**ASSET
      PURCHASE AGREEMENT**




This
      Asset Purchase Agreement is made as of September 13, 2007 (this “ Agreement ”)
      by and
      between ProElite, Inc., a New Jersey corporation having its principal place
      of
      business at 12121 **** Wilshire
      Boulevard, Suite 1001, Los Angeles, California 90025 (“ Company ”),
      on
      the one hand, and Future Fight Productions, Inc., a Hawaii corporation, having
      its principal place of business at 1311 Lunalilo Home Road, Honolulu, Hawaii
      96825 (“ Seller ”)
      and
      the holders of one hundred percent (100%) of the outstanding shares of capital
      stock, listed in Schedule 2.1 attached hereto (the “ Shareholders ”),
      on
      the other hand.




**RECITALS**




A.  The
      Seller is engaged in, among other things, the mixed martial arts business and
      freestyle fighting, which includes: (1) recruiting and promoting fighters,
      (2)
      promoting mixed martial arts fights and (3) branding and licensing mixed martial
      arts brands and logos (the
“ Business ”).




B.  The
      parties previously entered into that certain letter of intent dated May 2,
      2007,
      as amended which contains certain binding and nonbinding provisions describing
      a
      potential sale by Seller of all of its assets to Company .




C.  The
      Buyer
      desires to purchase from the Seller, and the Seller desires to sell to the
      Buyer, all of the assets, properties, rights and claims of, or related to,
      the
      Business, on the terms and conditions set forth herein.




D.  This
      Agreement contemplates a transaction in which Buyer will purchase substantially
      all of the assets of the Seller in return for cash and shares of common stock
      of
      Company.




NOW,
      THEREFORE, in consideration of the mutual promises contained in this Agreement,
      the parties intending to be legally bound agree as follows:




**ARTICLE
      I.**


**PURCHASE
      AND SALE OF ASSETS**




1.1  Purchase
      and Sale of Assets .
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing (as
      defined below), Seller agrees to sell, assign and transfer, free and clear
      of
      all Encumbrances (as defined below), to Company and Company hereby agrees to
      purchase, all right, title and interest in and to, all of the assets related
      to
      the Business (the “ Assets ”) ,
      including, without limitation:




(a)  All
      goodwill;




(b)  All
      of
      the Seller’s rights (the “ Contract
      Rights ”)
      under
      the agreements,
      commitments, contracts, understandings, arrangements or instruments, whether
      oral or written (“ Contracts ”) expressly set forth on Schedule 1.1 (the “ Acquired
      Contracts ”);







(c)  All
      machinery, cameras, broadcasting equipment, tape, recording equipment, audio
      and
      sound equipment, stage equipment, rigging equipment, lights, equipment,
      computers, servers, ring mat(s)/cage(s), fixed assets and other tangible
      personal property related to the Business, wherever located, including within
      the Seller’s or any customer’s offices or facilities or used by any employees,
      consultants or customers of the Seller outside of the Seller’s offices and
      facilities;




(d)  Books
      and
      records related to the Business or the Assets, including books, ledgers, files,
      reports, plans, drawings and operating records of every kind maintained by
      the
      Seller;




(e)  The
      supplies, sales literature, catalogues, brochures, promotional literature,
      customer, supplier and distributor lists, art work, other marketing materials,
      telephone and fax numbers and purchasing records related to the
      Business;




(f)  All
      intellectual property rights related to the Business, including all
      (i)
      U.S. and foreign patents and patent applications and disclosures relating
      thereto (and any patents that issue as a result of those patent applications),
      and any renewals, reissues, reexaminations, extensions, continuations,
      continuations-in-part, divisions and substitutions relating to any of the
      patents and patent applications, (ii) U.S. and foreign trademarks, service
      marks, trade dress, logos, trade names and corporate names, whether or not
      registered, and the goodwill associated therewith and registrations and
      applications for registration thereof, (iii) U.S. and foreign copyrights and
      rights under copyrights, including moral rights, whether or not registered,
      and
      registrations and applications for registration thereof, (iv) U.S. and
      foreign mask work rights and registrations and applications for registration
      thereof, (v) all trade secrets and confidential business information
      (including ideas, formulas, compositions, know-how, research and development
      information, software, drawings, specifications, designs, plans, proposals,
      technical data, copyrightable works, financial, marketing and business data,
      pricing and cost information, business and marketing plans marketing mailing
      and
      e-mail lists, and customer and supplier mailing and e-mail lists and
      information), (vi) all domain name registrations, (vii) any other
      inventions (whether or not patentable) or know-how and all improvements thereto
      and (viii) all other works of authorship (whether or not
      copyrightable) (the
“ Business
      Intellectual Property Rights ”);




(g)  The
      Seller’s insurance policies, to the extent assignable;




(h)  All
      licenses, permits, franchises, approvals, authorizations, consents or orders
      of,
      or filings with, any federal, state, local or foreign government, authority,
      instrumentality, department, commission, board, bureau, agency, official, court
      or other tribunal, or any other individual, corporation, association, limited
      liability company, partnership, joint venture or other entity or organization
      of
      any kin, necessary or desirable for the past, present or anticipated conduct
      of,
      or relating to the operation of, the Business ,
      to the
      extent transferable;




(i)  All
      rights under or pursuant to warranties, representations and guarantees made
      by
      suppliers or vendors in connection with the Assets, or services furnished to
      the
      Seller pertaining to the Business or affecting the Assets;




2


(j)  All
      claims, causes of action, choses in action, rights of recovery and rights of
      set-off of any kind, against any Person, including any liens, security
      interests, pledges or other rights to payment or to enforce payment in
      connection with products delivered by the Seller on or prior to the Closing
      Date;




(k)  All
      Internet domain names and websites registered to the Seller;




(l)  All
      rights of Seller to the names and the marks “Icon Sport,” “Super Brawl,” and
“Future Fight Productions;”




(m)  All
      of
      Seller’s library of content (the “Content”); and




(n)  All
      receivables, cash and cash equivalents.




1.2  No
      Assumed Liabilities .
      Seller
      agrees that Company is not assuming and at the Closing will not assume, any
      obligations or liabilities of Seller, Shareholders or any other person, whether
      or not they are related to the Assets. Prior to the Closing, Seller agrees
      to
      provide a full and complete description of any and all third party contracts
      related to the Business, such as agreements with advertisers, fighters, venues
      and other service providers. If requested by Company, Seller will use reasonable
      efforts to make available to Company the benefit of any such contracts with
      third parties on the same terms as were made available to Seller. Seller agrees
      that Company is not assuming any past obligations or liabilities under such
      agreements that were incurred by Seller or any other party prior to the date
      of
      execution of this Agreement or that are incurred after the date hereof but
      prior
      to the Closing Date.




1.3  Accounting .
      Seller
      agrees and acknowledges that upon Closing: (i) the Chief Financial Officer
      of
      the Company will record the Assets on the Company’s books and records, (ii) the
      accounting of the Assets will be done exclusively by the Company or any Person
      designated by the Company, (iii) the Company will account for the Assets in
      accordance with the g enerally
      accepted accounting principles as used in the United States, as in effect from
      time to time, (iv) the Seller will present reports as required from time to
      time by the CFO, and (v) the Company will install the accounting systems as
      needed to provide accurate and timely financial reporting.




1.4  Purchase
      Price .
      The
      purchase price for the Assets is Three Hundred Fifty Thousand Dollars
      ($350,000.00) cash and the Acquisition Shares (collectively, the “ Purchase
      Price ”).
      The
      cash portion of the Purchase Price shall be payable at Closing; the Acquisition
      Shares shall be payable as specified below. In addition, upon satisfaction
      of
      certain contingencies, Additional Consideration, as defined below, shall be
      payable to Seller. Seller and Shareholders acknowledge and agree that the
      Purchase Price is fair and adequate for the Assets being purchased, subject
      to
      payment of the Additional Consideration upon satisfaction of the relevant
      contingencies.




(a)  Acquisition
      Shares




(i)  General .
      “Acquisition Shares” means Two Million Dollars ($2,000,000.00) of shares of
      Company’s common stock, based upon $10 per share.




3


(ii)  Payment .
      The
      Acquisition Shares shall be payable as follows:




(A)  Fifty
      percent (50%) of the Acquisition Shares (100,000 Shares) shall be delivered
      to
      Seller on the Closing Date.




(B)  The
      remaining 50 percent (50%) of the Acquisition Shares (100,000 Shares) shall
      be
      delivered to Seller in equal payments on each of the first three (3)
      anniversaries of the Closing Date.




(iii)  Forfeiture
      provisions .
      The
      Acquisition Shares shall be subject to forfeiture as follows:




(A)  Upon
      the
      termination of the Consulting Agreement (as hereinafter defined) sooner than
      the
      third (3 rd )
      anniversary of the Closing Date, all shares not yet paid shall be forfeited,
      except as otherwise provided in (I) and (II) immediately below.




(I)  Except
      as
      set forth in II below, a pro rata portion of the shares that would have been
      payable on the anniversary of the Closing Date next following the date on which
      the Consulting Agreement is terminated shall be paid to Seller, such pro rata
      portion being equal to the product of sixteen and two-thirds percent (16 and
      2/3%) of the Acquisition Shares and a fraction, the numerator of which is the
      number of days that have elapsed since the immediately preceding anniversary
      of
      the Closing Date through the date of the termination of the Consulting Agreement
      and the denominator of which is 365 (or 366 in the case of leap
      years).




