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Consulting Agreement - EXECUTE SPORTS INC - 8-30-2005

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					Exhibit 10.4

                                        CONSULTING AGREEMENT

Consulting Agreement dated as of May 30th 2005, by and between Execute Sports, Inc., a corporation with
offices at 1284 Puerta Del Sol Suite 150, San Clemente, CA 93673, (the "Company") and Valley Financial
Holding Corp, a corporation organized and existing under the laws of the BVI (the "Consultant").

                                              W I T N E S S E T H:

The Company desires to engage the services of the Consultant for purposes of general corporate counseling and
advice and more specifically for those services set forth on Schedule A (collectively, the "Counseling Services").

Consultant desires to perform Consulting Services on behalf of the Company and desires to be engaged and
retained by the Company for such purposes.

ACCORDINGLY, in consideration of the recitals, promises and conditions in this Agreement, the Consultant
and the Company agree as follows:

1. CONSULTING SERVICES. The Company hereby retains the Consultant, and the Consultant accepts such
retention all on the terms and conditions herein contained.

2. TERM.

(a) The initial term (the "Initial Term") of this Consulting Agreement shall be for a twelve-month period
commencing on the date hereof.

(b) Notwithstanding paragraph 2(a), this Agreement may be terminated by either party prior to the expiration of
the Initial Term as follows:

(i) Upon failure of the other party to cure a material default under or a breach of, this Agreement (including, but
not limited to, the Company's obligations under Section 5 hereof) within 5 days after written notice is given as to
such breach by the terminating party;

(ii) Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary;

(iii) Upon the other party taking the benefit of any insolvency law and/or
(iv) Upon the other party having or applying for a receiver appointed for all or a substantial part of such party's
assets or business.

(c) Subject to compliance with Section 5(e) hereof, following the expiration of the Initial Term, the Agreement
will continue in full force and effect until terminated by either party, for any reason whatsoever, upon thirty
(30) days prior written notice.

(d) Termination will not affect the right (i) of the Consultant to be paid any fees which are payable as of the
effective date of such termination or to be reimbursed for any reimbursable expenses incurred in connection with
the Consulting Services, or (ii) of any Indemnified Person to receive indemnification pursuant to the provision set
forth in Section of the Agreement.

3. FEES. In addition to and not in mitigation of, or substitution for, the additional fees enumerated in any of the
Schedules hereto, the Company shall pay and deliver to the Consultant, simultaneously with the execution and
delivery of this Agreement, an initial engagement fee consisting of a cash payment in the amount of $187,500 to
be paid in cash or the Company's common stock with piggy back registration rights in lieu of cash.

4. EXPENSES. The Company will reimburse the Consultant for its expenses, reasonably incurred by the
Consultants, only upon prior written authorization.

5. DUTIES OF THE COMPANY.

(a) The Company shall supply the Consultant, on a regular and timely basis, with all approved data and
information about the Company, its management, its products and its operations, and the Company shall be
responsible for advising the Consultant of any facts which would affect the accuracy of any prior data and
information previously supplied to the Consultant so that the Consultant may take corrective action.

(b) The Company shall promptly supply the Consultant with: full and complete copies of all filings with all federal
and state securities agencies; full and complete copies of all stockholder reports and communications, whether or
not prepared with the Consultants' assistance; all data and information supplied to any analyst, broker-dealer,
market maker or other member of the financial community; and all product/services brochures, sales materials,
etc.

(c) The Company shall contemporaneously notify the Consultant if any information or data being supplied to the
Consultant has not been generally released or promulgated.
6. REPRESENTATION AND INDEMNIFICATION BY COMPANY.

(a) The Company shall be deemed to make a continuing representation of the accuracy of any and all material
facts, material, information, and data that it supplies to the Consultant and the Company acknowledges its
awareness that the Consultant will rely on such continuing representation in disseminating such information and
otherwise performing its public relations functions.

(b) The Consultant, in the absence of notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company.

(c) The Company hereby agrees to indemnify the Consultants against, and to hold the Consultant harmless from,
any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance upon the accuracy and
continuing accuracy of such facts, material, information and data, unless the Consultant has been negligent in
fulfilling his duties and obligations hereunder.

