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Exclusive Patent & Copyright License - TEKNIK DIGITAL ARTS - 3-1-2005

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					                                                 EXHIBIT 10.10

                            EXCLUSIVE PATENT & COPYRIGHT LICENSE

This Agreement in triplicate entered into this 25th day of June, 2003, by and between Andamiro U.S.A Corp., a
California corporation, located at 19140 S, Van Ness Ave" Torrance, California (hereafter designated as the
Licensor) and Parisi Sports, Inc" a Delaware corporation, located at 2-22 Banta Place, Fair Lawn, New Jersey
07410 (herein designated as the Licensee),

Whereas, the Licensor is the owner of United States Letters Patent 4,720,789 ("PATENT") as well as a
copyright in the software program known as "SDK", and

Whereas, the Licensee is desirous of exclusively licensing the aforementioned patent and "SDK" software for
performance enhancement fitness related pressure sensitive mats with connectivity to a personal computer as well
as gaming consoles or a self-contained unit having an integrated screen in accordance with the terms identified
below:

Now, therefore, in consideration of the mutual promises and covenants herein contained, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties have agreed as follows:

1. GRANT OF EXCLUSIVE LICENSE. Subject to the terms of this Agreement and the payment of the royalty
as hereinafter provided for, Licensor hereby grants to the Licensee the exclusive license to make, use and sell
performance enhancement fitness related pressure sensitive mats with connectivity to a personal computer and/or
a gaming console ("PRODUCT") disclosed in said patent as well as to use the "SDK" software toolkit
("SOFTWARE") for purposes of developing any software used in conjunction with the aforementioned
PRODUCT.

2. TERM. This exclusive license will begin upon the date entered in the preamble above and will expire on
October 31, 2005. The term of this Agreement may be extended upon mutual agreement.

3. MINIMUM INITIAL QUANTITY. The Licensee shall make the commitment to have the minimum of at least
two thousand five hundred or one full 40' container of (2,500/ One 40' container) licensed products distributed
upon the execution of this Agreement.

4. TERMINATION. This Agreement may be terminated if the Licensee does not distribute more than five
thousand (5,000) licensed units within one year of the first delivery shipment to the United States.

5. ADVANCE. Licensee agrees to pay to Licensor a nonrefundable, but recoupable, five thousand ($5,000)
dollar advance upon this contract's execution.

6. ROYALTY.

a. PRIOR TO OCTOBER 31, 2005. The Licensee shall pay to the Licensor a royalty in the sum of 8% of the
sale price of each PRODUCT sold and not returned. Both parties understand that the royalty rate is based upon
not only the PATENT and SOFTWARE license but also Andamiro's obligation to source all requisite parts and
packaging, quality control the same and ship the product at Licensee's expense to Licensee's designated broker.
If Licensee elects to no longer use Andamiro for the sourcing services, then the royalty rate will be reduced to
5% of the sale price of each PRODUCT sold and not returned. The royalty herein provided shall be accounted
for on a quarterly basis and paid to Licensor within thirty days after the end of each calendar quarter. A small
reserve may be retained by Licensee, not to exceed 5% of the royalty payment due, in order to properly account
for returns during the applicable quarter. Licensee agrees to liquidate the reserve in the next applicable quarterly
payment.

b. AFTER TO OCTOBER 31, 2005. The Licensee shall pay to the Licensor a royalty in the sum of 5% of the
sale price of each PRODUCT sold and not returned. Both parties understand that the royalty rate is based upon
not only the SOFTWARE license but also Andamiro's obligation to source all requisite parts and packaging,
quality control the same and ship the product at Licensee's expense to Licensee's



designated broker. If Licensee elects to no longer use Andamiro for the sourcing services, then the royalty rate
will be reduced to 3% of the sale price of each PRODUCT sold and not returned. The royalty herein provided
shall be accounted for on a quarterly basis and paid to Licensor within thirty days after the end of each calendar
quarter. A a small reserve may be retained by Licensee, not to exceed 5% of the royalty payment due, in order
to properly account for returns during the applicable quarter. Licensee agrees to liquidate the reserve in the next
applicable quarterly payment.

7. QUALITY CONTROL. The Licensee shall present the working model and the final product for the inspection
for quality to the Licensor. The Licensor shall provide a written approval of the working model and the final
model within ten
(10) business days. If the written approval of the working model and the final model is withheld, then the Licensor
shall provide a list of quality issues in writing within a reasonable period. The Licensee shall not distribute any
licensed products without the written approval of the final model.

8. SUB-LICENSING. The Licensee may sub-license to a third party upon the written consent of the Licensor.
The Licensee shall provide full and detail information about the potential Sub-Licensee to the Licensor before
entering into any sub-license agreement.

9. INSPECTION OF BOOKS. The Licensors shall have the right, upon two business day's notification, to
inspect the books pertaining to this business matter of the Licensee to verify that the quarterly statement furnished
them by the Licensee are accurate or may require, based on a good faith assumption, an affidavit for accuracy of
said statement. Licensee may request from Licensor bill of materials in order to verify accuracy. Licensee is
entitled to review Licensor's bill of materials pertaining to this business relationship.

10. IMPROVEMENT. Any further inventions or improvements made by the Licensors shall inure to the benefit
of the Licensor and the Licensee shall be licensed under such improvements on the terms and conditions
hereinabove set forth. It is also agreed any inventions or improvements made by the Licensee shall not relieve it of
its obligations to pay royalty or any of the other obligations in this Agreement. Moreover, the parties agree that
any improvements developed by Licensee shall remain the sole property of Licensee. Should the parties jointly
develop any improvement, then the parties agree to consider themselves joint inventors.

11. EFFECT OF INVALIDITY OF PATENTS. Should the patents above referred to by declared invalid by a
court of last resort, or become otherwise inoperative to maintain the monopoly intended to be secured by it, this
license and obligations hereunder may be revoked by the Licensee.

12. PROTECTION OF PATENT AGAINST INFRINGEMENT. Licensor hereby agree to assist in
maintaining the patent protection in accordance with the scope of the patent and to jointly proceed with the
Licensee against infringers to maintain the protection of said patent. Licensor and Licensee agree to bear equal
parts in the expense of prosecuting the same and receive equal amounts of the damage money received from the
infringers, if the action to pursue the purported infringer is brought jointly by the Licensor and the Licensee.
However, if one party does not wish to pursue the infringement action, then other party is entitled to join the other
party, should it be legally necessary, and pursue the matter at its own expense and that party is also entitled to
keep the entire damage award.

13. LICENSOR INDEMNIFICATION & HOLD HARMLESS. Licensor represents and warrants that it has
the power to enter into this Agreement. Licensor agrees to defend, hold harmless Licensee from and against any
claim, suit, demand, or action alleging that the PRODUCT and/or the SOFTWARE infringes a third party's
intellectual property right, and Licensor shall indemnify and Hold Harmless Licensee form any claim, suit,
demand, or action; provided, however, that (I) Licensee shall have given Licensor prompt written notice of such
claim, suit, demand, or action; (2) Licensee shall cooperate with Licensor in the defense and settlement thereof;
and (3) Licensor shall have control of the defense of such claim, suit demand, or action and the settlement or
compromise thereof.

14. ACKNOWLEDGEMENT OF PROPRIETARY MATERIALS; LIMITATION ON USE. Licensee
acknowledges that the SOFTWARE and its documentation are the property of Licensor and Licensor holds the
copyright interests therein, the licensed programs and documentation are to be treated as unpublished works.
Licensee further acknowledges that SOFTWARE and Documentation will be treated by Licensee as secret and
proprietary information of Licensor of substantial value, and Licensee shall treat such information so received in
confidence and shall not permit the unauthorized disclosure of the SOFTWARE to anyone not specifically
authorized. However, this restriction in no



way limits Licensee's ability to incorporate or utilize the SOFTWARE for purposes of developing application
programs to provide to consumers as part of the PRODUCT. Such application programs are solely the property
of Licensee and Licensee is the legal owner for copyright purposes.

15. FORCE MAJEURE. Neither party shall be liable for any costs or damages due to nonperformance under
this Agreement arising out of any cause or event not within the reasonable control of such party and without its
fault or negligence.

16. NO ASSIGNMENT. This Agreement shall not be assigned in whole or in part without the prior consent of
the other, and any attempt by either party to assign this Agreement without the express written permission of the
nonassigning party shall be invalid.

17. NOTICE. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by
certified or registered mail to the other party at its principal office, to the attention of the president, or otherwise
as directed by either party.

18. GOVERNING LAW & FORUM. This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State of California. For the purpose of interpreting
and/or enforcing this Agreement, the parties hereby voluntarily and knowingly choose the approved arbitration
panels in Southern California, the California state courts in Southern California or the U.S. District Court of
Central District to be the chosen forum, and agree that such arbitration panels and courts have personal
jurisdiction over the parties. The parties hereby voluntarily and knowingly waive all defenses offorum non-
conveniens and/or improper venue.

19. LEGAL FEES. In the event of any breach of this Agreement, the party aggrieved shall be entitled to recover
from the breaching party, in addition to other relief provided by law, such costs and expenses incurred by the
aggrieved party, including court costs, attorney's fees and other costs-and expenses reasonably necessary.

20. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and
supersedes any prior or written contract entered into by the parties to this Agreement.

21. MUTUALLY DRAFTED. This Agreement is drafted by both parties.

22. NO WAIVER. Neither party shall, by mere lapse of time, without giving notice thereof, be deemed to have
waived any breach by the other party of any terms or provisions of this Agreement. The waiver by either party of
any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such
breach.

In Witness Whereof the parties have caused this agreement to be executed effective the date first written above.

ANDIMIRA U.S.A. CORP.
a California corporation

                                                   /s/ James Ko
                                            ---------------------------
                                            James Ko / President




PARISI SPORTS, INC.,
a Delaware corporation
                                                 /s/ Bill Parisi
                                          ---------------------------

                                          Bill Parisi




                                                 EXHIBIT 10.11

                               MERCHANDISE LICENSING AGREEMENT

AGREEMENT made as of April 1, 2003 between NBC Enterprises, Inc. ("NBC"), whose address is 3400
West Olive Avenue, Sixth Floor, Burbank, California 91505, and Playinteractive, LLP. ("Licensee") whose
address is 12070 N. 134th Way Scottsdale, Arizona 85259 Attention: Larry Meyers, General Partner.

NBC and Licensee agree as follows:

                                             BASIC PROVISIONS

1. Grant or Rights: NBC grants to Licensee a license to use and exploit the "Property" and "Trademarks" in
connection with the manufacture and distribution of the "Products" throughout the "Territory" during the "term" as
provided in this agreement ("Agreement").

2. Exclusivity: The rights granted to Licensee herein are granted on Exclusive basis and are granted in accordance
with Paragraph 7(c) of the Standard Terms and Conditions, attached hereto.

3. Property and Trademarks: The title, names, logos, trademarks, art work, photographs, of and associated with
the Fear Factor Program and the related marks and design.

4. Products: Video Games, Console, PC handheld games, and Gaming Guide Books for instructional and
strategy usage with games based upon the "Fear Factor" Television Show.

5. Territory:

(a) Country(ies): United States, its territories and possessions and English Speaking Canada.

(b) Distribution Channel(s): Products are to be sold through the following channels only: Web Sales, Direct Sales,
Game Retailers, Mass Market Retailers Including Best Buy, Target, CompUSA, Walmart and others.

"Territory" means the Country(ies) and the Distribution Channel(s).

(c) Approval Required for Export: Licensee shall not export the Products from the Territory or sell the Products
to any entity or customer which it knows or has reason to believe intends to export the Products from the
Territory without obtaining NBC's prior written approval. NBC/Endemol recognizes that Licensee may contact
foreign entitles/customers regarding the sale of the product in other Endemol territories. Licensee recognizes that
those rights with such entities must be secured as part of a separate agreement and are not subject to the terms
and conditions of this agreement.

(d) Internet Rights: Licensee may sell Products via the Internet pursuant to Paragraph 5(b) and will pay the
royalties set forth in Paragraph 7(b) below. Licensee shall require its customers and their site operators to inform
potential purchasers that the Products may be delivered only within Territory and Licensee will refrain from
making sales or shipments to customers outside the Territory. NBC may terminate this agreement in the event
Licensee falls to comply with the terms of this Paragraph 5(d).

(e) Reserved Rights: Notwithstanding anything herein to the contrary, Licensee acknowledges that NBC may
itself use, or authorize others to use the Property and Trademarks on products sold through one or more of the
following channels: (i) televised home shopping; (ii) online shopping; (iii) retail stores operated by NBC or its
affiliates and (v) NBC's own Internet web sites and web sites affiliated with the creator of the Property.
6. Term: The Basic Term of this Agreement and the license granted hereunder shall commence on April 1, 2003
and shall continue until April 1, 2008, subject to the provisions hereof.

"Term" means the Basic Term and any and oil Term Extensions or Renewals.

7. Advance, Royalties and Guarantee.



(a) Advance:

(i) Licensee shall pay NBC a non-refundable Advance
("Advance") in the amount of One Hundred Thousand Dollars ($100,000.00) due upon signature of this
Agreement.

(ii) Unless specified otherwise herein, Advances shall be paid on or before the first day of the applicable period
of the Term.

(iii) The Advance shall be recoupable by Licensee out of NBC's share of Royalties payable pursuant to
Subparagraph (b).

(b) Royalty: Licensee shall pay NBC a royalty ("Royalty") of Eight (8%) Percent of Gross Receipts on all
Products sold less all third-party game platform manufacturing costs and royalties. Gross Receipts' shall mean the
actual amount received by Licensee from the sale, lease or license of the Products

(c) Guarantee:

(i) During the Basic Term, Licensee hereby guarantees that the Royalty earned for all Products sold shall be no
less than One ($150,000.00) Hundred and Fifty Thousand Dollars ("Guarantee"). Royalty payments shall be
credited against the Guarantee; provided, however, that amounts paid in excess of the Guarantee shall not be
credited toward any renewal term, if NBC grants a renewal term.

(ii) If the Royalties paid to NBC during the Basic Term or any Term Extension shall be less that the agreed upon
Guarantee for such period, the balance shall be payable In full on the last day at the applicable period.

(d) Payments, Statements, Approvals and Notices:

(i) All payments and statements shall be made on a Quarterly basis in accordance with the terms set forth in
Paragraph 3(a) and (b) of the Standard Terms and Conditions. All monies payable to NBC hereunder shall be
paid to and in the name of NBC and all statements shall be sent to us at: NBC Enterprises, Inc. 3400 West Olive
Avenue, 6th Floor, Burbank, California 91505, Attention: Lawnie Grant. Additionally, a copy of all statements
shall be sent to our licensing agent Joy Tashjian Marketing Group LLC. ("JT"), 4 Juliana Court, Moraga,
California 94558. Attention: Joy Tashjian. All Payments and statements shall reference the Contract Number set
forth In the Footer, below.

(ii) Submissions for Approval: All submissions for approval as required by Paragraph 5 of the Standard Terms
and Conditions (unless expressly directed otherwise in this agreement), shall be sent to:
Mainframe Entertainment, 2025 West Broadway Suite 500, Vancouver, BC, Canada V6J 1Z6, Attention: Helen
Chapman. Approval for submissions must be given within 10 days from the date of the submission.

(iii) Notices: All legal notices or other communications to either party required by Paragraph 19 of the Standard
Terms and Conditions shall be in writing and shall be sent by mail (return receipt requested) all charges prepaid,
or by telex, cable, fax with proof of delivery, or personal delivery to the address first stated above for Licensee to
the attention of the President, and in the case of NBC to the parties stated below:

NBC Enterprises, Inc. 3400 West Olive Avenue 8th Floor
Burbank, California 91505 Attention: Lawnie Grant -Director, Business Affairs

And
Joy Tashjian Marketing Group LLC.

                                                  4 Juliana Court
                                             Moraga, California 94556
                                              Attention: Joy Tashjian

                                                          2


8. Currency: All payments to be made to NBC hereunder shall be payable in U.S. currency.

9. Marketing Deadline: First Quarter 2005. Licensee shall commence shipping substantial quantities by this date.

10. Advertising, Marketing, Requirements: Not Applicable

11. Copyright/Trademark Notice: Until such time as NBC otherwise notifies Licensee, the notice shall be in the
following form:

(C)(year) National Broadcasting Company. Inc. under license from Endemol USA, Inc.

also, if Fear Factor is printed on the products in conjunction with the designs then the following notice shall apply:

TM &(C)(year) National Broadcasting Company, Inc. NBC, Inc. under license from Endemol, USA, Inc.

12. Samples: Licensee shall provide NBC with the following quantities of Product ("Samples"):

                                                 Twenty-four (24)

13. Renewal Term: Automatic one (1) year renewal if Licensor earns more than the Minimum Guarantee, unless a
notice of termination is provided ninety
(90) days before the end of current Term by either party.

14. Special Provisions: This license excludes the usage of all celebrity appearances on "Fear Factor" and the
usage of the host Joe Rogan. Pursuant to
Section 16(c) of the Standard Terms and Conditions, NBC hereby consents to ARUSH Entertainment, with an
address of 13951 N. Scottsdale Road, Suite 233, Scottsdale, AZ 85254 ("ARUSH") being a sublicensee of the
rights granted hereunder to develop, have developed, publish, distribute and sell the Products hereunder. NBC
agrees that in the event of any breach of this Agreement by Licensee, this sublicense shall survive; provided
ARUSH agrees to perform the obligations of Licensee hereunder. ARUSH shall be a third party beneficiary of
this provision.

15. Standard Terms and Conditions: The Standard Terms and Conditions annexed hereto constitute part of this
Agreement and are hereby incorporated by reference. To the extent that there is any inconsistency between these
Basic Provisions and the Standard Terms and Conditions, the Basic Provisions shall govern.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

          Playinteractive, LLP.                                Joy Tashjian Marketing Group, LLC.

          By: /s/ Lawrence E. Meyers                           By: /s/ Joy Tashjian
              ---------------------------------                    --------------------------------
              Name: Lawrence E. Meyers                             Name: Joy Tashjian
              Title: General Partner                               Title: President

          NBC Enterprises, Inc.

          By: /s/ Lawnlia Grant
              ---------------------------------
              Name: Lawnlia Grant
              Title: Director, Business Affairs
                                                       3


                                               EXHIBIT 10.12

                                    PROPRIETOR APPROVAL FORM

Date: 11/21/03

Proprietor: Highpoint Productions, Inc. on behalf of Next Action Star Productions, Inc.

From: Joy Tashjian Marketing Group, LLC.

PROPOSED AGREEMENT TERMS: For your review, please find below the terms of the following proposed
license agreement.

         Licensee:    (including            NAS Interactive, LP
         address)                           7377 E. Doubletree Ranch Rd.
                                            Suite 290, Scottsdale, AZ 85258
                                            480-657-0600, Fax Number 480-368-1319
                                            E-mail:    larrym@playint.com

         Property:                          The Next Action Star TV show.

         Licensed Products:                 Right to use The Next Action Star name, logo,
                                            content-ideas and copyrights in Video Games -
                                            Console, PC and Nintendo handheld games, wireless,
                                            handheld, and mobile telephone systems, gaming
                                            Guide Books and web for instructional and strategy
                                            usage with games.

         Exclusivity:                       Global Exclusive for all licensed products except
                                            mobile phones.

         Advance:                           $100,000

         Royalty:                           8% of GROSS RECEIPTS ON GAMES LESS ALL THIRD-PARTY
                                            GAME PLATFORM ROYALTIES. 8% OF GROSS RECEIPTS ON
                                            STRATEGY GUIDES, BOOKS.

         Guarantee:                         Minimum Guaranteed Royalty $250,000.00 with
                                            $100,000 in advance, $75,000 due on or before
                                            8/1/2006, and $75,000 due on or before 8/1/2008.

         Term:                              Five (5) years

         Renewal:                           Automatic first right of negotiation if Licensor
                                            earns more than the Minimum Guarantee unless a
                                            notice of termination is provided 90 days before
                                            the end of the current term by either party. If
                                            Playentertainment, LLP (the General Partner of NAS
                                            Interactive, LP) is unable to perform any of its
                                            material obligations under the Agreement, or is
                                            insolvent, or has filed a petition under any
                                            bankruptcy law, that the agreement is terminated,
                                            and all rights under the Agreement would
                                            immediately revert back to Highpoint Productions,
                                            Inc. on behalf of Next Action Star Productions,
                                            Inc. and that such termination due to
                                            circumstances of both NAS Interactive, LP and
                                            Playentertainment, LLP's failure to pay shall not
                                            alleviate either NAS, LLP or Playentertainment,
                                            LLP's financial responsibility to Highpoint
                                            Productions, Inc.

         Territory:                         Global

         Distribution Channels:             Web, Direct Sales, Game Stores and other Mass
                                            Market Retailers including Best Buy, Target,
                                            CompUSA, Wal-Mart and others.
         Additional/Special                 Minimum guarantee reduced to $100,000 if show is
         Provisions:                        not renewed for a second season, $50,000 of the
                                            $100,000 Advance returned in full if show is
                                            cancelled on or before completion of the show's
                                            full ten week run. Marketing for the game to be
                                            done in print,



                                            web, contests, and possibly radio
                                            and TV. This revised agreement supersedes all
                                            previous agreements.

                                            Playentertainment, LLP, hereby agrees, subject to
                                            all of the terms and conditions of this agreement,
                                            to guarantee all of the obligations of Licensee to
                                            NAS under this agreement. NAS may enforce this
                                            Guarantee independently of any other remedy NAS
                                            may have in connection with Licensee's obligations
                                            and it shall not be necessary for NAS to proceed
                                            upon or against and/or exhaust any remedy against
                                            Licensee or any other person or entity before
                                            proceeding to enforce this Guarantee




Please sign where indicated below if you approve of the above agreement terms. If you have any questions or
comments please contact us at the number above or by e-mail.

          Sincerely,

          Joy Tashjian

          APPROVED                                         APPROVED
          Highpoint Productions, Inc. on behalf of         Joy Tashjian Marketing Group,
          Next Action Star Productions, Inc.               LLC. Inc.

          By: /s/ Gary R. Benz                             By: /s/ Joy Tashjian
              ------------------------------------             --------------------------------
              Name: Gary R. Benz                               Name: Joy TashJian
              Date: February 3, 2004                           Date: February 7, 2004

          APPROVED
          NAS Interactive, LP

          By: /s/ Lawrence E. Meyers
              ------------------------------------
              Name: Lawrence E. Meyers


               Date: November 21, 2003




                                              EXHIBIT 10.13

                                   REPRESENTATION AGREEMENT

This Representation Agreement (the "Agreement") is dated as of July 28, 2004 (the "Effective Date"), and is
made by and between Teknik Digital Arts Inc. a Nevada corporation, with offices at 7377 E. Doubletree Ranch
Road, Suite 270, Scottsdale, Arizona 85258 ("TDA"), and Gaylord Sports Management ("GSM") with offices at
14646 N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 with respect to certain services provided by
GSM as described herein. The parties hereby agree to the following terms and conditions in connection with such
services.

