal, partner, stockholder (except
      as the holder of less than 1% of the issued and outstanding stock of a publicly
      held corporation), corporate officer or director, or in any other individual
      or
      representative capacity, engage or participate in any business that is in
      competition in any manner whatsoever with the business of the Company at the
      time in question. Subject to the foregoing prohibition and provided such
      services or investments do not violate any applicable law, regulation or order,
      or interfere in any way with the faithful and diligent performance by DeLuca
      of
      the services to the Company otherwise required or contemplated by this
      Agreement, the Company expressly acknowledges that DeLuca may:

     

    (a) make
      and
      manage personal business matters of DeLuca’s choice without consulting the Chief
      Executive Officer; and

     

    (b) serve
      in
      any capacity with any non-profit civic, educational or charitable organization
      without consulting the Chief Executive Officer.

     

    2.2 Covenants
      of Legacy

     

    2.2.1 Reports.
      Legacy
      shall cause DeLuca to use his best efforts and skills to truthfully, accurately,
      and promptly make, maintain, and preserve all records and reports that the
      Company may, from time to time, request or require, fully account for all money,
      records, equipment, materials, or other property belonging to the Company of
      which he may have custody, and promptly pay and deliver the same whenever he
      may
      be directed to do so by the CEO.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2.2.2 Rules
      and Regulations.
      Legacy
      and the DeLuca shall obey all rules, regulations and special instructions of
      the
      Company and all other rules, regulations, guides, handbooks, procedures,
      policies and special instructions applicable to the Company’s business in
      connection with his duties hereunder. 

     

    2.2.3 Opportunities.
      Legacy
      shall cause DeLuca to make all business opportunities of which he becomes aware
      that are relevant to the Company’s business available to the Company, and to no
      other person or entity or to himself individually.

     

    2.3 Covenants
      of Company

     

    2.3.1 DeLuca
      shall have the opportunity to review and comment on the text of the 8-K Report
      filed and any press release issued by the Company regarding DeLuca’s resignation
      as Chief Strategy Officer and Executive Chairman with final approval at the
      discretion of the Board.

     

    2.3.2 The
      Board
      shall adopt a resolution ratifying all corporate actions taken by DeLuca as
      an
      officer and/or director of the Company and its subsidiaries and confirming
      availability of D&O coverage.

     

    ARTICLE
      III

     

    COMPENSATION

     

    3.1 Base
      Salary.
      During
      the Term (as hereinafter defined), for all services rendered by DeLuca
      hereunder, the Company shall pay, and DeLuca shall accept, as compensation,
      an
      annual base salary of $210,000 per year (“Base
      Salary”),
      payable in accordance with the normal payroll practices of the Company.


     

    3.2 Company
      Shares.
      DeLuca
      has received 4,500,000 shares of ProElite, Inc. (“ProElite”)
      Common
      Stock (the “ProElite
      Shares”)
      as
      part of the initial Company financing. Upon the execution of this agreement,
      the
      Company shall vest all unvested shares.

     

    3.3 Health
      Benefits. DeLuca shall be able to continue his health insurance benefits,
      including medical, dental and vision as set forth under the COBRA. The Company
      shall pay the full COBRA monthly premiums through December 31,
      2009.

     

    3.4 Expenses.
      DeLuca
      will be reimbursed within ten (10) days for all reasonable, out-of-pocket
      business expenses incurred in the performance of his duties on behalf of the
      Company consistent with the Company’s policies and procedures, including prior
      approval requirements and submission of appropriate supporting documentation.
      Notwithstanding the foregoing, DeLuca shall be entitled to “first” class travel
      accommodations for domestic travel and “business” class travel accommodations
      for international travel. DeLuca shall be promptly reimbursed for his reasonable
      legal fees and expenses incurred in connection with this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.5 Bonus.
      DeLuca
      shall receive a bonus of $50,000 upon the execution of this Agreement and
      receipt of DeLuca’s letters confirming resignation of his positions as Chief
      Strategy Officer and Executive Chairman of its Board of Directors of
      Company.

