Notice of Sale of ProElite's Assets

November 5, 2008

Notice is hereby given that the Collateral (as defined below) will be sold by Showtime Networks Inc. (“Showtime”) at a public sale on November 17, 2008 at 10:30 a.m. (Pacific Standard Time) at the offices of Hughes Hubbard & Reed LLP, 350 South Grand Avenue, Los Angeles, California 90071. The term “Collateral” means all of ProElite, Inc.’s (“ProElite”), Real Sport, Inc.’s (“Real Sport”), ProElite.com’s (“ProElite.com”), EliteXC Live’s (“EliteXC”) and King of the Cage, Inc.’s (“KOTC”; each of ProElite, Real Sport, ProElite.com, EliteXC and KOTC, a “Debtor” and collectively, the “Debtors”) right, title and interest in, to and under, whether now owned or hereafter acquired by such Debtor, all present and after acquired personal property of such Debtor, whether tangible or intangible, wherever located and of whatever nature. The Collateral includes all contracts between any Debtor and mixed martial arts fighters (including, but not limited to, Kevin Ferguson a.k.a. “Kimbo Slice”, Gina Carano, Jake Shields, Robbie Lawler, Frank Shamrock, Antonio Silva, Brett Rogers, Dave Herman, Scott Smith, Nick Diaz, Cristiane Venancio Justino a.k.a. “Chris Cyborg”, Eddie Alvarez, Yves Edwards and Wilson Reis) and all of each Debtor’s video library, still photographs and home videos (e.g., DVDs and VHS tapes). The Collateral will be sold to the highest qualified bidder in public on November 17, 2008 at 10:30 a.m. (Pacific Standard Time) at the offices of Hughes Hubbard & Reed LLP, 350 South Grand Avenue, Los Angeles, California 90071. The Collateral will be sold on an “as-is, where-is” basis, without recourse, warranty or guarantee of any kind, express or implied, including as to title, possession, enforceability, validity, merchantability or fitness for a particular purpose. Interested bidders who would like further information regarding the Collateral to be sold should contact Kent Sevener at (212) 708-3259. Showtime reserves its right to adjourn or cancel the sale at any time.

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