0001144204-07-033038 Sample Contracts

Proelite, Inc. – WARRANT TO PURCHASE COMMON STOCK OF PRO ELITE, INC. (Subject to Adjustment) (June 21st, 2007)

THIS CERTIFIES THAT, for value received, Mark Burnett (“Holder”), is entitled, subject to the terms and conditions of this Warrant, to purchase up to Seventeen Million (17,000,000) shares of common stock, par value $0.0001 per share (the “Warrant Shares”), of Pro Elite, Inc., a New Jersey corporation (the “Company”), at an exercise price per share equal to $3.00 (the “Purchase Price”), subject to the terms and conditions herein. This Warrant is issued pursuant to the binding agreement related to a reality show dated as of June 15, 2007 (the “Agreement”) between JMBP, Inc. (“MBP”) and the Company. (Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.) This Warrant is divided into Nine Tranches, each with the number of Warrant Shares as described on Schedule A hereto. Both the number of Warrant Shares and the Purchase Price are subject to adjustment and

Proelite, Inc. – INVESTOR RIGHTS AGREEMENT (June 21st, 2007)

This Investor Rights Agreement (this “Agreement”) is made and entered into as of June 15, 2007, by and among Pro Elite, Inc., a New Jersey corporation (the “Company”), Mark Burnett (“Holder”) and Santa Monica Capital Partners II, LLC, (“SMCP”) with reference to the following.