AMENDED
      AND RESTATED CONSULTING AGREEMENT

    


    This
      AMENDED AND RESTATED CONSULTING AGREEMENT (“Agreement”) is entered into as of
      July 15, 2008 by and between ProElite, Inc., a New Jersey corporation, with
      its
      principal office at 12121 Wilshire Boulevard, Suite1001, Los Angeles, CA 90025
      (“PEI”), Gary Shaw, an individual (“Shaw”), and Gary Shaw Productions MMA, LLC,
      a New Jersey limited liability company (“GSP” and collectively with PEI and
      Shaw, the “Parties”), with reference to the following facts:

    


    WHEREAS,
      Shaw, GSP and Real Sport, Inc., a subsidiary of PEI, entered into a Consulting
      Agreement dated as of October 3, 2006 (the “Initial Agreement”);

    


    WHEREAS,
      the Parties wish to amend and restate the Initial Agreement pursuant to which
      PEI will continue to engage Shaw’s services by retaining GSP;

    


    NOW,
      THEREFORE, PEI, GSP and Shaw desire to set forth in this Agreement the terms
      and
      conditions of the continued engagement by PEI of Shaw and GSP.

    


    ARTICLE
      I

    


    CONSULTING
      ENGAGEMENT; TERM; DUTIES

    


    1.1
       Engagement.
      Upon the terms and conditions hereinafter set forth, PEI hereby engages GSP
      and
      Shaw to provide consulting services. The services of Shaw and GSP shall include
      those services relating to the business requested in writing from time to time
      by PEI’s Chief Executive Officer or at the direction of its Board of Directors,
      including, but not limited to, the following:

    


    
      	
            	1.1.1	
              Advise
                PEI in matters pertaining to it business, operations and
                industry;

            


    

    


    
      	
            	1.1.2	
              Assist
                PEI in:

            


    

    


    
      	
            	(a)	
              business
                strategy,

            


    

    


    
      	
            	(b)	
              sponsorship
                presentations and opportunities,

            


    

    


    
      	
            	(c)	
              management
                and selection of fighters,

            


    

    


    
      	 	
              (d)
                

            	
              consultation
                re: media coverage contracts, including, but not limited to, distribution
                and licensing agreements (the
“Services”).

            


    

    


    
      	 	
              1.1.3
                

            	
              GSP
                and Shaw shall use their best efforts and abilities faithfully and
                diligently to promote PEI’s business interests and to perform the Services
                requested. 

            


    

    


    
      	 	
              1.1.4
                

            	
              For
                purposes of this Agreement, only, the business of PEI shall not include
                boxing, or the management or promotion of boxing events. The business
                of
                PEI shall include: (I) Mixed Martial Arts, and the production,
                distribution, merchandising, marketing, advertising, promotion thereof,
                (ii) online social networking and online depository for any and all
                sports
                and physical activities, (iii) maintenance, upgrade and servicing
                of PEI’s
                websites on the world wide web related to any and all sports and
                physical
                activities, (iv) online social networking technology &
                services.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2
       Covenants
      of GSP

    


    
      	 	
              1.2.1
                

            	
              Reports.
                GSP and Shaw shall use its best efforts and skills to truthfully,
                accurately, and promptly make, maintain, and preserve all records
                and
                reports that PEI may, from time to time, request or require, fully
                account
                for all money, records, equipment, materials, or other property belonging
                to PEI of which it may have custody, and promptly pay and deliver
                the same
                whenever it may be directed to do so by the
                Board.

            


    

    


    
      	 	
              1.2.2
                

            	
              Rules
                and Regulations. PEI, GSP and Shaw shall obey all rules, regulations
                and
                special instructions of PEI and all other rules, regulations, guides,
                handbooks, procedures, policies and special instructions applicable
                to
                PEI’s business in connection with their duties hereunder and shall
                endeavor to improve their ability and knowledge of PEI’s business in an
                effort to increase the value of their services for the mutual benefit
                of
                PEI, GSP, and Shaw.

