Fighter Manager Contract

MMA FIGHTER-MANAGEMENT AGREEMENT AGREEMENT made this day of _____________ 2010 between White Chocolate Management, a subsidary company and/or it’s assignee parent company (hereinafter referred to as "Manager") and Christian “The Templer” Knight (hereinafter individually and collectively referred to as "Artist"). In consideration of the mutual undertakings described herein, the parties hereto agree as follows: 1.

Scope Artist hereby appoints Manager the exclusive personal manager of Artist throughout the world during the Term, as defined in paragraph 2 below, with respect to Artist’s career in all aspects of the entertainment industry, and Manager hereby accepts such appointment. As used herein, the term “Entertainment Industry” shall include Ultimate fighting or fighting competitively under any classification, motion pictures, television, video, radio, theater, music, advertising and endorsements, amusement, publishing, personal appearances and the licensing of Artist’s name, photograph, likeness, talents, materials, biographical materials and net profits from website sales.

2.

Term Artist desires to engage Manager as the Artist's exclusive personal manager for an initial period of one (1) year from the date hereof (the "Term") with respect to Artist's services in the Entertainment Industry. It is agreed and accepted that Manager has the sole right to exercise an option (the “Option”) to extend this Agreement for an additional one (1) year period. Manager shall exercise the Option no later than thirty (30) business days prior to the expiration of the initial Term. For purposes of this Agreement, all references to the Term hereunder shall also apply to the Option period, if exercised. The Option shall be deemed automatically exercised by Manager in the event Artist's gross income from employment covered by this Agreement has increased by £50,000 during the initial Term of this Agreement.

3.

Manager Duties

A.

Manager shall use reasonable efforts to render the following services during the Term:

(1)

To advise and counsel Artist in the determination of the proper format for the presentation of Artist’s talents.

(2)

To advise and counsel Artist in the selection of artistic material.

(3)

To advise and counsel Artist in the selection of artistic talent to assist, accompany, or embellish Artist’s presentation

(4)

To advise and counsel Artist in any matters pertaining to publicity, public relations and advertising.

(5)

To advise and counsel Artist regarding general practices in the Entertainment Industry, including matters concerning compensation and privileges extended for similar artistic values and services.

(6)

To be available at reasonable times and places to confer with Artist on all aspects of Artist’s career, upon Artist’s request.

(7)

To attend promptly to all offers, communications and requests relating to Artist’s career; and

(8)

Generally perform those services reasonably necessary as a personal manager in keeping with industry standards to further Artist’s career in the Entertainment Industry.

B.

Manager hereby agrees to exert Manager's best efforts at all times to further the professional career and business interests of Artist.

4. With Artist's prior written consent, Manager is authorized and empowered for the Artist on Artist's behalf and in Manager's discretion to do the following: approve and permit any and all publicity and advertising; approve and permit the use of Artist's name, photograph, likeness, voice, sound effects, caricatures, literary, artistic and musical materials for purposes of advertising and publicity and in the promotion and advertising of any and all products and services. It is understood and agreed that Manager shall supervise any persons or companies specifically retained to do publicity work on behalf of Artist. 5.

Artist Duties

A. At no time shall Manager be required to perform any services which constitute Manager as an "artists' manager" under relevant sections of the California Labor Code, Manager has advised Artist that Manager is not an artists' manager but acts solely as a personal manager, and that Manager is not licensed as an artists' manager under the Labor Code of the State of California or as a theatrical employment agent under the General Business Laws of the State Florida; Manager has at all times advised the Artist that Manager is not licensed to seek or obtain employment and/or engagements for the Artist and that Manager does not agree to do so, and Manager has made no representations to Artist, either oral or written, to the contrary. B. Notwithstanding paragraph 5.A. herein, nothing shall prevent Manager from attempting to obtain employment for Artist when procurement of such employment is incidental to Manager’s duties as a personal manager and does not violate any applicable laws regulating employment, talent or theatrical agencies. C. Manager agrees that Artist retains the sole right to determine whether to accept any proposed offer of employment and Artist agrees that Artist's verbal acceptance of such offers to Manager shall be sufficient for Manager to accept on Artist's behalf. 6. ????????????? Manager’s position hereunder is that of an independent contractor and not an employee, Manager’s services hereunder are not exclusive to Artist, and Manager shall be permitted to perform the same or similar services for other artists during the Term of this Agreement insofar as such similar services do not interfere with Manager’s commitments to Artist under this Agreement. 7.