1. Services. GSM agrees to assist TDA in connection with licensing professional athletes and sponsors for TDA's
sports video games. TDA agrees to appoint GSM as its exclusive representative for all baseball and golf related
licensing and sponsorships.
2. Compensation. The parties agree that GSM will be compensated by separate arrangement with the
professional athlete Client for its professional fees in connection with the license agreement. If professional athlete
is unwilling to compensate GSM as part of the license agreement, TDA will compensate GSM a fee of 10% of
the value of the agreement. In addition, TDA will compensate GSM 20% of all video game sponsorships GSM
places. All compensation shall be paid quarterly. Upon the execution of this agreement TDA will issue GSM
250,000 shares of TDA common stock.

3. Audit. TDA shall keep accurate books of account and records at its principal place of business covering all
transactions relating to the License granted herein. GSM shall have the right to engage an independent accounting
firm to examine the TDA's sales information and all other books and records necessary to establish the accuracy
and timeliness of the royalty statements required hereunder. Such examination shall be at the premises of TDA on
ten (10) working days written notice and during normal business hours. The information provided to GSM by the
accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due.
The accounting firm shall be required to take reasonable steps to hold all TDA information confidential. Details of
the review and all work papers and related supporting data pertaining to the review will be held confidential by
the accounting firm and will not be shown, divulged, or delivered directly or indirectly to GSM or any third party.
The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by TDA to ensure
compliance with this paragraph. The examination may be conducted not more than once a year. If it is determined
that TDA has made any Royalty underpayment which is greater than five percent (5%) for any Royalty Period,
the TDA shall reimburse GSM for the costs and expenses of such audit.

Upon request by GSM, but not more than once each year, TDA shall, at its own cost, furnish to GSM within
thirty (30) days after such request a detailed statement, prepared by TDA's Chief Financial Officer, setting forth
the number of Products manufactured from the later of the commencement of this Agreement or the date of any
previous such statement up to and including the date of GSM's request therefore and also setting forth the pricing
information for all Products (including the number and description of the Products) shipped, distributed and sold
by TDA during the aforementioned time period.

All books of account and records of TDA covering all transactions relating to the TDA shall be retained by the
TDA until at least two (2) years after the expiration or termination of the Term for possible inspection by GSM.

4. Term. GSM's services shall begin on or about July 12, 2004, as agreed by the parties and continue for a three
(3) year period.

5. Confidentiality. GSM and TDA recognizes that certain confidential information concerning the each other's
business will be furnished to each party and agrees to keep this information confidential.

6. Independent Contractor. The parties agree that GSM is an independent contractor to TDA and will not be
deemed an employee of TDA for any purpose whatsoever.



7. Assignment. Neither of the parties hereto shall assign or transfer its interest in this Agreement or any portion
thereof without the prior written consent of the other party except that (i) TDA may assign or transfer its rights
and obligations under this Agreement to a subsidiary or entity controlling, controlled by or under common control
with TDA (an "Affiliate") or to any entity that acquires all or substantially all of the assets of TDA or more than
50% of the current outstanding voting stock of TDA and (ii) GSM shall be entitled to assign the right to receive
any compensation received hereunder to a third party without the prior written consent of TDA, subject to
restrictions of applicable law.

8. Severability. The various provisions and subprovisions of this Agreement are severable and if any provision or
subprovision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such
enforceability shall not affect the validity or enforceability of the remaining provisions or subprovisions or parts
thereof in this Agreement.

9. Entire Agreement/Governing Law. This Agreement (including Exhibit A) constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings, oral and written, and may not be
modified or amended except in writing signed by both parties. The laws of the State of Arizona excluding that
body of law controlling conflicts of law, will govern all disputes arising out of or relating to this Agreement.
10. Applicable Law and Disputes. This Agreement shall be governed by the laws of the State of Arizona
applicable to agreements fully executed and performed therein. Any claims arising hereunder or relating hereto
shall be prosecuted only in the appropriate court of the State of Arizona or in the applicable United States District
Court and neither party shall make any claim or demand in any other jurisdiction forum. Each party waives its
right to a trial by jury and agrees to the jurisdiction of the judge in the appropriate Court as governed by the State
of Arizona. The parties consent to the personal jurisdiction of such courts and to the service of process by mail.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below:

               TEKNIK DIGITAL ARTS INC.                            GAYLORD SPORTS MANAGEMENT

               By: /s/ John Ward                                   By: /s/ R. Steve Loy
                   --------------------------                          -------------------------
                   Name: John Ward                                     Name: R. Steve Loy
                   Title: Chairman                                     Title: President and CEO
                   Date: August 6, 2004                                Date: August 5, 2004




                                                          2


                                                 EXHIBIT 10.14

                         SPONSORSHIP AND DEVELOPMENT AGREEMENT

This Sponsorship and Development Agreement (the "Agreement") is made as of August 5, 2004 (the "Effective
Data") by and between TEKNIK DIGITAL ARTS INC., a Nevada corporation with offices at 7377 E.
Doubletree Ranch Road, Suite 270, Scottsdale, Arizona 85258 ("TDA") and INDEPENDENT GOLF
RESEARCH CORPORATION, a Texas corporation with offices at 1310 RR 620 South, Ste. B-1, Austin,
Texas 78734 ("IGR").

                                                    RECITALS

TDA is In the business of developing and publishing interactive entertainment software products. TDA desires to
have IGR assist in the development, endorsement and publicizing of TDA's golf instruction related software
products.

THEREFORE, TDA and IGR agree as follows:

1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES

1.1 General. IGR agrees to provide TDA with standard VHS video tape of Dave Pelz ("Pelz") presenting 54 tips
(at the rate of at least 18 tips per year) covering the golf short game or putting (such IGR services, the
"Services"). From such video tape of each tip, TDA shall produce an instructional segment (each of 60 to 90
seconds in length). Prior to producing each segment, TDA shall present IGR with a "design document" which
shall specify the precise content of the instructional segment. No such design document produced by TDA shall
be deemed complete until approved in writing by IGR as to appearance, content and all other matters. The
instructional segment shall conform to the design document and any change must be approved in writing by IGR.
Any segment approved in accordance with this paragraph shall be referred to herein as a "Segment".

2. GRANT OF RIGHTS; COOPERATION

2.1 Publicity Rights. Subject to the terms and conditions of this Agreement, IGR hereby licenses to TDA the
following rights (the "Rights") during the Term:

(a) the right to use the Segments solely in TDA's Phil Mickelson Game for use on handheld mobile devices such
as cell phones, personal data assistants and similar wireless handheld mobile devices (the "Product"). The term
Product shall include any other TDA product only to the extent IGR explicitly agrees in writing that such other
product shall be deemed a "Product" for purposes of this Agreement;
(b) the right to use end reuse Pelz's name, voice, likeness, facsimile signature (for non-legally binding purposes),
personal statistics, biographical information and any reproduction or simulation thereof (`Pelz's Likeness") in the
Product and on packaging for the Product, said grant of rights being limited to the world (the "Contract
Territory")";

(c) the right to use and reuse Pelz's likeness in the marketing, advertising, promoting and publicizing of the
Product, by any and all means now known or hereafter developed; and

(d) with IGR's prior written approval with respect to each third party, the right to license to third parties any of
the foregoing rights but only for the marketing and sale of the Product.

Both parties agree to cooperate in good faith in connection with the performance of this Agreement.

2.2 Limitations of License

(a) The Rights granted in Section 2.1 above will only be used by TDA in connection with the Product. TDA does
not have the right to use the Rights in any product whatsoever after the Term, except as set forth in
Section 6.2.

(b) TDA shall not utilize Pelz's Likeness in a manner that would constitute an endorsement of any product or
service other than the Product.



2.3 Pelz as Featured Short Game and Putting Instructor. TDA agrees that Pelz will be the featured Short Game
and Putting Instructor on all packaging of, and promotional materials related to the Product.

2.4 No Obligation to Use. Except as set forth in Section 2.3 above, the payment to IGR of the sums required
under this Agreement shall fully discharge all obligations of TDA to use Pelz's Likeness under this Agreement.

2.5 Approvals. Notwithstanding anything to the contrary herein, TDA agrees that no use of Pelz's Likeness will
be made hereunder unless and until the same has been approved by IGR (in its sole discretion) in writing. IGR
agrees that if IGR does not approve any use of Pelz's Likeness that TDA will be advised of the specified grounds
therefore. TDA agrees to protect, indemnify and save harmless IGR and IGR's agents, or either of them, from
and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of,
or in any way connected with, any advertising material furnished by, or on behalf of, TDA.

3. EXCLUSIVITY

3.1 Exclusivity Period. During the Term, IGR hereby represents, warrants and agrees that: (i) Pelz will not appear
in commercials or advertisements on behalf of any mobile video game designed primarily for use on cell phones
or personal data assistants or similar wireless handheld mobile devices that directly competes with the Product, or
(ii) authorize the use of Pelz's Likeness in any mobile video game designed primarily for use on cell phones or
personal data assistants or similar wireless handheld mobile devices that directly competes with the Product.
These exclusivity obligations will not limit Pelz's right to appear in any of the entertainment fields or in the
entertainment portion of any television, film or video program (regardless of the sponsors thereof); provided,
however, that Pelz shall not endorse any mobile video game designed primarily for use on cell phones or personal
data assistants or similar wireless handheld mobile devices that directly competes with the Product. IGR's
obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this
Agreement as the "Exclusivity Obligations".

4. COMPENSATION

4.1 Products. TDA will provide to IGR, free of all costs whatsoever (including without limitation, subscription
fees, license fees, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies of the Product promptly after
TDA's release thereof and (b) fifty (50) copies of any other TDA products selected by TDR.

4.2 Compensation for Rights and Services.
(a) Upon execution of this Agreement, TDA shall issue and deliver 25,000 shares of Common Stock of TDA
(the "Stock") to IGR as consideration for executing this Agreement.

(b) As consideration for the Rights and Services, TDA shall pay to IGR a royalty equal to 25% of revenues
received by TDA in connection with the license, sale or other grant of rights with respect to the Product. TDA
estimates that this royalty will equal $1 to $2 per subscriber, per month.

(c) As consideration for the Rights end Services, TDA shall also pay to IGR a royalty equal to 25% of the net
game sponsorship revenue. Net sponsorship revenue is defined as gross sponsorship revenues less 50% of
TDA's cost of placing (i.e. amounts paid to external agents or ad agencies) game sponsors. The royalties required
by part (b) and (c) shall be referred to herein as the "Royalties."

4.3 Option. IGR may elect in writing at any time during the Term to receive Common Stock (also "Stock") in lieu
of cash with respect to all or any portion of the Royalties under this Agreement. In lieu of each $1 of cash
foregone by IGR pursuant to this provision, IGR shall receive $10 worth of Stock (valued at (i) if TDA's
Common Stock is publicly-traded, the average daily closing price over the six mouths preceding IGR's election
or (ii) if TDA's Common Stock is not publicly-traded. the most recent price paid in a voluntary. arms-length
transaction prior to IGR's election). In no event shall IGR be entitled, pursuant to this provision, to receive Stock
in lieu of cash to the extent such Stock (together with all other Stock issued to IGR under this Agreement) would
exceed 50% of TDA's then outstanding stock.

4.4 Manner of Payments. All payments due under this Agreement shall be made in the form of a check drawn to
the order of "Independent Golf Research Corporation" and delivered to IGR at the following



address: 1310 RR 620 South, Ste. B-1, Austin, Texas 78734. Payments shall be made within 15 days of the end
of each calendar quarter with respect to all revenues received during such calendar quarter (each such calendar
quarter, a "Royalty Period"), including any period covered by Section 6.2. Past due payments hereunder shall
bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate
permissible under law, whichever is less.

4.5 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and
miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by IGR for Pelz and a guest
designated by IGR will be paid by TDA or reimbursed by TDA to IGR where necessary in the performance of
this Agreement or when travel is otherwise requested by TDA.

5. AUDIT

5.1 TDA shall keep accurate books of account and records at its principal place of business covering all
transactions relating to this Agreement. IGR shall have the right to engage an independent accounting firm to
examine TDA's sales information and all other books and records necessary to establish the accuracy and
timeliness of the Royalties required hereunder. Such examination shall be at the premises of TDA on ten (10)
working days written notice and during normal business hours. The information provided to IGR by the
accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due.
The accounting firm shall be required to take reasonable steps to hold all TDA information confidential. Details of
the review and all work papers and related supporting data pertaining to the review will be held confidential by
the accounting firm and will not be shown, divulged, or delivered directly or indirectly to IGR or any third party.
The accounting firm shall be bound by a reasonable non-disclosure agreement to ensure compliance with this
paragraph. Notwithstanding anything to the contrary, no such confidentiality obligation shall restrict the accounting
firm in the event of litigation or similar proceeding with respect to this Agreement. The examination may be
conducted not more than once a year. If it is determined that TDA has made any Royalty underpayment which is
greater than five percent (5%) for any Royalty Period, TDA shall reimburse IGR for the costs and expenses of
such audit.

5.2 Upon request by IGR, but not more than once each year, TDA shall, at its own cost, furnish to IGR within
thirty (30) days after such request a detailed statement, prepared by TDA's Chief Financial Officer, setting forth
the number of Products manufactured from the later of the commencement of this Agreement or the date of any
previous such statement up to and including the date of IGR's request therefore and also setting forth the pricing
information for all Products (including the number and description of the Products) shipped, distributed and sold
by TDA during the aforementioned time period.

5.3 All books of account and records of TDA covering all transactions relating to TDA shall be retained by TDA
until at least two (2) years after the expiration or termination of the Term for possible inspection by IGR.

6. TERM

6.1 Term. The term of this Agreement shall commence on the Effective Date and terminate on August 4, 2007 or
the earlier termination of this Agreement pursuant Section 6.3 (the "Term).

6.2 Post.-Term Sales. At and following the end of the Term, TDA shall cease all uses of the Rights and Pelz's
Likeness, except that TDA shall be free (subject to the limitations set forth in this Agreement) to continue to
distribute and sell the Products which incorporate Pelz's Likeness for up to 180 days after the termination or
expiration of the Term; provided, however, that IDA shall have no such right of post-Term sales if TDA has
breached any of its obligations hereunder.

6.3 Termination. Without limiting any rights or remedies, this Agreement may be terminated by written notice by
IGR in the event that TDA breaches any of its representations, warranties or obligations hereunder or TDA
becomes insolvent or subject to any proceeding under any bankruptcy, insolvency or liquidation law, whether
voluntary or involuntary.

6.4 Effect of Termination. Following end of the Term, TDA shall remain liable for all amounts owed hereunder
and TDA's indemnification obligations set forth herein shall remain in full force and effect.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS



7.1 Representations and Warranties.

(a) IGR represents and warrants that:

(i) IGR has full right to enter into this Agreement and to perform all of his obligations hereunder without, to IGR's
knowledge, violating the legal or equitable rights of any person, firm or entity and TDA shall not, by virtue of any
agreement entered into by IGR, be under any obligation for the payment of any commissions or fees to any
person, firm or entity on account of this Agreement, other than advances, compensation, royalties and expenses
expressly payable to IGR by TDA under this Agreement;

(ii) IGR will perform the Services in a professional and workmanlike manner, to the extent of IGR's professional
abilities.

(b) TDA represents and warrants that:

(i) TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its
knowledge, violating the legal or equitable rights of any person, firm or entity. IGR shall not be under any
obligation for the payment of any commissions or fees to TDA or any person, firm or entity related to or
connected with TDA on account of this Agreement.

(ii) TDA has secured full rights to produce, market and sell the Product and will use all reasonable efforts to
produce, market and sell the Product.

(iii) TDA has recently sold shares of Common Stock in a voluntary, arms-length transaction at a price or $2.50
per share. The par value of the Common Stock is $0.0001 per share. The Certificate of Incorporation of TDA in
the form attached as Exhibit A hereto is the current and effective ---------- Certificate of Incorporation of TDA
and has not been amended. TDA's outstanding capital stock consists of 8,000,000 shares of Common Stock and
no outstanding Preferred Stock. All of the issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable. There are no subscriptions, warrants,
options, convertible securities or other rights (contingent or otherwise) to purchase or acquire any shares of
capital stock of TDA and TDA has no obligation (contingent or otherwise) to issue any of the foregoing. TDA
plans to register 3,000,000 shares of Common Stock for sale in a public offering.

(iv) The issuance and delivery of the Stock pursuant to this Agreement has been duly authorized by all necessary
corporate action on the part of TDA and its officers, directors and stockholders, and all such shares of Stock
have been duly reserved for issuance. The Stock issued pursuant to this Agreement is (a) fully vested, duly and
validly issued, fully paid and non-assessable, with no personal liability attaching to ownership thereof, (b) free and
clear of all liens, charges, restrictions, claims and encumbrances and (c) free of restrictions on transfer other than
restrictions on transfer imposed under applicable state and federal securities laws.

(c) Notwithstanding anything herein to the contrary, TDA agrees that nothing contained herein shall be construed
to convey to TDA any rights to use the trademarks, logos or uniform of the PGA TOUR ("PGA") or any other
professional or amateur golf instruction-related association (including any member players of such association) in
conjunction with the rights granted hereunder. All rights to the use of such trademarks, logos or team identification
must be acquired by IDA from the PGA or any other appropriate rights holder.

7.2 Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or
proprietary information that such party obtains from or about the other or its products. Both parties agree that the
existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. Neither IGR
nor TDA will authorize or release advertising matter or publicity or give interviews which make reference to the
details of the material terms of this Agreement without the other party's prior written approval, although IGR may,
during interviews, respond, discuss and comment in a non-disparaging manner that IGR is associated with TDA
and the Products.



8. OWNERSHIP OF PROPRIETARY RIGHTS

8.1 Subject to Section 8.2, all right, title and interest in and to the Product and the Advertising Materials (as
defined below) shall be and remain the absolute property of TDA forever. As used in this Agreement,
"Advertising Material" means any commercials, print materials, copy, advertising, promotional and publicity
materials published under this Agreement to promote sales of the Product which include or make reference to
Pelz's Likeness and all elements thereof.

8.2 Notwithstanding anything herein to the contrary, IGR shall retain all copyrights, trademarks and other rights in
and to the Segments, the video tape and with respect to the Pelz's Likeness, and all Rights licensed hereunder
shall revert automatically to IGR upon the end of the Term. TDA agrees and acknowledges that TDA shall not
acquire any rights of any kind whatsoever in the trademarks as a result of TDA's use thereof, and all uses thereof
by TDA shall at all times inure to the benefit of IGR. TDA acknowledges IGR's title to trademarks, and TDA
shall not, at any time, directly or indirectly, attack the validity of IGR's trademarks or of the license thereto herein
granted.

9. INDEMNITY

9.1 By TDA. TDA shall indemnify and hold harmless IGR, IGR's employees, officers and agents, and any of their
successors and assigns from and against any and all damages, costs, judgments, penalties and expenses of any
kind (including reasonable legal fees and disbursements) which may be obtained against, imposed upon or
suffered by any of them as a result of (a) any claims or representations made by IGR in any Advertising Materials
produced or used by TDA hereunder, (b) TDA's default, breach, negligence, infringement, errors and/or
misconduct hereunder, and/or (c) any claim arising front any third party's use or association with TDA's products,
including the Product.

10. GENERAL

10.1 Taxes. IGR represents and warrants that, in performing its obligations under this Agreement. IGR does so
as an independent contractor and, without limiting the foregoing, IGR assumes exclusive responsibility for the
collection and payments of all employer and employee contributions and taxes under all applicable laws now in
effect or hereafter enacted with respect to IGR's employees and IGR further agrees to file any returns or reports
necessary in connection therewith.
10.2 Notices. All notices and statements hereunder required to be given to TDA shall be sent to TDA at its
address stated at the beginning of this Agreement, to the attention of the General Counsel, and all notices to IGR
shall be sent to IGR at the address stated at the beginning of this Agreement, to the attention of the Chief
Operating Officer, unless either party notifies the other party in writing if a change of address in accordance with
the provisions of this Section. Notices are deemed to be received by the addressee of the notice on the earlier or
the date the notice is actually delivered to the addressee and: (i) three (3) days after the notice is sent by certified
mail, postage prepaid. return receipt requested; (ii) the next business day after the notice is sent by confirmed fax
transmission; or (iii) on the date of guaranteed delivery of the notice is sent by recognized national or international
express courier.

10.3 Right of Offset. Notwithstanding any provision contained in this Agreement, neither party will be prohibited
from exercising any right of offset that may be available at law.

10.4 Governing Law. This Agreement will be deemed entered into in Arizona and will be governed by and
interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts
of law provisions.

10.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof, and all prior agreements and understandings, whether oral or written, are
hereby superseded in their entirety. No waiver, modification or addition to this Agreement shall be valid unless in
writing and signed by the party sought to be charged therewith.

10.6 Assignment. This Agreement may be assigned by IGR and TDA with the other party's prior written
approval. Except with IGR's prior written approval, this Agreement may not be assigned by TDA: (i) in
connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate



reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii)
to an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to
an advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter
hereof, although TDA will continue to be liable for all financial obligations hereunder.

10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such
provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be
affected.

10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will
be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and
expenses of appeal and enforcement.

10.9 Liability. In no event (including, but not limited to, IGR's default hereunder) shall IGR or IGR's agents be
liable to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by
IGR hereunder, excluding the reimbursement of expenses. Under no circumstances will IGR be liable to TDA or
any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good
will or business profits.

10.10 Force Majeure. If at any time during this Agreement, IGR or TDA is prevented from or hampered or
interrupted or interfered with in any manner whatever in fully performing their respective duties hereunder by
reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative,
executive or judicial (whether or not valid), act of God, earthquake, flood, fire, epidemic, accident, explosion,
casualty, lockout, boycott, strike, labor controversy (including, but not limited to threat of lockout, boycott or
strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war
or official statement as to the existence of a state of war), invasion, occupation, intervention or military forces, act
of public enemy, embargo, delay of a common carrier, inability without fault of such party to obtain sufficient
material, labor, transportation, power or other essential commodity required in the conduct of business; or by
reason of any event beyond any of the foregoing parties' reasonable control (e.g., illness, family emergency, etc.);
or by reason of any other cause or causes of any similar nature (all of the foregoing being herein referred to as an
"event of force majeure"), then the applicable party's obligations hereunder shall be suspended as often as any
such event of force majeure occurs and during such periods of time as such events of force majeure exist and
such non-performance shall not be deemed to he a breach of this Agreement.