            


    

    


    
      	 	
              1.2.3
                

            	
              Opportunities.
                GSP and Shaw shall make all business opportunities of which it becomes
                aware that are relevant to PEI’s business available to PEI, and to no
                other person or entity or to himself
                individually.

            


    

    


    
      	 	
              1.2.4
                

            	
              Communication
                with Media. GSP and Shaw shall not communicate with the press or
                other
                media regarding the business of PEI without prior authorization of
                the CEO
                and/or the prior written authorization of the Board of
                Directors.

            


    

    


    1.3
       Covenants
      of PEI

    


    
      	 	
              1.3.1
                

            	
              From
                its inception to the present, PEI warrants that it has to the best
                of its
                knowledge truthfully and completely filed all public disclosures
                required
                under all state and federal securities laws of the United
                States.

            


    

    


    
      	 	
              1.3.2
                

            	
              PEI
                represents and warrants that during the term of this Agreement, PEI
                shall
                use its best efforts to continue to truthfully and completely file
                all
                public disclosures required under all state and federal securities
                laws of
                the United States.

            


    

    


    
      	 	
              1.3.3
                

            	
              PEI
                shall file a Form 8-K disclosing the terms of this agreement and
                the
                resignation of Shaw as President and member of the Board of Directors
                of
                PEI.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    


    COMPENSATION

    


    
      
        2.1
          Consideration.
          During the Term (as hereinafter defined), for all services rendered
          by GSP and Shaw hereunder and all covenants and conditions undertaken by
          the
          Parties pursuant to this Agreement, PEI shall pay, as full consideration
          for the
          Services the sum of $250,000 per year beginning July 1, 2008 and ending
          September 30, 2009. This Consulting Fee shall be payable in accordance
          with the
          normal payroll practices of PEI. For purposes of this Agreement, “Year”
shall
          mean the twelve-month period beginning on October 1 and ending on September
          30
          of the following year. In addition to the compensation, PEI shall continue
          to
          reimburse Shaw for his actual out-of-pocket monthly health insurance payments.
          Shaw shall also be paid any unpaid portion of his 5% raise, retroactive
          to
          October, 2007, which payment shall be due upon any Change in Control and/or
          by
          September 30, 2009, whichever date occurs first.

      

    

    


    2.2
       Performance
      and Review. GSP and Shaw’s performance will be reviewed on no less than an
      annual basis.

    


    ARTICLE
      III

    


    TERMINATION
      OF ENGAGEMENT

    


    3.1
       Term.
      GSP’s engagement pursuant to this Agreement shall terminate on the earliest to
      occur of the following:

    


    
      	
            	3.1.1	
              September
                30, 2009;

            


    

    


    
      	
            	3.1.2	
              upon
                the death of Shaw (“Death”);

            


    

    


    
      	 	
              3.1.3
                

            	
              upon
                the delivery to GSP of written notice of termination by PEI if Shaw
                shall
                suffer a physical or mental disability or illness which renders Shaw,
                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”);

            


    

    


    
      	 	
              3.1.4
                

            	
              upon
                delivery to GSP of written notice of termination by PEI for Cause;
                or

            


    

    


    
      	 	
              3.1.5
                

            	
              upon
                the delivery to PEI from GSP of written notice of termination.
                

            


    

    


    3.2
       Certain
      Definitions. For purposes of this Agreement, the following terms shall have
      the
      following meanings:

    


    
      	 	
              3.2.1
                

            	
              “For
                Cause” shall mean, in the context of a basis for termination of GSP’s
                engagement by PEI, that:

            


    

    


    
      	 	
              (a)
                

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

            


    

    


    
      	 	
              (b)
                

            	
              GSP’s
                or Shaw’s willful misconduct in the performance of the duties
                hereunder;

            


    

    


    
      	 	
              (c)
                

            	
              GSP’s
                or Shaw’s gross negligence in the performance of its or his duties
                hereunder or willful and repeated failure or refusal to perform such
                duties as may be delegated to GSP by PEI;
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	(d)	
              GSP
                and/or Shaw is in material breach of this
                Agreement.