     

    3.6 Event
      Tickets.
      From
      the Effective Date and moving forward, Company shall use best efforts to provide
      DeLuca with four (4) tickets within the first two rows of each live ProElite
      Event at no cost to DeLuca throughout the Term.

     

    ARTICLE
      IV

     

    TERMINATION
      OF ENGAGEMENT

     

    4.1 Term
      of Services.

     

    DeLuca’s
      engagement pursuant to this Agreement shall terminate on the earliest to occur
      of the following:

     

    (a) September
      30, 2009;

     

    (b) upon
      the
      death of DeLuca (“Death”);

     

    (c) upon
      the
      delivery to DeLuca of written notice of termination by the Company if DeLuca
      shall suffer a physical or mental disability or illness which renders DeLuca,
      in
      the reasonable judgment of the Board, unable to perform his duties and
      obligations under this Agreement for either 60 consecutive days or 180 days
      in
      any 12-month period (“Disability”); 

     

    (d) upon
      delivery to DeLuca of written notice of termination by the Company For
      Cause;
      or

     

    (e) upon
      the
      delivery to Company from DeLuca of written notice of termination for Good
      Reason.

     

    (f) Upon
      delivery to Company from DeLuca of written notice of termination

     

    4.2 Certain
      Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings:

     

    4.2.1 “For
      Cause”
shall
      mean, in the context of a basis for termination of DeLuca’s services with the
      Company:

     

    (i) DeLuca
      is
convicted
      of, or pleas nolo
      contendere
      (no
      contest) to, any crime (whether or not involving the Company) constituting
      a
      felony in the jurisdiction involved;

     

    (ii) DeLuca’s
      willful misconduct in the performance of DeLuca’s services
      hereunder;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iii) DeLuca’s
      gross negligence in the performance of his services hereunder or willful and
      repeated failure or refusal to perform such services as may be delegated to
      DeLuca by Company commensurate with his position; or

     

    (iv) DeLuca
      is
      in material breach of this Agreement. 

     

    


     

    With
      respect to subsections 4.2.1(ii), (iii) and (iv), the Company shall provide
      written notice to DeLuca of any such event with exact details of the claimed
      event, and DeLuca shall have thirty (30) calendar days from the date of receipt
      of such written notice to prove such claim to be in error or to cure any such
      event and to meet with the Board for that purpose. 

     

    4.2.2 “Good
      Reason”
giving
      rise to DeLuca’s right to terminate this Agreement means if
      DeLuca
      claims that Company has materially breached this Agreement or has committed
      material fraud, DeLuca shall have first provided written notice to Company
      of
      any such claimed material breach or commission with exact details of the claimed
      material breach or commission and Company shall have had thirty (30) days from
      the date of receipt of such written notice to prove such claim to be in error
      or
      to cure any such breach; if curable, and in the event Company does so cure
      such
      breach within said thirty (30) days, such claimed breach shall not constitute
      Good Reason or a breach of this Agreement.  

     

    4.3 Effect
      of Termination

     

    4.3.1 In
      the
      event that this Agreement is terminated by the Company without Cause or by
      DeLuca for Good Reason, DeLuca shall be entitled to any unpaid Base Salary
      for
      the remaining period through September 30, 2009, to be promptly paid in one
      lump
      sum.

     

    4.3.2 DeLuca
      shall have no obligation to offset any payments he receives from the Company
      following the termination of his services by any payments he receives from
      his
      subsequent employer

     

    4.3.3 In
      the
      event the Agreement is terminated by DeLuca pursuant to 4.1 (f), DeLuca shall
      not receive further compensation for the remaining period through September
      30,
      2009.