10.11 Reservation of Rights. All rights not herein specifically granted to TDA shall remain the property of IGR to
be used in any manner IGR deems appropriate. TDA understands that IGR has reserved the right to authorize
others to use Pelz's Likeness within the Contract Territory and during the Term in connection with all tangible and
intangible items and services other than the Product.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below:

          TEKNIK DIGITAL ARTS INC.                            INDEPENDENT GOLF RESEARCH
                                                              CORPORATION

          By: /s/ John R. Ward                                By: /s/ JoAnn Pelz
              --------------------------                          --------------------------------
              Name: John R. Ward                                  Name: JoAnne Pelz
              Title: Chairman                                     Title: President & COO

               Date: August 17, 2004                               Date: August 13, 2004




                                                 EXHIBIT 10.15

                         SPONSORSHIP AND DEVELOPMENT AGREEMENT

This Agreement is made as of August 6, 2004 (the "Effective Date") by and between TEKNIK DIGITAL ARTS
INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona
85258 ("TDA") and RICK
SMITH ENTERPRISES ("Smith"), c/o GAYLORD SPORTS MANAGEMENT, 14646 N. Kierland
Blvd., Suite 230, Scottsdale, Arizona 85254 Attention: Steve Loy.

                                                   RECITALS

TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to
have Smith assist in the development, endorsement and publicizing of TDA's golf instruction related software
products.

THEREFORE, TDA and Smith agree as follows:

1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES

1.1 General. Smith agrees to cooperate, consult with and aid TDA in connection with the development of TDA's
"Golf Instruction Related Product" (hereinafter defined) and the advertising, marketing and publicity thereof. As
used herein, the term "Golf Instruction Related Product" shall mean any interactive entertainment software
product related to golf instruction which is produced and released during the "Term" (hereinafter defined in
Section 5.1) and which may be published in multiple versions (e.g., versions for play on handheld mobile devices
(including cell phones), for sale in any and all territories.

2. GRANT OF RIGHTS; COOPERATIONS

2.1 Publicity Rights. Smith hereby grants to TDA the following rights (the "Rights"):

(a) the right to use and reuse Smith's name, voice, likeness, facsimile signature, personal statistics, biographical
information and any reproduction or simulation thereof ("Smith's Likeness") in TDA's Golf Instruction Related
Products and on packaging for TDA's Golf Instruction Related Products in any fashion, said grant of rights being
limited to the world (the "Contract Territory")";

(b) the right to use and reuse Smith's Likeness in TDA's general internal, non-public corporate promotional
materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;

(c) the right to use and reuse Smith's Likeness in and in connection with the marketing, advertising, promoting and
publicizing of TDA's Golf Instruction Related Products, by any and all means now known or hereafter developed;

(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Instruction
Related Products; and

(e) with Smith's prior reasonable approval, the right to license to third parties any of the foregoing rights but only
in connection with or directly related to the marketing and sale of TDA's Golf Instruction Related Products.

Smith agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance
with the terms of this Agreement.

2.2 Limitations of License

(a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Instruction
Related Products. TDA does not have the right to use the Rights in any product whatsoever released before or
after the Term.

(b) TDA shall not utilize Smith's Likeness in a manner that would constitute an endorsement of any product or
service other than TDA's Golf Instruction Related Products.

                                                           1


2.3 Smith as Featured Swing Instructor. TDA agrees that Smith will be the featured Instructor on all packaging
of, and promotional materials related to, TDA's Golf Instruction Related Product.

2.4 No Obligation to Use. Except as set forth in Section 2.3 above, the payment to Smith of the sums required
under this Agreement shall fully discharge all obligations of TDA to use Smith's Likeness under this Agreement.

2.5 Approvals. TDA agrees that no use of Smith's Likeness in connection with advertisements, promotions and
other related/similar materials (specifically excluding, however, TDA's Golf Instruction Related Products) will be
made hereunder unless and until the same has been approved by Smith in writing. Smith agrees that any material,
advertising or otherwise, submitted for approval as provided herein may be deemed by TDA to have been
approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof.
Smith agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is
disapproved, that TDA will be advised of the specified grounds therefore. TDA agrees to protect, indemnify and
save harmless Smith and Smith's agents, or either of them, from and against any and all expenses, damages,
claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any
advertising material furnished by, or on behalf of, TDA.

3. EXCLUSIVITY

3.1 Exclusivity Period. During the Term (the "Exclusivity Period"), Smith hereby represents, warrants and agrees
that he will not: (i) render any services in commercials or advertisements on behalf of any computer game or
videogame sports software product or service, or (ii) authorize the use of Smith's Likeness in connection with any
computer game or videogame golf instruction related sports software product or service. These exclusivity
obligations will not limit Smith's right to appear in any of the entertainment fields or in the entertainment portion of
any television, film or video program; provided, however, that Smith may not appear in, or provide services in
connection with, advertisements for any computer game or videogame sports products. Notwithstanding anything
herein to the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Smith's
obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this
Agreement as the "Exclusivity Obligations". Notwithstanding anything herein to the contrary, TDA explicitly
agrees that nothing herein shall preclude Smith from participating in, or in any way limit Smith's participation in,
any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.

4. COMPENSATION
4.1 Products. TDA will provide to Smith, free of all costs whatsoever
(including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's "Phil
Smith Golf instruction related" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty
(50) copies of any other TDA products selected by Smith.

4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and
Services.

1) 25,000 Restricted common shares of TDA,

a. As of the date of this agreement, Company has sold stock at $2.50/share.

b. Par Value is $.0001 per share.

2) 25% royalty of net TDA net sales price.

3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty
converted.

a. TDA stock conversion price based on the previous six month average daily price

b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when
the agreement is in effect.

All payments due under this Agreement shall be made in the form of a check drawn to the order of "Rick Smith"
and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd.,
Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each

                                                          2


quarter. Smith's net payment after any such charges or deductions shall equal the amount set forth above. Past
due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii)
the maximum interest rate permissible under law, whichever is less.

4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and
miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Smith and a guest designated
by Smith will be paid by TDA or reimbursed by TDA to Smith where necessary in the performance of Smith's
Services under this Agreement; provided, however, that such expenses are required and reasonable for a
celebrity of Smith's stature.

5. AUDIT

5.1 Licensee shall keep accurate books of account and records at its principal place of business covering all
transactions relating to the License granted herein. Smith shall have the right to engage an independent accounting
firm to examine the Licensee's sales information and all other books and records necessary to establish the
accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at the premises
of Licensee on ten
(10) working days written notice and during normal business hours. The information provided to Smith by the
accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due.
The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential.
Details of the review and all work papers and related supporting data pertaining to the review will be held
confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Smith or
any third party. The accounting firm shall be bound by a non-disclosure agreement in the form to be provided by
Licensee to ensure compliance with this paragraph. The examination may be conducted not more than once a
year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent
(5%) for any Royalty Period, the Licensee shall reimburse Smith for the costs and expenses of such audit.

5.2 Upon request by Smith, but not more than once each year, Licensee shall, at its own cost, furnish to Smith
within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial Officer,
setting forth the number of Products manufactured from the later of the commencement of this Agreement or the
date of any previous such statement up to and including the date of Smith's request therefore and also setting forth
the pricing information for all Products (including the number and description of the Products) shipped, distributed
and sold by Licensee during the aforementioned time period.

5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be
retained by the Licensee until at least two
(2) years after the expiration or termination of the Term for possible inspection by Smith.

6. TERM

6.1 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and terminate at the
end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).

6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Smith's
Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to
distribute and sell its Golf Instruction Related Products which incorporate Smith's Likeness for up to 180 days
after the expiration of the Term (although TDA may not use the Rights or Smith's Likeness to promote or
advertise TDA or any of TDA's non-Golf Instruction Related Products when selling the Golf Instruction Related
Products, nor can TDA highlight Smith's Likeness in its packaging or sales efforts); provided, however, that TDA
shall have no such right of post-Term sales unless TDA is not in default of any of its obligations hereunder as of
the date of expiration or termination.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Representations and Warranties.

(a) Smith represents and warrants that:

(i) Smith has full right to enter into this Agreement and to perform all of his obligations hereunder without, to his
knowledge, violating the legal or equitable rights of any person, firm or entity and that TDA shall not be under any
obligation for the payment of any

                                                          3


commissions or fees to any person, firm or entity on account of this Agreement, other than advances,
compensation, royalties and expenses expressly payable to Smith by TDA under this Agreement;

(ii) Smith will perform the Services in a professional and workmanlike manner, to the extent of Smith's
professional abilities.

(b) TDA represents and warrants that:

(i) TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its
knowledge, violating the legal or equitable rights of any person, firm or entity and that Smith shall not be under
any obligation for the payment of any commissions or fees to any person, firm or entity related to or connected
with TDA on account of this Agreement.

(c) Notwithstanding anything herein to the contrary, TDA agrees that nothing contained herein shall be construed
to convey to TDA any rights to use the trademarks, logos or uniform of the PGA TOUR ("PGA"), any other
professional or amateur golf instruction related association (including any member players of such association) in
conjunction with the rights granted hereunder. All rights to the use of such trademarks, logos or team identification
must be acquired from the PGA or any other appropriate rights holder.

7.2 Further Assurances and Execution of Documents. Smith will, if requested and reasonable, furnish affidavits
and other appropriate documentation that may be required, in TDA's reasonable judgment and at TDA's
expense, to comply with any applicable governmental or other regulations, broadcast clearance procedures, or
sports/entertainment industry guidelines relating to product endorsement. Furthermore, Smith hereby agrees to
execute any and all documents which are required by any guild or union having jurisdiction over any of the
services to be provided by Smith under this Agreement.

7.3 Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or
proprietary information that such party obtains from or about the other or its products. Both parties agree that the
existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. Smith will
not authorize or release advertising matter or publicity nor give interviews which make reference to the details of
the material terms of this Agreement, without TDA's prior written approval, although Smith may, during
interviews, respond, discuss and comment in a non-disparaging manner that Smith is associated with TDA and its
Golf Instruction Related Products.

8. OWNERSHIP OF PROPRIETARY RIGHTS

8.1 All right, title and interest in and to TDA's Golf Instruction Related Products shall be and remain the absolute
property of TDA forever (it being understood that after the Term TDA may continue to manufacture, promote,
sell and/or distribute its other golf instruction related interactive entertainment sports products which are separate
and distinct from the Golf Instruction Related Products incorporating Smith's Likeness on the packaging without
being subject to any of the limitations or restriction herein, provided that the Rights are not (directly or indirectly)
utilized by or incorporated in such other golf instruction related interactive sports products. All right, title and
interest in and to the Results and Proceeds and to the Advertising Materials (as defined below) shall be and
remain the absolute property of TDA forever (but which may only be used during the Term and, subject to the
limitations and conditions set forth in this Agreement, thereafter). Without limiting the foregoing, TDA shall, during
the Term (and, Subject to the limitations and conditions on the Rights as set forth in this Agreement, thereafter)
have the full and complete right to revise, telecast, broadcast, use, distribute, reproduce, record, publish, print,
license, copyright and exhibit the contents of any Results and Proceeds, the Golf Instruction Related Products
and any Advertising Materials and any versions or revisions thereof and, in TDA's sole discretion, the Results and
Proceeds, the Golf Instruction Related Products and Advertising Materials may be make by any process,
instrumentation or device now known or hereafter developed and may be made or adapted for use in any and all
media now known or hereafter developed (although it is acknowledged and agreed by TDA that multi-media
usage (except, of course, as incorporated into TDA's Golf Instruction Related Products) shall be strictly limited to
advertising) provided that any and all such uses are directly related to the marketing, development and sale of
TDA's Golf Instruction Related Products. Smith further acknowledges that TDA may adapt and use, and protect
by

                                                           4


any means including registration with the appropriate authorities, a trademark or trade name incorporating Smith's
Likeness, and that Smith shall, until after the Term, have no right, title or interest in or to any such trademark,
trade name or related goodwill. As used in this Agreement, "Advertising Material" means any commercials, print
materials, copy, advertising, promotional and publicity materials published under this Agreement which include or
make reference to Smith's Likeness and all elements thereof.

8.2 Notwithstanding anything herein to the contrary, TDA agrees not to remove, airbrush or otherwise alter the
trademarks and logos of Smith's equipment manufacturer (currently Mission) from the packaging of TDA's Golf
Instruction Related Products and/or the Advertising Materials, provided that, upon TDA's written request, Smith
secures for TDA, at no cost to TDA, all necessary written permissions or grants of rights from any such
equipment manufacturer or third party.

9. INDEMNITY

9.1 By TDA. TDA shall indemnify and hold harmless Smith, Smith's agent, and Smith's heirs, executors and legal
representatives from and against any and all damages, costs, judgments, penalties and expenses of any kind
(including reasonable legal fees and disbursements) which may be obtained against, imposed upon or suffered by
any of them as a result of (a) any claims or representations made by Smith in any Advertising Materials produced
or used by TDA hereunder,
(b) TDA's default, breach, negligence, errors and/or misconduct hereunder, and/or (c) any claim arising from any
third party's use or association with TDA;s products.
10. GENERAL

10.1 Taxes. Smith represents and warrants that, in performing its obligations under this Agreement, Smith does
so as an independent contractor and, without limiting the foregoing, Smith assumes exclusive responsibility for the
collection and payments of all employer and employee contributions and taxes under all applicable laws now in
effect or hereafter enacted and Smith further agrees to file any returns or reports necessary in connection
therewith. TDA shall have the right to deduct from any amounts payable hereunder such portion thereof as are
required to be deducted under applicable statute, regulation, treaty or other law, and Smith shall promptly
execute and deliver to TDA such forms and other documents as may be required in connection therewith.
Notwithstanding anything herein to the contrary, it is agreed and acknowledged that TDA remains liable for the
payment of all pension and health welfare contributions required of any guild or labor organization (i.e., SAG,
AFTRA, etc.).

10.2 Notices. All notices and statements hereunder required to be given to TDA shall be sent to TDA at its
address stated at the beginning of this Agreement, to the attention of the General Counsel, and all notices to Smith
shall be sent to Smith at the address stated at the beginning of this Agreement, unless either party notifies the
other party in writing if a change of address in accordance with the provisions of this Section. Notices are
deemed to be received by the addressee of the notice on the earlier or the date the notice is actually delivered to
the addressee and: (i) three (3) days after the notice is sent by certified mail, postage prepaid, return receipt
requested; (ii) the next business day after the notice is sent by confirmed fax transmission; or (iii) on the date of
guaranteed delivery if the notice is sent by recognized national or international express courier.

10.3 Right of Offset. Notwithstanding any provision contained in this Agreement, neither party will be prohibited
from exercising any right of offset that may be available at law.

10.4 Governing Law. This Agreement will be deemed entered into in Arizona and will be governed by and
interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts
of law provisions.

10.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof, and all prior agreements and understandings, whether oral or written, are
hereby superseded in their entirety. No waiver, modification or addition to this Agreement shall be valid unless in
writing and signed by the party sought to be charged therewith.

10.6 Assignment. This Agreement may be assigned by Smith and TDA with the other party's prior written
approval. Except with Smith's prior written approval, this Agreement may not be assigned by TDA: (i) in
connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate
reorganization, or the sale of substantially all of TDA's rights to all of its Golf Instruction Related Products; or (ii)
to

                                                            5


an affiliated, parent, subsidiary, related company (or in the case of the production of Advertising Materials to an
advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter
hereof, although TDA will continue to be liable for all financial obligations hereunder.

10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such
provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be
affected.

10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will
be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and
expenses of appeal and enforcement.

10.9 Liability. In no event (including, but not limited to, Smith's default hereunder) shall Smith be liable to TDA
(or any entity claiming through TDA) for any amount in excess of the amounts actually received by Smith
hereunder, excluding the reimbursement of expenses. Under no circumstances will Smith be liable to TDA or any
other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or
business profits.

10.10 Applicable Law and Disputes. This Agreement shall be governed by the laws of the State of Arizona
applicable to agreements fully executed and performed therein. Any claims arising hereunder or relating hereto
shall be prosecuted only in the appropriate court or the State of Arizona or in the applicable United States
District Court and neither party shall make any claim or demand in any other jurisdiction forum. Each party
waives its right to a trial by jury and agrees to the jurisdiction of the judge in the appropriate court as governed by
the State of Arizona. The parties consent to the personal jurisdiction of such courts and to the service of process
by mail.

10.11 Force Majeure. If at any time during this Agreement, Smith or TDA is prevented from or hampered or
interrupted or interfered with in any manner whatever in fully performing their respective duties hereunder by
reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative,
executive or judicial (whether or not valid), act of God, earthquake, flood, fire, epidemic, accident, explosion,
casualty, lockout, boycott, strike, labor controversy (including, but not limited to threat of lockout, boycott or
strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of ___
or official statement as to the existence of a state of war), invasion, occupation, intervention or military forces, act
of public enemy, embargo, delay of a common carrier, inability without fault of such party to obtain sufficient
material, labor, transportation, power or other essential commodity required in the conduct of business; or by
reason of any event beyond any of the foregoing parties' reasonable control (e.g., illness, family emergency, etc.);
or by reason of any other cause or causes of any similar nature (all of the foregoing being herein referred to as an
"event of force majeure"), then the applicable party's obligations hereunder shall be suspended as often as any
such event of force majeure occurs and during such periods of time as such events of force majeure exist and
such non-performance shall not be deemed to be a breach of this Agreement.

10.12 Reservation of Rights. All rights not herein specifically granted to TDA shall remain the property of Smith
to be used in any manner Smith deems appropriate. TDA understands that Smith has reserved the right to
authorize others to use Smith's Likeness within the Contract Territory and during the Term in connection with all
tangible and intangible items and services other than TDA's Golf Instruction Related Products as specifically set
forth herein.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below.

          TEKNIK DIGITAL ARTS INC.                             RICK SMITH

          By: /s/ John Ward                                    By: /s/ Rick Smith
              --------------------------                           ---------------------------------
              Name: John Ward
              Title: Chairman




Date: August 6, 2004 Date: August 6, 2004

                                                           6


                                                  AMENDMENT

4. COMPENSATION

4.1 Products. TDA will provide to Smith, free of all costs whatsoever
(including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's "Phil
Smith Golf instruction related" game mobile, handheld devices promptly after TDA's release thereof and (b) fifty
(50) copies of any other TDA products selected by Smith.

4.2 Compensation for Rights and Services. TDA agrees to pay Smith, as a consideration for the Rights and
Services.

1) 25,000 Restricted common shares of TDA,
a. As of the date of this agreement, Company has sold stock at $2.50/share.

b. Par Value is $.0001 per share.

2) 33% royalty of net TDA net sales price.

a. Handheld products 33% or $1 per subscription whichever is greater

3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty
converted.

a. TDA stock conversion price based on the previous six month average daily price

b. Option is limited to 25,000 shares of TDA common stock and if the option is exercised, it must be exercised
when the agreement is in effect.

c. This one-time option would cease all future royalties.

All payments due under this Agreement shall be made in the form of a check drawn to the order of "Rick Smith"
and delivered to Smith's agent at the following address: Gaylord Sports Management, l4646 N. Kierland Blvd.,
Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from the end of each
quarter. Smith's net payment after any such charges or deductions shall equal the amount set forth above. Past
due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii)
the maximum interest rate permissible under law, whichever is less.

4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and
miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Smith and a guest designated
by Smith will be paid by TDA or reimbursed by TDA to Smith where necessary in the performance of Smith's
Services under this Agreement; provided, however, that such expenses are required and reasonable for a
celebrity of Smith's stature.

This Section Amended: December 10, 2004

                                                        /s/ RS
                                               ------------------
                                                        /s/ JW
                                               ------------------




                                                            7


                                                 EXHIBIT 10.16

                         SPONSORSHIP AND DEVELOPMENT AGREEMENT

This Agreement is made as of August 6, 2004 (the "Effective Date") by and between TEKNIK DIGITAL ARTS
INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale, Arizona
85258 ("TDA") and MICKELSON, INC. ("Mickelson"), c/o GAYLORD SPORTS MANAGEMENT, 14646
N. Kierland Blvd., Suite 230, Scottsdale, Arizona 85254 Attention: Steve Loy

                                                   RECITALS

TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to
have Mickelson assist in the development, endorsement and publicizing of TDA's golf-related software products.

THEREFORE, TDA and Mickelson agree as follows:

1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES
1.1 General. Mickelson agrees to cooperate, consult with and aid TDA in connection with the development of
TDA's "Golf Product" (hereinafter defined) and the advertising, marketing and publicity thereof. As used herein,
the term "Golf Product" shall mean any interactive entertainment software product related to the sport of golf
which is produced and released during the "Term" (hereinafter defined in Section 5.1) and which may be
published in multiple versions (e.g., versions for play on handheld mobile devices (including cell phones) for sale
in any and all territories.

2. GRANT OF RIGHTS; COOPERATION

2.1 Publicity Rights. Mickelson hereby grants to TDA the following rights (the "Rights"):

(a) the right to use and reuse Mickelson's name, voice, likeness, facsimile signature, personal statistics,
biographical information and any reproduction or simulation thereof ("Mickelson's Likeness") in TDA's Golf
Products and on packaging for TDA's Golf Products in any fashion, said grant of rights being limited to the world
(the "Contract Territory")";

(b) the right to use and reuse Mickelson's Likeness in TDA's general internal, non-public corporate promotional
materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;

(c) the right to use and reuse Mickelson's Likeness in and in connection with the marketing, advertising,
promoting and publicizing of TDA's Golf Products, by any and all means now known or hereafter developed;

(d) the exclusive right to use and reuse the results and proceeds of the in connection with TDA's Golf Products;
and

(e) with Mickelson's prior reasonable approval, the right to license to third parties any of the foregoing rights but
only in connection with or directly related to the marketing and sale of TDA's Golf Products.

Mickelson agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in
accordance with the terms of this Agreement.

2.2 Limitations of License

(a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Golf Products. TDA
does not have the right to use the Rights in any product whatsoever released before or after the Term.

(b) TDA shall not utilize Mickelson's Likeness in a manner that would constitute an endorsement of any product
or service other than TDA's Golf Products.



2.3 Mickelson as Featured Player. TDA agrees that Mickelson will be the featured player on all packaging of
and promotional materials related to, TDA's Golf Product,

2.4 No Obligation to Use. Except as set forth in Section 2.3 above, the payment to Mickelson of the sums
required under this Agreement shall fully discharge all obligations of TDA to use Mickelson's Likeness under this
Agreement.