            


    

    


    With
      respect to subsections 3.2.1(a), (b) and (c), PEI shall provide written notice
      to GSP and Shaw of any such event with exact details of the claimed event,
      and
      GSP and Shaw 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.

    


    3.3
       “Good
      Reason” giving rise to GSP’s right to terminate this Agreement means if GSP
      claims that PEI has materially breached this Agreement, or has committed
      material fraud. “Good Reason” shall also include the failure of PEI to pay any
      sums due and owing to GSP or Shaw or the suspension of business operations
      of
      PEI. GSP shall have first provided written notice to PEI of any such claimed
      material breach or commission with exact details of the claimed material breach
      and PEI 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 PEI does so cure such breach within said thirty (30)
      days, such claimed breach shall not constitute Good Reason or a breach of this
      Agreement.

    


    3.3.1 Effect
      of
      Termination.

    


    
      	 	
              (a)
                

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

            


    

    


    
      	 	
              (b)
                

            	
              In
                the event this Agreement is terminated by GSP or Shaw pursuant to
                3.1.5,
                neither will receive further compensation for the remaining period
                through
                September 30, 2009.

            


    

    


    
      	 	
              (c)
                

            	
              Shaw
                shall have no obligation to offset any payments he receives from
                PEI
                following the termination of this Agreement by any payments he receives
                from a subsequent employer.

            


    

    


    3.4
       Change
      in
      Control. In the event of a “Change in Control,” as defined below, (I) GSP shall
      have the right to terminate this Agreement, (ii) all PEI Shares granted to
      Shaw
      shall be fully vested, and (iii) upon GSP’s written notice to PEI of its intent
      to terminate, this Agreement will be terminated 14 days after receipt of such
      notice and PEI and GSP shall have no further obligation or duties to each other,
      except as provided in Articles III, IV and V.

    


    
      	 	
              3.4.1
                

            	
              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 PEI representing
                more than fifty percent (50 %) of the combined voting power of the
                then
                outstanding securities of PEI; (B) the sale or other disposition
                by merger
                or business combination of all or substantially all the assets of
                PEI 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) PEI 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
      IV

    INVENTIONS
      AND TRADEMARK; CONFIDENTIAL INFORMATION;

    NONDISCLOSURE;
      UNFAIR COMPETITION; CONFLICT OF INTEREST

    


    4.1
       Inventions
      and Trademark. All ideas, inventions, trademarks, proprietary information,
      know-how, processes and other developments or improvements developed by GSP,
      alone or with others, during the Term, that are within the scope of PEI’s
      business operations or that relate to PEI’s work or projects, are the exclusive
      property of PEI. In that regard, GSP and Shaw agree to disclose promptly to
      PEI
      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 GSP’s engagement until the termination thereof,
      that relate to the business of PEI, whether such is made solely or jointly
      with
      others. GSP and Shaw further agree that, during the Term, it and he will provide
      PEI with a reasonable level of assistance, at PEI’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 PEI.

    


    4.2
       Confidential
      Information. GSP, PEI, and Shaw shall hold and keep confidential for the benefit
      of PEI all secret or confidential information, files, documents other media
      in
      which confidential information is contained, knowledge or data (collectively
      the
“Confidential Information”) relating to PEI or any of its affiliated companies,
      and their respective businesses, which shall have been obtained by GSP and/or
      Shaw during GSP’s engagement by PEI 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 GSP or its
      representatives in violation of this Agreement) or that is provided to GSP
      by a
      third party without an obligation with PEI to maintain the confidentiality
      of
      such information. After termination of GSP’s engagement with PEI, neither GSP
      nor Shaw shall, without the prior written consent of PEI, or as may otherwise
      be
      required by law or legal process, communicate or divulge any Confidential
      Information to anyone other than PEI and those designated by it. GSP and Shaw
      shall acknowledge that all confidential documents are and shall remain the
      sole
      and exclusive property of PEI regardless of who originally acquired the
      confidential documents. GSP and Shaw agree to return to PEI promptly upon the
      expiration or termination of GSP’s engagement or at any other time when
      requested by PEI, any and all property of PEI, 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 GSP and Shaw 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, PEI shall have the right to obtain
      injunctive relief, in the appropriate court, at any time, against the
      dissemination by GSP and/or Shaw of the Confidential Information, or the use
      of
      such information by GSP and/or Shaw in violation hereof.