Exclusivity

A. Artist agrees at all times to devote himself to Artist's career and to do all things reasonable necessary and desirable to promote Artist's career and earning therefrom.

B. Nothing contained in this Agreement shall prohibit Artist from engaging on her own behalf independent attorneys, agents, business mangers, accountants, and auditors. Manager shall use reasonable efforts to assist Artist with the selection of such other professionals upon Artist’s request. 8.

Remuneration

A. As full compensation for Manager’s services rendered hereunder (“Manager’s Compensation”), Artist agrees to pay Manager: GOLD LEVEL: Twenty Percent (20%) of Artist’s Gross Compensation as defined in subparagraph 8.B(1) herein during the Term of this Agreement with the exception of prize & bonus money from Ultimate fighting or fighting competitively under any classification whereby Artist agrees pay Manager Twenty Percent (20%) of Artist’s Gross Compensation from these activities. The manner of calculating all of such payments is set forth by the provisions of subparagraph 8.B(4) herein. SILVER LEVEL: Twenty Percent (20%) of Artist’s Gross Compensation as defined in subparagraph 8.B(1) herein during the Term of this Agreement with the exception of prize & bonus money from Ultimate fighting or fighting competitively under any classification whereby Artist agrees pay Manager Ten Percent (10%) of Artist’s Gross Compensation from these activities. The manner of calculating all of such payments is set forth by the provisions of subparagraph 8.B(4) herein. BRONZE LEVEL: Twenty Percent (20%) of Artist’s Gross Compensation as defined in subparagraph 8.B(1) herein during the Term of this Agreement. The manner of calculating all of such payments is set forth by the provisions of subparagraph 8.B(4) herein. B. 1) (a) Artist’s gross compensation (“Gross Compensation”) shall be defined as any and all gross compensation which the Artist may receive hereunder as a result of the Artist's activities in and throughout the Entertainment Industry, as such activities are defined in paragraph 1 above, including any and all sums resulting from the use of Artist's artistic talents and the results and proceeds therefrom, subject to the exclusions set forth in subparagraph 8.B(2) herein. (b) If Artist forms a business entity for the purpose of furnishing, using, owning or exploiting Artist’s services or products, Gross Compensation shall include Artist’s share of gross income of such business entity (based on Artist’s percentage ownership of such entity) but not any salary received by Artist from such business entity. (2)

Artist’s Gross Compensation shall not include:

(a) Any compensation earned by Artist with respect to Artist's professional services rendered or to be rendered in any endeavor in which Manager, directly or indirectly, has any ownership or financial interest whatsoever or in which Manager has a financial interest; and