2.5 Approvals. TDA agrees that no use of Mickelson's Likeness in connection with advertisements, promotions
and other related/similar materials (specifically excluding, however, TDA's Golf Products) will be made hereunder
unless and until the same has been approved by Mickelson in writing. Mickelson agrees that any material,
advertising or otherwise, submitted for approval as provided herein may be deemed by TDA to have been
approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof.
Mickelson agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is
disapproved, that TDA will be advised of the specified grounds therefore. TDA agrees to protect, indemnify and
save harmless Mickelson and Mickelson's agents, or either of them, from and against any and all expenses,
damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with,
any advertising material furnished by, or on behalf of, TDA.
3. EXCLUSIVITY

3.1 Exclusivity Period. During the Term (the "Exclusivity Period"), Mickelson hereby represents, warrants and
agrees that he will not: (i) render any services in commercials or advertisements on behalf of any computer game
or videogame sports software product or service, or (ii) authorize the use of Mickelson's Likeness in connection
with any computer game or videogame sports software product or service. These exclusivity obligations will not
limit Mickelson's right to appear in any of the entertainment fields or in the entertainment portion of any television,
film or video program; provided, however, that Mickelson may not appear in, or provide services in connection
with, advertisements for any computer game or videogame sports products. Notwithstanding anything herein to
the contrary, this Section 3.1 is specifically subject to the provisions of Section 2.2 above. Mickelson's
obligations set forth in this Section 3.1, and as limited by Section 2.2, will be referred to elsewhere in this
Agreement as the "Exclusivity Obligations". Notwithstanding anything herein to the contrary, TDA explicitly
agrees that nothing herein shall preclude Mickelson from participating in, or in any way limit Mickelson's
participation in, any current or future PGA PLAYERS and/or PGA TOUR group licensing arrangements.

4. COMPENSATION

4.1 Products. TDA will provide to Mickelson, free of all costs whatsoever
(including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's "Phil
Mickelson Golf" game mobile handheld devices promptly after TDA's release thereof and (b) fifty (50) copies of
any other TDA products selected by Mickelson.

4.2 Compensation for Rights and Services. TDA agrees to pay Mickelson, as a consideration for the Rights and
Services,

1) 250,000 Restricted common shares of TDA,

a. As of the date of this agreement, Company has sold stock at $2.50/share.

b. Par Value is $.0001 per share

2) 33% royalty of net TDA net sales price,

a. Handheld products 33% or $1 per subscription whichever is greater

3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted

a. TDA stock conversion price based on the previous six month average daily price

b. Option is limited to 50% of TDA outstanding stock and if the option is exercised, it must be exercised when
the agreement is in effect.

All payments due under this Agreement shall be made in the form of a check drawn to the order of "Phil
Mickelson" and delivered to Mickelson's agent at the following address: Gaylord Sports Management, 14646 N.
Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from
the end of each quarter. Mickelson's net payment after any such charges or deductions shall equal the amount set
forth above. Past

                                                           2


due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii)
the maximum interest rate permissible under law, whichever is less,

4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and
miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Mickelson and a guest
designated by Mickelson will be paid by TDA or reimbursed by TDA to Mickelson where necessary in the
performance of Mickelson's Services under this Agreement; provided, however, that such expenses are required
and reasonable for a celebrity of Mickelson's stature.
5. AUDIT

5.1 Licensee shall keep accurate books of account and records at its principal place of business covering all
transactions relating to the License granted herein. Mickelson shall have the right to engage an independent
accounting firm to examine the Licensee's sales information and all other books and records necessary to
establish the accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at
the premises of Licensee on ten (10) working days written notice and during normal business hours. The
information provided to Mickelson by the accounting firm will be the net sales and the application of the
appropriate royalty rate to calculate royalties due. The accounting firm shall be required to take reasonable steps
to hold all Licensee information confidential. Details of the review and all work papers and related supporting
data pertaining to the review will be held confidential by the accounting firm and will not be shown, divulged, or
delivered directly or indirectly to Mickelson or any third party. The accounting firm shall be bound by a non-
disclosure agreement in the form to be provided by Licensee to ensure compliance with this paragraph. The
examination may be conducted not more than once a year. If it is determined that Licensee has made any Royalty
underpayment which is greater than five percent (5%) for any Royalty Period, the Licensee shall reimburse
Mickelson for the costs and expenses of such audit.

5.2 Upon request by Mickelson, but not more than once each year, Licensee shall, at its own cost, furnish to
Mickelson within thirty (30) days after such request a detailed statement, prepared by Licensee's Chief Financial
Officer, setting forth the number of Products manufactured from the later of the commencement of this Agreement
or the date of any previous such statement up to and including the date of Mickelson's request therefore and also
setting forth the pricing information for all Products (including the number and description of the Products)
shipped, distributed and sold by Licensee during the aforementioned time period.

5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be
retained by the Licensee until at least two
(2) years after the expiration or termination of the Term for possible inspection by Mickelson.

6. TERM

6.1 Term. The term of this Agreement (the "Term"), shall commence on the Effective Date and terminate at the
end of the Exclusivity Period (i.e., a three (3) year period commencing on the Effective Date).

6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or
Mickelson's Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to
continue to distribute and sell its Golf Products which incorporate Mickelson's likeness for up to 180 days after
the expiration of the Term (although TDA may not use the Rights or Mickelson's Likeness to promote or
advertise TDA or any of TDA's non-Golf Products when selling the Golf Products, nor can TDA highlight
Mickelson's Likeness in its packaging or sales efforts); provided, however, that TDA shall have no such right of
post-Term sales unless TDA is not in default of any of its obligations hereunder as of the date of expiration or
termination.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Representations and Warranties.

(a) Mickelson represents and warrants that:

(i) Mickelson has full right to enter into this Agreement and to perform all of his obligations hereunder without, to
his knowledge, violating the legal or equitable rights of any person, firm or entity and that TDA shall not be under
any obligation for the payment of any commissions or fees to any person, firm or

                                                          3


entity on account of this Agreement, other than advances, compensation, royalties and expenses expressly
payable to Mickelson by TDA under this Agreement;

(ii) Mickelson will perform the Services in a professional and workmanlike manner, to the extent of Mickelson's
professional abilities.

(b) TDA represents and warrants that:

(i) TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its
knowledge, violating the legal or equitable rights of any person, firm or entity and that Mickelson shall not be
under any obligation for the payment of any commissions or fees to any person, firm or entity related to or
connected with TDA on account of this Agreement.

(c) Notwithstanding anything herein to the contrary, TDA agrees that nothing contained herein shall be construed
to convey to TDA any rights to use the trademarks, logos or uniform of the PGA TOUR ("PGA"), any other any
other professional or amateur golf association (including any member players of such association) in conjunction
with the rights granted hereunder. All rights to the use of such trademarks, logos or team identification must be
acquired from the PGA or any other appropriate rights holder.

7.2 Further Assurances and Execution of Documents. Mickelson will, if requested and reasonable, furnish
affidavits and other appropriate documentation that may be required, in TDA's reasonable judgment and at
TDA's expense, to comply with any applicable governmental or other regulations, broadcast clearance
procedures, or sports/entertainment industry guidelines relating to product endorsement. Furthermore, Mickelson
hereby agrees to execute any and all documents which are required by any guild or union having jurisdiction over
any of the services to be provided by Mickelson under this Agreement.

7.3 Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or
proprietary information that such party obtains from or about the other or its products. Both parties agree that the
existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. Mickelson
will not authorize or release advertising matter or publicity nor give interviews which make reference to the details
of the material terms of this Agreement, without TDA's prior written approval, although Mickelson may, during
interviews, respond, discuss and comment in a non-disparaging manner that Mickelson is associated with TDA
and its Golf Products.

8. OWNERSHIP OF PROPRIETARY RIGHTS

8.1 All right, title and interest in and to TDA's Golf Products shall be and remain the absolute property of TDA
forever (it being understood that after the Term TDA may continue to manufacture, promote, sell and/or
distribute its other golf interactive entertainment sports products which are separate and distinct from the Golf
Products incorporating Mickelson's Likeness on the packaging without being subject to any of the limitations or
restrictions herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other
golf interactive sports products. All right, title and interest in and to the Results and Proceeds and to the
Advertising Materials (as defined below) shall be and remain the absolute property of TDA forever (but which
may only be used during the Term and, subject to the limitations and conditions set forth in this Agreement,
thereafter). Without limiting the foregoing, TDA shall, during the Term (and subject to the limitations and
conditions on the Rights as set forth in this Agreement, thereafter) have the full and complete right to revise,
telecast, broadcast, use, distribute, reproduce, record, publish, print, license, copyright and exhibit the contents of
any Results and Proceeds, the Golf Products and any Advertising Materials and any versions or revisions thereof
and, in TDA's sole discretion, the Results and Proceeds, the Golf Products and Advertising Materials may be
make by any process, instrumentation or device now known or hereafter developed and may be made or
adapted for use in any and all media now known or hereafter developed (although it is acknowledged and agreed
by TDA that multi-media usage (except, of course, as incorporated into TDA's Golf Products) shall be strictly
limited to advertising) provided that any and all such uses are directly related to the marketing, development and
sale of TDA's Golf Products. Mickelson further acknowledges that TDA may adapt and use, and protect by any
means including registration with the appropriate authorities, a trademark or trade name incorporating
Mickelson's Likeness, and that Mickelson shall, until after the Term, have no right, title or interest in or to any
such trademark, trade name or related goodwill. As used in this

                                                           4


Agreement, "Advertising Material" means any commercials, print materials, copy, advertising, promotional and
publicity materials published under this Agreement which include or make reference to Mickelson's Likeness and
all elements thereof.

8.2 Notwithstanding anything herein to the contrary, TDA agrees not to remove, airbrush or otherwise alter the
trademarks and logos of Mickelson's equipment manufacturer (currently Mission) from the packaging of TDA's
Golf Products and/or the Advertising Materials, provided that, upon TDA's written request, Mickelson secures
for TDA, at no cost to TDA, all necessary written permissions or grants of rights from any such equipment
manufacturer or third party.

9. INDEMNITY

9.1 By TDA. TDA shall indemnify and hold harmless Mickelson, Mickelson's agent, and Mickelson's heirs,
executors and legal representatives from and against any and all damages, costs, judgments, penalties and
expenses of any kind (including reasonable legal fees and disbursements) which may be obtained against,
imposed upon or suffered by any of them as a result of (a) any claims or representations made by Mickelson in
any Advertising Materials produced or used by TDA hereunder, (b) TDA's default, breach, negligence, errors
and/or misconduct hereunder, and/or (c) any claim arising from any third party's use or association with TDA's
products.

10. GENERAL

10.1 Taxes. Mickelson represents and warrants that, in performing its obligations under this Agreement,
Mickelson does so as an independent contractor and, without limiting the foregoing. Mickelson assumes exclusive
responsibility for the collection and payments of all employer and employee contributions and taxes under all
applicable laws now in effect or hereafter enacted and Mickelson further agrees to file any returns or reports
necessary in connection therewith. TDA shall have the right to deduct from any amounts payable hereunder such
portion thereof as are required to be deducted under applicable statute, regulation, treaty or other law, and
Mickelson shall promptly execute and deliver to TDA such forms and other documents as may be required in
connection therewith. Notwithstanding anything herein to the contrary, it is agreed and acknowledged that TDA
remains liable for the payment of all pension and health welfare contributions required of any guild or labor
organization (e.g., SAG, AFTRA, etc.).

10.2 Notices. All notices and statements hereunder required to be given to TDA shall be sent to TDA at its
address stated at the beginning of this Agreement, to the attention of the General Counsel, and all notices to
Mickelson shall be sent to Mickelson at the address stated at the beginning of this Agreement, unless either party
notifies the other party in writing if a change of address in accordance with the provisions of this Section. Notices
are deemed to be received by the addressee of the notice on the earlier or the date the notice is actually delivered
to the addressee and: (i) three (3) days after the notice is sent by certified mail, postage prepaid, return receipt
requested;
(ii) the next business day after the notice is sent by confirmed fax transmission; or (iii) on the date of guaranteed
delivery if the notice is sent by recognized national or international express courier.

10.3 Right of Offset. Notwithstanding any provision contained in this Agreement, neither party will be prohibited
from exercising any right of offset that may be available at law.

10.4 Governing Law. This Agreement will be deemed entered into in Arizona and will be governed by and
interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts
of law provisions.

10.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof, and all prior agreements and understandings, whether oral or written, are
hereby superseded in their entirety. No waiver, modification or addition to this Agreement shall be valid unless in
writing and signed by the party sought to be charged therewith.

10.6 Assignment. This Agreement may be assigned by Mickelson and TDA with the other party's prior written
approval. Except with Mickelson's prior written approval, this Agreement may not be assigned by TDA: (i) in
connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate
reorganization, or the sale of substantially all of TDA's rights to all of its Golf Products; or (ii) to an affiliated,
parent, subsidiary, related company (or in the case of the production of Advertising Materials to an
                                                           5


advertising agency representing TDA) so as to effectuate the intent of this Agreement and the subject matter
hereof, although TDA will continue to be liable for all financial obligations hereunder.

10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such
provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be
affected.

10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will
be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and
expenses of appeal and enforcement.

10.9 Liability. In no event (including, but not limited to, Mickelson's default hereunder) shall Mickelson be liable
to TDA (or any entity claiming through TDA) for any amount in excess of the amounts actually received by
Mickelson hereunder, excluding the reimbursement of expenses. Under no circumstances will Mickelson be liable
to TDA or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for
loss of good will or business profits.

10.10 Applicable Law and Disputes. This Agreement shall be governed by the laws of the State of Arizona
applicable to agreements fully executed and performed therein. Any claims arising hereunder or relating hereto
shall be prosecuted only in the appropriate court of the State of Arizona or in the applicable United States District
Court and neither party shall make any claim or demand in any other jurisdiction forum. Each party waives its
right to a trial by jury and agrees to the jurisdiction of the judge in the appropriate court as governed by the State
of Arizona. The parties consent to the personal jurisdiction of such courts and to the service of process by mail.

10.11 Force Majeure. If at any time during this Agreement, Mickelson or TDA is prevented from or hampered
or interrupted or interfered with in any manner whatever in fully performing their respective duties hereunder by
reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative,
executive or judicial (whether or not valid), act of God, earthquake, flood, fire, epidemic, accident, explosion,
casualty, lockout, boycott, strike, labor controversy (including, but not limited to threat of lockout, boycott or
strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war
or official statement as to the existence of a state of war), invasion, occupation, intervention or military forces, act
of public enemy, embargo, delay of a common carrier, inability without fault of such party to obtain sufficient
material, labor. transportation, power or other essential commodity required in the conduct of business; or by
reason of any event beyond any of the foregoing parties' reasonable control (e.g., illness, family emergency, etc.);
or by reason of any other cause or causes of any similar nature (all of the foregoing being herein referred to as an
"event of force majeure"), then the applicable party's obligations hereunder shall be suspended as often as any
such event of force majeure occurs and during such periods of time as such events of force majeure exist and
such non-performance shall not be deemed to be a breach of this Agreement.

10.12 Reservation of Rights. All rights not herein specifically granted to TDA shall remain the property of
Mickelson to be used in any manner Mickelson deems appropriate. TDA understands that Mickelson has
reserved the right to authorize others to use Mickelson's Likeness within the Contract Territory and during the
Term in connection with all tangible and intangible items and services other than TDA's Golf Products as
specifically set forth herein.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below:

               TEKNIK DIGITAL ARTS INC.                              MICKELSON, INC.

               By: /s/ John Ward                                     By: /s/ Phil Mickelson
                   --------------------------                            ------------------------
                   Name: John Ward                                       Name: Phil Mickelson
                   Title: Chairman                                       Title:
                   Date: August 6, 2004                                  Date: August 6, 2004




                                                           6
                                                 AMENDMENT

4. COMPENSATION

4.1 Products. TDA will provide to Mickelson, free of all costs whatsoever
(including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's "Phil
Mickelson Golf" game for Sony Play Station or X Box and for PC-CD promptly after TDA's release thereof and
(b) fifty (50) copies of any other TDA products selected by Mickelson.

4.2 Compensation Rights and Service. TDA agrees to pay Mickelson, as a consideration for the Rights and
Services:

1) 250,000 Restricted common shares of TDA,

a. As of the date of this agreement, Company has sold stock at $2.50/share.

b. Par Value is $.0001 per share

2) 33% royalty of net TDA net sales price,

a. Handheld products 33% or $1 per subscription whichever is greater

3) Option to convert annual royalties to TDA common stock at a $10 of stock for every $1 of Royalty converted

a. TDA stock conversion price based on the previous six month average daily price.

b. Option is limited to 250,000 SHARES of TDA common stock and if the option is exercised, it must be
exercised when the agreement is in effect.

c. WARRANT TO PURCHASE 500,000 SHARES OF TDA COMMON STOCK AT $1 PER SHARE.
THIS WARRANT HAS REGISTRATION RIGHTS.

d. This one-time option would cease all future royalties.

All payments due under this Agreement shall be made in the form of a check drawn to the order of "Phil
Mickelson" and delivered to Mickelson's agent at the following address: Gaylord Sports Management, 14646 N.
Kierland Blvd., Suite 230, Scottsdale, Arizona 85254, Attn: Steve Loy. Payments shall be made 15 days from
the end of each quarter. Mickelson's net payment after any such charges or deductions shall equal the amount set
forth above. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%)
per month, or (ii) the maximum interest rate permissible under law, whichever is less.

4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and
miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Mickelson and a guest
designated by Mickelson will be paid by TDA or reimbursed by TDA to Mickelson where necessary in the
performance of Mickelson's Services under this Agreement provided, however, that such expenses are required
and reasonable for a celebrity of Mickelson's stature.

This Section Amended: December 10, 2004

                                                       /s/ PM
                                                -----------------
                                                       /s/ RSL
                                                -----------------
                                                       /s/ JW

                                                -----------------
                                                EXHIBIT 10.17

             JOINT VENTURE AND LIMITED LIABILITY COMPANY AGREEMENT

THIS AGREEMENT is entered into as of October 14, 2004, by and between Teknik Digital Arts Inc., a
Nevada corporation ("Teknik"), and PEP PAD, LLC., a Delaware Corporation ("Parisi").

                                             W I T N E S S E T H:

WHEREAS, Teknik develops technologies and intellectual properties utilized on desktop windows, wireless
phones, video game consoles and other consumer electronic devices;

WHEREAS, Parisi provides unique speed training programs for all sports and is an exclusive licensee of the
"SDK" software for performance enhancement fitness related pressure sensitive mats with connectivity to a
personal computer as well as gaming consoles or a self contained unit having an integrated screen;

WHEREAS, Teknik and Parisi wish to enter into a joint venture (the "JV") for the purpose of developing,
publishing and marketing physically interactive performance enhanced video games/ pursuant to the licensing
rights obtained by Parisi (the "Business"); and

WHEREAS, Teknik and Parisi desire to form the JV as a limited liability company under the Arizona Limited
Liability Company Act, A.R.S. Sections 29-601, et seq., as amended from time to time (the "Arizona Act"), to
conduct the Business.

NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Teknik and
Parisi agree as follows:

                                         ARTICLE 1-DEFINITIONS

For purposes of this Agreement:

"ARIZONA ACT" means "The Arizona Limited Liability Company Act," Arizona Revised Statutes, Sections 29-
601, et seq.;

"CAPITAL ACCOUNT" has the meaning set forth in Section 4.5(a);

"CAPITAL EXPENDITURE" means any amount properly incurred by a Member to purchase or maintain any
item of equipment or other capital asset for the JV, which amount would be recorded as a capital expenditure for
GAAP purposes;

"CAPITAL EXPENDITURE DISTRIBUTION AMOUNT" means, with respect to any Capital Expenditure,
ten percent of the amount of such Capital Expenditure in the fiscal quarter in which such Capital Expenditure is
incurred and in each of the succeeding nine fiscal quarters;

"CHANGE OF CONTROL" means any event (except going public), transaction or occurrence as a result of
which the current shareholders or interestholders of a Member cease to directly or indirectly own and control
50% or more of the economic and voting rights of each class of the outstanding capital stock or the interests of
such Member on a fully diluted basis.

"CODE" means the Internal Revenue Code of 1986, as amended:

"COMMON STOCK" means the common stock of Teknik.

"DECEASED SPOUSE" has the meaning set forth in Section 9.1(c);

"DEVELOPMENT ACTIVITIES" means the research, development, manufacture and sale of the Physically
Interactive Video Games using the Parisi PEPPAD, including the provision of the funding for the acquisition of the
Future JV Licenses and the provision of accounting services.

"DISTRIBUTION ALLOCATION" has the meaning set forth in Section 4.6;

"DIVORCED MEMBER" has the meaning set forth in Section 9.1(d);

"DIVORCED SPOUSE" has the meaning set forth in Section 9.1(d);

                                                         1


"EXISTING PARISI LICENSED PROPERTY" means, collectively, the rights of Parisi or its affiliates; (i)
subject to The Andamiro USA Corp. License, to publish performance enhancement fitness related Video Games
for console and PC applications, which rights shall be assigned to the JV by Parisi, pursuant to
Section 4.4(a)(i);

"EXISTING PARISI LICENSES" means the Andamiro USA Corp. SDK Software License.

"FISCAL YEAR" has the meaning set forth in Section 3.5;

"FUTURE JV LICENSES" means the rights hereafter acquired by the JV to publish Physically Interactive Video
Games using the Parisi PEPPAD.

"GAAP" means generally accepted accounting practices in the United States, consistently applied;

"IMPROVEMENTS" means any and all Technology developed by (or on behalf of) the JV or Teknik, alone or
in conjunction with others, or with respect to which the JV or Teknik acquires intellectual property rights, during
the term of this Agreement;

"INITIATING MEMBER" has the meaning set forth in Section 9.6;

"JV" means "TEKNIK PARISI, LLC", or such other name hereafter selected by the Members, the limited
liability company to be formed by the Members pursuant to Article 3:

"JV FINANCINGS" means short or long term secured or unsecured JV debt, or private placements or public
offerings of JV equity:

"JV LICENSES" means the Existing Parisi Licenses and the Future JV Licenses;

"KNOW-HOW" means the general and specific knowledge, experience, and information, not in written or
printed form, used by the JV or Teknik and applicable to the design, development, manufacture, assembly,
servicing, or sale of Video Games;

"LICENSED PROPERTY" means the Exclusive Patent & Copyright License entered into between Andamiro
USA. Inc. and Parisi Sports, Inc. dated June 25, 2003.