(II)  If
      the
      Consulting Agreement is terminated by Company, “Without Cause” (as defined in
      the Consulting Agreement), then fifty percent (50%) of all shares that would
      have been payable after the date on which the Consulting Agreement is terminated
      shall be paid to Seller.




The
      shares identified in (I) and (II), above, shall be paid on the dates on which
      such shares would have been paid in accordance with Section 1.4(a)(ii)(B),
      above, had no forfeitures occurred.




(B)  Any
      payment of Acquisition Shares made by Company to Seller shall be forfeited
      by
      Seller, and Seller shall be obligated to return to Company, without the
      necessity of any demand therefor, the certificate evidencing such shares, if,
      within one year of such payment Seller shall engage or attempt to engage in
      any
      of the following (each, a “Prohibited Transaction”); (X) sell, exchange, assign,
      or otherwise transfer ownership of such Acquisition Shares to any person; (Y)
      hypothecate, mortgage, or otherwise transfer, offer, or pledge such Acquisition
      Shares as security for indebtedness or for any other purpose; or (Z) file a
      petition for protection from creditors under any of the United States or any
      State. A Prohibited Transaction shall be null and void *ab
      initio* ,
      and the
      Company shall not, and shall not be required to, recognize or otherwise give
      effect to any such transfer.




(iv)  Restricted
      Stock .
      The
      Acquisition Shares shall be “restricted stock” for purposes of the Securities
      Act of 1933, as amended (“Securities Act”), and the Acquisition Stock shall be
      subject to a stop transfer order, which Company shall deliver to its transfer
      agent. The certificates evidencing the Acquisition Shares shall bear a legend
      representing (A) that the shares may not be sold, offered for sale or
      otherwise transferred or disposed of unless a registration statement is in
      effect under the Securities Act or Company has received an opinion of counsel
      satisfactory to it that an exemption from such registration is applicable to
      such shares and (B) that the Company’s transfer agent, prior to acting upon a
      request to transfer the stock to the name of a new owner, must notify Company
      and must decline to effect such transfer absent the approval of
      Company.




4


(b)  Additional
      Consideration .
      Company
      shall pay an additional One Hundred Thousand Dollars ($100,000.00) cash to
      the
      Seller within three (3) business days of the first anniversary of the Closing,
      subject to the following conditions:




(i)  Seller’s
      twelve (12) months’ earnings before interest, taxes, depreciation and
      amortization (“ EBITDA ”)
      ended
      on June 30, 2008, exceeds eighty percent (80%) of the previous twelve (12)
      months’ EBITDA ending on June 30, 2007. EBITDA shall not include any
      non-Business related expenses incurred by the Company. The EBITDA calculations
      for June 30, 2007 and June 30, 2008 shall be prepared by Company or its
      representative from the records of the Company.




1.5  The
      Closing .




(a)  The
      closing of the purchase and sale of the Assets (the “ Closing ”)
      will
      take place on the second business day after satisfaction of the last to be
      satisfied of the conditions set forth in Article V (other than those
      conditions that, by their terms, are to be satisfied at the Closing) (the
“ Closing
      Date ”),
      at
      the offices of Troy & Gould Professional Corporation, 1801 Century Park
      East, Los Angeles, California 90067, unless another time, date or place is
      agreed to by the parties hereto.




(b)  At
      or
      prior to the Closing, Seller shall execute and deliver to Company:




(i)  Bills
      of
      sale and other such assignment instruments, in form and substance reasonably
      satisfactory to Company, covering the Assets and effecting the full sale and
      conveyance of the Assets to Company, free and clear of any and all mortgage,
      charge (whether fixed or floating), security interest, pledge, right of first
      refusal, lien (including any unpaid vendor’s lien), option, hypothecation, title
      retention or conditional sale agreement, lease, option, restriction as to
      transfer or possession, or subordination to any right of any other person
      (“ Encumbrances ”);




(ii)  All
      books, records, correspondence and other documents in Seller’s possession or
      control that evidence or relate to the Assets;




(iii)  The
      Closing certificate described in Section 5.2(a) and (b);




(iv)  A
      copy of
      resolutions of shareholders and of the governing body of Seller authorizing
      the
      execution, delivery and performance of this Agreement and the other agreements
      and transactions contemplated hereby, which resolutions shall be certified
      by
      the Secretary (or comparable officer) of Seller and which certificate shall
      state that such resolutions have not subsequently been amended or
      rescinded;




5


(v)  A
      Consulting Agreement, substantially in the form attached hereto as Exhibit
      A;




(vi)  Non-Compete
      Agreement (the “ Non-Compete
      Agreement ”)
      in the
      forms attached hereto as Exhibit B, executed by Thomas Jay
      Thompson;




(vii)  A
      Lock-up
      Agreement pertaining to the Acquisition Shares and any shares of Company common
      stock issued under the Consulting Agreement; and




(viii)  Such
      other closing documents as Company may reasonably request in order to consummate
      the transactions contemplated by this Agreement.




(c)  At
      or
      prior to the Closing, Company shall execute and deliver to Seller:




(i)  A
      copy of
      the Consulting Agreement, executed by Company;




(ii)  Copies
      of
      the Non-Compete Agreements, executed by Company;




(iii)  Stock
      certificates in the name of Seller representing the Acquisition Shares to be
      delivered at Closing; and




(iv)  A
      wire
      transfer **** to
      Seller
      in the amount of Three Hundred Fifty Thousand Dollars
      ($350,000.00).




1.6  Integration
      Matters .
      Following the Closing, Seller agrees to assist Company with the orderly transfer
      of the Assets to Company.




**ARTICLE
      II.**


**REPRESENTATIONS
      AND WARRANTIES OF SELLER AND SHAREHOLDERS**




Seller
      and each of the Shareholders, jointly and severally, represent and warrant
      to
      Company as of the date hereof and as of the Closing Date as
      follows:




2.1  Organization
      and Good Standing .
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Hawaii, has the requisite corporate power and authority to **** own,
      operate and lease its properties and to carry on its business as now conducted,
      and is qualified to do business, and is in good standing, as a foreign
      corporation in each jurisdiction in
      which
      the property owned, leased or operated by it or the nature of the business
      conducted by it makes such qualification or licensing necessary .
      The
      officers, directors and shareholders of Seller as of the date hereof are set
      forth on Schedule 2.1 .




2.2  Power
      and Capacity .
      Each of
      Seller and the Shareholders has the
      right, power, legal capacity and authority to enter into and perform its or
      his
      obligations under this Agreement and all agreements to which either of them
      is
      or will be a party that are required to be executed pursuant to this Agreement
      (the “ Ancillary
      Agreements ”).
      The
      execution, delivery and performance of this Agreement and the Ancillary
      Agreements have been duly and validly approved and authorized by Seller’s Board
      of Directors as required by law and Seller’s organizational and charter
      documents. Correct and complete copies of Seller’s organizational and charter
      documents, as amended to date, have been delivered to Company.




6


2.3  No
      Filings .
      No
      filing, authorization or approval, governmental or otherwise, is necessary
      to
      enable any of Seller or Shareholders to enter into and to perform its or his
      obligations under this Agreement or any of the Ancillary
      Agreements.




2.4  Binding
      Obligation .
      This
      Agreement and the Ancillary Agreements are, or when executed by Seller and
      the
      Shareholders, as the case may be, will be, valid and binding obligations of
      Seller and the Shareholders enforceable against Seller and the Shareholders
      in
      accordance with their respective terms, except as to the effect, if any, of
      (a) applicable bankruptcy and other similar laws affecting the rights of
      creditors generally, and (b) rules of law governing specific performance,
      injunctive relief and other equitable remedies.




2.5  Capitalization . The
      authorized capital stock of Seller consists of One Thousand (1,000) shares
      of
      common stock, par value One Dollar ($1.00) per share. Each Shareholder of Seller
      owns his shares free and clear of all Encumbrances. There are no agreements
      among any of Seller’s shareholders and/or Seller regarding the ownership of
      Seller’s capital stock.




2.6  Litigation .
      There
      is no action, suit, proceeding, claim, arbitration or investigation pending
      or,
      to the best knowledge of Seller or Shareholder, threatened against Seller or
      Shareholder regarding Seller’s business or any of the Assets. There is no
      judgment, decree or order against Seller or Shareholder that could prevent,
      enjoin, alter or delay any of the transactions contemplated by this Agreement,
      or that could reasonably be expected to have a material adverse effect on
      Seller’s business or the Assets.




2.7  Compliance
      with Laws .
      Seller
      has complied in all material respects with all statutes, laws and regulations
      with respect to the conduct of Seller’s business and ownership thereof, and
      neither Seller nor any of the Shareholders has received any notice concerning
      any alleged noncompliance with any such statutes, laws or regulations.