(d) The Company hereby agrees to indemnify the Consultant against, and to hold the Consultant harmless form,
any claims, demands, suits, loss, damages, etc. arising out of the Consultant's reliance on the general availability of
information supplied to the Consultant and the Consultant's ability to promulgate such information, unless the
Consultant has been negligent in fulfilling his duties and obligations hereunder.

7. REPRESENTATION AND INDEMNIFICATION BY CONSULTANT.

(a) The Consultant agrees to provide the Consulting Services hereunder in a good and workmanlike manner
consistent with the performance standards observed by other professionals undertaking such functions.

(b) The Consultant agrees that it will not release or disseminate any information pertaining to the Company
without providing the Company with an advance copy thereof and obtaining authorization for such release and
dissemination.

(c) The Consultant hereby agrees to indemnify the Company against, and to hold the Company harmless from,
any claims, demands, suits, loss, damages, etc. arising out of any inaccurate statement or misrepresentation
provided that such indemnification shall not pertain to any information provided by or attributable to the
Company.

8. RELATIONSHIP OF PARTIES. The Consultant is an independent contractor, responsible for compensation
of its agents, employees and representatives, as well as all applicable withholding therefrom and taxes thereon
(including unemployment compensation) and all workers' compensation insurance. This Agreement does not
establish any partnership, joint venture, or other business entity or association between the parties, and neither
party is intended to have any interest in the business or property of the other.
9. MISCELLANEOUS.

(A) ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with the Schedules and Exhibits
hereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings, oral or written, with respect to such matters.

(B) NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided
hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 4:30 p.m. (Eastern Standard time) on a Business Date, (ii) the Business Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified
in this Agreement later than 4:30 p.m. (Eastern Standard time) on any date and earlier than 11:59 p.m. (Eastern
Standard time) on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as follows:

If to the Company: 1284 Puerta Del Sol #150 San Clemente CA 93673.

                                               If to the Consultant:

or such other address as may be designated in writing hereafter, in the same manner, by such party.

(C) AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended except in a
written instrument signed, in the case of an amendment, by both the Company and the Consultant, or, in the case
of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in
the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.

(D) HEADINGS. The headings herein are for convenience only, do not constitute a part of this Agreement and
shall not be deemed to limit or affect any of the provisions hereof. All words used in this Agreement will be
construed to be of such number and gender as the circumstances require.

(E) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and insure to the benefit of the
parties and their successors and permitted assigns. This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assignees, and other than with respect to permitted assignees is not
for the benefit of, nor may any other person hereof enforce any provision. Anything in the foregoing to the
contrary notwithstanding, subject to compliance with applicable securities laws, the Consultant may assign and/or
transfer all or a portion of the consideration payable by the Company hereunder.
(F) GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with
the internal laws of the State of Florida without regard to the principles of conflicts of law thereof. Each party
hereby irrevocably submits to the non-exclusive jurisdiction of the United States Federal District Court for the
Middle District of Florida for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or
that such suit, action or proceeding is improper.

(G) SEVERABILITY. In case any one or more of the provisions of this Agreement shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this
Agreement shall not in any way be affecting or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall
incorporate such substitute provision in this Agreement.

(H) REMEDIES. In addition to being entitled to exercise all rights provided herein or granted by law, including
recovery of damages, the Subscriber will be entitled to specific performance or the obligations of the Company
hereunder. The Company and the Subscriber agree that monetary damages would not be adequate compensation
for any loss incurred by reason of any breach of its obligations described in the foregoing sentence and hereby
agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law
would be adequate.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above
written.

          Company                                             Consultant

          -------------------------------------               -------------------------------------
          Authorized Signature                                Authorized Signature


          -------------------------------------               -------------------------------------
          Name and Title                                      Name and Title
                                                  SCHEDULE A


To the Consulting Agreement dated as of May 30th 2005, Between Execute Sports, Inc. and Valley Financial
Corp.