    


    
      	 	
              4.2.1
                

            	
              Restriction
                on Use of Confidential/Trade Secret Information. GSP and Shaw agree
                that
                their 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.
                GSP and Shaw agree that they 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 PEI unless pursuant
                to
                GSP’s job duties to PEI under this
                Agreement.

            


    

    
      	 	
              (b)
                

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

            


    

    


    
      	 	
              4.2.2
                

            	
              Non-Solicitation
                of Customers/Prohibition Against Unfair Competition. GSP and Shaw
                agree
                that at no time after its engagement by PEI will either of them engage
                in
                competition with PEI while making any use of PEI’s confidential/trade
                secret information. GSP and Shaw agree that they 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 PEI
                with whom GSP worked or otherwise had access to PEI’s confidential/trade
                secret information pertaining to its business with that customer
                during
                the last year of GSP’s engagement by
                PEI.

            


    

    


    4.3
       Non-Solicitation
      During Engagement. GSP and Shaw shall not during GSP’s engagement
      inappropriately interfere with PEI’s business relationship with its customers or
      suppliers or solicit any of the employees of PEI to leave the employ of
      PEI.

    


    4.4
       Non-Solicitation
      of GSPs. GSP and Shaw agree that, for one year following the termination of
      GSP’s engagement, neither shall, directly or indirectly, ask or encourage any of
      PEI’s employees to leave their employment with PEI or solicit any of PEI’s
      employees for employment, except for those employees currently employed by
      Shaw
      or GSP who later become employed by PEI. This provision applies to Jared Shaw,
      Seymour Zivick, Monica Petty and Tony Burrell.

    


    4.5
       Breach
      of
      Provisions. If the GSP or Shaw breach any of the provisions of this Section
      4,
      or in the event that any such breach is threatened by either GSP or Shaw, in
      addition to and without limiting or waiving any other remedies available to
      PEI
      at law or in equity, PEI 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.

    


    4.6
       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 PEI and its business.

    


    4.7
       Definition.
      For purposes of this Article V, the term “PEI” shall be deemed to include any
      parent, Elite or affiliate of PEI.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    


    MISCELLANEOUS

    


    5.1
       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. GSP may not assign any of its rights
      and
      obligations under this Agreement. PEI may assign its rights and obligations
      under this Agreement to any successor entity.

    


    5.2
       Independent
      Contractor: Limitation of Liability. GSP is an independent contractor to PEI,
      and nothing herein shall be deemed to constitute GSP, Shaw, or any of its/his
      agents, as an employee or agent of PEI. GSP has no power or authority to bind
      PEI, and shall not make any representation or statement that it has such
      power.

    


    5.3 Indemnification.
      The
      Company shall indemnify, defend and hold harmless GSP and Shaw 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 GSP and Shaw on behalf of the Company, or any other proceedings of
      any
      kind whatsoever, or threats thereof (“Claims”) and any an all damages, losses,
      expenses (including without limitation reasonable attorneys’ fees, disbursements
      and other charges of counsel incurred by GSP and Shaw and selected by Company)
      or other liabilities, contingent or otherwise, of any kind whatsoever arising
      from or relating to any aspect of GSP and Shaw’s relationship with the Company
      and/or with regard to any personal guaranty signed by GSP and Shaw on behalf
      of
      the Company, and any current or future subsidiary or affiliates, the performance
      of any of GSP and Shaw’s duties hereunder, or otherwise arising from or relating
      to an aspect of GSP and Shaw’s relationship with the Company and any current or
      future subsidiary or affiliates, the performance of any of the GSP and Shaw’s
      duties hereunder, or otherwise arising from or relating to any action or
      inaction of GSP and Shaw while serving as an office or director of the Company
      or, if applicable, as an office 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 of 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 GSP and Shaw’s gross negligence or willful
      misconduct. The Company shall cover the GSP and Shaw 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 GSP and Shaw any certificates
      foregoing. 