2.8  Title
      to Property; Intellectual Property .
      Seller
      has good and marketable title to the Assets, free and clear of all Encumbrances.
      Seller owns, or is licensed or otherwise possesses legally enforceable rights
      to
      use, all Business Intellectual Property Rights in the State of Hawaii. Seller
      has not in the conduct of its business engaged in any unauthorized use,
      disclosure, infringement or misappropriation of any intellectual property rights
      of any third parties, and Seller is not aware of any unauthorized use,
      disclosure, infringement or misappropriation by any third parties of any
      Business Intellectual Property Rights. Seller is not, and will not be as a
      result of the execution and delivery of this Agreement or the performance of
      its
      obligations under this Agreement, in breach of any license, sublicense or other
      agreement relating to the Assets, the Business or any Business Intellectual
      Property Rights of third parties. Neither Seller nor Shareholder (i) has been
      sued in any suit, action or proceeding which involves a claim of infringement
      of
      any patents, trademarks, service marks, copyrights or violation of any trade
      secret or other proprietary right of any third party concerning the Business
      or
      the Assets; (ii) has any knowledge or has received any notice that the
      Assets or Seller’s business as currently conducted or as proposed to be
      conducted by Company infringes any patent, trademark, service mark, copyright,
      trade secret or other proprietary right of any third party; or (iii) has brought
      any action, suit or proceeding for infringement of Business Intellectual
      Property Rights or breach of any license or agreement involving Business
      Intellectual Property Rights against any third party. Seller’s Business
      Intellectual Property Rights, except in the case of off-the-shelf commercially
      available or Open-Source software, are exclusive, and Seller has full and
      complete power to transfer such exclusive rights to Company.




7


2.9  Acquired
      Contracts .
      Schedule 1.1 identifies all Contracts to
      which
      Seller **,** Icon
      Sport or Super Brawl is a party or is bound. Schedule
      1.1 also sets forth all material terms of all oral Contracts. All Acquired
      Contracts are:
      (i)
      in full force and effect and enforceable by Seller in accordance with their
      respective terms, except to the extent that such enforceability may be limited
      by bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to creditors rights generally and to general principles of equity;
      (ii) Seller is not, and to the knowledge of any of the Seller, no other
      party to an Acquired Contract is, in breach or default under any Acquired
      Contract; (iii) no event has occurred that with notice or the passage of
      time or both could reasonably be expected to (A) constitute a breach or
      default under, (B) give any individual,
      corporation, association, limited liability company, partnership, joint venture
      or other entity or organization of any kind (“ Person ”)
      the
      right to receive or require a rebate, chargeback, penalty or change in delivery
      schedule under any Acquired Contract, (C) give any Person the right to
      accelerate the maturity or performance of any Acquired Contract or (D) give
      any Person the right to cancel, terminate or modify any Acquired Contract
      (exclusive of any right to do so at any time upon prior notice independent
      of
      the occurrence of such event); and (iv) the Seller has not given, and has
      not received from any other Person, any notice or other communication regarding
      the existence of any breach of, or default under, any Acquired
      Contract.




2.10  Brokers’
      and Finders’ Fees .
      Seller
      has not incurred, and will not incur, directly or indirectly, any liability
      for
      brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or
      any similar charges in connection with this Agreement or any transaction
      contemplated hereby.




2.11  Financial
      Statements .
      Seller
      has and/or will make available to Company all of its financial records and
      represents that the financial records fairly and accurately present the
      financial condition of the Company and the results of operations as of the
      respective dates and for the periods referred to, and, that based on such
      financial records, Company will be able to cause an audit to be completed for
      at
      least the last two fiscal years.




2.12  Investment
      Representations




(a)  Seller
      is
      aware of Company’s business affairs and financial condition and has acquired
      sufficient information about Company to reach an informed and knowledgeable
      decision to acquire the Acquisition Shares. Seller agrees that by reason of
      its
      business and financial experience it can be reasonably assumed to have the
      capacity to protect its own interests in connection with this transaction.
      Seller is acquiring the Acquisition Shares for investment for Seller’s own
      account only and not with a view to, or for resale in connection with, any
      “distribution” thereof within the meaning of the Securities Act.




(b)  Seller
      acknowledges and understands that (i) the Acquisition Shares constitute
“restricted securities” under the Securities Act and have not been registered
      under the Securities Act in reliance upon a specific exemption therefrom, which
      exemption depends upon, among other things, the bona fide nature of Seller’s
      investment intent as expressed herein; (ii) the Acquisition Shares must be
      held
      indefinitely unless they are subsequently registered under the Securities Act
      or
      an exemption from such registration is available; (iii) Company is under no
      obligation to register the Acquisition Shares; (iv) the certificate evidencing
      the Acquisition Shares will be imprinted with a legend which prohibits the
      transfer of such securities unless they are registered or such registration
      is
      not required in the opinion of counsel satisfactory to Company and any other
      legend required under applicable state securities laws; and (v) the Acquisition
      Shares are subject to a lock-up as set forth in the Lock-up
      Agreement.


8


2.13  Accuracy
      and Completeness .
      No
      representation or warranty of Seller in this Agreement or in any schedule,
      exhibit, agreement or document delivered pursuant hereto contains, or will
      contain, any untrue statement of a material fact or omits, or will omit, to
      state a material fact necessary to make the statements contained therein, in
      light of the circumstances under which they are made, not
      misleading.




2.14  Change
      of Name .
      No
      later than the Closing Date, Seller shall change its corporate name to FFP,
      Inc.




**ARTICLE
      III.**


**REPRESENTATIONS
      AND WARRANTIES OF COMPANY**




Company
      represents and warrants to Seller and the Shareholders as of the date hereof
      and
      as of the Closing Date as follows:




3.1  Organization
      and Good Standing .
      Company
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of New Jersey, has the requisite corporate power and authority to own,
      operate and lease its properties and to carry on its business as now conducted,
      and is qualified to do business, and is in good standing, as a foreign
      corporation in each jurisdiction in
      which
      the property owned, leased or operated by it or the nature of the business
      conducted by it makes such qualification or licensing necessary .




3.2  Power
      and Capacity . Company
      has the right, power, legal capacity and authority to enter into and perform
      its
      obligations under this Agreement and all agreements to which it is or will
      be a
      party that are required to be executed pursuant to this Agreement (the
“ Company
      Ancillary Agreements ”).
      The
      execution, delivery and performance of this Agreement and the Company Ancillary
      Agreements have been duly and validly approved and authorized by Company’s Board
      of Directors as required by law and Company’s organizational and charter
      documents.




3.3  No
      Filings .
      No
      filing, authorization or approval, governmental or otherwise, is necessary
      to
      enable Company to enter into and to perform its obligations under this Agreement
      and the Company Ancillary Agreements.




3.4  Binding
      Obligation .
      This
      Agreement and the Company Ancillary Agreements are, or when executed by Company
      will be, valid and binding obligations of Company enforceable against Company
      in
      accordance with their respective terms, except as to the effect, if any, of
      (a) applicable bankruptcy and other similar laws affecting the rights of
      creditors generally, and (b) rules of law governing specific performance,
      injunctive relief and other equitable remedies.




9




**ARTICLE
      IV.**


**COVENANTS**




4.1  Conduct
      of Business of Seller .
      Except
      as contemplated by this Agreement, **** during
      the period from the date hereof to the Closing Date, Seller will conduct its
      operations in the ordinary course of business consistent with past practices,
      and consistent with such operation, Seller shall use respective commercially
      reasonable efforts to preserve intact the goodwill of such business, the present
      organization of such entity and the relationships of such entity with persons
      having relationships with it.




4.2  Access ;
      Further Assurance .  Prior
      to
      the Closing Date, Seller and the Shareholders agree to provide reasonable
      cooperation with respect to all due diligence investigations conducted by or
      on
      behalf of Company, and shall provide Company, its potential investors and their
      respective authorized representatives with reasonable access (a) to all books,
      records, agreements, documents and other materials and information reasonably
      related to the transactions contemplated by this Agreement, including those
      records necessary for the completion of the financial statements referred to
      in
      Section 5.2 (i), and (b) to all agents, attorneys, employees, and accountants
      of
      Seller. In addition, Seller shall furnish to Company information concerning
      its
      business as Company may reasonably request from time to time. Further,
      after the Closing, Seller and the Shareholders shall cooperate with Seller
      and
      provide such information and documents as may be necessary for Company to
      prepare financial statements relating to the Business as required under SEC
      regulations.




4.3  Notification
      of Certain Matters .
      Seller
      shall give prompt notice to Company of (i) the occurrence or nonoccurrence
      of any event, other than any event contemplated or permitted by this Agreement,
      the occurrence or nonoccurrence of which has caused any representation or
      warranty contained in this Agreement to be untrue or inaccurate in any material
      respect at or prior to the Closing Date, and (ii) any failure of Seller or
      any of the Shareholders to comply with or satisfy in any material respect any
      covenant, condition or agreement to be complied with or satisfied by it
      hereunder; *provided* , *however* ,
      that
      the delivery of any notice pursuant to this Section 4.3 shall not cure such
      breach or non-compliance or limit or otherwise affect the remedies available
      hereunder to Company.




4.4  Acquisition
      Proposals. Unless
      and until this Agreement shall have been terminated by either party pursuant
      to
      Article VI hereof, none of the Shareholders or Seller nor any of Seller’s
      officers, directors, employees or representatives shall, directly or indirectly,
      solicit, initiate or encourage the submissions of proposals or offers from
      any
      other person relating to any merger, share exchange or similar transaction
      or
      sale of any assets, cooperate with any person in connection with any such
      transaction, or participate in any discussions or negotiations regarding any
      such transaction.