1.1 STRATEGIC PLANNING SERVICES. The following strategic planning services shall be provided to the
company by the Consultant which will undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and structure, financial matters in connection with
the operation of the business of the Company, expansion of services, and shall review and advise the Company
regarding its overall progress, needs and condition. The Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services contemplated thereby:

(a) Advise the Company in the implementation of short and long term strategic planning to fully develop and
enhance the Company's assets, resources, products and services.

(b) Advise the Company relative to the recruitment and employment of key executives consistent with the
expansion of operations of the Company.

(c) Advise and recommend to the Company additional services relating to the present business and services
provided by the Company as well as new products and services that may be provided by the Company.

(d) Advise the officers and employees of the company concerning matters relating to the management and
organization of the company, their financial policies, the terms and conditions of employment, and generally any
matter arising out of the business affairs of the company.

1.2 DISCLAIMER BY CONSULTANT. The Consultant makes no representation that as a result of the
services to be provided by it (a) the price of the Company's publicly traded securities will increase (if applicable),
(b) any person will purchase securities in the Company as a result of the contract, or (c) any investor will lend
money to or invest in or with the Company. In addition, the Consultant makes no representation that he is a
securities attorney or equivalent and reliance should not be made on those statements. The Company should
consult legal counsel for such decisions as deemed appropriate by the Company.
Exhibit 10.5

                                           SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the "Agreement") is made and entered into this 10th day of June, 2005, by
and between EXECUTE SPORTS, INCORPORATED, a Nevada corporation ("EXSP"), and BLUE WATER
CAPITAL GROUP LTD, a corporation organized and existing under the laws of the BVI ("BWC"), collectively
referred to hereinafter as the "Parties" or individually as a "Party."

                                                  RECITALS



EXSP desires to engage BWC, and BWC desires to accept such engagement from EXSP, to perform various
business advisory and business development services including, but not limited to, the preparation of marketing
presentations, website optimization and conference webcasts on behalf of EXSP.

This Agreement contains the entire understandings between the Parties concerning the subject matter hereof, and
all other agreements, understandings and documents are hereby merged into this Agreement and made a part
hereof.

NOW THEREFORE, In consideration of the foregoing premises and the mutual covenants contained herein, the
Parties hereto agree as follows:

                                                AGREEMENT



1. TERM. This Agreement shall commence on the Effective Date and may be terminated by either Party at any
time with thirty (30) days' written notice to the other Party of the intent to terminate. Upon the termination of this
Agreement, all obligations of the Parties shall cease, except that the provisions of this Agreement contained in
Sections 8 and 9 shall continue in effect.

2. SERVICES.

2.1. During the term of this Agreement, BWC agrees to provide the Services as requested by EXSP on a
continuous basis. BWC also agrees to provide the Services pursuant to the guidelines and requirements
promulgated by EXSP from time to time and provided to BWC by EXSP.
2.2. During the term of this Agreement, EXSP understands, agrees and acknowledges that by performing the
Services for and on behalf of EXSP, BWC:

(a) is acting as an independent contractor to provide the Services, and that no employment, partnership, joint
venture, or fiduciary relationship has been created by this Agreement;

(b) will not incur any liability to EXSP in respect of any breach of applicable laws or regulations where BWC has
acted in good faith in the absence of or in accordance with such advice.

3. FEES AND EXPENSES.

3.1. FEES. In exchange for his Services under this Agreement, BWC shall receive from EXSP a non-refundable
fee in the amount of One Hundred and Eighty Seven Thousand, Five Hundred and No Cents ($187,500.00),
payable in the Company's Common Stock, or Seven Hundred and Fifty Thousand (750,000) Shares at the
Company's sole discretion in lieu of cash with piggy back registration rights as of the Effective Date of this
Agreement.

3.2. EXPENSES. Unless otherwise specified in writing, BWC shall be responsible for all expenses incurred while
performing services under this Agreement. This includes license fees, memberships and dues; general automobile
and other travel expenses; meals and entertainment; insurance premiums; and all salary expenses and other
compensation paid to employees or contract personnel BWC hires to complete the work under this Agreement,
unless approved by EXSP in advance. Notwithstanding the above, EXSP will reimburse BWC for documented,
out-of-pocket expenses incurred in connection with the Services performed by BWC under this Agreement.