     

    4.4 Change
      in Control.
      In the
      event of a “Change in Control,” as defined below, (i) Legacy shall have the
      right to terminate this Agreement, and (ii) upon Legacy’s written notice to the
      Company of its intent to terminate, this Agreement will be terminated fourteen
      (14) days after receipt of such notice and the Company and Legacy shall have
      no
      further obligation or duties to each other except that Company shall be
      obligated to pay DeLuca the remaining unpaid balance of his Base Salary due
      under paragraph 3.1 above.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.4.1 For
      purposes of this Agreement a “Change in Control” shall mean and be determined to
      have occurred if (A) any person (“Person”) (as such term is used in Sections
      13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended) (the
      “Exchange Act”) is or becomes the beneficial owner (“Beneficial Owner”) (as
      defined in Rule 13d-3 promulgated under the Exchange Act), directly or
      indirectly, of securities of the Company representing more than fifty percent
      (50 %) of the combined voting power of the then outstanding securities of the
      Company; (B) the sale or other disposition by merger or business combination
      of
      all or substantially all the assets of the Company in a single or series of
      related transactions, (C) during any period of two (2) years, a majority of
      the
      members of the Board is replaced by directors who were not nominated and
      approved by the Board; or (D) the Company is combined with or acquired by
      another company and the Board shall have determined, either before such event
      or
      thereafter, by resolution, that a Change in Control will occur or has
      occurred.

     

    ARTICLE
      V

     

    INVENTIONS
      AND TRADEMARK; CONFIDENTIAL INFORMATION; NON-

    DISCLOSURE;
      UNFAIR COMPETITION; CONFLICT OF INTEREST

     

    5.1 Inventions
      and Trademark.
      All
      ideas, inventions, trademarks, proprietary information, know-how, processes
      and
      other developments or improvements developed by DeLuca, alone or with others,
      during the Term, that are within the scope of Company’s business operations or
      that relate to Company’s work or projects, are the exclusive property of
      Company. In that regard, Legacy and DeLuca agree to disclose promptly to Company
      any and all inventions, discoveries, trademarks, proprietary information,
      know-how, processes or improvements, patentable or otherwise, that it and/or
      he
      may make from the beginning of DeLuca’s services until the termination thereof,
      that relate to the business of Company, whether such is made solely or jointly
      with others. Legacy and DeLuca further agree that, during the Term, it and
      he
      will provide Company with a reasonable level of assistance, at Company’s sole
      option and expense, to obtain patents in the United States of America, or
      elsewhere on any such ideas, inventions, trademarks and other developments,
      and
      agrees to execute all documents necessary to obtain such patents in the name
      of
      Company.

     

    5.2 Confidential
      Information.
      Legacy
      shall hold and keep confidential for the benefit of Company all secret or
      confidential information, files, documents other media in which confidential
      information is contained, knowledge or data (collectively the “Confidential
      Information”) relating to Company or any of its affiliated companies, and their
      respective businesses, which shall have been obtained by Legacy and/or DeLuca
      during DeLuca’s engagement by Company or any of its affiliated companies.
      Confidential Information does not include information that is already public
      knowledge at the time of disclosure (other than by acts by DeLuca or his
      representatives in violation of this Agreement) or that is provided to DeLuca
      by
      a third party without an obligation with Company to maintain the confidentiality
      of such information. After termination of DeLuca’s consulting services with
      Company, he shall not, without the prior written consent of Company, or as
      may
      otherwise be required by law or legal process, communicate or divulge any
      Confidential Information to anyone other than Company and those designated
      by
      it. Legacy and DeLuca shall acknowledge that all confidential documents are
      and
      shall remain the sole and exclusive property of Company regardless of who
      originally acquired the confidential documents. Legacy and DeLuca agree to
      return to Company promptly upon the expiration or termination of his services
      or
      at any other time when requested by Company, any and all property of Company,
      including, but not limited to, all confidential documents and copies thereof
      in
      his possession or control. Any loss resulting from a breach of the foregoing
      obligations by Legacy and/or DeLuca to protect the Confidential Information
      could not be reasonably or adequately compensated in damages in an action at
      law. Therefore, in addition to other remedies provided by law or this Agreement,
      Company shall have the right to obtain injunctive relief, in the appropriate
      court, at any time, against the dissemination by Legacy and/or DeLuca of the
      Confidential Information, or the use of such information by Legacy and/or DeLuca
      in violation hereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.2.1 Restriction
      on Use of Confidential/Trade Secret Information.
      DeLuca
      agrees that his use of confidential/trade secret information is subject to
      the
      following restrictions for an indefinite period of time so long as the
      confidential/trade secret information has not become generally known to the
      public:

     

    
      	 	
              (a)

            	
              Non-Disclosure.
                DeLuca agrees that he will not publish or disclose, or allow to be
                published or disclosed, confidential/trade secret information to
                any
                person without the prior written authorization of the Company unless
                pursuant to DeLuca’s responsibilities to the Company under this
                Agreement.