4.5  Confidentiality .
      Seller
      and the Shareholders agree that neither Seller nor any of the Shareholders
      shall, either before or after the Closing, use or disclose to any person,
      directly or indirectly, any confidential information concerning the business
      of
      Company, including, without limitation, any business secret, trade secret,
      financial information, software, internal procedure, business plan, marketing
      plan, pricing strategy or policy or client list, except to the extent that
      such
      use or disclosure is (i) required by an order of a court of competent
      jurisdiction, or (ii) authorized in writing by a duly authorized executive
      officer of Company. The prohibition that is contained in the preceding sentence
      shall not apply to any information that is or becomes generally available to
      the
      public other than through a disclosure by Seller or any of the
      Shareholders.




10




**ARTICLE
      V.**


**CONDITIONS
      TO CONSUMMATION OF THE PURCHASE**




5.1  Conditions
      to the Obligations of Seller .
      The
      obligations of Seller to effect the Purchase and the other transactions
      contemplated hereby are subject to the satisfaction at or prior to the Closing
      Date of each of the following conditions (any one or more of which may be waived
      by Seller in writing):




(a)  the
      representations and warranties of Company contained in this Agreement shall
      be
      true and correct on and as of the Closing Date with the same effect as if made
      on and as of the Closing Date, and, at the Closing, Company shall have delivered
      to Seller a certificate to that effect, executed on behalf of Company by one
      or
      more executive officers of Company;




(b)  each
      of
      the covenants and obligations of Company to be performed on or before the
      Closing Date pursuant to this Agreement shall have been duly performed in all
      material respects on or before the Closing Date and, at the Closing, Company
      shall have delivered to Seller a certificate to that effect, executed on behalf
      of Company by one or more executive officers of Company; and




(c)  Company
      shall have executed and delivered the agreement and documents that are described
      in Section 1.5(c).




5.2  Conditions
      to the Obligations of Company .
      The
      obligations of Company to effect the Purchase and the other transactions
      contemplated hereby are subject to the satisfaction or waiver at or prior to
      the
      Closing Date of each of the following conditions (any one or more of which
      may
      be waived by Company in writing);




(a)  the
      representations and warranties of Seller and the Shareholders contained in
      this
      Agreement shall be true and correct on and as of the Closing Date with the
      same
      effect as if made on and as of the Closing Date, and, at the Closing, Seller
      shall have delivered to Company a certificate to that effect, executed on behalf
      of Seller by one or more executive officers of Company;




(b)  each
      of
      the covenants and obligations of Seller and the Shareholders to be performed
      on
      or before the Closing Date pursuant to this Agreement shall have been duly
      performed in all material respects on or before the Closing Date and, at the
      Closing, Seller shall have delivered to Company a certificate to that effect,
      executed on behalf of Company by one or more executive officers of
      Company;




11


(c)  there
      shall not have occurred a material adverse change with respect to Seller or
      the
      Assets;




(d)  Seller
      shall have executed and delivered the agreements and documents that are
      described in Section 1.5(b);




(e)  No
      claim,
      action, investigation or other proceeding shall be pending or threatened before
      any court or governmental agency that presents a substantial risk of the
      restraint or rescission of the transactions contemplated by this Agreement
      or
      that imposes a substantial risk to Company’s ability to obtain title to and
      possession of the Assets on the terms and conditions contemplated by this
      Agreement;




(f)  There
      shall have been obtained all permits, approvals and consents from governmental
      agencies and third parties that Company determines are required in order to
      transfer the Assets to it;




(g)  All
      actions required to be taken by Seller to authorize the execution, delivery
      and
      performance of this Agreement shall have been duly and validly taken;




(h)  The
      Company shall have conducted, at its expense, a due diligence examination of
      the
      Assets and, in its sole discretion, shall not have disapproved of the results
      of
      its review;




(i)  Company,
      at its expense, shall have completed an audit of the financial statements of
      Seller for the fiscal years ended December 31, 2006 and 2005 and shall have
      prepared unaudited financial statements for the period ended June 30,
      2007; and




(j)  Company
      shall be reasonably satisfied that Company will be able to generate financial
      statements to satisfy the reporting requirements of Company under applicable
      SEC
      rules.




**ARTICLE
      VI.**


**TERMINATION**




6.1  Termination .
      This
      Agreement may be terminated and the Purchase may be abandoned at any time prior
      to the Closing:




(a)  by
      mutual
      written consent of Company and Seller and the Shareholders;




(b)  by
      Seller
      or Company if any court of competent jurisdiction in the United States or other
      United States federal or state governmental entity shall have issued a final
      order, decree or ruling, or taken any other final action, restraining, enjoining
      or otherwise prohibiting the Purchase and such order, decree, ruling or other
      action is or shall have become non-appealable;




(c)  by
      Seller
      if there shall have been a material breach by Company of any of its covenants
      or
      agreements hereunder and Company has not cured such breach within
      fifteen (15) business days after notice by Seller thereof, *provided* that
      Seller has not breached any of its representations and warranties or obligations
      hereunder in any material respect; or




12


(d)  by
      Company if there shall have been a material breach by Seller and Shareholder
      of
      any of its or his covenants or agreements hereunder, and Seller and Shareholder,
      as the case may be, has not cured such breach within fifteen (15) business
      days after notice by Company thereof, *provided* that
      Company has not breached any of its representations and warranties or
      obligations hereunder in any material respect.




6.2  Effect
      of Termination .
      In the
      event of the termination and abandonment of this Agreement pursuant to
      Section 6.1, this Agreement shall forthwith become void and have no effect
      without any liability on the part of any party hereto or any of its affiliates,
      directors, officers and shareholders; *provided* , *however* ,
      that
      (i) Section 6.3 shall survive any such termination, and
      (ii) nothing contained in this Section 6.2 shall relieve any party
      from liability for any breach of this Agreement prior to such
      termination.




6.3  Fees
      and Expenses .
      Except
      as specifically provided herein, each party shall bear its own expenses in
      connection with this Agreement and the transactions contemplated hereby.




**ARTICLE
      VII.**


**SURVIVAL
      OF REPRESENTATIONS AND**


**WARRANTIES;
      INDEMNIFICATION**




7.1  Survival
      of Representations, Warranties and Covenants .
      The
      representations, warranties and covenants of the parties contained in this
      Agreement shall survive the Closing.




7.2  Indemnification .




(a)  Seller
      and the Shareholders, jointly and severally, will indemnify and hold harmless
      Company and its officers, directors, shareholders, agents and employees from
      and
      against any and all losses, costs, damages, liabilities and expenses arising
      from claims, demands, actions, causes of action, including reasonable legal
      fees
      (collectively “ Company
      Damages ”)
      arising out of any misrepresentation or breach or default in connection with
      any
      of the representations, warranties, and covenants given or made by Seller or
      Shareholders in this Agreement. Company shall act in good faith and in a
      commercially reasonable manner to mitigate any Company Damages it may
      suffer.




(b)  Company
      will indemnify and hold harmless Seller, the Shareholders and Seller’s officers,
      directors, agents and employees from and against any and all losses, costs,
      damages, liabilities and expenses arising from claims, demands, actions, causes
      of action, including reasonable legal fees (collectively “ Seller
      Damages ”)
      arising out of any misrepresentation or breach or default in connection with
      any
      of the representations, warranties, and covenants given or made by Company
      in
      this Agreement. Seller and the Shareholders shall act in good faith and in
      a
      commercially reasonable manner to mitigate any Seller Damages they may
      suffer.




7.3  Claims .
      Upon
      the happening of any of the events specified in Section 7.2, the party
      claiming such indemnification shall give written notice of the Claim to the
      indemnifying party within forty-five (45) days after recording the Claim in
      its
      business records. Within thirty (30) days after receipt of a Claim, the
      indemnifying party may make reasonable objections to any Claim in writing,
      including the amount of the Claim and/or the reason for the Claim.




13


7.4  Resolution
      of Conflicts; Mediation .




(a)  In
      the
      event the indemnifying party objects in writing to any Claim, the party claiming
      indemnification shall have forty-five (45) days to respond in a written
      statement to the objection of the indemnifying party. If after such forty-five
      (45) day period there remains a dispute as to any Claim, the indemnifying party
      and the party claiming indemnification shall attempt in good faith for sixty
      (60) days to agree upon the rights of the respective parties with respect to
      each Claim.




(b)  If
      no
      such agreement can be reached after good faith negotiation, either the party
      claiming indemnification or the indemnifying party, by written notice to the
      other, shall submit the matter(s) to confidential mediation in accordance with
      the Rules, Procedures and Protocols for Mediation of Dispute Prevention &
Resolution, Inc., then in effect as a mandatory prerequisite to further
      adversarial proceedings of any kind, including commencement of litigation unless
      the amount of the Damages is at issue in pending litigation with a third party,
      in which event mediation shall not be commenced until such amount is ascertained
      or both parties agree to mediation.




(c)  The
      Parties agree that a good faith attempt to resolve all issues in mediation
      is a
      mandatory prerequisite to further adversarial proceedings of any kind, including
      commencement of litigation.




7.5  Third-Party
      Claims .
      In the
      event the party claiming indemnification becomes aware of a third-party claim
      which the party claiming indemnification reasonably believes is reasonably
      likely to result in demand for indemnification, the party claiming
      indemnification shall notify the indemnifying party of such claim, and the
      indemnifying party shall be entitled, at their expense, to participate in any
      defense of such claim. The party claiming indemnification shall have the right
      in its sole discretion to settle any such claim; provided, however, that the
      party claiming indemnification may not affect the settlement of any such claim
      without the consent of the indemnifying party, which consent shall not be
      unreasonably withheld.




