TRANSITION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

[Execution Copy]

TRANSITION AGREEMENT AND GENERAL RELEASE

     Transition Agreement and General Release (this “ Agreement ”) made as of December 17, 2007, by and between International Fight League, Inc., with offices located at 424 West 33rd Street, Suite 650, New York, New York 10001 (the “ Company ”), and Gareb Shamus, who is domiciled at 24 North Brae Court, Tenafly, New Jersey 07670 (“ Executive ”; and each of the Company and the Executive, a “ Party ”, and collectively, the “ Parties ”).

     WHEREAS, Executive was employed by the Company as Chief Executive Officer and interim Chief Financial Officer, and also served as the Chairman of the Board of Directors of the Company through November 19, 2007; and

     WHEREAS, Executive and the Company had determined that Executive’s employment by the Company and his service as a director of the Company should conclude; and

     WHEREAS, Executive resigned after the close of business on November 19, 2007 from his employment as the Chief Executive Officer and interim Chief Financial Officer of the Company, and from his service as the Chairman of and as a director on the Company’s Board of Directors; and

     WHEREAS, the Parties desire to set forth a mutually acceptable process for the orderly transition of Executive’s separation from employment by and service to the Company.

     NOW, THEREFORE, IT IS AGREED THAT:

     1.   Separation; Consultancy .

          (a) At the request of the Company, Executive hereby irrevocably tenders, and the Company hereby accepts, Executive’s resignation as an employee and officer of the Company effective at the close of business on November 20, 2007. Effective on the date hereof, the Executive shall resign as a director of the Company.

          (b) Effective as of the date of this Agreement, Executive shall be engaged as a consultant to the Company from the date hereof until the close of business on May 20, 2008 (the “ Separation Date ”), at which time Executive’s engagement as a consultant shall terminate. Notwithstanding the immediately preceding sentence, upon the Company’s written request, Executive shall resign as a consultant to the Company on any date prior to the Separation Date selected by the Company (the “ Earlier Separation Date ”), effective as of the date specified in such notice, provided that on or prior to the Earlier Separation Date, the Company shall pay Executive a lump-sum amount equal to any and all remaining consulting fees which would have been paid through the Separation Date under Section 1(f) below.

          (c) Until earlier requested to resign by the Company, Executive shall continue to serve as a consultant to the Company through the Separation Date (or the Earlier Separation Date, if applicable) unless, at his option, he elects to resign from such position.

          (d) Until the Separation Date (or the Earlier Separation Date, if applicable), Executive will fully and faithfully discharge his duties as a consultant to the Company, as set forth in Section 1(g) below, and shall comply with this Agreement.

          (e) Executive agrees that Executive will not be reemployed by the Company, and Executive will not knowingly accept, apply for, or otherwise seek employment with the Company at any time without the express written consent of the Board of Directors of the Company, or any of the Company’s successors or assigns.

          (f) During the period beginning on the date hereof through and including the Separation Date (subject to acceleration upon the Earlier Separation Date in accordance with the last sentence of Section 1(b) above), the Company shall pay to Executive a consulting services fee of $20,833 per month (which amount equals Executive’s current regular monthly gross salary), without deduction for federal, state and local taxes and other appropriate payroll deductions, and otherwise in accordance with prevailing Company payroll practices. These payments are in consideration of Executive providing consulting services and agreeing to all of the terms of this agreement, including without limitation the release, non-compete, and lock-up provisions.

          (g) The Company covenants and agrees that it shall use commercially reasonable efforts to cause any and all Licenses (as defined below, which include but are not limited to state promoter licenses), bonds (including but not limited to state bonds for which Executive signed a personal guarantee), leases (including but not limited to the Company’s New York City office space) and/or other Company filings (other than filings with the U.S. Securities and Exchange Commission (“ SEC ”)) to be amended so as to remove Executive’s name from such License, bond, lease or filing. Executive hereby acknowledges, confirms and agrees that his duties as a consultant to the Company as provided in Section 1(b) above are on an as needed or requested basis, and shall include, in addition to his obligations under Section 4 below, the obligation for him upon reasonable request by the Company, to (x) as and when requested, assist the Company with respect to the renewal, obtainment, preservation or extension of any licenses, permits or other regulatory certifications, instruments or documentation (collectively, “ Licenses ”) relating to the Company, any of its subsidiaries, or any events to be held by the Company or any of its subsidiaries, for which the Executive’s name appears in such License or application therefor whether in his personal or official capacity; (y) as and when requested, advise the Company with respect to the renewal, obtainment, preservation or extension of any Licenses; and (z) provide such further advice relating to duties previously performed by Executive in his capacity as an executive officer of the Company as the Board of the Directors or the Chief Executive Officer of the Company, on the one hand, and Executive, on the other hand, acting in good faith, shall mutually agree upon. Executive further acknowledges, confirms and agrees that he shall not have power or authority to make or give any promise, to execute any contract or otherwise create, or assume any liability or obligation in the name of or on behalf of the Company unless specifically granted such power or authority by the Board of Directors or the Chief Executive Officer of the Company in writing, and shall take no such actions without the prior written consent of the Board of Directors or the Chief Executive Officer of the Company. The obligations of Executive under this Section 1(g) and Section 4 below shall not require Executive to perform any services or be present at the offices of the Company except as may be reasonably requested by the Company upon reasonable notice.