(b) Any amounts received by Artist for travel and living expenses incurred or to be incurred by Artist in connection with any employment of Artist's professional services. (3) If Artist receives Gross Compensation in a form other than money, Artist shall pay Manager a sum of money equal to the value of Manager’s share of such Gross Compensation as Manager’s Compensation. (4) (a) Subject to the exclusions set forth in subparagraph 8.B(2) hereof, Manager’s Compensation shall be based on the Gross Compensation accruing to or received by Artist during the Term of this Agreement as a result of any contract or agreement entered into, renewed, extended or modified during the Term of this Agreement and any contract or agreement substantially negotiated during the Term and entered into within ninety (90) days of expiration of this Agreement. (b) Any compensation due Manager under the provisions of subparagraph 8.B(4)(a) based upon Gross Compensation accruing to Artist after the expiration of this Agreement is limited to fifteen percent (15%) of Artist’s Gross Compensation during the first year after expiration of this Agreement; ten percent (10%) of Artist’s Gross Compensation during the second year after expiration of this Agreement; and five percent (5%) of Artist’s Gross Compensation during the third year after expiration of this Agreement. 9. A. Within thirty (30) days after Manager collects or receives any monies or other consideration on Artist's behalf, Manager shall render a written accounting statement to Artist setting forth the gross monies or other consideration so received, specifying the source thereof and the deductions therefrom for Manager’s Compensation hereunder and further deducting the amount of any loans, advances, or expenses made or incurred by Manager to Artist or on Artist's behalf, and each such accounting statement shall be accompanied by payment to Artist of the net sums shown to be due to Artist thereon. Within thirty (30) days after Artist or Artist's designee (e.g. business manager) collects or receives gross monies or other considerations payable to Artist, Artist or Artist's designee shall render a written accounting statement to Manager, setting forth the gross monies or other consideration so received (directly or indirectly by Artist) specifying the source thereof and the deduction therefrom for Manager’s Compensation hereunder (except for Manager’s commissions which have been directly remitted to Manager via a direct accounting arrangement as between Manager and any third parties utilizing Artist's services as provided below) and further deducting the amount of any loans, advances, or expenses made or incurred by Artist to Manager or on Manager's behalf, and each such accounting statement shall be accompanied by payment to Manager of Manager’s Compensation hereunder. Notwithstanding anything to the contrary contained herein, Artist shall cooperate with Manager and shall use Artist's reasonable efforts to establish a direct accounting and royalty payment arrangement between Manager and any third parties with whom Artist conducts business within the scope of this Agreement for the payment of commissions due and payable to Manager in accordance with the terms and provisions of this Agreement. B. Manager’s Compensation shall not be payable to Manager until Artist’s Gross Compensation on which Manager’s Compensation is based has actually been received by Artist.

C. Each party agrees to maintain true and accurate books and records of all financial transactions with respect to this Agreement. Each party, at its sole cost and expense, shall have the right to inspect and audit the other party’s Books and Records to verify the accuracy of all amounts due hereunder, and to make copies of extracts from such Books and Records upon sixty (60) days prior written notice to the other party, once per year, during normal business hours, at the place where such Books and Records are normally kept. "Books and Records" as used herein, include ledgers, journals, receipt books, checks, and all other records used to record or otherwise used only which concern financial matters directly related to this Agreement. D. Manager shall not be required to travel or to meet with Artist at any particular place or places, except when Artist and Manager deem it advisable for Manager to travel, and following Artist’s and Manager’s mutual agreement on arrangements for the costs and expenses of such travel, and upon Artist’s prior written approval of such costs and expenses. E. Artist shall be responsible for payment of any and all expenses, fees and costs incurred by Artist or for the benefit of Artist. In the event that Manager advances any expenses, fees or costs on behalf of Artist and Artist's career, and all such expenditures are substantiated by receipts provided to Artist, Artist shall reimburse Manager within fifteen (15) days of Artist’s receipt of receipts from Manager. Manager shall not make any payments on Artist’s behalf in excess of Three Hundred Dollars ($300.00) to any one payee or source, or payments in the aggregate in excess of One Thousand Dollars ($1,000.00) within any calendar monthly period, without Artist’s prior written approval. 10. Manager warrants and represents that: A. Manager is under no disability, restriction, or prohibition with respect to the Manager's right to execute this Agreement and to perform its terms and conditions; and B. No act or omission by the Manager hereunder shall violate any right or interest of any person or firm, or subject the Artist to any liability to any person or firm. 11. In the event that Manager or any corporation to which Manager assigns this Agreement (subject to Paragraph 12 herein) is adjudicated bankrupt, or if White Chocolate Mangement, Inc. becomes permanently disabled or is declared incompetent by any court having jurisdiction to do so, Artist shall have the right on written notice to terminate this Agreement immediately, subject to Artist’s payment of Manager’s Compensation as set forth herein. 12. A. Subject to the provisions of paragraph 11 hereof, this Agreement shall not be assignable by either party hereto during the Term, except that Manager may assign this Agreement to a corporation or other entity of which a majority interest is owned, or which is controlled, by Manager, and Artist may assign this Agreement to any corporation or other entity of which a majority interest is owned, or which is controlled, by Artist, but such assignment shall not relieve Artist of Artist's obligation to use, exclusively, Manager's services as provided herein. This Agreement shall be binding upon Artist and Manager and shall inure to the benefit of Artist's and Manager's respective successors and permitted assigns.