**ARTICLE
      VIII.**


**GENERAL**




8.1  Further
      Assurances .
      The
      parties hereto agree to execute and deliver any and all papers and documents
      which may be reasonably necessary to carry out the terms of this
      Agreement.




8.2  Entire
      Agreement .
      This
      Agreement contains the entire agreement between the parties and there are no
      agreements, representations or warranties by any of the parties hereto which
      are
      not set forth herein. This Agreement may not be amended or revised except by
      a
      writing signed by all parties hereto. Notwithstanding the foregoing sentence,
      no
      change shall be made with respect to the time or form of any payments due
      hereunder.




14


8.3  Binding
      Effects: Assignment .
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns; provided, however, that this
      Agreement and all rights hereunder may not be assigned by Seller or Shareholder
      except by prior written consent of Company.




8.4  Separate
      Counterparts .
      This
      Agreement may be executed in several identical counterparts, all of which when
      taken together shall constitute but one instrument, and it shall not be
      necessary in any court of law to introduce more than one executed counterpart
      in
      proving this Agreement.




8.5  Notices .
      All
      notices hereunder, to be effective, shall be in writing and shall be personally
      delivered or faxed or mailed by registered or certified mail, postage and fees
      prepaid, to the party to be notified as follows:




(i)
              If
                  to Seller:Future
                  Fight Productions, Inc.1311
                  Lunalilo Home RoadHonolulu,
                  Hawaii 96825Attention:
                  Mr. Thomas Jay Thompson(ii)
              If
                  to Company:ProElite,
                  Inc.12121
                  Wilshire Boulevard, Suite 1001Los
                  Angeles, California 90025Attention:
                  Chief Executive Officer




Unless
      and until notice of another or different address shall be given as provided
      herein.




8.6  Severability .
      The
      provisions of this Agreement are severable, and the invalidity of any provision
      shall not affect the validity of any other provision.




15


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




**PROELITE,
              INC.**By:
            /s/ Douglas DeLucaDouglas
              DeLuca, Chief Executive Officer




**FUTURE
              FIGHT PRODUCTIONS, INC.**By:
            /s/ Thomas Jay ThompsonThomas
              Jay Thompson, President






SHAREHOLDERS:/s/
                Thomas Jay Thompson
              
              Thomas
                Jay Thompson/s/
                  Odd Haugen
              
              Odd
                Haugen




16


**SCHEDULE
      1.1**


**ACQUIRED
      CONTRACTS**




**I.**  **VENUE
      CONTRACT**




·
            Neil
                S. Blaisdell Arena: September 15,
                2007






**II.**  **FIGHTER
      CONTRACTS**




·
            Robbie
                Lawler: three (3) remaining fights




·
            Renato
                “Charuto” Verrisimo: two (2) remaining
                fights




·
            Po’ai
                Suganuma: two (2) remaining fights




·
            Kala
                Hose: one (1) remaining fight




·
            Frank
                Trigg: one (1) remaining optional
                fight




17


**SCHEDULE
      2.1**






**Shareholders**Shareholder
                Name
            Number
                of SharesThomas
                Jay Thompson
            500Odd
                Haugen
            500


**Officers**Name
              PositionThomas
                  Jay Thompson
              President,
                  SecretaryOdd
                  Haugen
              Vice
                  President, Treasurer







**Board
      of Directors**





Thomas
      Jay Thompson





Odd
      Haugen


18





**EXHIBIT
      A**


**CONSULTING
      AGREEMENT**




This
      CONSULTING AGREEMENT (this “Agreement”) is entered into as of
      ___________________, 2007 (“Effective Date”) by and between PROELITE, INC., a
      New Jersey corporation, with its principal office at 12121 Wilshire Boulevard,
      Suite 1001, Los Angeles, California 90025 (the “Company”), and FFP, INC., a
      Hawaii corporation (“Consultant,” together with the Company, the “Parties”),
      with reference to the following facts:




WHEREAS,
      concurrently herewith, the Company is acquiring all or substantially all of
      the
      business and assets of Future Fight Productions, Inc., as Consultant was
      formerly known, pursuant to an Asset Purchase Agreement, dated as of September
      13, 2007, between Consultant and the Company (the “Purchase Agreement”), and
      including the tradename, “Future Fight Productions” (hereafter, “Future Fight
      Productions” shall refer to such business operations and assets);
      and




WHEREAS,
      in connection with the Company’s acquisition of such business and assets of
      Consultant, and as a condition thereto, the Company desires that Consultant
      be
      retained by the Company; and




WHEREAS,
      Consultant has certain knowledge, expertise, experience and reputation of which
      the Company desires to avail itself; and




WHEREAS,
      Consultant and Company desire to set forth their future independent contractor
      relationship;




NOW,
      THEREFORE, the Company and Consultant desire to set forth in this Agreement
      the
      terms and conditions of Consultant's engagement by the Company.




**ARTICLE
      I**


**ENGAGEMENT;
      TERM; DUTIES**




1.1  Engagement .
      The
      Company hereby agrees that, commencing on July 30, 2007 (the “Commencement Date
”) and, subject to Section 4.1, ending five years thereafter (the “Term”), the
      Company shall engage Consultant to provide certain consulting services, and
      Consultant hereby accepts such engagement by the Company, upon the terms and
      subject to the conditions hereinafter set forth.




1.2  Consulting
      Services .
      Consultant’s duties and services for the Company shall include and not be
      limited to the following:




1.2.1  Organizing,
      managing, promoting live events for Future Fight Productions and EliteXC Live,
      a
      subsidiary of the Company (“EliteXC”).




1.2.2  Providing
      Consulting Services for all events that are promoted, organized or managed
      by
      EliteXC;




1.2.3  Signing
      fighters to EliteXC and Future Fight Productions;


A
          - 1




1.2.4  Seeking
      and exploring business opportunities that are relevant to the Company’s
      business, including but not limited to sponsorships, strategic deals and
      distribution deals;




1.2.5  Reporting
      to the President of EliteXC, Gary Shaw, on a routine basis, to be determined
      by
      Mr. Shaw; and




1.2.6  Traveling
      to PE's headquarters periodically at the request the Company, as requested
      by
      the President of EliteXC.




1.3  Covenants
      of Consultant .




1.3.1  Reports .
      Consultant shall use its 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, programming including master tapes, or other
      property belonging to the Company of which it may have custody, and promptly
      pay
      and deliver the same whenever it may be directed to do so by the management
      of
      PE.




(a)  In
      accordance with Sections 1.2.5 and 1.3.1, Consultant shall submit to the Chief
      Financial Officer of the Company all documents, invoices, agreements,
      understandings, and contracts and all other records received from third parties
      in connection with any Company events, which shall include events promoted
      under
“Future Fight Productions”, “ICON”, “EliteXC” or any events promoted by the
      Company or an affiliate thereof.




1.3.2  Rules
      and Regulations .
      Consultant shall obey and be bound by 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 its duties hereunder and shall endeavor to improve
      its ability and knowledge of the Company’s business in an effort to increase the
      value of its services for the mutual benefit of the Company and the
      Consultant.




1.3.3  Opportunities .
      Consultant shall make all business opportunities of which it becomes aware
      that
      are relevant to the Company’s business available to the Company, and to no other
      person or entity or to itself individually.




1.3.4  Time .
      The
      Consultant agrees to devote such time and attention to Consulting Services
      hereunder as is required to fulfill its obligations under this Agreement in
      a
      timely and professional manner, recognizing that the time demands may vary
      month-to-month.




1.4  Representatives
      of Consultant .
      Consultant shall perform its duties through two representatives
      (“Representatives”) who shall be THOMAS JAY THOMPSON (“Thompson”) and either
      PATRICK FREITAS (“Freitas”) or such other person as may be designated by
      Consultant (“Second Representative”). In this Agreement, “Consultant” means and
      includes “Consultant’s Representatives”, and each of them.




A
          - 2




**ARTICLE
      II**


**COMPENSATION**




2.1  Consulting
      Fee .
      In
      consideration of the Consulting Services to be rendered hereunder, the Company
      shall pay to Consultant a consulting fee of Sixteen Thousand Six Hundred
      Sixty-Six and 66/100 Dollars ($16,666.66) per month for the term of this
      Agreement, payable in arrears on the last day of each month, with the first
      payment to be made on June 30, 2007 (“Consulting Fee”). The parties acknowledge
      that the Consulting Fee is based upon services being provided by no less than
      two Representatives. If the Second Representative ceases to provide services
      hereunder and is not immediately replaced by Consultant, then the Consulting
      Fee
      shall be reduced in accordance with the following schedule:




(i)
            for
                termination on or before the first anniversary of this Agreement:
                reduction of Consulting Fee by Five Thousand Dollars ($5,000.00)
                per
                month;




(ii)
            for
                termination after the first but on or before the second anniversary
                of
                this Agreement: reduction of Consulting Fee by Five Thousand Four
                Hundred
                Sixteen and 66/100 Dollars ($5,416.66) per month;




(iii)
            for
                termination after the second anniversary of this Agreement: reduction
                of
                Consulting Fee by Five Thousand Eight Hundred Thirty-Three and 33/100
                Dollars ($5,833.33) per month.




If
      Thompson ceases to be a Representative, then, at Company’s election, this
      Agreement shall terminate. In the event of such termination, Company is not
      precluded from retaining the services of Second Representative, if
      any.