4. OBLIGATIONS OF EXSP.

4.1. Information. EXSP will provide BWC with all material information relevant in his performance of the
Services under this Agreement. EXSP will ensure that information so supplied is true and accurate in all material
respects and is not misleading, whether by omission or otherwise.

4.2. Authorization. EXSP confirms and undertakes that it has all necessary powers and has obtained or will
obtain all necessary authorizations, consents and approvals, including from the board of directors of EXSP,
validly and lawfully required to enter into this Agreement. The entering into of this Agreement does not violate the
Bylaws of EXSP or any other agreement.
5. OBLIGATIONS OF BWC.

5.1. Licenses and Education. BWC shall be responsible for preparation and presentation of various collateral
materials, the maintenance and optimization of EXSP's website and electronic marketing strategies.

5.2. No Conflicts. BWC hereby represents that, to the best of his knowledge and belief, the performance by
BWC of all of the terms of this Agreement and work as an independent contractor for EXSP does not breach
any oral or written agreement which BWC has made prior to the Effective Date of this Agreement.

6. INDEPENDENT CONTRACTOR STATUS. BWC is an independent contractor, not an employee of
EXSP. Any employee or contract personnel employed or hired by BWC to complete the work under this
Agreement are not employees of EXSP. BWC and EXSP agree to the following terms and conditions consistent
with an independent contractor relationship:

6.1. This Agreement is non-exclusive, and BWC has the right to perform services for others during the term of
this Agreement, provided such services are not in conflict with the Services to be performed by BWC under this
Agreement;

6.2. BWC has the sole right to control and direct the means, manner and method by which the Services will be
performed;

6.3. BWC has the right to perform the Services at any place, location or time;

6.4. BWC will furnish all equipment and materials used to provide the Services;

6.5. BWC has the right to hire assistants as subcontractors, or to use employees to provide the Services, without
the approval of EXSP;

6.6. Neither BWC nor any employee or contract personnel employed or hired by BWC shall receive any training
from EXSP in the skills necessary to perform the Services; and

6.7. EXSP shall not require BWC or any employee or contract personnel employed or hired by BWC to devote
full time to performing the Services.

7. BENEFITS.

7.1. Fringe Benefits. BWC understands that neither BWC nor any employee or contract personnel employed or
hired by BWC are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe
benefit plan of CTI.

7.2. Workers' Compensation. EXSP shall not obtain workers' compensation insurance on behalf of BWC or any
employee or contracted personnel employed or hired by BWC.
7.3. Unemployment Compensation. EXSP shall make no state or federal unemployment compensation payments
on behalf of BWC any employee or contract personnel employed or hired by BWC. BWC will not be entitled to
these benefits in connection with the Services performed under this Agreement.

7.4. Insurance. EXSP shall not provide any insurance coverage of any kind for BWC or any employee or
contract personnel employed or hired by EXSP.

8. CONFIDENTIAL INFORMATION. BWC acknowledges that during the term of this Agreement, EXSP will
develop, discover, have access to, and become acquainted with technical, financial, marketing, personnel, and
other information relating to the present or contemplated products or the conduct of business of EXSP which is
of a confidential and proprietary nature (the "Confidential Information"). BWC agrees that all files, records,
documents, and the like relating to such Confidential Information, whether prepared by him or otherwise coming
into his possession, shall remain the exclusive property of EXSP, and BWC hereby agrees to promptly disclose
such Confidential Information to EXSP upon request and hereby assigns to EXSP any rights which BWC may
acquire in any Confidential Information. BWC further agrees not to disclose or use any Confidential Information
and to use his best efforts to prevent the disclosure or use of any Confidential Information either during the term
of this Agreement or at any time thereafter, except as may be necessary in the ordinary course of performing the
Services under this Agreement. Upon termination of this Agreement for any reason, BWC shall promptly deliver
to EXSP all materials, documents, data, equipment, and other physical property of any nature containing or
pertaining to any Confidential Information, and BWC shall not take from EXSP, without its prior written consent,
any such material or equipment or any reproduction thereof.