    


    5.4
       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 6.2:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                If
                  to PEI: 

              	 	
                ProElite,
                  Inc.

              
	 	 	
                12121
                  Wilshire Boulevard, Suite1001

              
	 	 	
                Los
                  Angeles, CA 90025

              
	 	 	
                Telephone:
                  (___) _____-______

              
	 	 	
                Facsimile:
                  (___) _____-______

              
	 	 	
                Attention:
                  Chief Executive Officer

              
	 	 	 
	
                If
                  to Shaw: 

              	 	
                Gary
                  Shaw

              
	 	 	
                ____________________________

              
	 	 	
                ____________________________

              
	 	 	
                Telephone:
                  (___) _____-______

              
	 	 	
                Facsimile:
                  (___) _____-______

              
	 	 	 
	
                If
                  to GSP: 

              	 	
                Gary
                  Shaw Productions MMA, LLC

              
	 	 	
                ____________________________

              
	 	 	
                ____________________________

              
	 	 	
                Telephone:
                  (___) _____-______

              
	 	 	
                Facsimile:
                  (___) _____-______

              
	 	 	
                Attention:
                  Gary Shaw

              


      

       

      5.5 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.

    

    


    5.6
       Business
      Expenses. PEI shall provide Shaw with a maximum of $9900 per month as a housing
      allowance through October 31, 2008 in the Los Angeles area. PEI shall reimburse
      Shaw for reasonable business expenses upon presentation of proper receipts,
      expense vouchers, statements or such other supporting information as the PEI
      may
      require..

    


    5.7
       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.

    


    5.8
       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 parties, 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 PEI with regard to GSP’s
      engagement, express or implied, other than to the extent expressly provided
      for
      herein.

    


    5.9
       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.

    


    5.10
       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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.11
       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.

    


    5.12
       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.

    


    5.13
       Applicable
      Law; Choice of Forum. This Agreement, and all of the rights and obligations
      of
      the parties 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.

    


    5.14
       Arbitration.

    


    
      	 	
              5.14.1
                

            	
              Scope.
                To the fullest extent permitted by law, GSP and PEI 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 and any disputes
                upon termination of 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 “PEI” include all parent, Elite or related entities and
                their GSPs, 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 GSP and
                Shaw’s
                claims arise out of or relate to their actions on behalf of
                PEI.

            


    

    


    
      	 	
              5.14.2
                

            	
              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 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. PEI shall bear
                the costs
                of the arbitration filing and hearing fees and the cost of the
                arbitrator.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.15
      This
      Agreement shall not be terminated by any voluntary or involuntary dissolution
      of PEI resulting from either a merger or consolidation in which PEI is not
      the
      consolidated or surviving corporation, or a transfer of all or substantially
      all
      of the assets of PEI. In the event of any such merger or consolidation or
      transfer of assets, GSP’s rights, benefits and obligations hereunder shall be
      assigned to the surviving or resulting corporation or the transferee of PEI’s
      assets.

    


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

    

      
        	
                Gary
                  Shaw Productions MMA, LLC

              
	
                By:

              	
                /s/Gary
                  Shaw

              
	
                Name:

              	
                Gary
                  Shaw

              
	
                Title:

              	
                President

              
	 	 
	 	
                /s/Gary
                  Shaw

              
	 	
                Gary
                  Shaw

              
	 	 
	
                ProElite,
                  Inc. a New Jersey corporation

              
	
                By:

              	
                /s/
                  Charles Champion

              
	
                Name:

              	
                Charles
                  Champion

              
	
                Title:

              	
                Chief
                  Executive Officer