2.1.1  For
      a
      period of five (5) years, Consultant shall receive twenty percent (20%) of
      the
      earnings before interest, taxes, depreciation and amortization related to the
      events that the Consultant promotes under “Future Fight Productions” or “ICON”
(“EBITDA”), after deducting: (i) the Consulting Fee paid under this Agreement
      and (ii) any additional sales, general and administrative expenses incurred
      by
      the Company. The EBITDA payable to Consultant in accordance with this Section
      2.1.1, shall be payable to Consultant within ninety (90) days after the end
      of
      each fiscal year (December 31).




2.2  Consulting
      Shares .
      In
      addition to the Consulting Fee and the EBITDA payable under Section 2.1.1,
      if
      any, Company shall pay Consultant Consulting Shares, which shall mean Fifty
      Thousand shares of Company’s common stock, based on a per share price of
      $10.




2.2.1  Payment .
      The
      Consulting Shares shall be made in equal payments on each of the first three
      (3)
      anniversaries of the Effective Date of this Agreement.




2.2.2  Forfeiture .
      The
      Consulting Shares shall be subject to forfeiture as follows:




(a)  Upon
      the
      termination of this Agreement sooner than the third (3rd) anniversary of its
      Effective Date, all shares not yet paid shall be forfeited, except as otherwise
      provided in (i) and (ii), immediately below.




A
          - 3




(i)  A
      pro
      rata portion of the shares that would have been payable on the anniversary
      of
      the Closing Date next following the date on which the Consulting Agreement
      is
      terminated shall be paid to Consultant, such pro rata portion being equal to
      the
      product of one-third of the Consulting Shares and a fraction, the numerator
      of
      which is the number of days that have elapsed since the immediately preceding
      anniversary of the Closing Date through the date of the termination of the
      Consulting Agreement and the denominator of which is 365 (or 366 in the case
      of
      leap years).




(ii)  If
      the
      Consulting Agreement is terminated by Company “Without Cause” (as defined in
      Section 4.5 of this Agreement), then fifty percent (50%) of all shares that
      would have been payable after the date on which the Consulting Agreement is
      terminated shall be paid to Consultant.




The
      shares identified in (i) and (ii), above, shall be paid on the dates on which
      such shares would have been paid in accordance with Section 2.2.1, above, had
      no
      forfeitures occurred.




(b)  Any
      payment of Consulting Shares made by Company to Consultant shall be forfeited
      by
      Consultant, and Consultant shall be obligated to return to Company, without
      the
      necessity of any demand therefor, the certificate evidencing such shares, if,
      within one year of such payment Consultant shall engage or attempt to engage
      in
      any of the following (each, a “Prohibited Transaction”): (x) sell, exchange,
      assign, or otherwise transfer ownership of such Consulting Shares to any person;
      (y) hypothecate, mortgage, or otherwise transfer, offer, or pledge such
      Consulting Shares as security for indebtedness or for any other purpose; or
      (z)
      file a petition for protection from creditors under any of the United States
      or
      any State. A Prohibited Transaction shall be null and void ab initio, and the
      Company shall not, and shall not be required to, recognize or otherwise give
      effect to any such transfer.




2.2.3  Restricted
      Stock; Lock-up .
      The
      Consulting Shares shall be “restricted stock” for purposes of the Securities Act
      of 1933, as amended (“Securities Act”), and the Consulting Stock shall be
      subject to a stop transfer order, which Company shall deliver to its transfer
      agent. The certificates evidencing the Consulting Shares shall bear a legend
      representing (A) that the shares may not be sold, offered for sale or otherwise
      transferred or disposed of unless a registration statement is in effect under
      the Securities Act or Company has received an opinion of counsel satisfactory
      to
      it that an exemption from such registration is applicable to such shares and
      (B)
      that the Company’s transfer agent, prior to acting upon a request to transfer
      the stock to the name of a new owner, must notify Company and must decline
      to
      effect such transfer absent the approval of Company. The Consulting Shares
      shall
      be subject to certain lock-up provisions pursuant to a separate Lock-up
      Agreement.




**ARTICLE
      III**


**BUSINESS
      EXPENSES**




3.1  Business
      Expenses .
      Consultant will be reimbursed for all reasonable, out-of-pocket business
      expenses incurred in the performance by Representatives of their duties on
      behalf of the Company, subject to the following: (a) all expenses are to be
      submitted to the Company every two (2) weeks on formal expense sheets; and
      (b)
      all expenses over Two Hundred and Fifty Dollars ($250.00) require prior approval
      and submission of appropriate supporting documentation to the Chief Financial
      Officer of the Company.




A
          - 4




**ARTICLE
      IV**


**TERMINATION
      OF ENGAGEMENT**




4.1  Termination
      by the Consultant .
      The
      Consultant may terminate this Agreement “For Good Reason” upon fifteen (15)
      days’ written notice to the Company subject to the other Sections in this
      Article IV.




4.2  Definition
      of “For Good Reason” .
      In this
      Agreement, “For Good Reason” shall mean any of the following reasons: (i) the
      Company materially decreases the Consultant’s authority or responsibilities
      and/or assigns to the Consultant duties inconsistent with Consultant’s position
      or (ii) the Company’s breach of this Agreement which continues uncured for
      fifteen (15) days after receipt by the Company of written notice from Consultant
      identifying such breach with reasonable specificity and demanding an immediate
      cure thereof.




4.3  Termination
      by Company .
      The
      Company may terminate this Agreement “With Cause” upon fifteen (15) days’
written notice to Consultant subject to the other Sections in this Article
      IV.




4.4  Definition
      of “With Cause” .
      In this
      Agreement, “With Cause” shall mean any of the following causes: (i) Thompson
      ceases to be a Representative of Consultant or (ii) Consultant’s breach of this
      Agreement which continues uncured for fifteen (15) days after receipt by
      Consultant of written notice from the Company identifying such breach with
      reasonable specificity and demanding an immediate cure thereof.




4.5  Definition
      of “Without Cause” .
      In this
      Agreement, “Without Cause” shall mean any and/or all causes that are not
      specified in the definition of the term “With Cause” in Section 4.4
      above.




4.6  Termination
      Prior to the First Anniversary .
      Notwithstanding the foregoing Sections in this Article IV, should Company
      terminate this Agreement prior to the first anniversary of the Effective Date
      of
      this Agreement whether “With Cause” or “Without Cause”, Company shall pay
      Consultant the entire Consulting Fee that would have been payable through the
      end of the first anniversary date upon such anniversary date. This payment
      of
      the entire Consulting Fee that would have been payable through the end of the
      first anniversary is in addition to other termination payments that may be
      applicable as specified in Sections 4.7 and 4.8 below.




4.7  Termination
      by Company “Without Cause” .
      Should
      Company terminate this Agreement “Without Cause”, Company shall pay Consultant
      fifty percent (50%) of the remaining Consulting Fee that would have been payable
      through the end of the term of this Agreement, such payment to be made in equal
      amounts on the remaining anniversary dates within the original Term of this
      Agreement.




4.8  Termination
      by Consultant “For Good Reason” .
      Should
      Consultant terminate this Agreement “For Good Reason”, Company shall pay
      Consultant fifty percent (50%) of the remaining Consulting Fee that would have
      been payable through the end of the term of this Agreement, such payment to
      be
      made in equal amounts on the remaining anniversary dates within the original
      Term of this Agreement.




A
            - 5




**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 Consultant, 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, Consultant agrees to disclose promptly
      to
      Company any and all inventions, discoveries, trademarks, proprietary
      information, know-how, processes or improvements, patentable or otherwise,
      that
      it may make from the beginning of Consultant’s engagement until the termination
      thereof, that relate to the business of Company, whether such is made solely
      or
      jointly with others. Consultant further agrees that, during the Term, it 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 .
      Consultant 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 the Company or any of its affiliated
      companies, and their respective businesses, which shall have been obtained
      by
      Consultant during its 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 Consultant or its
      Representatives in violation of this Agreement) or that is provided to
      Consultant by a third party without an obligation with Company to maintain
      the
      confidentiality of such information. After termination of Consultant’s
      engagement with Company, Consultant 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. Consultant 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. Consultant agrees to return
      to Company promptly upon the expiration or termination of its engagement 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
      its possession or control. Any loss resulting from a breach of the foregoing
      obligations by Consultant 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 Consultant of the Confidential Information,
      or the use of such information by Consultant in violation hereof.




A
          - 6




5.2.1  Restriction
      on Use of Confidential/Trade Secret Information .
      Consultant agrees that its 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 .
      Consultant agrees that it 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 the Services
      and
      Consultant’s duties to the Company under this Agreement.




(b)  Non-Removal/Surrender .
      Consultant agrees that it 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 its duties under
      this Agreement. Consultant further agrees that it shall surrender to the Company
      all documents and materials in its 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 it shall not thereafter retain
      any copies of any such materials.




5.2.2  Non-Solicitation
      of Customers/Prohibition Against Unfair Competition .
      Consultant agrees that at no time after its engagement with the Company will
      it
      engage in competition with the Company while making any use of the Company’s
      confidential/trade secret information. Consultant agrees that it 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 Consultant 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 Consultant’s engagement with the
      Company.




5.3  Non-Solicitation
      During Engagement .
      Consultant shall not during its engagement 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 Employees .
      Consultant agrees that, for one year following the termination of this
      engagement, it 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
      Consultant breaches any of the provisions of this Section 5, or in the event
      that any such breach is threatened by the Consultant, 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.




