EX-10.1: TERMS OF AMENDMENT AND WAIVER TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1

Terms of Amendment and Waiver to
Registration Rights Agreement, dated as of August 6, 2007, among
International Fight League, Inc. and the several purchasers signatory thereto

International Fight League, Inc. (the “Company”) entered into a Registration Rights Agreement (the “Agreement”), dated as of August 6, 2007, among the Company and the several purchasers signatory thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

The Company and Purchasers have agreed to amend the Agreement as follows:

The definition of the “Effectiveness Deadline” and “Filing Deadline” in the Agreement are amended in their entirety as follows:

     “ Effectiveness Deadline ” means, with respect to the Registration Statement required to be filed to cover the resale by the Holders of the Registrable Securities, the earlier of: (i) the 84 ^th calendar day following the Closing Date; provided , that, if the Commission reviews an