          (h) Executive acknowledges that while employed by the Company or any of its subsidiaries, Executive may have made Contributions and Inventions of value to the Company and its subsidiaries and affiliates. The terms “ Contributions ” and “ Inventions ” include all designs, logos, trademarks, trade names, service marks and works of authorship (including without limitation, team names and event names), in each case, that are directly related to the Company’s mixed martial arts business, any of its subsidiaries or the mixed martial arts events business of the Company or any of its subsidiaries, regardless of (i) whether or not they are patentable or copyrightable or subject to analogous protection (such as under trademark laws), (ii) their form or state of development, (iii) whether or not Executive made them alone or with others, (iv) whether they were conceived or made by Executive, alone or with others, while employed by the Company or any of its subsidiaries, and (v) whether they were conceived or made during regular working hours or the location where they were conceived or made.

          With respect to Contributions or Inventions covered by this Section, Executive agrees that:

          (i) Executive will disclose them promptly to the Company and will not disclose them to anyone other than authorized Company personnel;

          (ii) They will belong solely to the Company (or the applicable subsidiary thereof) from conception as “works made for hire” (as that terms is used under U.S. copyright law) or otherwise. To the extent that title to any such Contributions or Inventions does not, by operation of law, vest in the Company (or the applicable subsidiary thereof), Executive hereby irrevocably assigns to the Company (or the applicable subsidiary thereof) all right, title and interest, including, without limitation, tangible and intangible rights such as patent rights, trademarks, trade names, service marks and copyrights, that Executive may have acquired in and to all such Contributions and Inventions, and all benefits and/or rights resulting therefrom, and agrees to promptly execute any further specific assignments related to such Contributions or Inventions, benefits and/or rights at the request of the Company (or the applicable subsidiary thereof).

          (iii) Executive will, upon reasonable request, assist the Company and any of its subsidiaries in obtaining and maintaining patent, copyright, trademark and other appropriate protection for them in all countries, at the Company’s or such subsidiary’s expense. In the event that the Company or any of its subsidiaries is unable to secure Executive’s signature after reasonable effort in connection with any patent, trademark, copyright, or other similar protection relating to a Contribution or an Invention, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney-in fact, to act for and on his behalf and stead to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights, mask works or other similar protection thereon with the same legal force and effect as if executed by Executive.

          (i) The Company shall reimburse Executive, consistent with past practice, for all reasonable business-related expenses incurred by Executive in connection with the performance of his duties as an officer or director of the Company prior to the effective time of his resignation at the close of business on November 19, 2007, to the extent that Executive submits expense statements and other supporting documentation therefor to the Company as promptly as practicable; provided that the amount of such reimbursement shall not exceed $200 in the aggregate.

     2.   Exclusive Payments . Executive acknowledges and agrees that the Company has paid to Executive all of Executive’s wages, commissions, bonuses, and accrued vacation pay, and that the Company and its subsidiaries owe Executive no other wages, commissions, bonuses, vacation pay, employee benefits, equity-based compensation, or other compensation or payments of any kind or nature, other than as provided in this Agreement.

     3.   Certain Representations, Warranties and Covenants .

          (a) Executive covenants and agrees that he will promptly return to the Company any and all documents, software, equipment (including, but not limited to, computers and computer-related items), Company credit cards, and all other materials or other things in Executive’s possession, custody, or control which are the property of the Company, including, but not limited to, any Company identification, keys, and the like, wherever such items may have been located; as well as all copies (in whatever form thereof) of all materials relating to Executive’s employment, or obtained or created in the course of his employment, with the Company. Notwithstanding the foregoing, the Company agrees that Executive shall be permitted to retain (1) his laptop computers — Dell Latitude and Apple MacBook, and related computer accessories currently in Executive’s possession, for use by Executive through the Separation Date, and thereafter for his own personal use at no or nominal cost to Executive, provided that (i) Executive shall promptly deliver the laptop computers to the Company in order that the Company may remove all of the data relating to the Company, its subsidiaries and the business of the Company or any of its subsidiaries, and (ii) Executive shall be responsible for paying any service or other recurring costs or expenses relating to any of the foregoing; (2) his cellular phone and existing cellular phone number, provided that Executive uses his best efforts to promptly have the account changed from being in the name of the Company or in his capacity as an officer of the Company or billed to the account of the Company, to being in the name of Executive and billed to his own account; (3) copies of documents and information relating to Executive’s investments and ownership interests in the Company; (4) copies of documents and information relating to the actions captioned Zuffa, LLC v. International Fight League, Inc. et al. , and International Fight League, Inc. v. Zuffa, LLC and Dana White , Eight Judicial District Court, Clark County, Nevada, Case No. A516841; and (5) any promotional materials or items or mementos of a historic, personal, sentimental or similar nature, including but not limited to Executive’s IFL ring, belt, or any IFL-related clothing or apparel; provided that this clause (5) shall not include any promotional materials or items that are necessary or desirable for the Company’s or any of its subsidiaries’ ongoing or future events (such as any planned merchandising or memorabilia related events) to the extent such materials or items have not been personalized with respect to Executive.