B. Notwithstanding the foregoing, it is acknowledged and agreed that, although Manager shall have the right to delegate the day-to-day management powers and responsibilities to a person or persons who are employed by Manager, Artist is entering into this Agreement in reliance upon the condition that White Chocolate Mangement, Inc. will at all times be personally responsible for the general supervision of Artist's career as provided herein. 13. A. Either party may terminate this Agreement for material breach by the other party upon thirty (30) day written notice to the other party of such breach (which notice shall include a detailed description of the alleged breach) and the failure of the breaching party to cure the breach within thirty (30) days after receipt of such notice if the breach is reasonably capable of being fully cured within the thirty (30) day period; or if the breach is not reasonably capable of being fully cured within the thirty (30) day period, if such party commences to cure the breach within the thirty (30) day period but fails to proceed with reasonable diligence to complete the curing of the breach. B. Notwithstanding the foregoing, either party shall have the right on written notice to the other party to terminate this Agreement immediately for gross negligence, fraud, willful misconduct, or intentionally dishonest conduct by the other party, and such termination shall be without prejudice to any of the terminating party’s rights and remedies in connection therewith. 14. All notices hereunder shall be in writing and shall be sent by certified mail, return receipt requested, at the respective addresses set forth below or such other address or addresses as may, from time to time, be designated in writing by either party: 15. A. This Agreement has been entered into in the State of Florida, and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida. The Florida state and federal courts located within the City of Florida shall have exclusive jurisdiction over any controversies regarding this Agreement. Both parties consent to personal jurisdiction in the State of Florida. B. Failure by either party at any time to require performance by the other party or to claim a breach of any provision of this Agreement shall not be construed as affecting that breach or any subsequent breach or the right to require performance thereof nor prejudice either party as regards any subsequent action to which such party might be entitled, unless the terms of said provision specifically provide to the contrary. C. The failure of a party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to the provision or any other provision of this Agreement. D. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect.

E. Any change to this Agreement may only be effected if mutually agreed upon in writing by Artist and Manager. This Agreement shall not be modified or amended or any rights of a party to it waived, except by such a writing. F. Nothing contained in this Agreement shall be deemed to constitute a partnership or joint venture between the parties hereto, and neither party shall be bound by any representation, act or omission of the other. G. This contract encompasses all of the terms and conditions and representations made by either party and supersedes any prior or contemporaneous oral or written agreements between Artist and Manager. H. Manager shall have the right to advertise and publicize Manager as Artist's exclusive personal manager and representative and Artist shall cooperate and assist Manager in securing written credit as such whenever reasonably possible. I. Artist warrants and represents that Artist has been represented by independent counsel or has had the unrestricted opportunity to be represented by independent counsel of Artist's choice for purposes of advising Artist in connection with the negotiation and execution of this Agreement. If Artist has not been represented by independent counsel of its choice in connection with this Agreement, Artist acknowledge and agree that its failure to be so represented was determined solely by Artist. Artist hereby warrants that he/she is of sound mind and body and has the legal right to enter into this contractual agreement and has no other contractual agreements that would be in conflict with this agreement. Artist: Christian Knight c/o Pantiles, The Studio Shirley Drive, Hove East Sussex, BN3 6QP United Kingdom With a courtesy copy to: _____________________________________________ _____________________________________________ _____________________________________________ Manager: White Chocolate Mangement Ltd 1901 Harrison St. Hollywood, FL 33020 With a courtesy copy to Manager's Legal Representatives: Josh Entin, Esq. 407 Lincoln Road Penthouse SE Miami Beach, FL, 33139

IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the date first written above. On Behalf of WHITE CHOCOLATE MANGEMENT, INC. x________________________________________________ By: Raymond Francis, Chairman & Chief Executive Officer “Manager” On Behalf of TEMPLAR KNIGHT PROMOTIONS LTD x_________________________________________________ By: Mr. Christian Knight “Artist”