            


    

     

    
      	 	
              (b)

            	
              Non-Removal/Surrender.
                DeLuca agrees that he will not remove any confidential/trade secret
                information from the offices of the Company or the premises of any
                facility in which the Company is performing services, except pursuant
                to
                his duties under this Agreement. DeLuca further agrees that he shall
                surrender to the Company all documents and materials in his possession
                or
                control which contain confidential/trade secret information and which
                are
                the property of the Company upon the termination of this Agreement,
                and
                that he shall not thereafter retain any copies of any such
                materials.

            


    

     

    5.2.2 Non-Solicitation
      of Customers/Prohibition Against Unfair Competition.
      DeLuca
      agrees that at no time after his services terminate with the Company will he
      engage in competition with the Company while making any use of the Company’s
      confidential/trade secret information. DeLuca agrees that he will not directly
      or indirectly accept or solicit, whether as an employee, independent contractor
      or in any other capacity, the business of any customer of the Company with
      whom
      DeLuca worked or otherwise had access to the Company’s confidential/trade secret
      information pertaining to its business with that customer during the last year
      of his engagement with the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    5.3 Non-Solicitation
      During Engagement.
      DeLuca
      shall not during his consulting agreement inappropriately interfere with the
      Company’s business relationship with its customers or suppliers or solicit any
      of the employees of the Company to leave the employ of the Company.

     

    5.4 Non-Solicitation
      of DeLuca.
      DeLuca
      agrees that, for one year following the termination of his consulting agreement,
      he shall not, directly or indirectly, ask or encourage any of the Company’s
      employees to leave their employment with the Company or solicit any of the
      Company’s employees for employment.

     

    5.5 Breach
      of Provisions.
      If the
      DeLuca breaches any of the provisions of this Section 5, or in the event
      that any such breach is threatened by the DeLuca, in addition to and without
      limiting or waiving any other remedies available to the Company at law or in
      equity, the Company shall be entitled to immediate injunctive relief in any
      court, domestic or foreign, having the capacity to grant such relief, to
      restrain any such breach or threatened breach and to enforce the provisions
      of
      this Section 5. 

     

    5.6 Reasonable
      Restrictions.
      The
      parties acknowledge that the foregoing restrictions, as well as the duration
      and
      the territorial scope thereof as set forth in this Section 5, are under all
      of the circumstances reasonable and necessary for the protection of the Company
      and its business.

     

    5.7 Definition.
      For
      purposes of this section 5, the term “Company”
shall
      be deemed to include any parent, subsidiary or affiliate of the
      Company.

     

    ARTICLE
      VI

    MISCELLANEOUS

     

    6.1 Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective legal representatives, heirs, distributees, successors and
      assigns. Neither Legacy nor DeLuca may assign any of its or his rights and
      obligations under this Agreement. The Company may assign its rights and
      obligations under this Agreement to any successor entity. 

     