"LIENS" means all charges, claims, encumbrances, leases, liens, mortgages, security interests, and other
restrictions of any kind and nature against personal or real property;

"LIQUIDATING MEMBER" has the meaning set forth in Section 8.3;

"MANAGEMENT COMMITTEE" has the meaning set forth in Section 5.1(a);

"MANAGER" has the meaning set forth in Section 5.4;

"MAXIMUM DRAWDOWN OTHER MEMBER" has the meaning set forth in Section 9.5;

"MEMBER SPOUSE" has the meaning set forth in Section 9.1(c);
"MEMBER REPRESENTATIVES" has the meaning Set forth in Section 5.1(a);

"MEMBERS" has the meaning set forth in Section 3.4;

"MEMBERSHIP INTEREST CONVERSION RIGHT" has the meaning set forth in
Section 10.1;

"NET DISTRIBUTIONS" has the meaning set forth in Section 4.6;

"NET PROFITS" or "NET LOSS" means, as appropriate, the taxable income or loss of the JV for a designated
period for Federal income tax purposes as determined by the JV's independent public accountants, increased by
the amount of any tax-exempt income of the JV during such period and decreased by the amount of any Code
Section 705(a)(2)(B) expenditures of the JV within the meaning of Treasury Regulation Section 1.704-I(b)(2)(iv)
of the JV;

"OTHER MEMBER" has the meaning set forth in Section 9.5;

"PARTICIPATING INTERESTS" has the meaning set forth in Section 4.1;

"PARTY" or "PARTIES" means an individual or entity that has executed this Agreement or is an assignee under
it;

"PARISI" has the meaning set forth in Section 3.4;

                                                         2


"PARISI ASSIGNMENT" has the meaning set forth in Section 4.4(a)(i);

"PROFIT/LOSS ALLOCATION" has the meaning set forth in Section 4.2:

"REIMBURSABLE EXPENSES" means: (i) a Party's direct costs and expenses incurred after the date hereof
relative to the development, fabrication, manufacture, or distribution of the Video Games for the JV, (ii) a Party's
costs and expenses incurred after the date hereof relative to its corporate overhead, administration of the JV,
promotion of the Video Games, and negotiation for the JV, which overhead, administrative and general costs that
are reasonable and fairly attributable to the JV shall be determined by mutual agreement of both Parties, (iii) a
Party's out-of-pocket expenses incurred after the date hereof for the JV in developing the Improvements, and (iv)
a Party's out-of-pocket legal and other expenses incurred in the preparation of this Agreement and the
organization of the JV:

"SUBJECT INTEREST" has the meaning set forth in Section 9.1(a);

"TECHNICAL DATA" means documents containing technical information, engineering or production data,
blueprints, drawings, plans, specifications, descriptions of assembly and manufacturing procedures, quality and
inspection standards, test records and data, and other written materials owned and used by the JV or Teknik,
and applicable to the design, development, manufacture, assembly, servicing, or sale of Video Games;

"TECHNOLOGY" means Technical Data in human or machine readable form, inventions (whether or not
patentable), works of authorship, products, Know-How, manufacturing methods, processes, concepts, designs,
computer hardware and software, models, prototypes, automations, designs, and related information and things
applicable to the design, development, manufacture, assembly, servicing, or sale of Video Games;

"TEKNIK" has the meaning set forth in Section 3.4;

"TERMS OF SALE" has the meaning set forth in Section 9.5;

"THIRD PARTY EXPENSES" means any amounts owing by the JV or a Party on behalf of the JV to third
parties unaffiliated with a Party;
"UNAUTHORIZED TRANSFER" has the meaning set forth in Section 9.2; and

"VIDEO GAMES" means video games developed and marketed by the JV pursuant to the JV Licenses;

"WITHDRAWING MEMBER" has the meaning set forth in Section 9.1(a).

                                   ARTICLE 2 - PRELIMINARY MATTERS

2.1 THE EXISTING_PARISI LICENSED_PROPERTY. Concurrent with the execution of this Agreement as
defined in Paragraph 4.4, Parisi and/or its affiliates shall assign its interest in the Existing Parisi Licensed Property
to the JV. However, should this Agreement be terminated for any reason, the license will revert back to Parisi
Sports, Inc.

                                    ARTICLE 3 - FORMATION OF THE JV

3.1 Name and Address. The name of the JV shall be "Teknik Parisi, LLC", or such other name hereafter selected
by the Members. The principal place of business of the JV shall be 7377 E. Doubletree Ranch Road # 240,
Scottsdale, Arizona.

3.2 Registered Office and Registered Agent. John Ward is hereby designated as the registered agent of the JV
for service of process in the State of Arizona. His office located at 3104 E. Camelback #509, Phoenix, Arizona
85016 is designated as the registered office of the JV in the State of Arizona. The JV may from time to time
change its registered agent for service of process, the location of its registered office within the State of Arizona
and the location of its principal place of business.

3.3 Purpose and Powers of the JV. The purpose of the JV shall be to develop, manufacture, market, and sell
video games for mobile and console applications, based on licensed television, motion picture, sports, comic
book, celebrity and similar properties. The JV may also engage in other businesses that are either a direct or
indirect outgrowth of or are reasonably related to the foregoing purpose. In order to carry out its purpose, the JV
shall have and may exercise all powers now or hereafter conferred on limited liability companies by the Arizona
Act and other laws of the State of Arizona and, without limitation, shall have the authority to execute,
acknowledge, and deliver

                                                            3


instruments, and to do any and all things necessary, appropriate, proper, advisable, incidental to, or convenient,
for the furtherance and accomplishment of its purpose and for the protection and benefit of the JV.

3.4 Members. The names and the addresses of the initial Members are as follows:

                      Name                               Address
                      ----                               -------
                      Teknik Digital Arts Inc.           7377 E. Doubletree Ranch Road #240
                                                         Scottsdale, Arizona 85258

                      Pep Pad, LLC                       2-22 Banta Place,
                                                         Fair Lawn, New Jersey 07410




The initial Members may withdraw, be replaced, or be removed from the JV, and new Members may be added,
withdraw, be replaced, or be removed from the JV, all as provided in this Agreement.

3.5 Fiscal Year. A "Fiscal Year" of the JV shall be a calendar year.

3.6 Liability of Members. The Members shall not have any liability for the debts, obligations, or liabilities of the
JV, except to the extent expressly provided in the Arizona Act.

3.7 Restrictions on Transfer. Except as provided in Article 9, no Member shall have the right to sell, assign,
pledge, transfer, encumber, or otherwise dispose of or alienate, all or any part of its Participating Interest in the
JV without the prior written consent of the other Member in its sole discretion. Any purported sale, assignment,
transfer, or other disposition by a Party of all or any part of its Participating Interest in the JV without such prior
written consent shall be null and void and of no force and effect.

3.8 Admission of Additional or Substitute Members. No substitute or additional Member shall be admitted to the
JV, except as specifically set forth in this Agreement.

              ARTICLE 4 - CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS

4.1 Participating Interests. The "Participating Interests" of the Members in the ownership of the JV are as follows:

                          Name                                      Participating Interest
                          ----                                      ----------------------
                          Teknik Digital Arts Inc.                           50%

                          PEP PAD, LLC                                           50%




4.2 Allocation of Net Profits and Net Losses. The Net Profits and Net Losses of the JV for each Fiscal Year (or
other period) shall be allocated to the Capital Account of each Member in accordance with the following table
(the "Profit/Loss Allocation"):

                                                                Allocations attributable to
                                                                Video Games published pursuant
                     Name                                              to License
                     ----                                              ----------
                     Teknik Digital Arts Inc.                           50%

                     PEP PAD, LLC                                        50%




4.3 Initial Capital Contributions. The initial capital contribution of each Member to the JV in cash or other
property shall be as follows:

                      Name                                      Initial Capital Contribution
                      ----                                      ----------------------------
                      Teknik Digital Arts Inc.                            $1,000

                      PEP PAD, LLC                                           $     0.




                                                            4


4.4 Equalization Transactions.

(a) Parisi shall:

(i) assign to the JV, in a form of assignment mutually acceptable to each of Teknik and Parisi (the "Parisi
Assignment"), all of Parisi's right, title, and interest in and to the Existing Parisi Licensed Property, for the
purposes of engaging in the activities set forth in
Section 3.3; and

(ii) make available for purchase by the JV the right to use all titles that Parisi hereafter obtains through its license
negotiations; provided, that the purchase by the JV of such license rights shall be by mutual agreement of each of
Teknik and Parisi.

(b) Teknik shall:

(i) undertake the Development Activities; and

(ii) make certain Capital Expenditures on behalf of the JV, as more particularly set forth in Section 6.1, and
otherwise contribute, as Reimbursable Expenses, funds necessary to finance the Development Activities;
provided, that at any time and from time to time, Teknik may decide not to make such contributions but to rely on
JV Financings negotiated, approved, and executed solely by Teknik during the term of this Agreement; and if
such JV Financings are not available, Teknik will not be obligated to make such additional contributions; and

4.5 Capital Account.

(a) There shall be established for each Member on the books of the JV a capital account (a "Capital Account").
The Capital Account of a Member shall be: (i) credited with: (x) such Member's initial capital contribution, (y)
allocations of Net Profits to such Member, and (z) additional capital contributions made by such Member,
including, without limitation, Capital Expenditures, and (ii) decreased by: (x) allocations of Net Losses to such
Member, and (y) distributions to such Member of Capital Expenditure Distribution Amounts or Net Distributions.

(b) Upon the occurrence of any event specified in Treasury Regulation Section l.704-1(b)(2)(iv)(i), the
Management Committee may cause the Capital Accounts of the Members to be adjusted to reflect the fair
market value of the JV's assets at such time (as determined by the Management Committee in its sole discretion)
in accordance with such regulation.

4.6 Expenses; Distributions. Subject to Section 4.8, the gross cash receipts of the JV for a fiscal quarter from all
sources, including, without limitation, cash from operations, JV Financings, or other sources, less reserves for
returns and inventory obsolescence, shall be used: first, to pay Third Party Expenses incurred in such or prior
fiscal quarters; second, to distribute the sum of the Capital Expenditure Distribution Amounts for such or prior
fiscal quarters to the Member that incurred such Capital Expenditures; and, third, to pay to the Members the
Reimbursable Expenses incurred by each in such or prior fiscal quarters; provided, that to the extent that the JV
fails to pay the full amount of the sum of the Capital Expenditure Distribution Amounts, the unpaid balance of
such amounts will be carried forward and become payable as an additional Capital Expenditure Distribution
Amount in the next succeeding fiscal quarter; and provided further, that to the extent that the JV fails to pay the
full amount of the Reimbursable Expenses incurred in such fiscal quarter: (i) the payments to a Party for
Reimbursable Expenses will be made in proportion to the relative amounts of Reimbursable Expenses owed to
each in such fiscal quarter, and (ii) any remaining amounts of Reimbursable Expenses will be carried forward and
become payable as an additional Reimbursable Expense in the next succeeding fiscal quarter. Subject to Section
4.8, any amount remaining after the payments (and after reserves for returns and inventory obsolescence)
provided for in the preceding sentence will be distributed to the Members (the "Net Distributions") in accordance
with the distribution set forth in the following table (the "Distribution Allocation"):

                                                           5

                                                              Distributions attributable to
                                                            Video Games published pursuant to
                                                                           the
                   Name                                                  License
                   ----                                                  -------
                   Teknik Digital Arts Inc.                                50%
                   Pep Pad, LLC                                            50%




4.7 Liabilities. Liabilities shall be determined in accordance with GAAP; provided, that: (i) the Management
Committee, in its sole discretion, may provide reserves for estimated accrued expenses, liabilities, or
contingencies, whether or not in accordance with GAAP, and (ii) Reimbursable Expenses and Capital
Expenditure Distribution Amounts shall constitute obligations of the JV.

4.8 Limitation of Distributions. Distributions will be subject to the provision by the JV for: (i) all JV liabilities in
accordance with the Arizona Act, and (ii) reserves for liabilities taken in accordance with Section 4.7. The
unused portion of any reserve shall be distributed after the Management Committee has determined that the need
therefor has ceased.

4.9 Allocation of Income and Loss for `Fax Purposes. The JV's ordinary income and losses, capital gains, other
losses, and other items as determined for Federal income tax purposes (and each item of income, gain, loss, or
deduction entering into the computation thereof) shall be allocated to the Members in accordance with the
Profit/Loss Allocation set forth in Section 4.2. Notwithstanding the foregoing sentence, Federal income tax items
relating to any
Section 704(c) property shall be allocated among the Members in accordance with
Section 704(c) of the Code and Treasury Regulation Section 1.704-1(b)(2)(iv)(g) to take into account the
difference between the fair market value and the tax basis of such Section 704(c) property as of the date of its
revaluation pursuant to Section 4.5(b) hereof. Items described in this Section 4.9 shall neither be credited nor
charged to the Members' Capital Accounts.

4.10 Determination by the Management Committee of Certain Matters. All matters concerning valuations and the
allocation of taxable income, deductions, credits, Net Profits, and Net Losses among the Members including
taxes thereon and accounting procedures, not expressly provided for by the terms of this Agreement shall be
equitably determined in good faith by the Management Committee, whose determination shall be final, conclusive,
and binding as to all of the Members.

                                 ARTICLE 5 - MANAGEMENT OF THE JV

5.1 Management of the JV.

(a) Management Committee. The business and affairs of the JV shall be governed in all respects by a committee
(the "Management Committee") composed of two individuals (the "Member Representatives"), one of whom shall
be appointed by each Member. The Management Committee shall be responsible for: (i) formulating the policy of
the JV, (ii) determining initial and annual capital and operating budgets, (iv) authorizing individuals to carry out all
material decisions regarding JV activities and operations, including decisions regarding material capital
expenditures and investments, and (iii) monitoring the efforts and progress of such individuals to determine that
such decisions are being properly implemented. In these regards, each of the Members agrees to devote the time
and to exercise his best reasonable efforts to cause the JV to achieve its purposes, as set forth in Section 3.3.

(b) Meetings.

(i) The Management Committee shall meet at least once every month, or more or less frequently as determined
by the Member Representatives. Management Committee meetings may be held in person, by telephone
conference, or by use of similar communications equipment. Any action required or permitted to be taken by the
Management Committee may be taken without a meeting if all of the Member Representatives consent in writing.

                                                           6


(ii) Special meetings of the Management Committee may be held upon the call of any Member Representative for
any purpose. Written notice of each regular and special meeting shall be sent to each Member Representative not
less than twenty-four hours before such meeting. Notice of any meeting need not be given to any Member
Representative who shall submit, either before or after the meeting, a signed waiver of notice or who shall attend
the meeting.

(c) Term of Member Representatives. Each Member Representative shall hold office until his death, resignation,
retirement, or removal by the Member that appointed him. If a vacancy shall occur in the Management
Committee, the Member that appointed such vacating Member Representative may appoint his successor by
giving written notice thereof to the other Member. Similarly, if either Member desires to replace its appointee,
such Member may remove and replace such appointee at any time by giving written notice thereof to the other
Member.

(d) Compensation. Member Representatives shall not receive any salaries, fees, or other compensation or
expense reimbursement from the JV in respect of their service on the Management Committee; any such
compensation and reimbursement shall be the obligation of the Member designating the particular Member
Representative.

(e) Quorum. The presence, by proxy, in person, or by telephone, of both Member Representatives at any regular
or special meeting of the Management Committee shall be necessary to constitute a quorum.

(f) Vote. Each Member Representative shall vote the Participating Interest of the Member that appointed him.
5.2 Actions of the Management Committee. At any meeting at which a quorum is present, the Management
Committee shall act, except as otherwise provided herein, upon the vote of both Member Representatives, and
such action shall be binding upon the Members and the JV.

5.3 Unanimous Consent Matters. The JV shall not take, and the Management Committee shall not cause the JV
to take, any of the following actions without the consent in favor thereof of both Members:

(a) waive any provision of this Agreement;

(b) sell, transfer, or encumber a material part of the assets of the JV, or cause the JV to merge or consolidate
with any other person or entity;

(c) admit any additional Members or issue any additional ownership interests in the JV, except as permitted in
Section 4.4(b)(ii);

(d) enter into a joint venture, partnership, or similar arrangement with any person or entity other than sales,
distribution, and license agreements entered into in the ordinary course of business of the JV:

(e) enter into any transaction with, or make or incur any obligation to make any payment to, a Member or an
affiliate of a Member, other than as expressly provided in this Agreement;

(f) merge, reorganize, or restructure the JV, or register any securities in the JV pursuant to any provision of any
applicable securities laws, except as permitted in Section 4.4(b)(ii); or

(g) file a petition in voluntary bankruptcy; make an assignment for the benefit of creditors; consent to the
appointment of a receiver or receivers of a material part of the property of the JV; or file a petition or answer
seeking reorganization under the federal bankruptcy laws or any other applicable law or statute of the United
States or any State thereof or any similar laws of any other jurisdiction,

                                                           7


5.4 Management. The day-to-day operations of the JV, including manufacturing, marketing, and sales decisions,
shall be managed by Teknik. Teknik shall report regularly to the Management Committee. Teknik shall select a
general manager (the "Manager") reasonably satisfactory to the other Member and shall establish such other
management positions as Teknik shall deem appropriate from time to time. The Manager shall be under a
fiduciary duty to conduct the affairs of the JV in the best interests of the JV and its Members, including the
safekeeping of all JV property and the use thereof for the exclusive benefit of the JV. The Manager may be
removed by either Member for "good cause", which for purposes of this Agreement shall be limited to an act
relating to the business of the JV which constitutes fraud, gross negligence, a willful violation of fiduciary duty, a
willful usurpation of an opportunity of the JV, willful misconduct, or a willful failure to follow directions of the
Management Committee. The removal of a Manager shall be effective upon written notice from either Member.
Following removal of a Manager, a new Manager may be appointed by Teknik subject to Parisi's reasonable
satisfaction. At any time when there is no Manager, the Manager's responsibilities shall be vested in Teknik. The
Manager shall devote such time and effort as is necessary for the management of the JV and the conduct of its
business in an efficient, thorough, and businesslike manner, devoting appropriate attention to all matters affecting
the conduct of the JV's business.

5.5 Communications. The Members shall promptly advise and inform each other of any transaction, notice, event,
or proposal, other than in the ordinary course of business of the JV, of which they become aware that directly
relates to the management and operation of the JV or to any assets of the JV, to the extent any such matter does
or could materially affect, either adversely or favorably, the JV, its business, or its assets.

                                          ARTICLE 6 - COVENANTS

6.1 Capital Expenditures.

(a) Teknik shall devote adequate resources to the JV, subject to its right to rely on JV Financings as provided in
Section 4.4(b), to engage in such Development Activities as are needed or desirable for the JV to achieve its
purposes set forth in
Section 3.3.

(b) Consistent with capital budgets approved by the Management Committee, Teknik shall have the exclusive
authority to commit to and make Capital Expenditures on behalf of the JV; provided, that a Capital Expenditure
in excess of $100,000.00 shall require the prior written consent of Parisi, such consent not to be unreasonably
withheld. Any equipment or capital assets purchased by Teknik on behalf of the JV shall be the property of the
JV.

6.2 Improvements; Protection of Rights in Improvements.

(a) The JV shall devote adequate resources to the Development Activities in the furtherance of the development
of the Video Games and to the research and development of Improvements to maximize the exploitation by the
JV of the JV Licenses. Teknik shall present such Improvements to the JV and shall provide all information
regarding such Improvements reasonably necessary for the JV to determine whether or not to endeavor to have
patent letters issued for such Improvements. Such improvements are the intellectual property of the JV and the
JV will have sole and exclusive control of any and all matters pertaining to said Improvements.

(b) Parisi shall promptly consult with Teknik on any actions or events that could materially impact the value of the
Existing Parisi Licenses assigned to the JV, including litigation.

                         ARTICLE 7 - REPRESENTATIONS AND WARRANTIES

7.1 Parisi Representations and Warranties. Parisi hereby represents and warrants to Teknik as follows:

(a) Due Organization and Good Standing. Parisi is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its organization and has full power and authority to own its assets
and properties and to carry on its business as now conducted. Parisi is duly qualified as a foreign corporation to
transact business, and is in good standing, in each jurisdiction where the character of its properties, owned

                                                            8


or leased, or the nature of its activities makes such qualification necessary, except where the failure to be so
qualified would not have an adverse effect material to Parisi,

(b) Authorization and Validity of Agreements. Parisi has the full corporate power and authority to enter into,
execute, and deliver this Agreement and the Parisi Assignment and to perform fully its obligations hereunder and
thereunder. The execution, delivery, and performance of this Agreement and the Parisi Assignment, and the
consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary
action on the part of Parisi. No other action is necessary for the authorization, execution, delivery, and
performance by Parisi of this Agreement and the Parisi Assignment and the consummation by Parisi of the
transactions contemplated hereby and thereby. This Agreement and the Parisi Assignment have been duly
executed and delivered by Parisi and constitute valid and legally binding obligations of Parisi enforceable against it
in accordance with their terms.

(c) No Governmental Approvals or Notices. Neither the execution and delivery by Parisi of this Agreement and
the Parisi Assignment, the performance by Parisi of its obligations hereunder and thereunder, nor the performance
by Parisi of any action contemplated hereby or thereby requires any consent, approval, order, or authorization of,
or registration or filing with, or the giving of notice to, any governmental or public body or authority.

(d) No Conflict. Neither the execution and delivery by Parisi of this Agreement and the Parisi Assignment, the
performance by Parisi of its obligations hereunder and thereunder, nor the performance by Parisi of any action
contemplated hereby or thereby will: (i) violate (with or without the giving of notice or the lapse of time or both)
any law, rule, regulation, order, judgment, or decree, or (ii) conflict with or result in the breach or violation of, or
constitute (or with or without the giving of notice or the lapse of time, or both, would constitute) a default under:
(x) the partnership agreement of Parisi, or (y) any instrument, contract, or other agreement to which Parisi is a
party or by or to which its assets or properties are bound or subject, including without limitation the License.
7.2 Teknik Representations and Warranties. Teknik hereby represents and warrants to Parisi as follows:

(a) Due Organization and Good Standing. Teknik Digital Arts Inc. is a corporation duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its organization and has full power and authority
to own its assets and properties and to carry on its business as now conducted. Teknik is duly qualified as a
foreign corporation to transact business, and is in good standing, in each jurisdiction where the character of its
properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the
failure to be so qualified would not have an adverse effect material to Teknik.

(b) Authorization and Validity of Agreements. Teknik has the full authority to enter into, execute, and deliver this
Agreement and to perform fully its obligations hereunder. No other action is necessary for: (i) the authorization,
execution, delivery, and performance by Teknik of this Agreement, or (ii) the consummation by Teknik of the
transactions contemplated hereby. This Agreement has been duly executed and delivered by Teknik and
constitutes a valid and legally binding obligation of Teknik enforceable against it in accordance with its terms.