          (b) Executive hereby represents and warrants that, other than those materials Executive will return to the Company pursuant to Section 3(a) above, Executive has not copied or caused to be copied, and has not printed-out or caused to be printed-out, any software, computer disks, or other documents other than those documents generally available to the public, or retained any other materials originating with or belonging to the Company, and that Executive will not do so. Executive further represents that Executive has not retained and will not retain in his possession any software, documents or other materials in machine or other readable form, which are the property of the Company, originated with the Company, were obtained or created in the course of Executive’s employment, or relate to employment with the Company, other than copies of documents or materials relied on by him in the discharge of his duties as Chief Executive Officer of the Company in support of the public filings made by the Company under his certification, which copies Executive shall be permitted to retain and shall be deemed “Confidential Information” and be subject to the requirements of Section 11 below.

          (c) Executive represents, warrants and acknowledges that he is aware of his obligations under applicable federal and state securities laws by virtue of his current office and directorship of the Company, and that he shall comply with all such obligations, including without limitation, his use, awareness and possession of material non-public information and the Company’s Insider Trading Policy, as in effect on the date hereof and the Separation Date (or, the Earlier Separation Date, if applicable).

     4.   Transition . Executive covenants and agrees that, to the extent requested by the Company, he will use his reasonable best efforts to cooperate with the Company to achieve from the date hereof through and including the Separation Date (or the Earlier Separation Date, if applicable), an effective and orderly transition of his duties and responsibilities to such employee(s) or person(s) as the Company in its sole discretion may designate, including, but not limited to, by promptly and fully responding to all inquiries, following all reasonable instructions of the Board of Directors or the Chief Executive Officer of the Company concerning any matters involving the Company and within the purview of his employment responsibilities. From and after the date hereof through and including the Separation Date (or the Earlier Separation Date, if applicable), Executive agrees, upon request reasonably made by the Board of Directors or the Chief Executive Officer of the Company, to execute all such accurate and truthful documents and take all such actions and steps as the Company reasonably deems necessary, advisable or required in order to further the intent and purposes of this Agreement, including the Executive’s resignations and transitions contemplated hereby, and the execution of such accurate and truthful filings by the Company with the SEC as the Company represents and warrants are legally proper and permissible and as may be required by law.

     5.   Cooperation . Executive covenants and agrees that, as reasonably requested by the Company, he will promptly and fully respond to all inquiries from the Company and its representatives concerning any financial, legal, or administrative matters concerning the Company. Executive further agrees that he will promptly and fully comply with any reasonable request by the Company or its representatives asking for Executive’s testimony or other evidence in any legal or administrative proceeding, or in connection with any claims or demands, concerning the Company. The Company shall reimburse Executive for any reasonable pre-approved out-of-pocket expenses incurred in connection with any cooperation provided under this Section 5.

     6.   Non-Compete .

          (a) Executive acknowledges and agrees that the business engaged in by the Company, and the relationships with promoters, athletes, management of venues, licensing boards and consultants of the Company, are not limited to any particular geographic area, but encompass all 50 states of the United States of America. Executive also agrees and acknowledges that, by virtue of Executive’s employment and position with the Company and its subsidiaries, Executive has had access to and maintained an intimate knowledge of the Company’s and its subsidiaries’ activities and affairs, including trade secrets and other valuable proprietary and confidential information of the Company, including without limitation, financial reports, marketing strategies, merchandising, event, team and league promotions and developments and strategic plans.

          (b) As a material inducement for the Company to enter into this Agreement, and as additional consideration for the Company’s promises set forth herein, Executive agrees, warrants, represents, and acknowledges that during the period beginning on the date of this Agreement and ending on May 20, 2008, Executive shall not, directly or indirectly, as employee, agent, consultant, equity holder, director, promoter, match-maker, co-partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, act as a consultant or advisor to, render services for (alone or in association with any person or entity), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that engages or proposes to engage in, anywhere in the Territory (as defined below), the promoting or organizing of mixed martial arts events, whether live, televised or otherwise. Notwithstanding the foregoing, nothing in this Section shall prohibit Executive from becoming employed by, or engaged as consultant or advisor to, any sports, media, entertainment or toy conglomerate or any affiliate thereof, so long as Executive is not involved with, or otherwise provide support, services, advice or assistance relating to, the production, broadcast, promotion or organization of mixed martial arts events. “ Territory ” means Nor