    6.2 Indemnification.
      The
      Company shall indemnify, defend and hold harmless Legacy and DeLuca to the
      fullest extent permitted by law from any and all actions, complaints, disputes,
      arbitrations, investigations, guarantees, including but not limited to personal
      guarantees of loans or any other obligation or any other guaranty or the like
      signed by Consultant on behalf of the Company, or any other proceedings of
      any
      kind whatsoever, or threats thereof (“Claims”) and any and all damages, losses,
      expenses (including without limitation reasonable attorneys’ fees, disbursements
      and other charges of counsel incurred by Consultant and selected by Company)
      or
      other liabilities, contingent or otherwise, of any kind whatsoever arising
      from
      or relating to any aspect of Legacy’s or DeLuca’s relationship with the Company
      and/or with regard to any personal guaranty signed by Legacy or DeLuca on behalf
      of the Company, and any current or future subsidiary or affiliates, the
      performance of any of DeLuca’s duties hereunder, or otherwise arising from or
      relating to any aspect of Legacy’s or DeLuca’s relationship with the Company and
      any current or future subsidiary or affiliates, the performance of any of
      DeLuca’s duties hereunder, or otherwise arising from or relating to any action
      or inaction of DeLuca while serving as an officer or director of the Company
      or,
      if applicable, as an officer or director of the Company, or, if applicable,
      as
      an officer or director of any other entity or as a fiduciary of any benefit
      plan, including without limitation any personal liability of any kind under
      any
      law, rule, regulation, agreement or understanding applicable to the Company
      and
      the persons who serve as officers and directors thereof or any subsidiary or
      affiliate thereof, in all cases relating to matters occurring after October
      3,
      2006, during the Term or thereafter unless a result of DeLuca’s gross negligence
      or willful misconduct. The Company shall cover the DeLuca under general
      liability insurance, errors and omissions insurance (if any) and any other
      Company insurance, both during and, while potential liability exists, after
      the
      Term in the same amount and to the same extent as the Company covers its other
      officers and directors and will make available to DeLuca any certificates of
      the
      foregoing.

     

    
      
        
        

      

      
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    6.3 Notices.
      Any
      notice provided for herein shall be in writing and shall be deemed to have
      been
      given or made (a) when personally delivered or (b) when sent by
      telecopier and confirmed within 48 hours by letter mailed or delivered to the
      party to be notified at its or his/hers address set forth herein; or three
      days
      after being sent by registered or certified mail, return receipt requested,
      (or
      by equivalent currier with delivery documentation such as FEDEX or UPS) to
      the
      address of the other party set forth or to such other address as may be
      specified by notice given in accordance with this section 6.3:

     

    
      	
              If
                to the Company:

            	 	
              ProElite,
                Inc.

              12121
                Wilshire Boulevard, Suite1001

              Los
                Angeles, California 90025

              Telephone: (310)
                526-8700

              Facsimile: (310)
                571-0798

              Attention: Chief
                Executive Officer

            
	 	 	 
	
              If
                to Legacy:

            	 	
              Legacy
                of Life Entertainment, Inc.

              2708
                Foothill Boulevard, No. 317

              La
                Crescenta, California 91214

              Telephone: (___)_____________________
                

              Attention:
                Douglas DeLuca

               

              With
                a copy to

              Carl
                R. Klein

              Defrees
                & Fiske, LLC

              Suite
                1100

              200
                South Michigan Avenue

              Chicago,
                Illinois 60604

              Telephone:
                312-372-4000

            


    

     

    6.4 Severability.
      If any
      provision of this Agreement, or portion thereof, shall be held invalid or
      unenforceable by a court of competent jurisdiction, such invalidity or
      unenforceability shall attach only to such provision or portion thereof, and
      shall not in any manner affect or render invalid or unenforceable any other
      provision of this Agreement or portion thereof, and this Agreement shall be
      carried out as if any such invalid or unenforceable provision or portion thereof
      were not contained herein. In addition, any such invalid or unenforceable
      provision or portion thereof shall be deemed, without further action on the
      part
      of the parties hereto, modified, amended or limited to the extent necessary
      to
      render the same valid and enforceable.

     

    
      
        
        

      

      
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    6.5 Waiver.
      No
      waiver by a party hereto of a breach or default hereunder by the other party
      shall be considered valid, unless expressed in a writing signed by such first
      party, and no such waiver shall be deemed a waiver of any subsequent breach
      or
      default of the same or any other nature.

     

    6.6 Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the Parties with respect
      to
      the subject matter hereof, and supersedes any and all prior agreements between
      the Company and DeLuca, whether written or oral, relating to any or all matters
      covered by and contained or otherwise dealt with in this Agreement. This
      Agreement does not constitute a commitment of the Company with regard to
      DeLuca’s engagement, express or implied, other than to the extent expressly
      provided for herein.