(c) No Governmental Approvals or Notices. Neither the execution and delivery by Teknik of this Agreement, the
performance by Teknik of its obligations hereunder, nor the performance by Teknik of any action contemplated
hereby, requires any consent, approval, order, or authorization of, or registration or filing with, or the giving of
notice to, any governmental or public body or authority.

                                                            9


(d) No Conflict. Neither the execution and delivery by Teknik of this Agreement, the performance by Teknik of
its obligations hereunder, nor the performance by Teknik of any action contemplated hereby will: (i) violate (with
or without the giving of notice or the lapse of time or both) any law, rule, regulation, order, judgment, or decree,
or (ii) conflict with or result in the breach or violation of, or constitute (or with or without the giving of notice or
the lapse of time, or both, would constitute) a default under any instrument, contract, or other agreement to which
Teknik is a party or by or to which his assets or properties are bound or subject.

                                  ARTICLE 8 - TERM AND TERMINATION

8.1 Term. The JV shall continue to operate for an initial term of ten years (the "Initial Term"), subject to earlier
termination as set forth herein. If not terminated during or at the end of the Initial Term, the JV shall continue to
operate for successive additional five year terms ("Additional Terms") unless a party notifies the other party in
writing within one hundred eighty (180) days of the renewal date that it wishes to terminate the JV.

8.2 Termination. The JV shall be dissolved as set forth below:

(a) by the mutual agreement of both Members;

(b) by the remaining Member, in the event the JV is required by a court of competent jurisdiction to recognize an
Unauthorized Transfer, as set forth under Article 9.2 hereof;

(c) by the remaining Member, in the event the other Member withdraws, pursuant to Article 9.4 hereof;

(d) upon a Change of Control of Teknik;

(e) upon the exercise by Parisi of its Membership Interest Conversion Rights under Article 10 of this Agreement;
or

(f) upon the giving of at least ninety days' prior written notice:

(i) by either of the Members, effective at the end of the Initial Term or any Additional Term,

(ii) by either Member in the event the other Member has materially breached its obligations under this Agreement
and fails to cure such breach within thirty days of receipt of written notice from the non-breaching Member of
such breach.
(iii) by either Member at any time following the end of the first year of the Initial Term if the JV does not secure
JV Financing adequate to fund the activities of JV, but only if Teknik is not funding the Reimbursable Expenses of
the JV, or

(iv) by either Member in the event the other Member is in bankruptcy proceedings or has entered into an
assignment for the distribution of assets to creditors.

8.3 Dissolution. In the event the JV is dissolved, Parisi shall serve as the managing Member over such dissolution
(the "Liquidating Member") for the JV:
(i) to liquidate all inventory, and (ii) to sell any equipment and other assets owned by the JV. Upon the dissolution
of the JV, the Liquidating Member shall pay out of JV assets, first the expenses of winding up, liquidation, and
dissolution of the JV, and thereafter all of the remaining assets of the JV shall be distributed in the following order:

(a) to creditors, including the Members, in the order of priority as provided by law; provided, that repayment of
Capital Expenditure Distribution Amounts and Reimbursable Expenses to Members shall be made in accordance
with the Distribution Allocation, as set forth in Section 4.6; and provided further, that the excess of the amount of
any Capital Expenditure over the prior distributions of Capital Expenditure Distribution Amounts made with
respect to such Capital Expenditure shall be deemed to be a Capital Expenditure Distribution Amount for
purposes of this Section 8.3(a); and

                                                          10


(b) to each Member in an amount equal to such Member's Capital Account and thereafter in accordance with
their respective Distribution Allocation, as set forth in Section 4.6. Any gain or loss attributable to the termination
of the JV shall be allocated among the Members in accordance with their respective Profit/Loss Allocation, as set
forth in Section 4,2.

          ARTICLE 9 - TRANSFERS OF PARTICIPATING INTERESTS; WITHDRAWAL

9.1 Transfers of Participating Interests.

(a) Death, Divorce, or Bankruptcy of a Member.

(i) In the event of the death of a Member (which for purposes of this Section 9.1 shall be deemed to cover the
death, divorce, or bankruptcy of an individual owning a controlling interest in a Member that is a business entity),
where the Participating Interest owned by the bankrupt or divorcing Member is or would be transferred in any
manner to any other person as a result of the death, divorce, or bankruptcy of the Member (the deceased,
divorcing, or bankrupt Member is referred to as the "Withdrawing Member"), the JV shall have the option to
purchase and acquire from the estate of the Withdrawing Member, the Member, or any other person, all of the
Participating Interest which the Withdrawing Member owned at the time of his death, divorce, or bankruptcy at
the price and upon the terms and conditions set forth herein. Such purchase shall be closed within thirty days
following the death of the Withdrawing Member or the agreement or order authorizing or compelling the transfer
of the Member's Participating Interest as a result of the divorce or bankruptcy of the Withdrawing Member. The
Participating Interest subject to the obligations set forth in the preceding sentence shall be referred to herein as the
"Subject Interest." In the event that the JV shall be prohibited by law from purchasing the Subject Interest, or any
portion thereof or elect not to purchase the Subject Interest, or any portion thereof, the remaining Member of the
JV shall have the option to purchase and acquire the Subject Interest or the portion thereof which the JV does
not purchase at the same price and upon the same terms and conditions applicable to the purchase thereof by the
JV. Upon the occurrence of any of the foregoing, the Withdrawing Member or the personal representative of the
Member shall be obligated to sell and convey the Subject Interest to the JV or the remaining Member at such
price and upon the terms and conditions hereinafter Set forth.

(ii) The purchase price for the Subject Interest shall be that price agreed to by the Withdrawing Member, the
personal representative of the Withdrawing Member, or any other legal representative of the Withdrawing
Member, as applicable, and the JV or the remaining Member, as applicable.

(b) Death of a Member's Spouse.
In the event of the death of a spouse (the "Deceased Spouse") of a Member (the "Member Spouse") under
circumstances in which by the will of the Deceased Spouse or by the laws of intestate succession the community
interest of the Deceased Spouse in any Member's Participating Interest would pass to or vest in a person other
than the Member Spouse, either legally or beneficially, the Member Spouse shall have the option to purchase
from such other person or the estate of the Deceased Spouse the community interest of the Deceased Spouse in
such Participating Interest, and such other person and/or the estate of such Deceased Spouse shall sell any
Member's Participating Interest to the Member Spouse, at the price determined in accordance with Section 9.1
(a)(ii).

                                                          11


(c) Divorce of a Member.

In the event of the divorce of a person that has ownership in, or contractual rights to control, a Member (the
"Divorced Member") under circumstances in which such person's spouse (the "Divorced Spouse") has or
receives any interest in or to any Member's Participating Interest by community property rights or otherwise, the
Divorced Member shall have the option to purchase from the Divorced Spouse any and all interest of the
Divorced Spouse in or to any Member's Participating Interest, and the Divorced Spouse shall sell any such
interest in and to such Member's Participating Interest to the Divorced Member, at the price determined in
accordance with Section 9.1(a)(ii).

(d) Liens and Security Interests.

No Member shall pledge, mortgage, hypothecate, or grant (or permit or suffer to attach) any lien or security
interest in his or her Participating Interest without the prior written consent of the other Member, which approval
shall not be unreasonably withheld.

(e) Parties Bound.

The provisions of this Section 9.1 shall be binding on each Member of the JV, and on the spouses, heirs,
executors, administrators, successors, and assigns of each such Member.

9.2 Unauthorized Transfers. Any purported transfer of any Member's Participating Interest which does not
comply with the conditions set forth in
Section 9.1 (an "Unauthorized Transfer") shall be null and void and of no force or effect whatsoever; provided,
that if the JV is required by a court of competent jurisdiction to recognize an Unauthorized Transfer, then the
person to whom such Participating Interest is transferred shall have only the rights of an assignee with respect to
such Interest, and the remaining Member may terminate this Agreement pursuant to Section 8.2. Any distributions
with respect to such transferred Participating Interest may be applied (without limiting any other legal or equitable
rights of the JV) towards the satisfaction of any debts, obligations, or liabilities for damages that the transferor or
transferee of such transferred Participating Interest may have to the JV.

9.3 Rights of Assignee. An assignee under Section 9.2 shall be entitled to distributions pursuant to Article 4 with
respect to the Participating Interest transferred to such assignee. An assignee, in such capacity: (a) shall have no
right to vote or otherwise participate in JV matters, (b) shall take no part in the management of the JV's business
and affairs or transact any business on behalf of the JV, (c) shall have no right to any notices provided hereunder,
(d) shall have no power to sign on behalf of, or to bind, the JV, (e) shall have no right to any information or
accounting of the affairs of the JV, (f) shall not be entitled to inspect the books or records of the JV, and (g) shall
not have any other rights of a Member under the Arizona Act or this Agreement, other than those described in
the first sentence of this Section 9.3.

9.4 Withdrawal of Members. Except as provided herein, a Member shall have the right to withdraw from the JV,
but shall have no right to withdraw capital from the JV. Upon the written notice of a Member to withdraw, the
remaining Member may terminate this Agreement pursuant to Section 8.2. Upon the written notice of a Member
to withdraw and the continuation of the JV by the remaining Member, the withdrawn Member shall not receive
any distribution for its Participating Interest, shall no longer be obligated to make additional capital contributions,
shall remain obligated for liabilities and obligations incurred or accrued hereunder or by the JV prior to such
withdrawal, and shall have (or may exercise) only those rights, if any, determined by the remaining Member.
                            ARTICLE 10 - CONVERSION OF JV INTERESTS

10.1 Membership Interest Conversion Right. Commencing one year after the date of this Agreement, Parisi shall
have the right (the "Membership Interest Conversion Right"), at its option at any time, to convert its Membership
interest (except that upon any liquidation of the JV the right of conversion shall terminate at the close of business
on the business day fixed for payment of the amount distributable to the Members) into such number of fully paid
and nonassessable shares of Common Stock obtained by dividing the value of Parisi's Membership Interest (the
"Membership Interest Conversion Value") by the prior 90 day average market price per share of the Common
Stock on a recognized stock exchange at the time of conversion if Teknik is a publicly traded company, or if
private, as determined in good faith by the Board of Directors of Teknik. For purposes of this Article 10, the
Membership Interest Conversion Value shall be, but not to exceed one million shares of Teknik common stock:

                                                          12


(a) ten (10) times the share of the net pre-tax earnings of the JV for the most recent Fiscal Year allocated to
Parisi; and

Such right of conversion shall be exercised by Parisi by giving written notice to Teknik of its election to convert its
Membership Interest into Common Stock at any time during Teknik's usual business hours on the date set forth in
such notice, together with a statement of the name or names (with address) in which the certificate or certificates
for shares of Common Stock shall he issued.

10.2 Issuance of Certificates; Time Conversion Effected. Promptly after the receipt of the written notice referred
to in Section 10.1 of the Membership Interest to be converted, Teknik shall issue and deliver, or cause to be
issued and delivered, to Parisi, registered in such name or names as Parisi may direct, a certificate or certificates
for the number of whole shares of Common Stock issuable upon the conversion of the Membership Interest. To
the extent permitted by law, such conversion shall be deemed to have been effected and the Membership interest
Conversion Value and the per share value of the Common Stock shall be determined as of the close of business
on the date on which such written notice shall have been received by Teknik, and at such time the rights of Parisi
in respect of the JV shall cease, and the person or persons in whose name or names any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder
or holders of record of the shares of Common Stock represented thereby.

10.3 No Fractional Shares. No fractional shares shall be issued upon conversion of the Membership Interest into
Common Stock. If any fractional share of Common Stock would, except for the provisions of the first sentence
of this
Section 10.3, be delivered upon such conversion, Teknik, in lieu of delivering such fractional share, shall pay to
Parisi upon conversion an amount in cash equal to the current market price of such fractional share as determined
in good faith by the Board of Directors of Teknik.

10.4 Change of Control of Teknik. Upon a Change of Control of Teknik, Parisi shall have the right to exercise its
Membership Interest Conversion Right under this Article 10 following the Change of Control but prior to the
dissolution of the JV.

                                      ARTICLE 11 - MISCELLANEOUS

11.1 Confidentiality. Each Member agrees that it shall not, directly or indirectly, without the prior written consent
of the other Member, use for its own benefit (except as a Member) or disclose to any person any information,
trade secrets, confidential customer information, patents, patent rights, Technical Data, or Know-How relating to
the products, processes, methods, equipment, or business practices of the JV or the other Member, except: (a)
to the extent the Member can clearly show any of the foregoing is, or has become, available to the public other
than as a result of disclosure by such Member or any of its affiliates or the directors, officers, employees, agents,
advisors, and controlling persons of it or any of its affiliates, (b) as may be required by law, (c) as a Member may
disclose to its business, financial, and legal advisors (under confidentiality agreements, as appropriate or
necessary), or (d) to the extent the Member can clearly show any of the foregoing is received by such Member in
a non-confidential manner from a third party having the right to disclose such information, or was already in such
Member's possession prior to negotiations related to this Agreement. If a Member is required by applicable law
or regulation or by legal process to disclose any of the foregoing, it will provide the other Member with prompt
notice thereof, to the extent practicable under the circumstances, to enable it to seek an appropriate protective
order. In the event the JV is dissolved, each Member shall return to the other Member all confidential documents
(and all copies thereof) in its possession, or will certify to the others that all such documents not returned have
been destroyed. This confidentiality provision shall survive the expiration or termination of this Agreement for a
period of five years.

11.2 Public Announcements. Except as may otherwise be required by law, neither Member shall make any public
announcement with respect to the JV or any of the transactions contemplated by this Agreement or the
agreements entered into in connection herewith without the prior consent of the other Member,

11.3 Affiliate Transactions. The Members shall not cause or permit the JV to enter into any agreement or
arrangement with a Member or any affiliate thereof, other than on commercially reasonable arms-length terms,

11.4 Books and Records. The books and records of the JV shall be maintained by Teknik at the principal offices
of the JV. Parisi shall have the right to inspect, audit, and copy said books and records upon reasonable notice
and at reasonable times. Within forty-five days after the close of each fiscal quarter, Teknik or the

                                                        13


Manager shall provide each Member with a balance sheet, income statement, and statement of sources and uses
of cash for the month then ended, together with a comparison of actual and budgeted results. Within ninety days
following the end of each fiscal year, Teknik or the Manager shall provide each Member with the statements
required above for the year then ended, together with a comparison of actual and budgeted results. The Manager
shall provide the Members with such additional reports and information relating to the JV as the Members may
reasonably request from time to time in writing.

11.5 Tax Matters; Accountants. The accountants for the JV shall be the accounting firm selected by the
Management Committee. All tax returns of the JV shall be prepared by such accounting firm. As soon as
practicable after the end of each year, the Manager or the Accountants shall provide all Members with all
information necessary to complete the income tax returns for the JV and the Member's taxable income or loss,
deductions, and other items relating to the operating results of the JV. The Manager or the Accountants shall
cause all income tax returns for the JV to be prepared and timely filed, and shall furnish a copy thereof to each
Member promptly after the filing thereof. The Members intend that the JV be treated as a partnership for Federal
income tax purposes. The JV shall maintain a capital account for each Member in accordance with Treasury
Regulation Section 1.704-1(b). The JV's taxable income and tax losses shall be allocated pro rata based on
Participating Interests. Teknik shall be designated to act as the "Tax Matters Partner" within the meaning of
Section 623(a)(7) of the Internal Revenue Code of 1986, as amended. Distributions made in connection with a
sale of all or substantially all of the JV's assets or a liquidation of the JV shall be made in accordance with the
Capital Account balances of the Members within the time period set forth in Treasury Regulation
Section 1.704-1(b)(2)(ii)(B)(3).

11.6 Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable
by any creditor of the JV or of any Member.

11.7 Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the
parties in connection therewith.

11.8 Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.

11.9 Counterparts. This Agreement may be executed by the parties hereto in counterparts, each of which shall be
considered an original, and all of which shall together constitute but one and the same instrument.

11.10 Notices. All notices or other communications relating to this Agreement shall be in writing and shall he
deemed to have been duly given upon receipt by personal delivery, facsimile transmission, or by registered,
certified, or express mail, postage prepaid, addressed as set forth in Section
3.4. Any party may change the address to which such notices are to be sent by giving written notice of such
change in the manner provided herein for giving notice

11.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Arizona, without giving effect to the conflicts of law principles of such State.

11.12 Tax Code References. References to sections of the U.S. Tax Code or Treasury Regulations shall be
deemed to be references to any amendments or substitutions thereof.

11.13 Amendments. This Agreement may be amended only by unanimous vote of the Management Committee.

IN WITNESS WHEREOF, the undersigned have duly executed this Joint Venture and Limited Liability
Company Agreement as of the date first written above.

          MEMBERS:

          TEKNIK DIGITAL ARTS, INC.                             PEP PAD, LLC.

          By: /s/ John Ward                                     By: /s/ Bill Parisi
              -----------------------------                         -------------------------------
              Name: John Ward                                       Name: Bill Parisi
              Title: Chairman                                       Title: Managing Member




                                                         14


                                                 EXHIBIT 10.18

                            ENDORSEMENT AND SERVICES AGREEMENT

This Agreement is made this 15th day of October, 2004 by and between Kentucky Eleven, Inc. ("KE") for the
services of Phil Simms ("Simms") and Teknik Digital Arts, Inc. ("TDA").

WHEREAS, TDA desires that KE, and KE agrees, to cause Simms to perform certain services for TDA and to
grant certain rights to TDA in connection with the promotion, marketing and advertising of certain of TDA's
"Products", as defined herein, on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows:

1. "Products", as used herein, shall mean: (i) that certain interactivity licensed device presently known as the Pep
Pad, by whatever name hereafter known ("Pep Pad") and (ii) specifically all physically interactive training
performance software developed for use with the PepPad, in any and all licensed platforms and applications,
which now or which may hereafter during the Term hereof (as hereinafter defined) utilize the "Pep Pad for
physically interactive training purposes".

2. (a) TDA shall have the right to use Simms's name, photograph and likeness in connection with printed materials
promoting, marketing and/or advertising the Products, including but not limited to, consumer print advertising,
sales brochures and Product labeling and packaging. Simms shall have the right to approve the foregoing,
including but not limited to all proposed advertising copy, sales brochures and all proposed Product labeling and
packaging. Simms shall have fourteen (14) days from receipt of marketing materials to disapprove in writing to
JV and explain specifically why materials are not approved. If notice is not received within that time frame, then
said materials shall be deemed approved.

(b) Simms shall be available to perform for the recording of radio and television commercials and/or
"infomercials" for the Products. TDA agrees that Simms shall have the right to approve the proposed and final
script and format of any of the foregoing and all proposed final edited versions thereof prior to initial broadcast.
Simms shall have fourteen (14) days from reviewing proposed and final scripts, infomercials and commercials to
disapprove in writing to JV. If notice is not received within that time frame, then said materials shall be deemed
approved. No more than one (1) infomercial per year shall be produced during each "Contract Period" of the
"Term" hereof (as those terms are defined in Paragraph 3(a) below).
(c) In connection with the performance of his duties pursuant to Paragraphs 2(a) and 2(b) above, Simms shall be
available to TDA during each year of the "Contract Period" of the "Term" hereof for a total of up to two (2)
Personal Services Days, one (1) of which shall be devoted to: (x) a photo session for materials subject to
Paragraph 2(a) and/or the production of any radio commercials produced pursuant to Paragraph 2(b), and the
other of which shall be devoted to: (y) the production of television commercials and/or an infomercial subject to
Paragraph 2(b). Simms's maximum time commitment for any Personal Services Day shall be four (4) hours with
respect to a photo session and/or radio production session and eight (8) hours with respect to a television and/or
infomercial production session. Hours available for a Personal Services Day may not be used over the course of
more than one (1) calendar day and are not transferable between each other.

(d) In addition to the foregoing, Simms shall be available during each year of the "Contract Period" of the "Term"
hereof to make up to three (3) personal appearances on TDA's behalf, the location, format and nature of Simms's
duties in connection therewith to be mutually agreed upon. Simms' maximum time obligation in connection with
each personal appearance shall be two (2) hours.

(e) All services to be performed hereunder shall be performed at mutually agreeable times and locations and shall
be subject to at least fifteen (15) days prior written notice and to any prior conflicting engagements or obligations
Simms may have. In connection with all services, TDA shall provide Simms and one
(1) companion or business representative with roundtrip airfare and limousine ground transportation and (if
required) room and lodging, all of which shall be on a "first class" basis.

(f) Personal Services Days and personal appearance days are not cumulative and may not be transferred
between Contract Periods.



3. (a) The term of this Agreement (the "Term") and of TDA's rights hereunder shall be for a three (3) year period
commencing on the date hereof and expiring on October 14, 2007, unless sooner terminated or renewed in
accordance with applicable provisions elsewhere set forth herein. "Contract Period", as used herein, shall mean
each consecutive twelve (12) month period of the Term, the first of which shall commence as of October 15,
2004.

(b) The territory to which this agreement applies is the world (the "Territory".)

4. TDA shall pay KE the following compensation in respect of the rights granted and services agreed to be
performed by Simms hereunder:

(a) Royalty: TDA will pay KE a royalty of five (5%) percent of TDA's "Adjusted Gross Receipts" from the sale
in any and channels of distribution, or any other exploitation, of the Products during the "Royalty Period" (as
hereafter defined) throughout the Territory. "Adjusted Gross Receipts" shall mean TDA's gross receipts from
such sale or other exploitation of the Products, less only, on a Product by Product basis, actual documented out
of pocket third party distribution costs or charges. "Royalty Period" shall mean the three (3) year period
commencing as of the date of the first commercial shipment of any of the Products, notwithstanding that said
Royalty Period shall end following expiration of the Term. TDA shall, on or before 45 days following each
September 30th, December 31st, March 31st and June 30th during the Royalty Period, render detailed reports
to KE setting forth the quantities of Products sold by TDA and the Adjusted Gross Receipts derived therefrom
during the preceding period. At the time of rendering such reports, TDA will pay to KE all royalties shown to be
due. KE shall have the right to audit TDA's books and records upon reasonable notice to verify the accuracy of
TDA's accountings. In the event of a discrepancy in KE's favor of 5% or more, TDA shall reimburse KE for its
audit fees and expenses.

(b) TDA confirms KE's royalty is payable by TDA regardless of whether TDA elects to actually use any or all of
the rights granted herein or call upon any or all of the services Simms has agreed to perform hereunder, so long as
Simms is ready, willing and able to perform.

(c) All monies payable to KE shall be paid to "16W Marketing, LLC, as

          agent for Kentucky Eleven, Inc. f/s/o Phil Simms" and shall be sent to KE c/o
          16W Marketing, LLC, 75 Union Avenue, Rutherford, NJ 07070 or such other address
          as KE may designate in writing.




