0001144204-07-067382 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • December 13th, 2007 • Proelite, Inc. • Services-amusement & recreation services

This CONSULTING AGREEMENT (this “Agreement”) is entered into as of December 7, 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” or “PE”), and FFP, INC., a Hawaii corporation (“Consultant,” together with the Company, the “Parties”), with reference to the following facts:

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 13th, 2007 • Proelite, Inc. • Services-amusement & recreation services

THIS FIRST AMENDMENT (the “Amendment”) to the ASSET PURCHASE AGREEMENT dated as of September 13, 2007 (the “Agreement”) is entered into by and among ProElite, Inc., a New Jersey corporation (“Company”), Future Fight Productions, Inc., a Hawaii corporation, (“Seller”) and the holders of one hundred percent (100%) of the outstanding shares of capital stock, Thomas Jay Thompson and Odd Haugen (collectively, the “Shareholders”).

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