     

    6.7 Amendment.
      No
      modification, change or amendment of this Agreement or any of its provisions
      shall be valid, unless in writing and signed by the party against whom such
      claimed modification, change or amendment is sought to be enforced.

     

    6.8 Authority.
      The
      Parties each represent and warrant that it or he has the power, authority and
      right to enter into this Agreement and to carry out and perform the terms,
      covenants and conditions hereof.

     

    6.9 Attorneys’
      Fees.
      If
      either party hereto commences an arbitration or other action against the other
      party to enforce any of the terms hereof or because of the breach by such other
      party of any of the terms hereof, the prevailing party shall be entitled, in
      addition to any other relief granted, to all actual out-of-pocket costs and
      expenses incurred by such prevailing party in connection with such action,
      including, without limitation, all reasonable attorneys’ fees, and a right to
      such costs and expenses shall be deemed to have accrued upon the commencement
      of
      such action and shall be enforceable whether or not such action is prosecuted
      to
      judgment.

     

    6.10 Titles.
      The
      titles of the sections of this Agreement are inserted merely for convenience
      and
      ease of reference and shall not affect or modify the meaning of any of the
      terms, covenants or conditions of this Agreement.

     

    6.11 Applicable
      Law; Choice of Forum.
      This
      Agreement, and all of the rights and obligations of the parties in connection
      with the consulting relationship established hereby, shall be governed by and
      construed in accordance with the substantive laws of the State of California
      without giving effect to principles relating to conflicts of law.

     

    
      
        
        

      

      
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    6.12 Arbitration.

     

    6.12.1 Scope.
      To the
      fullest extent permitted by law, DeLuca and the Company agree to the binding
      arbitration of any and all controversies, claims or disputes between them
      arising out of or in any way related to this Agreement, the consulting
      relationship between the Company and DeLuca and any disputes upon termination
      of
      the engagement, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law. For the purpose
      of
      this agreement to arbitrate, references to “Company” include all parent,
      subsidiary or related entities and their employees, supervisors, officers,
      directors, agents, pension or benefit plans, pension or benefit plan sponsors,
      fiduciaries, administrators, affiliates and all successors and assigns of any
      of
      them, and this agreement to arbitrate shall apply to them to the extent DeLuca’s
      claims arise out of or relate to their actions on behalf of the
      Company.

     

    6.12.2 Arbitration
      Procedure.
      To
      commence any such arbitration proceeding, the party commencing the arbitration
      must provide the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims. In no event shall this notice for arbitration be
      made
      after the date when institution of legal or equitable proceedings based on
      such
      claims would be barred by the applicable statute of limitations. The arbitration
      will be conducted in Los Angeles, California, by a single neutral arbitrator
      and
      in accordance with the then-current rules for resolution of consultant disputes
      of the American Arbitration Association (“AAA”).
      The
      Arbitrator is to be selected by the mutual agreement of the Parties. If the
      Parties cannot agree, the Superior Court will select the arbitrator. The parties
      are entitled to representation by an attorney or other representative of their
      choosing. The arbitrator shall have the power to enter any award that could
      be
      entered by a judge of the trial court of the State of California, and only
      such
      power, and shall follow the law. The award shall be binding and the Parties
      agree to abide by and perform any award rendered by the arbitrator. The
      arbitrator shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based. Judgment on the award
      may
      be entered in any court having jurisdiction thereof. The Company shall bear
      the
      costs of the arbitration filing and hearing fees and the cost of the
      arbitrator.

     

    6.13 This
      Agreement shall not be terminated by any voluntary or involuntary dissolution
      of
      the Company resulting from either a merger or consolidation in which the Company
      is not the consolidated or surviving corporation, or a transfer of all or
      substantially all of the assets of the Company. In the event of any such merger
      or consolidation or transfer of assets, DeLuca’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.