5. For a period of 120 days following the expiration of the Royalty Period hereof TDA shall have the right to sell-
off TDA's then remaining inventory of royalty bearing Products bearing Simms's name or likeness, subject to
TDA's obligation to pay the applicable royalty to KE hereunder within 30 days after expiration of each sixty (60)
day period of the sell-off period.

6. (a) Simms shall not endorse within the Territory during the Term hereof any other interactive fitness video
games. Simms shall not otherwise be restricted hereby in connection with the exploitation of his name,
photograph, likeness, autograph, or services. TDA agrees that the rights granted to TDA hereunder may be
utilized solely in connection with the advertising and promotion of the Products and may not, without Simms's
prior written consent, be used in conjunction with the advertising or promotion of any other products, services or
goods (that is, there shall be no cross-promotions, tie-ins or other types of uses associated with other products or
services without such consent). TDA further agrees that Simms shall have the right to approve in advance all
press releases, biographies and other written or visual material issued to promote the subject matter hereof.

(b) No premium or promotional items utilizing any of the rights granted to TDA hereunder may be produced
without KE's consent.

7. TDA understands and agrees that KE and Simms shall not be deemed to be granting TDA any rights owned
or controlled by any third parties, including but not limited to the CBS, the NFL or the New York Giants, any
required clearance of which shall be TDA's sole responsibility at TDA's sole expense.

8. (a) TDA hereby indemnifies and holds harmless, KE, Simms, his and its agents and assigns from and against
any and all liability, expense and cost (including reasonable attorneys' fees) arising out of any claim based on the
use, quality, or safety of the Products or based on any act or omission by TDA or any of TDA's agents, officers,
or employees or any third parties in connection with the production or creation of advertising or promotional
materials hereunder, or based on any act or omission by Simms in connection with the performance by Simms of
any of his obligations hereunder.



(b) TDA shall provide, at its sole cost, Commercial General Liability insurance covering any claims, liabilities or
losses described in the foregoing indemnity. Such insurance shall be in an amount not less than one Million
($1,000,000) Dollars aggregate per occurrence and One Million ($1,000,000), placed with C.N.A. KE, Simms
and all other indemnitees referred to in Paragraph 8(a) shall be listed as additional insureds in connection with the
foregoing insurance policies and TDA will provide KE with documentation of compliance with the foregoing.

9. TDA may not claim KE or Simms to be in breach hereof unless TDA has given KE written notice of any
alleged breach and same has not been substantially cured within twenty (20) days following receipt of such
notice.

10. This Agreement represents the sole and final agreement between the parties hereto and may not be modified
except by written instrument signed by both parties. This agreement shall be construed in accordance with the
laws of the State of Arizona applicable to agreements wholly performed therein. In the event of any litigation or
other legal proceeding brought against one party by the other based on or arising under this Agreement, the
prevailing party shall be entitled to recover legal fees in addition to any other sums awarded.

11. Special Provisions:

A. TDA shall issue Simms/KE, Twenty Thousand (20,000) shares of Rule 144 restricted common stock in TDA.

B. Notwithstanding anything to the contrary contained herein, KE shall have the option, exercisable at any time
before expiration of the second twelve
(12) month period of the Royalty Period, to elect to receive, in lieu of any future royalty entitlement under
Paragraph 4(a) on Product sales first occurring after the date of any such election, and TDA agrees to issue, two
hundred thousand (200,000) shares of Rule 144 restricted common stock in TDA, which shall be in addition to
those shares issued per Subparagraph C above.
1. Any election by KE shall not effect KE's right to thereafter receive any accrued royalties on Adjusted Gross
Receipts earned or credited to TDA prior to the date of election.

C. In the event of any stock split, reorganization, merger, recapitalization or other similar event, TDA shall make
such adjustment in the number of TDA shares subject to 11 A. and 11 B. above as is required to maintain value.

IN WITNESS WHEREOF, the parties hereunto have set their hands all as of the date and year first above
written.

           TEKNIK DIGITAL ARTS, INC.                         KENTUCKY ELEVEN, INC.

           BY: /s/ John Ward                                 By: /s/ Phil Simms

                --------------------------                        --------------------------------




                                                 EXHIBIT 10.19

                         SPONSORSHIP AND DEVELOPMENT AGREEMENT

This Agreement is made as of November 17, 2004 (the "Effective Date") by and between TEKNIK DIGITAL
ARTS INC., a Nevada corporation with offices at 7377 E. Doubletree Ranch Road, Suite 270, Scottsdale,
Arizona 85258 ("TDA") and Buddy Rice Racing, Inc. ("Rice"), c/o
___________________________________________.

                                                   RECITALS

TDA is in the business of developing and publishing interactive entertainment software products. TDA desires to
have Rice assist in the development, endorsement and publicizing of TDA's Indy Racing Type and NASCAR
Type-related software products.

THEREFORE, TDA and Rice agree as follows:

1. DEVELOPMENT, PRODUCTION, COMMERCIAL AND PUBLICITY SERVICES

1.1 General. Rice agrees to cooperate, consult with and aid TDA in connection with the development of TDA's
"Indy Racing Type and NASCAR Type Product" (hereinafter defined) and the advertising, marketing and
publicity thereof. As used herein, the term "Indy Racing Type and NASCAR Type Product" shall mean any
interactive entertainment software product related to the sport of Indy Racing Type and NASCAR Type which is
produced and released during the "Term" (hereinafter defined in Section 6.l) and which may be published in
multiple versions (e.g., versions for play on game consoles, personal computers, handheld mobile devices
(including cell phones), for sale in any and all territories.

2. GRANT OF RIGHTS; COOPERATION

2.1 Publicity Rights. Rice hereby grants to TDA the following rights (the "Rights"):

(a) the right to use and reuse Rice's name, voice, likeness, facsimile signature, personal statistics, biographical
information and any reproduction or simulation thereof ("Rice's Likeness") in TDA's Indy Racing Type and
NASCAR Type Products and on packaging for TDA's Indy Racing Type and NASCAR Type Products in any
fashion, said grant of rights being limited to the world (the "Contact Territory");

(b) the right to use and reuse Rice's Likeness in TDA'S general internal, nonpublic corporate promotional
materials (such as TDA's Annual Report), corporate advertising and in other forms of publicity;

(c) the right to use and reuse Rice's Likeness in and in connection with the marketing, advertising, promoting and
publicizing of TDA's Indy Racing Type and NASCAR Type Products, by any and all means now known or
hereafter developed;
(d) the exclusive right to use and reuse the results and proceeds of the Services provided in connection with
TDA's Indy Racing Type and NASCAR Type Products; and

(e) with Rice's prior reasonable approval, the right to license to third parties any of the foregoing rights but only in
connection with or directly related to the marketing and sale of TDA's Indy Racing Type and NASCAR Type
Products.

Rice agrees to cooperate in good faith with TDA in connection with TDA's exercise of the Rights in accordance
with the terms of this Agreement.

2.2 Limitations of License.

(a) The Rights granted in Section 2.1 above will only be used by TDA in connection with its Indy Racing Type
and NASCAR Type Products. TDA does not have the right to use the Rights in any product whatsoever
released before or after the Term.

(b) TDA shall not utilize Rice's Likeness in a manner that would constitute an endorsement of any product or
service other than TDA's Indy Racing Type and NASCAR Type Products.



2.3 Rice as Featured Player. TDA agrees that Rice will be one of the featured players on all packaging of and
promotional materials related to, TDA's Indy Racing Type and NASCAR Type Product.

2.4 No Obligation to Use. Except as set forth in Section 2.3 above, the payment to Rice of the sums required
under this Agreement shall fully discharge all obligations of TDA to use Rice's Likeness under this Agreement.

2.5 Approvals. TDA agrees that no use of Rice's Likeness in connection with the product concepts or on their
packaging or advertisements, promotions and other related/similar materials will be made hereunder unless and
until the same has been approved by Rice in writing. Rice agrees that any material, advertising or otherwise,
submitted for approval as provided herein may be deemed by TDA to have been approved hereunder if the same
is not disapproved in writing within fourteen (14) days after receipt thereof. Rice agrees that any material
submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that TDA will be advised of
the specified rounds therefore. TDA agrees to protect, indemnify and save harmless Rice and Rice's agents, or
either of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs
whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of,
TDA. TDA will not depict Rice in a disparaging manner in the Products, packaging, or advertising materials.

3. EXCLUSIVITY

3.1 Exclusivity Period. During the Term (the "Exclusivity Period"), Rice hereby represents, warrants and agrees
that he will not, other than with regard to any group video game licensing agreements: (i) reader any services in
commercials or advertisements on behalf of any computer game or videogame sports software product or
service, or (ii) authorize the use to Rice's Likeness in connection with any computer game or videogame sports
software product or service. These exclusivity obligations will not limit Rice's right to appear in any of the
entertainment fields or in the entertainment portion of any television, film or video program; provided, however,
that Rice may not appear in, or provide services in connection with, advertisements for any computer game or
videogame sports products. Notwithstanding anything herein to the contrary, this Section 3.1 is specifically
subject to the provisions of Section 2.2 above. Rice's obligations set forth in this Section 3.1, and as limited by
Section 2.2, will be referred to elsewhere in this Agreement as the "Exclusivity Obligations". Notwithstanding
anything herein to the contrary, TDA explicitly agrees that nothing herein shall preclude Rice from participating in,
or in any way limit Rice's participation in, any current or future IRL and/or NASCAR group video game licensing
arrangements.

4. COMPENSATION

4.1 Products. TDA will provide to Rice, free of all costs whatsoever
(including without limitation, taxes, duties, shipping and/or handling fees) (a) fifty (50) copies each of TDA's
"Buddy Rice Indy Racing Type and NASCAR Type" game mobile, handheld devices, game console and
personal computer promptly after TDA's release thereof and (b) fifty (50) copies of any other TDA products
selected by Rice.

4.2 Compensation for Rights and Services. TDA agrees to pay Rice, as a consideration for the Rights and
Services,

1) 20% royalty of TDA net mobile sales price of Indy Racing Type and NASCAR Type product that will be sold
as a monthly subscription at $2.50 to $3.00 per month less third party (telecom's) distribution/development costs.
These costs average 33% of gross sales price depending on the carrier.

2) 10% of all game console and personal computer game sales on a wholesale basis. For example, if retail price
is $50 and the company sells to distributor for $20, Rice would receive 10% of $20 or $2 per game sold.

3) The option to convert 10% of the royalty agreement as set forth in section 4.2(2) into the following during the
first two years of this agreement:

a. 100,000 Restricted (under Rule 144) common shares TDA, and

b. Warrant to purchase 250,000 shares at $2.50/share for three years from the effective date of this agreement.

                                                          2


All payments due under this Agreement shall be made in the form of a check drawn to the order of "Buddy Rice
Racing, Inc." and delivered to Rice's agent at the following address:
_____________________________________. Payments shall be made 15 days from the end of each quarter.
Rice's net payment after any such charges or deductions shall equal the amount set forth above. Past due
payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the
maximum interest rate permissible under law, whichever is less.

4.3 Expenses. First-class round-trip air transportation, hotel room meal expenses, local limousine service and
miscellaneous expenses (e.g., telephone and overnight courier charges) incurred by Rice and a guest designated
by Rice will be paid by TDA or reimbursed by TDA to Rice where necessary in the performance of Rice's
Services under this Agreement; provided, however, that such expenses are required and reasonable for a
celebrity of Rice's stature.

5. AUDIT

5.1 TDA, the Licensee, shall keep accurate books of account and records at principal place of business covering
all transactions relating to the License granted herein. Rice shall have the right to engage an independent
accounting firm to examine the Licensee's sales information and all other books and records necessary to
establish the accuracy and timeliness of the royalty statements required hereunder. Such examination shall be at
the premises of Licensee on ten
(10) working days written notice and during normal business hours. The information provided to Rice by the
accounting firm will be the net sales and the application of the appropriate royalty rate to calculate royalties due.
The accounting firm shall be required to take reasonable steps to hold all Licensee information confidential.
Details of the review and all work papers and related supporting data pertaining to the review will be held
confidential by the accounting firm and will not be shown, divulged, or delivered directly or indirectly to Rice or
any third party. The accounting firm shall be bound by a non-disclosure agreement in the firm to be provided by
Licensee to ensure compliance with this paragraph. The examination may be conducted not more than once a
year. If it is determined that Licensee has made any Royalty underpayment which is greater than five percent
(5%) for any Royalty Period, the Licensee shall reimburse Rice for the costs and expenses of such audit.

5.2 Upon request by Rice, but not more than once each year, TDA the Licensee, shall, at its own cost, furnish to
Rice within thirty (30) days after such request a detailed statement prepared by Licensees Chief Financial Officer,
setting forth the number of Products manufactured from the later of the commencement of this Agreement or the
date of any previous such statement up to and including the date of Rice's request therefore and also setting forth
the pricing information for all Products (including the number and description of the Products) shipped, distributed
and sold by Licensee during the aforementioned time period.

5.3 All books of account and records of Licensee covering all transactions relating to the Licensee shall be
retained by the Licensee until at least two
(2) years after the expiration or termination of the Term for possible inspection by Rice.

6. TERM

6.1 Term. The term of this Agreement (the "Term"), shall commence on the Effective Date and terminate at the
end of the Exclusivity Period (i.e, a three
(3) year period commencing on the Effective Date).

6.2 Post-Term Sales. Upon expiration of this Agreement, TDA shall cease all uses of the Rights and/or Rice's
Likeness with respect to advertising, endorsing and/or promoting TDA, but TDA shall be free to continue to
distribute and sell its Indy Racing Type and NASCAR Type Products which incorporate Rice's Likeness for up
to 90 days after the expiration of the Term (although TDA may not use the Rights or Rice's Likeness to promote
or advertise TDA or any of TDA's non-Indy Racing Type and NASCAR Type Products when selling the Indy
Racing Type and NASCAR Type Products, nor can TDA highlight Rice's Likeness in its packaging or sales
efforts); provided, however, that TDA shall have no such right of post-Term sales unless TDA is not in default of
any of its obligations hereunder as of the date of expiration or termination.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Representations and Warranties.

(a) Rice represents and warrants that:

                                                          3


(i) Rice has full right to enter into this Agreement and to perform all of his obligations hereunder without, to his
knowledge, violating the legal or equitable rights of any person, firm or entity and that TDA shall not be under any
obligation for the payment of any commissions or fees to any person, firm or entity on account of this Agreement,
other than advances, compensation, royalties and expenses expressly payable to Rice by TDA under this
Agreement;

(ii) Rice will perform the Services in a professional and workmanlike manner, to the extent of Rice's professional
abilities.

(b) TDA represents and warrants that:

(i) TDA has full right to enter into this Agreement and to perform all of its obligations hereunder without, to its
knowledge, violating the legal or equitable rights of any person, firm or entity and that Rice shall not be under any
obligation for the payment of any commissions or fees to any person, firm or entity related to or connected with
TDA on account of this Agreement.

(c) Notwithstanding anything herein to the contrary, TDA agrees that nothing contained herein shall be construed
to convey to TDA any rights to use the trademarks, logos or uniform of the Indy Racing Type and NASCAR
Type, (IRL and NASCAR) any other professional or amateur Indy Racing Type and NASCAR Type
association (including any member players of such association) in conjunction with the rights granted hereunder.
All rights to the use of such trademarks, logos or team identification must be acquired from the IRL and/or
NASCAR or any other appropriate rights holder.

7.2 Further Assurances and Execution of Documents. Rice will, if requested and reasonable, furnish affidavits and
other appropriate documentation that may be required, in TDA's reasonable judgment and at TDA's expense, to
comply with any applicable governmental or other regulations, broadcast clearance procedures, or
sports/entertainment industry guidelines relating to product endorsement. Furthermore, Rice hereby agrees to
execute any and all documents which are required by any guild or union having jurisdiction over any of the
services to be provided by Rice under this Agreement.
7.3 Confidential Information and Non-Disparagement. Neither party will disclose or use any confidential or
proprietary information that such party obtains from or about the other or its products. Both parties agree that the
existence and results of any arbitration held pursuant to this Agreement will be treated confidentially. Rice will not
authorize or release advertising matter or publicity nor give interviews which make reference to the details of the
material terms of this Agreement, without TDA's prior written approval, although Rice may, during interviews,
respond, discuss and comment in a non-disparaging manner that Rice is associated with TDA and its Indy Racing
Type and NASCAR Type Products.

8. OWNERSHIP OF PROPRIETARY RIGHTS

8.1 All right, title and interest in and to TDA's Indy Racing Type and NASCAR Type Products shall be and
remain the absolute property of TDA forever (it being understood that after the Term TDA may continue to
manufacture, promote, sell and/or distribute its other Indy Racing Type and NASCAR Type interactive
entertainment sports products which are separate and distinct from the Indy Racing Type and NASCAR Type
Products incorporating Rice's Likeness on the packaging without being subject to any of the limitations or
restrictions herein, provided that the Rights are not (directly or indirectly) utilized by or incorporated in such other
Indy Racing Type and NASCAR Type interactive sports products. All right, title and interest in and to the
Results and Proceeds and to the Advertising Materials (as defined below) shall be and remain the absolute
property of TDA forever (but which may only be used during the Term and, subject to the limitations and
conditions set forth in this Agreement, thereafter). Without limiting the foregoing, TDA shall, during the Term
(and, subject to the limitations and conditions on the Rights as set forth in this Agreement, thereafter) have the full
and complete right to revise, telecast, broadcast, use, distribute, reproduce, record, publish, print, license,
copyright and exhibit the contents of any Results and Proceeds, the Indy Racing Type and NASCAR Type
Products and any Advertising Materials and any versions or revisions thereof and, in TDA's sole discretion, the
Results and Proceeds, the Indy Racing Type and NASCAR Type Products and Advertising Materials may be
made by any process, instrumentation or device now known or hereafter developed and may be made or
adapted for use in any and all media now known or hereafter developed (although it is acknowledged and agreed
by TDA that multi-media usage (except, of course, as

                                                           4


incorporated into TDA's Indy Racing Type and NASCAR Type Products) shall be strictly limited to advertising)
provided that any and all such uses are directly related to the marketing, development and sale of TDA's Indy
Racing Type and NASCAR Type Products. Rice further acknowledges that TDA may adapt and use, and
protect by any means including registration with the appropriate authorities, a trademark or trade name
incorporating Rice's Likeness, and that Rice shall, until after the Term, have no right, title or interest in or to any
such trademark, trade name or related goodwill. As used in this Agreement, "Advertising Material" means any
commercials, print materials, copy, advertising, promotional and publicity materials published under this
Agreement which include or make reference to Rice's Likeness and all elements thereof.

8.2 Notwithstanding anything herein to the contrary and only with Rice's approval, TDA agrees not to use the
trademarks and logos of Rice's equipment manufacturer from the packaging of TDA's Indy Racing Type and
NASCAR Type Products and/or the Advertising Materials.

9. INDEMNITY

9.1 By TDA. TDA shall indemnify and hold harmless Rice, Rice's agent, and Rice's heirs, executors and legal
representatives from and against any and all damages, costs, judgments, penalties and expenses of any kind
(including reasonable legal fees and disbursements) which may be obtained against, imposed upon or suffered by
any of them as a result of (a) any claims or representations made by Rice in any Advertising Materials produced
or used by TDA hereunder, (b) TDA's default, breach, negligence, errors and/or misconduct hereunder, and/or
(c) any claim arising from any third party's use or association with TDA's products.

9.2 Insurance. TDA shall arrange for Rice to be named as an insured on the Company's $1,000,000 product
liability insurance policy before the product is released.

10. GENERAL
10.1 Taxes. Rice represents and warrants that, in performing its obligations under this Agreement, Rice does so
as an independent contractor and, without limiting the foregoing, Rice assumes exclusive responsibility for the
collection and payments of all employer and employee contributions and taxes under all applicable laws now in
effect or hereafter enacted and Rice further agrees to file any returns or reports necessary in connection
therewith. TDA shall have the right to deduct from any amounts payable hereunder such portion thereof as are
required to be deducted under applicable statute, regulation, treaty or other law, and Rice shall promptly execute
and deliver to TDA such forms and other documents as may be required in connection therewith.

10.2 Notices. All notices and statements hereunder required to be given to TDA shall be sent to TIDA at its
address stated at the beginning of this Agreement, to the attention of the General Counsel, and all notices to Rice
shall be sent to Rice at the address stated at the beginning of this Agreement, unless either party notifies the other
party in writing if a change of address in accordance with the provisions of this Section. Notices are deemed to
be received by the addressee of the notice on the earlier or the date the notice is actually delivered to the
addressee and: (i) three (3) days after the notice is sent by certified mail, postage prepaid, return receipt
requested; (ii) the next business day after the notice is sent by confirmed fax transmission; or (iii) on the date of
guaranteed delivery if the notice is sent by recognized national or international express courier.

10.3 Right of Offset. Notwithstanding any provision contained in this Agreement, neither party will be prohibited
from exercising any right of offset that may be available at law.

10.4 Governing Law. This Agreement will be deemed entered into in Arizona and will be governed by and
interpreted in accordance with the internal substantive laws of the State of Arizona without reference to conflicts
of law provisions.

10.5 Entire Agreement. This Agreement constitutes the entire understanding between the parties hereto with
respect to the subject matter hereof, and all prior agreements and understandings, whether oral or written, are
hereby superseded in their entirety. No waiver, modification or addition to this Agreement shall be valid unless in
writing and signed by the party sought to be charged therewith.

10.6 Assignment. This Agreement may be assigned by Rice and TDA with the other party's prior written
approval. Except with Rice's prior written approval, this Agreement may not be assigned by TDA: (i) in
connection with a merger, a sale of all or substantially all of the assets of TDA or other similar corporate

                                                          5


reorganization, or the sale of substantially all of TDA's rights to all of its Indy Racing Type and NASCAR Type
Products; or (ii) to an affiliated, parent, subsidiary, related company (or in the case of the production of
Advertising Materials to an advertising agency representing TDA) so as to effectuate the intent of this Agreement
and the subject matter hereof, although TDA will continue to be liable for all financial obligations hereunder.

10.7 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, such
provision will be enforced to the extent permissible and the remaining provisions of this Agreement will not be
affected.

10.8 Attorney's Fees. In any suit, arbitration or other proceeding under this Agreement, the prevailing party will
be entitled to recover its reasonable fees and expenses of attorneys and other professionals, including all fees and
expenses of appeal and enforcement.

10.9 Liability. In no event (including, but not limited to, Rice's default hereunder) shall Rice be liable to TDA (or
any entity claiming through TDA) for any amount in excess of the amounts actually received by Rice hereunder,
excluding the reimbursement of expenses. Under no circumstances will Rice be liable to TDA or any other entity
for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business
profits.