A
          - 7




**ARTICLE
      VI**


**INDEPENDENT
      CONTRACTOR**




6.1  Independent
      Contractor .
      The
      Consultant’s relationship with the Company will be that of an independent
      contractor, and neither Consultant nor Consultant’s Representatives shall be
      partners or joint venturers with Company. Consultant’s Representatives shall not
      be employees of the Company.




6.2  No
      Authority .
      Neither
      the Consultant, any Representative of Consultant, nor any partner, agent or
      employee of the Consultant, has authority to enter into contracts that bind
      the
      Company or EliteXC or create obligations on the part of the Company or EliteXC
      without the prior written authorization of the Company or EliteXC.




6.3  No
      Benefits .
      The
      Consultant and the Consultant’s Representatives acknowledge and agree that
      Consultant’s Representatives will not be eligible for any Company employee
      benefits, regardless of whether the status of any such Representative is
      redetermined by the Internal Revenue Service or other regulatory authority
      to be
      that of employee.




6.4  Withholding .
      The
      Consultant shall have full responsibility for applicable taxes on all amounts
      paid to Consultant under this Agreement, and by Consultant to Consultant’s
      Representatives, and for compliance with all applicable labor and employment
      requirements with respect to Consultant’s Representatives, including, without
      limitation, all requirements respecting the withholding and payment of
      taxes.




**ARTICLE
      VII**


**MISCELLANEOUS**




7.1  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. Consultant may not assign any of its rights and obligations under
      this
      Agreement. The Company may assign its rights and obligations under this
      Agreement to any successor entity.




7.2  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 courier 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 7.2:




If
                to the Company:
            ProElite,
                Inc.
              12121
                Wilshire Boulevard, Suite 1001
              Los
                Angeles, California 90025
              Telephone:(310)
                526-8700
              Facsimile:(310)
                526-8740
              Attention:Douglas
                DeLucaIf
                to Consultant:
            FFP,
                Inc.
              c/o
                Thomas Jay Thompson
              1311
                Lunalilo Home Road
              Honolulu,
                Hawaii 96825
              Telephone:(    
                 )**
              Facsimile:(    
                 )




A
          - 8




7.3  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.




7.4  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.




7.5  Entire
      Agreement .
      This
      Agreement, the Asset Purchase Agreement and the Noncompetition, Nonsolicitation
      And Nondisclosure Agreement by and between the Company and the Consultant,
      set
      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 Consultant, 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 Consultant’s
      engagement, express or implied, other than to the extent expressly provided
      for
      herein.




7.6  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.
      Notwithstanding the foregoing sentence, no change shall be made with respect
      to
      the time or form of any payments due hereunder.




7.7  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.




7.8  Attorneys’
      Fees .
      If
      either party hereto commences a mediation 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.




A
          - 9




7.9  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.




7.10  Gender
      and Number .
      As used
      in this Agreement, the masculine, feminine, or neuter gender, and the singular
      or plural number, shall each include the other.




7.11  Mediation .
      To the
      fullest extent permitted by law, Consultant and the Company agree to
      confidential mediation in accordance with the Rules, Procedures and Protocols
      for Mediation of Dispute Prevention & Resolution, Inc., then in effect of
      any and all controversies, claims or disputes between them arising out of or
      in
      any way related to this Agreement, the engagement relationship between the
      Company and Consultant 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 mediate, 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 mediate shall apply to them to the extent Consultant’s claims
      arise out of or relate to their actions on behalf of the Company. The Parties
      agree to hold the mediation in Honolulu, Hawaii. The Parties also agree that
      a
      good faith attempt to resolve all issues in mediation is a mandatory
      prerequisite to further adversarial proceedings of any kind, including
      commencement of litigation.




7.12  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, Consultant’s rights, benefits and
      obligations hereunder shall be assigned to the surviving or resulting
      corporation or the transferee of the Company’s assets.




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




FFP, Inc.
            ProElite, Inc.,a New Jersey
              corporationBy:
            
            By:Name:Thomas
                Jay Thompson
            
            Name:Title:President
            
            Title:




A
          - 10




**EXHIBIT
      B**


**NON-COMPETE
      AGREEMENT WITH THOMAS JAY THOMPSON**




**NONCOMPETITION,
      NONSOLICITATION**




**AND
      NONDISCLOSURE AGREEMENT**




This
      NONCOMPETITION, NONSOLICITATION AND NONDISCLOSURE AGREEMENT (this “ Agreement ”)
      is
      being executed and delivered as of __________, 2007 (the “ Effective
      Date ”)
      by
      THOMAS JAY THOMPSON (“ Shareholder ”)
      in
      favor of and for the benefit of FUTURE FIGHT PRODUCTIONS, INC., a Hawaii company
      (the “ Company ”),
      and
      PROELITE, INC., a New Jersey corporation (“ Purchaser ”).




W
      I T N E
      S S E T H:




WHEREAS,
      pursuant to that certain Asset Purchase Agreement (the “ Purchase
      Agreement ”)
      dated
      as of September 13, 2007 by and between Purchaser and the Company, concurrently
      with the Effective Date of this Agreement, Purchaser is acquiring from the
      Company substantially all of the assets of the Company (the “ Assets ”);
      and




WHEREAS,
      it is a condition to the consummation of the transactions contemplated by the
      Purchase Agreement that a non-competition agreement be executed and delivered
      by
      Shareholder; and




WHEREAS,
      the Company conducts business throughout Hawaii; and




WHEREAS,
      the parties hereto recognize that Shareholder, as the founder, executive officer
      and director of the Company, has unique knowledge and experience regarding
      the
      Company’s business, and Purchaser and the Company desire to be assured that
      confidential information pertaining to the Company’s business and the goodwill
      of the Company will be preserved and protected and will inure to the benefit
      of
      Purchaser:




NOW,
      THEREFORE, in consideration of the premises and mutual agreements herein, and
      for other good and valuable consideration the receipt of which is hereby
      acknowledged, and intending to be legally bound, the parties agree as
      follows:




A
      G R E E
      M E N T




1.  Acknowledgments
      by Shareholder .
      Shareholder acknowledges that, in connection with the acquisition of the Assets,
      Shareholder has agreed to enter into this Agreement as an inducement for
      Purchaser to enter into the Purchase Agreement. Shareholder furthermore
      acknowledges that the promises and restrictive covenants that the Shareholder
      is
      providing in this Agreement are reasonable and necessary to the protection
      of
      Purchaser’s and the Company’s business and Purchaser’s legitimate interests in
      acquiring the Assets pursuant to the Purchase Agreement.




B
          - 1


2.  Noncompetition .




(a)  As
      an
      inducement for Purchaser to enter into the Purchase Agreement and as additional
      consideration for the consideration to be paid to Shareholder under the Purchase
      Agreement, Shareholder agrees that until the fifth anniversary of the Effective
      Date (the “ Restrictive
      Period ”),
      Shareholder shall not, without the prior written consent of the Purchaser,
      in
      the states of Hawaii and California:




(i)  directly
      or indirectly, alone or with others, engage in a business which is Directly
      Competitive;




(ii)  be
      or
      become an officer, director, stockholder, owner, corporate affiliate, co-owner,
      partner, member, trustee, promoter, founder, investor or lender, consultant,
      advisor or executive of or to, or otherwise acquire or hold any controlling
      interest in or otherwise engage in the providing of service (whether or not
      for
      compensation) to, any person or entity that engages in a business that is
      Directly Competitive; or




(iii)  permit
      Shareholder’s name to be used in connection with a business that is Directly
      Competitive;




provided,
      however, that nothing in this Section 2 shall prevent Shareholder from
      owning as a passive investment less than one percent (1%) of the outstanding
      shares of the capital stock of a publicly held corporation if Shareholder is
      not
      otherwise associated directly or indirectly with such corporation or any
      affiliate of such corporation.




(b)  For
      purposes of this Agreement, “Directly Competitive” means a business that is
      engaged in, or as of the Effective Date intends to engage in the mixed
      martial arts business and freestyle fighting, which includes: (1) recruiting
      and
      promoting fighters, (2) promoting mixed martial arts fights and (3) branding
      and
      licensing mixed martial arts brands and logos .




(c)  For
      the
      purposes of this Agreement, “Directly Competitive” does not include the training
      and/or instruction of mixed martial arts fighting techniques and/or branding
      and/or licensing of mixed martial arts brands and logos in furtherance of such
      training and/or instruction.




(d)  The
      parties acknowledge that the covenants contained in this Section 2 hereof are
      reasonable in geographical and temporal scope and in all other respects. The
      parties hereto intend that the covenants set forth in this Section 2 hereof
      shall be construed as a series of separate covenants. It is the desire and
      intent of the parties hereto that the provisions of this section shall be
      enforced to the fullest extent permissible under the laws and public policies
      applied in each jurisdiction in which enforcement is sought. If any particular
      provision or portion of the covenants of this Section 2 shall be adjudicated
      to
      be invalid or unenforceable, such adjudication shall apply only with respect
      to
      the operation of the covenant in the particular jurisdiction in which such
      adjudication is made.




B
          - 2




3.  Nonsolicitation .
      Shareholder further agrees that during the Restrictive Period:




(a)  Shareholder
      will not directly or indirectly solicit away employees or consultants of
      Purchaser or the Company or any of its subsidiaries for Shareholder’s own
      benefit or for the benefit of any other person or entity; and




(b)  Shareholder
      will not directly or indirectly solicit away or attempt to solicit away actual
      or prospective customers of Purchaser or the Company or any of its subsidiaries;
      provided, however, that Shareholder may contact any such actual or prospective
      customers for any business which is not Directly Competitive.