     

    
      
        
        

      

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

    


    
      	
              Legacy
                of Life Entertainment, Inc., a California corporation 

            	 	
              ProElite,
                Inc., a New Jersey corporation 

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Doug DeLuca

            	 	
              By:

            	
              /s/
                Charles Champion

            
	 	
              Name:
                Douglas DeLuca

              Title:
                President

            	 	 	
              Name:
                Charles Champion

              Title:
                Chief Executive Officer

            


    


    
      
        
        

      

      
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    ACKNOWLEDGEMENT
      OF LOANOUT

    


    As
      an
      inducement to you to enter into the Second Amended and Restated Services Loanout
      Agreement (“Agreement”), dated as of July 22, 2008 between ProElite, Inc. and
      Legacy of Life Entertainment, Inc. (“Lender”) (with all terms used herein having
      the same meaning as such terms are defined in the Agreement), and as a material
      part of the consideration moving to you for so doing, the undersigned hereby
      represents, warrants and agrees as follows:

     

    (i) That
      the
      undersigned has heretofore entered into an agreement (“Engagement Agreement”)
      with Lender covering the rendition of the undersigned’s services for Lender, and
      that Lender has the right and authority to enter into the Agreement and to
      furnish to you the rights and services of the undersigned upon the terms and
      conditions therein specified.

     

    (ii) That
      the
      undersigned is familiar with each and all of the terms, covenants and conditions
      of the Agreement and hereby consents to the execution thereof; that the
      undersigned will be bound by and will duly observe, perform and comply with
      each
      and all of the terms, covenants and conditions of the Agreement on the part
      of
      the undersigned to be performed and complied with, even if the Agreement should
      hereafter expire, be terminated (whether by Lender or the undersigned) or
      suspended; that the undersigned shall render to you all of the services which
      are to be rendered by the undersigned pursuant to the Agreement even if Lender
      shall be dissolved or should otherwise cease to exist; and that the undersigned
      hereby confirms that there have been granted to Lender all of the rights granted
      by Lender to you under the Agreement.

     

    (iii) That
      the
      undersigned is under no obligation or disability by law or otherwise which
      would
      prevent or restrict the undersigned from performing and complying with all
      of
      the terms, covenants and conditions of the Agreement on the part of the
      undersigned to be performed or complied with.

     

    (iv) That
      the
      undersigned will look solely to Lender or its associated or subsidiary companies
      and not to you for all compensation and other remuneration for any and all
      services and rights which the undersigned may render and grant to you under
      the
      Agreement.

     

    (v) That
      you
      shall be entitled to equitable relief against the undersigned by injunction
      or
      otherwise to restrain, enjoin and/or prevent the violation or breach by the
      undersigned of any obligation of the undersigned to be performed as provided
      in
      the Agreement, and/or the violation or breach by the undersigned of any
      obligations or agreements under this present instrument. You shall have all
      rights and remedies against the undersigned which you would have if the
      undersigned were your direct employee under the Agreement and you shall not
      be
      required to first resort to or exhaust any rights or remedies which you may
      have
      against the Lender before exercising your rights and remedies against the
      undersigned.

     

    
      
        
        

      

      
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    (vi) That
      the
      undersigned will indemnify and hold you, your employees, officers and assigns
      harmless from and against any and all taxes which you may have to pay and any
      and all liabilities (including judgments, penalties, interest, damages, costs
      and expenses including reasonable attorneys’ fees, whether or not litigation is
      actually commenced) which may be obtained against, imposed or suffered by you
      or
      which you may incur by reason of your failure to deduct and withhold from the
      compensation payable under the Agreement any amounts required or permitted
      to be
      deducted and withheld from the compensation of an employee under the provisions
      of the Federal and California Income Tax acts, the Federal Social Security
      Act,
      the California Unemployment Insurance Act and/or any amendments thereof and/or
      any other statutes or regulations heretofore or hereafter enacted requiring
      the
      withholding of any amount from the compensation of an employee.

     

    (vii) That
      the
      undersigned will not amend or modify the Engagement Agreement with Lender in
      any
      particular manner that would prevent or interfere with the performance of the
      undersigned’s services for you or the use and ownership of the results and
      proceeds thereof, pursuant to the Agreement.

     

    
      	
              /s/
                Doug DeLuca 

            
	
              Douglas
                DeLuca

            


    

     

    
      
        
        

      

      
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