ITEM 8.01 Other Events

On May 13, 2009, ProElite, Inc. and EliteXC, Inc. (together as "Company") entered into an agreement with Kevin Ferguson ("Fighter") pursuant to which the Company obligation to provide future bouts and payments to Fighter was retired and the unarmed combatant promotional agreement as amended (the "UCPA Agreement") between the Company and Fighter was terminated (the "Termination Agreement"). Under the terms of the Termination Agreement, Company and Fighter agreed that except for certain ancillary rights previously granted and defined under the UCPA Agreement (the "Ancillary Rights"), the UCPA Agreement and all rights and obligations arising thereunder were terminated and Company and Fighter mutually released each other with respect to, among other things, any and all claims, agreements, debts, liens, damages or liabilities of any nature, including, without limitation, any liabilities arising under the UCPA Agreement. It was further agreed under the Termination Agreement that none of the parties shall be required to make any further payment to another Party in connection with the UCPA Agreement.

ITEM 1.02 Termination of a Material Definitive Agreement

To the extent the contract referred to in item 8.01 above is deemed a material contract, the disclosure in such section is hereby incorporated by reference.

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