4.  Termination
      of Sections 2 and 3 .
      Shareholder, Company and Purchaser agree to immediately terminate Sections
      2
      (Noncompetition) and 3 (Nonsolicitation) of this Agreement if the Company and/or
      Purchaser terminates Shareholder and/or the Consulting Agreement “Without Cause”
as defined below. Shareholder, Company and Purchaser also agree to immediately
      terminate Sections 2 (Noncompetition) and 3 (Nonsolicitation) of this Agreement
      if Shareholder terminates the Shareholder’s Consulting Agreement “For Good
      Reason” as defined below.




(i)  “Without
      Cause” shall mean any and/or all causes that are not specified in the definition
      of the term “With Cause.” In turn, “With Cause” shall mean any of the following
      causes: (i) Shareholder ceases to be a “Representative” of FFP, INC., as defined
      in the Consulting Agreement or (ii) FFP, INC.’s breach of the Consulting
      Agreement which continues uncured for fifteen (15) days after receipt by FFP,
      INC. of written notice from the Purchaser and/or Company identifying such breach
      with reasonable specificity and demanding an immediate cure
      thereof.




(ii)  “For
      Good
      Reason” shall mean any of the following reasons: (i) the Purchaser and/or
      Company materially decreases the Shareholder’s authority or responsibilities
      and/or assigns to the Shareholder duties inconsistent with Shareholder’s
      position or (ii) the Purchaser and/or Company’s breach of the Consulting
      Agreement which continues uncured for fifteen (15) days after receipt by the
      Purchaser and/or Company of written notice from FFP, INC. identifying such
      breach with reasonable specificity and demanding an immediate cure
      thereof.




5.  Noninterference .
      Shareholder further agrees that during the Restrictive Period Shareholder will
      not directly or indirectly:




(a)  Induce
      or
      attempt to induce any customer, supplier, financier, government agency,
      independent contractor, developer, promoter or other person having any business
      or regulatory relationship with the Company to cease, reduce or alter the
      nature, amount or terms or business conducted or regulatory oversight or
      practices followed with respect to the Company or to engage in any business,
      regulatory or other activity which might materially harm the Company or which
      is
      opposed by the Company; and




(b)  Interfere
      with the relationship between the Company and any employee of the
      Company.




B
          - 3




6.  Confidentiality .




(a)  Shareholder
      acknowledges that he has held a sensitive management position with the Company
      and that, by virtue of having held such position, he has had access to and
      has
      learned the Company’s confidential and proprietary information and trade secrets
      pertaining to its past, present, planned or projected operations, results of
      operations, prospects, processes, know-how, services, projects, strategies,
      techniques, procedures, financial capabilities, assets, transactions, partners,
      financing sources and personnel, disclosure of any of which to present or future
      competitors, investors, partners or the general public would be highly
      detrimental to the best interests of the Company. All such confidential and
      proprietary information to which Shareholder has had prior access as a result
      of
      his position with the Company are herein referred to as “ Confidential
      Information .”
For
      purposes of this Section 5, “Confidential Information” does not include (i)
      information which is or becomes generally available to the public or in the
      industry of the Company other than as a result of an unauthorized disclosure
      by
      Shareholder; (ii) is received by Shareholder in good faith and without
      restriction from a third party not under a confidentiality obligation to the
      Company and having the right to make such disclosure; or (iii) Shareholder
      can
      demonstrate is independently developed by or for the Shareholder without use
      or
      reference to the Confidential.




(b)  Without
      limiting any obligations of the Shareholder arising at law or pursuant to any
      existing agreement to which the Shareholder is bound or lawful order of any
      court or governmental agency, Shareholder covenants and agrees to and in favor
      of the Company and Purchaser that, subject to the further provisions of this
      Agreement, Shareholder shall not disclose any Confidential Information to any
      person other than in connection with employment services provided by Shareholder
      to the Purchaser or its affiliates, and Shareholder shall not use for his own
      purposes or for any other purpose other than those of the Company any
      Confidential Information at any time. Without limiting the generality of the
      foregoing, Shareholder agrees that, except as permitted in writing by the
      Company, he will not respond to or in any way participate in or contribute
      to
      any public discussion, notice or other publicity concerning or in any way
      related to Confidential Information. Shareholder agrees that any disclosure
      by
      him of any of the Confidential Information shall constitute a material breach
      of
      this Agreement.




7.  Specific
      Performance .
      Shareholder agrees that in the event of any breach or threatened breach by
      Shareholder of any covenant, obligation or other provision contained in this
      Agreement, Purchaser and the Company shall be entitled (in addition to any
      other
      remedy that may be available to them), to the extent permitted by applicable
      law, to obtain (a) a decree or order of specific performance to enforce the
      observance and performance of such covenant, obligation or other provision
      and
      (b) an injunction restraining such breach or threatened breach without the
      need to post a bond or to show actual damages.




8.  Non-Exclusivity .
      The
      rights and remedies of Purchaser and the Company hereunder are not exclusive
      of
      or limited by any other rights or remedies which Purchaser and the Company
      may
      have, whether at law, in equity, by contract or otherwise, all of which shall
      be
      cumulative (and not alternative). Without limiting the generality of the
      foregoing, the rights and remedies of Purchaser and the Company hereunder,
      and
      the obligations and liabilities of the Shareholder is in addition to his
      respective rights, remedies, obligations and liabilities under the law of unfair
      competition, misappropriation of trade secrets and the like.




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9.  Notices .
      Any
      notice or other communication required or permitted to be delivered to
      Shareholder, Purchaser or the Company, under this Agreement shall be in writing
      and shall be deemed properly delivered, given and received when delivered in
      accordance with the terms of the Purchase Agreement.




10.  Severability .
      If any
      provision of this Agreement or any part of any such provision is held under
      any
      circumstances to be invalid or unenforceable in any jurisdiction, then
      (a) such provision or part thereof shall, with respect to such
      circumstances and in such jurisdiction, be deemed amended to conform to
      applicable laws so as to be valid and enforceable to the fullest possible
      extent, (b) the invalidity or unenforceability of such provision or part
      thereof under such circumstances and in such jurisdiction shall not affect
      the
      validity or enforceability of such provision or part thereof under any other
      circumstances or in any other jurisdiction, and (c) such invalidity or
      enforceability of such provision or part thereof shall not affect the validity
      or enforceability of the remainder of such provision or the validity or
      enforceability of any other provision of this Agreement and is separable from
      every other part of such provision.




11.  Governing
      Law .
      This
      Agreement shall be construed in accordance with, and governed in all respects
      by, the laws of the State of California without giving effect to principles
      of
      conflicts of laws.




12.  Waiver .
      No
      failure on the part of Purchaser or the Company to exercise any power, right,
      privilege or remedy under this Agreement, and no delay on the part of Purchaser
      or the Company in exercising any power, right, privilege or remedy under this
      Agreement, shall operate as a waiver of such power, right, privilege or remedy;
      and no single or partial exercise of any such power, right, privilege or remedy
      shall preclude any other or further exercise thereof or of any other power,
      right, privilege or remedy. Neither Purchaser nor the Company shall be deemed
      to
      have waived any claim arising out of this Agreement, or any power, right,
      privilege or remedy under this Agreement, unless the waiver of such claim,
      power, right, privilege or remedy is expressly set forth in a written instrument
      duly executed and delivered on behalf of such party; and any such waiver shall
      not be applicable or have any effect except in the specific instance in which
      it
      is given.




13.  Captions .
      The
      captions contained in this Agreement are for convenience of reference only,
      shall not be deemed to be a part of this Agreement and shall not be referred
      to
      in connection with the construction or interpretation of this
      Agreement.




14.  Entire
      Agreement .
      This
      Agreement, the Purchase Agreement and the Employment Agreement between the
      Company and Shareholder dated as of the date hereof, set forth the entire
      understanding of Shareholder, Purchaser and the Company relating to the subject
      matter hereof and thereof and supersede all prior agreements and understandings
      between any of such parties relating to the subject matter hereof and
      thereof.




15.  Amendments .
      This
      Agreement may not be amended, modified, altered, or supplemented other than
      by
      means of a written instrument duly executed and delivered on behalf of
      Purchaser, the Company and Shareholder.




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16.  Assignment .
      This
      Agreement and all obligations hereunder are personal to the Shareholder and
      may
      not be transferred or assigned by Shareholder at any time. Purchaser or the
      Company may assign their respective rights under this Agreement in whole or
      in
      part, without the consent or approval of the Shareholder or any other person
      or
      entity.




17.  Effective
      Date .
      This
      Agreement shall become effective on the Effective Date.




18.  Construction .
      The
      parties have participated jointly in the negotiation and drafting of this
      Agreement. In the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as if drafted jointly by the parties,
      and no presumption or burden of proof shall arise favoring or disfavoring any
      party by virtue of the authorship of any of the provisions of this Agreement.




19.  Counterparts .
      This
      Agreement may be signed in counterparts, each of which shall be deemed and
      original, and all of which, when taken together, shall constitute but one and
      the same agreement.







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





SHAREHOLDERTHOMAS
                    JAY THOMPSONFUTURE
                    FIGHT PRODUCTIONS, INC.By
 NameTitle
 PROELITE,
                    INC.By
 NameTitle
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