10.10 Applicable Law and Disputes. This Agreement shall be governed by the laws of the State of Arizona
applicable to agreements fully executed and performed therein. Any claims arising hereunder or relating hereto
shall be prosecuted only in the appropriate court of the State of Arizona or in the applicable United States District
Court and neither party shall make any claim or demand in any other jurisdiction forum. Each party waives its
right to a trial by jury and agrees to the jurisdiction of the judge in the appropriate court as governed by the State
of Arizona. The parties consent to the personal jurisdiction of such courts and to the service of process by mail.

10.11 Force Majeure. If at any time during this Agreement, Rice or TDA is prevented from or hampered or
interrupted or interfered with in any manner whatever in fully performing their respective duties hereunder by
reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative,
executive or judicial (whether or not valid), act of God, earthquake, flood, fire, epidemic, accident, explosion,
casualty, lockout, boycott, strike, labor controversy (including, but not limited to threat of lockout, boycott or
strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war
or official statement as to the existence of a state of war), invasion, occupation, intervention or military forces, act
of public enemy, embargo, delay of a common carrier, inability without fault of such party to obtain sufficient
material, labor, transportation, power or other essential commodity required in the conduct of business; or by
reason of any event beyond any of the foregoing parties' reasonable control (e.g., illness, family emergency, etc.);
or by reason of any other cause or causes of any similar nature (all of the foregoing being herein referred to as an
"event of force majeure"), then the applicable party's obligations hereunder hereunder shall be suspended as often
as any such event of force majeure occurs and during such periods of time as such events of force majeure exist
and such non-performance shall not be deemed to be a breach of this Agreement.

10.12 Reservation of Rights. All rights not herein specifically granted to TDA shall remain the property of Rice to
be used in any manner Rice deems appropriate. TDA understands that Rice has reserved the right to authorize
others to use Rice's Likeness within the Contract Territory and during the Term in connection with all tangible and
intangible items and services other than TDA's Indy Racing Type and NASCAR Type Products as specifically
set forth herein.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date by signing below:

          TEKNIK DIGITAL ARTS INC.                               BUDDY RICE RACING, INC.

          By: /s/ John Ward                                      By: /s/ Buddy Rice
              ------------------------------                         -------------------------------
              Name: John Ward                                        Name: Buddy Rice
              Title: Chairman                                        Title:
              Date: November 17, 2004                                Date: November 17, 2004




                                                           6


                                                  EXHIBIT 10.20

                                    REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (this "Agreement") made as of February 23, 2005, by and
among TEKNIK DIGITAL ARTS INC., a Nevada corporation ("Borrower") and CODEFIRE
ACQUISITION CORP., a California corporation ("Lender").

Borrower and Lender agree as follows:

1. The Revolving Credit. Lender agrees, subject to the terms and conditions hereof, to lend to Borrower from
time to time from the date hereof until February 23, 2006 (unless the Note is accelerated or terminated earlier
than such date) (the "Commitment Period"), such sums (the "Advances") not to exceed $1,000,000 in the
aggregate at any one time outstanding (the "Credit") as Borrower may request from time to time. The Credit is
subject to the terms and conditions of this Agreement and the Revolving Credit Note (the "Note"), which,
together with this Agreement, evidences the Credit. The Note shall be in the form attached hereto as Exhibit A.

2. Proceeds of the Credit are to be used for the general corporate purposes of Borrower. Reduction of Credit.
Borrower shall have the right, upon at least thirty (30) business days notice to Lender, to terminate in whole or
reduce in part the unused portion of the Credit; provided that no reduction shall be permitted if, after giving effect
thereto, and to any prepayment made therewith, the outstanding and unpaid principal amount of the Advances
shall exceed the Credit. The Credit once reduced or terminated may not be reinstated.
3. Conditions to all Loans. The obligation of Lender to make any Advance is subject to its satisfaction of the
following conditions precedent:

(a) Delivery of Note. Borrower shall have delivered the Note to Lender, properly executed by Borrower.

(b) No Event of Default. No event of default caused by Borrower under this Agreement or the Note shall have
occurred and be continuing on the date the Advance is to be made or after giving effect to the Advance to be
made.

(c) Borrowing Certificate. Lender shall have received a signed, completed borrowing request from Borrower in
the form of Exhibit B hereto as provided in the Note. Such borrowing certificate signed by Borrower shall
constitute a request for an Advance by Borrower and shall be binding on Borrower. Borrower shall give Lender
at least [five (5)] business days notice of any Advance under this Agreement.

(d) Representations and Warranties. The representations and warranties of Borrower contained in this
Agreement shall be true and correct in all material respects as of the date of each Advance.

4. Repayment of Advances. All Advances, if not earlier repaid, shall be repaid to Lender by the last business day
in the relevant Commitment Period.

5. Interest. Borrower agrees to pay Lender interest on the unpaid principal amount from time to time outstanding
under this Agreement, in arrears, at a rate equal the lesser of (i) seven percent (7%) per annum or (ii) the highest
lawful rate permissible under any applicable law. Interest shall be computed as simple interest. Interest shall be
paid in immediately available funds on the [first (1st)] business day of each [month] and at maturity of the relevant
Advances.

6. Prepayments. Borrower may upon at least thirty (30) days notice to Lender, prepay the Note in whole or in
part with accrued interest to the date of such prepayment on the amount prepaid.



7. Method of Payment. Borrower shall make each payment under this Agreement and under the Note not later
than 5:00 p.m. Arizona time on the date when due in lawful money of the United States to the bank account
specified in writing to Borrower by Lender in immediately available funds.

8. Extension of Commitment Period. Borrower may, at least thirty (30) days before the end of the Commitment
Period then in effect, request in writing to Lender that the Commitment period be extended one (1) year to the
anniversary date next following the last day of the Commitment Period then in effect. Lender shall not be
obligated to grant Borrower any such extension. If any such extension is granted by Lender, Borrower shall
execute and deliver an amended and restated Note reflecting such extension.

9. Representations and Warranties. Borrower makes the following representations and warranties, all of which
shall be deemed to be continuing representations and warranties so long as any part of the Credit is unpaid or any
commitment of Lender to make Advances exists hereunder.

(a) Good Standing and Authority of Borrower. Borrower is duly organized, validly existing and in good standing
under the laws of the state of its incorporation. Borrower has corporate power and authority to transact the
business in which it is engaged; is duly licensed or qualified and in good standing in each jurisdiction in which the
conduct of business or ownership of property requires such licensing or such qualification, except where the
failure to be so licensed or qualified could not reasonably be expected to have a material adverse effect on the
business or financial condition of Borrower; and has all necessary corporate power and authority to enter into this
Agreement and to execute, deliver and perform this Agreement, the Note and any other document executed in
connection with this Agreement to which it is a party, all of which have been duly authorized by all proper and
necessary corporate and shareholder action, as appropriate. This Agreement and the Note constitute the legal,
valid and binding obligations of Borrower, enforceable in accordance with their respective terms. To the
knowledge of Borrower, after reasonable review and consideration, the execution and delivery of this Agreement
and the Note is not and will not be in violation of any agreement to which Borrower is a party (except for any
violation which would not have a material adverse effect on Borrower), and no consent of any kind is required for
Borrower to enter into or perform this Agreement or to execute and deliver the Note.
(b) Financial Condition. Borrower has the financial resources or can obtain the necessary financing to meet its
debt obligations under this Agreement and the Note.

(c) Litigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of
Borrower, threatened against Borrower, which could reasonably be expected to, in any case or in the aggregate,
materially adversely affect the property, assets, financial condition or business of Borrower taken as a whole.

10. Covenants. So long as any part of the Credit is unpaid, or there exists any commitment of Lender to make
Advances:

(a) Future Financial Statements. Borrower will furnish or cause to be furnished to Lender: (i) within 45 days after
the end of each quarter, including the last quarter of any fiscal year, an unaudited financial statement, in
consolidated form under GAAP, of Borrower as of the end of such and as of the end of each month in such
quarter, which statement shall consist of a balance sheet, and related statements of income and retained earnings,
covering the period from the end of Borrower's immediately preceding fiscal year to the end of such quarter,
certified to be correct in all material respects by the President or Chief Financial Officer of Borrower, subject to
such year-end accounting adjustments as are normal and customary; and (ii) within 120 days after the end of
each of its fiscal years, a financial statement of Borrower, which shall consist of a balance sheet, and related
statements of income and retained earnings, covering the period of Borrower's immediately preceding fiscal year,
and which shall be audited by independent certified public accountants reasonably satisfactory to Lender, and in
consolidated form under GAAP.

(b) Taxes. Borrower will promptly pay and discharge all of its taxes, assessments and other governmental
charges (including any charged or assessed on the issuance of the Note) prior to the date on which material
penalties are attached thereto, establish adequate reserves for the payment of taxes and assessments and make all
required withholding and other tax deposits; provided, however, that nothing contained herein shall require

                                                           2


the payment of any tax assessment or charge so long as its validity is being contested in good faith and by
appropriate proceedings diligently conducted.

(c) Litigation. Borrower will promptly notify Lender in writing as soon as Borrower has knowledge of the
institution or filing of any material litigation, or governmental or regulatory proceeding against, or investigation of,
Borrower: (i) the outcome of which may reasonably be expected to materially and adversely affect the finances or
operations of Borrower or Borrower's ability to fulfill its obligations hereunder; or (ii) which questions the validity
of this Agreement, the Note or any action taken or to be taken pursuant thereto; and furnish or cause to be
furnished to Lender such information regarding any such matter as Lender may request.

(d) Corporate Standing; Business. Borrower will maintain its corporate existence in good standing and remain or
become duly licensed or qualified and in good standing in each jurisdiction in which the conduct of its business or
ownership of its property requires such qualification or licensing.

(e) Other Acts. Borrower will execute and deliver, or cause to be executed and delivered, to Lender all further
documents and perform all other acts which Lender reasonably deems necessary or appropriate to protect the
Credit.

11. Events of Default. The occurrence of any one or more of the following events shall constitute an event of
default ("Event of Default"):

(a) Nonpayment. Nonpayment within five business days of when due, whether by acceleration or otherwise, of
principal of or interest on the Note or of any cost or expense provided for in this Agreement.

(b) Covenants. Default in the observance of covenants or agreements contained in this Agreement, which is not
remedied within thirty (30) days after written notice thereof by Lender to Borrower.

(c) Financial Condition. The filing by or against Borrower of a request or petition for liquidation, reorganization,
arrangement adjustment of debts, adjudication as a bankrupt, relief as a debtor or other relief under the
bankruptcy, insolvency or similar laws of the United States or any state or territory thereof or any foreign
jurisdiction, now or hereafter in effect (but in the case of a filing against Borrower, only if such filing is not vacated
or bonded within sixty (60) days of filing); the making of any general assignment by Borrower for the benefit of
creditors; the appointment of a receiver or trustee for Borrower or for any assets of any of them, including,
without limitation, the appointment of or taking possession by a "custodian," as defined in the Federal Bankruptcy
Code; or the institution by or against Borrower of any other type of insolvency proceeding (under the Federal
Bankruptcy Code or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of,
settlement of claims against or winding up of affairs of Borrower (but in the case of a proceeding instituted against
Borrower, only if such proceeding is not vacated or bonded within sixty (60) days of such institution).

(d) Business; Judgments. The cessation of Borrower as a going business concern; the entry judgment against
Borrower in an amount in excess of $5,000,000.00, other than a judgment for which Borrower is fully insured, if
thirty (30) days after entry of judgment, such judgment is not satisfied, vacated, bonded or stayed pending
appeal; or if Borrower is generally not paying its debts as such debts become due.

(e) Representations. If any certificate, statement, representation, warranty or audit heretofore or hereafter
furnished by or on behalf of Borrower pursuant to or in connection with this Agreement, or as an inducement to
Lender to extend the Credit to, or to enter into this or any other agreement with Borrower proves to have been
false in any material respect at the time as of which the facts therein set forth were stated or certified, or to have
omitted any substantial and material contingent or unliquidated liability or claim against Borrower.

(f) Other Indebtedness. Nonpayment by Borrower when due of any indebtedness for borrowed money owing to
any party other than Lender and such failure continues after any applicable grace or notice period, or the
occurrence of any event which permits the acceleration of payment of any such indebtedness except where such
nonpayment would not have a material adverse effect on the Borrower.

12. Acceleration. Upon the happening of an Event of Default specified in subsection (f), above, any obligation of
Lender to make Advances shall cease immediately, and the Note shall become immediately due and payable,
without presentation, demand or notice of any kind to Borrower. Upon the happening of any other Event of
Default, Lender may, upon notice to Borrower, terminate any obligation of Lender to make Advances and
declare

                                                            3


the Note immediately due and payable, without presentation, demand or further notice of any kind to Borrower.
Notwithstanding the foregoing, any acceleration herein shall be subject to any applicable grace periods provided
for in this Agreement.

13. Expenses. Borrower shall reimburse Lender promptly for all of its reasonable and documented out-of-pocket
costs and expenses incurred in connection with the Credit including, without limitation, filing fees, recording fees,
any taxes which Lender may be required to pay in connection with the execution and delivery of this Agreement
and the Note, and any costs and expenses incident to the enforcement of any provision of this Agreement or the
Note. "Costs and expenses" as used in the preceding sentence shall also include, without limitation, the
reasonable outside attorneys' fees incurred by Lender in retaining counsel in connection with the preparation or
execution of this Agreement; for advice, suit, appeal, any insolvency or other proceedings under the Federal
Bankruptcy Code or otherwise; or for any other purpose related to the Credit.

14. Miscellaneous.

(a) Amendments and Waivers. No modification, rescission, waiver, release, or amendment of any provision of
this Agreement shall be made except by a written agreement signed by a duly authorized officer of Borrower and
a duly authorized officer of Lender.

(b) Delays and Omissions. No delay or omission by Lender in exercising any right or remedy hereunder or with
respect to the Credit shall operate as a waiver thereof or of any other right or remedy, and no single or partial
exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
Lender may remedy any default by Borrower hereunder or with respect to the Credit in any reasonable manner
without waiving the default remedied and without waiving any other prior or subsequent default by Borrower, and
shall be reimbursed for its expenses in so remedying such default. All rights and remedies of Lender hereunder,
under any other agreement and otherwise are cumulative; if any provision of this Agreement is inconsistent with
any provision of any other agreement between Lender and Borrower, the provisions of this Agreement shall
control.

(c) Successors and Assigns. Borrower and Lender as used herein shall include the legal representatives,
successors, and assigns of those parties. Notwithstanding the foregoing, Borrower may not assign or transfer this
Agreement, the Note, or any rights under the Note or this Agreement without the prior written consent of Lender.

(d) Notices. All notices, requests, demands and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given when received if personally
delivered; when transmitted if transmitted by telecopy, electronic or digital transmission method; the day after it is
sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal
Express); and upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice
shall be sent to:

If to Lender, addressed to:

CodeFire Acquisition Corp.

                                         3104 East Camelback Road #509
                                             Phoenix, Arizona 85016

Attention: Kristine Ward
Fax: (602) 485-8782

If to Borrower, addressed to:

Teknik Digital Arts Inc.
c/o Corporation Trust Company of Nevada 6100 Neil Road, Suite 500
Reno, Nevada 89511
Attn: John Ward
Fax: (480) 443-3879

with a copy to:

                                                           4


Squire, Sanders & Dempsey L.L.P. Two Renaissance Square
40 North Central Avenue, Suite 2700 Phoenix, Arizona 85004
Attention: Gregory R. Hall, Esquire Fax: (602) 253-8129

or to such other place and with such other copies as either party may designate as to itself by written notice to the
others.

(e) Generally Accepted Accounting Principles. Any financial calculation to be made, and books and records to
be kept, in connection with the provisions of this Agreement shall be in accordance with generally accepted
accounting principles consistently applied each year and from year to year.

(f) Severability. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or
impair the validity, legality or enforceability of the remainder of this Agreement, and to this end, the provisions of
this Agreement are declared to be severable.

(g) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the
substantive laws (other than conflict laws) of the State of Arizona.

(h) Arbitration. Any controversy arising out of or relating to this Agreement shall be settled by arbitration
conducted in Phoenix, Arizona in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. The award rendered by the arbitrator(s) shall be final and judgment upon the award
rendered by the arbitrator(s) may be entered upon it in any court having jurisdiction thereof. The arbitrator(s)
shall possess the powers to issue mandatory orders and restraining orders in connection with such arbitration.
The expenses of the arbitration shall be borne by the losing party unless otherwise allocated by the arbitrator(s).
The agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. During the
continuance of any arbitration proceedings, the parties shall continue to perform their respective obligations under
this Agreement.

THE PARTIES HERETO have signed this Agreement on the date written above.

                                                    LENDER

                                           CodeFire Acquisition Corp.

                                    By: /s/ Kristine Ward
                                        ---------------------------------
                                        Name: Kristine Ward
                                        Its: Secretary




                                                  BORROWER

                                            Teknik Digital Arts Inc.

                                    By: /s/ John Ward
                                        ---------------------------------
                                        Name: John Ward
                                        Its: hief Executive Officer




                                                         5


                      EXHIBIT A TO THE REVOLVING CREDIT AGREEMENT

                                 FORM OF REVOLVING CREDIT NOTE

                                                February 23, 2005

                                                  $1,000,000
                                               Due: March 1, 2006

1. Promise to Pay. FOR VALUE RECEIVED, TEKNIK DIGITAL ARTS INC., a Nevada corporation
("Borrower"), promises to pay to the order of CODEFIRE ACQUISITION CORP., a California corporation
("Lender"), the sum not to exceed of One Million Dollars ($1,000,000.00), or so much thereof as may be from
time to time outstanding, together with all other amounts added thereto pursuant to this Note or otherwise
payable to Lender (together, the "Loan"), together with default interest thereon (if any) as hereinafter set forth,
payable in lawful money of the United States of America. Payments shall be made to Lender at such address or
account as Lender may hereafter designate in writing to Borrower.

2. Revolving Loan. This Note evidences a revolving credit, all or any part of which may be advanced to
Borrower, repaid by Borrower, and readvanced to Borrower from time to time, subject to the other provisions
hereof and the provisions of the Revolving Credit Agreement (the "Credit Agreement"), dated as of February 23,
2005, by and between Borrower and Lender provided that the principal balance outstanding hereunder at any
one time shall not exceed $1,000,000.00.

3. Interest. Borrower promises to pay interest on the unpaid principal amount of each Advance (as defined in the
Credit Agreement) evidenced hereby from the date of such Advance until the principal amount is paid in full, at
such interest rates, and payable at such times, as are specified in the Credit Agreement.
4. Repayment of Advances. Borrower promises to pay the principal of any Advance at such times and on such
dates as specified in the Credit Agreement.

5. Governing Law; Severability. This Note shall be governed by and construed in accordance with the internal
laws of the State of Arizona, without regard to conflicts of laws principles. The invalidity, illegality or
unenforceability of any provision of this Note shall not affect or impair the validity, legality or enforceability of the
remainder of this Note, and to this end, the provisions of this Note are declared to be severable.

6. Miscellaneous.

6.1 Amendments. This Note may not be terminated or amended orally, but only by a termination or amendment
in writing signed by Lender.

6.2 Lawful Rate of Interest. In no event whatsoever shall the amount of interest paid or agreed to be paid to
Lender pursuant to this Note exceed the highest lawful rate of interest permissible under applicable law.

6.3 Waivers. Borrower hereby waives grace, diligence, presentment, demand, notice of demand, dishonor,
notice of dishonor, protest, notice of protest, any and all exemption rights against the indebtedness evidenced by
this Note and the right to plead any statute of limitations as a defense to the repayment of all or any portion of this
Note, and interest thereon, to the fullest extent allowed by law. No delay, omission and/or failure on the part of
the Lender in exercising any right and/or remedy hereunder shall operate as a waiver of such right and/or remedy
or of any other right and/or remedy of Lender.



6.4 Captions. The captions of the Sections of this Note are for convenience of reference only and shall not be
deemed to modify, explain, enlarge or restrict any of the provisions hereof.

6.5 Notices. Notices shall be given under this Note in conformity with the terms and conditions of the Credit
Agreement.

6.6 Time of Essence. Time is of the essence of this Note and the performance of each of the covenants and
agreements contained herein.

6.7 Arbitration. Any controversy arising out of or relating to this Note shall be settled by arbitration conducted in
Phoenix, Arizona in accordance with the Commercial Arbitration Rules of the American Arbitration Association
then in effect. The award rendered by the arbitrator(s) shall be final and judgment upon the award rendered by
the arbitrator(s) may be entered upon it in any court having jurisdiction thereof. The arbitrator(s) shall possess the
powers to issue mandatory orders and restraining orders in connection with such arbitration. The expenses of the
arbitration shall be borne by the losing party unless otherwise allocated by the arbitrator(s). The agreement to
arbitrate shall be specifically enforceable under the prevailing arbitration law. During the continuance of any
arbitration proceedings, the parties shall continue to perform their respective obligations under this Note.

IN WITNESS WHEREOF, Borrower has executed this Note or has caused the same to be executed by its duly
authorized representatives as of the date set first forth above.

                                                    BORROWER:

                                         TEKNIK DIGITAL ARTS INC.

                                                           By:

Name:


                                                           Its:
                      EXHIBIT B TO THE REVOLVING CREDIT AGREEMENT

                                     FORM OF ADVANCE REQUEST

                                             Date: ____________
                                             Time: ____________

CodeFire Acquisition Corp.
3104 East Camelback Road #509
Phoenix, Arizona 85016

Dear Ladies and Gentlemen:

The undersigned, Teknik Digital Arts Inc. ("Borrower") refers to the Revolving Credit Agreement dated as of
February 23, 2005 (as it may hereafter be amended, modified, extended or restated from time to time, the
"Credit Agreement") by and between Borrower and CodeFire Acquisition Corp., a California corporation.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement.

Borrower hereby gives notice that it requests an Advance pursuant to the Credit Agreement and sets forth below
the terms of such requested Advance:

A. Date of Advance _______________

B. Principal Amount of Advance _______________

Sincerely,

                                      TEKNIK DIGITAL ARTS INC.

                                     By: __________________________

                                      Its: _________________________
  

                                                                                                EXHIBIT 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Teknik Digital Arts Inc. Amendment No. 3 to the registration statement, on 
Form SB-2, of our report dated December 30, 2004, accompanying the consolidated financial statements of 
Teknik Digital Arts Inc. for the fiscal year ended September 30, 2004 and for the period from the date of 
inception, January 29, 2003 through September 30, 2003, which is part of the registration statement, and to the 
reference to us under the heading “Experts” in such registration statement.

/s/ Semple & Cooper, LLP
Certified Public Accountants
March 1, 2005