9. INDMENITY. EXSP hereby agrees to indemnify and hold harmless BWC, its agents, representatives,
employees, partners and independent contractors for any losses, damages or expenses that may be incurred by
BWC or such other parties as a result of any breach of any covenant, agreement, representation or warranty
made hereunder or any other loss, damage or expenses incurred by BWC or such other parties resulting from the
acts or actions of EXSP under this Agreement. BWC hereby agrees to indemnify and hold harmless EXSP, its
agents, representatives, employees and independent contractors for any losses, damages or expenses that may be
incurred by EXSP or such other parties as a result of any breach of any covenant, agreement, representation or
warranty made under this Agreement by BWC in connection herewith.

10. MISCELLANEOUS.

10.1. Waiver. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to
the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by
or on behalf of the Party waiving such term or condition. No waiver by any party of any term or condition of this
Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by
law or otherwise afforded, will be cumulative and not alternative.
10.2. Amendment. This Agreement shall not be amended or modified, nor rights hereunder waived, except by
writing, signed by both Parties.

10.3. No Third Party Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit
of each Party hereto and their respective successors or permitted assigns, and it is not the intention of the parties
hereto to confer third-party beneficiary rights upon any person.

10.4. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under
any present or future law, and if the rights or obligations of any Party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be full severable, (b) this Agreement will be
constituted and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof,
(c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal,
valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be
possible.

10.5. Counterparts. This Agreement nay be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. The Parties
acknowledge that the persons named below have the requisite authority to execute this Agreement and bind their
respective principals.

10.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California without regard to the conflict of laws. The Parties further agree that proper venue and
jurisdiction for any dispute under this agreement shall be the courts in the State of California.

10.7. Notices. All notices, demands to other communications to be given under or by reason of the Agreement
shall be in writing and shall be deemed to have been received when delivered personally, or when transmitted by
facsimile or by overnight delivery service, addressed as follows:

                                                    If to BWC:

                                                    If to EXSP:

Execute Sports, Inc.
Attention: Don Dallape
1284 Puerta Del Sol #150
San Clemente, CA 93673
Either Party hereto may change its address for notices, demands and other communications hereunder by giving
notices of such change to the other party in accordance with this Section 10.7.

10.8. Assignment; Binding Effect. This Agreement may not be assigned by either Party without the prior written
consent of the other. This Agreement shall bind the Parties hereto and their assigns and successors in interest.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date
set forth above.

Blue Water Capital Group, Ltd. ("BWC")


                                             Authorized Signature


                                             Print Name and Title

                                         Execute Sports, Inc. ("EXSP")



Don Dallape, President
Exhibit 10.6

CORPORATE CONSULTING AGREEMENT

This Agreement ("Agreement") dated March 1, 2005 is by and between Execute Sports, Inc., a Nevada
corporation located at 1284 Puerta Del Sol, Suite 150 (the "Company" ) and EGA LLC , a California Limited
Liability Company located at 4801 67th Street, San Diego, CA 92115 (the "Consultant").

WHEREAS, the Company manufactures and markets motocross graphics kits, wetsuits, and other power sports
related products and clothing.

WHEREAS, Consultant is engaged in providing business services, market research and financial analysis.

WHEREAS, the Company desires to obtain the benefits of Consultant's experience and know-how, and
accordingly, the Company has offered to engage Consultant to render consulting and advisory services to the
Company on the terms and conditions hereinafter set forth.

WHEREAS, Consultant desires to accept such engagement upon such terms and conditions hereinafter set forth.

NOWTHEREFORE in consideration of the foregoing, the parties agree as follows:

Section 1. SERVICES RENDERED

Consultant shall provide the following to the Company market research, benchmark analysis, M&A valuation
services, and financial modeling services for a period of two years.
Section 2. COMPENSATION

For services rendered under Section 1, Consultant shall be paid the following, by the Company:

(a) CONSULTING FEES. In consideration for the availability of Consultant during the term hereunder and the
services rendered pursuant to this Agreement, promptly upon execution of this Agreement, the Company shall;

(i) Pay to Consultant; two hundred and fifty thousand (250,000) shares of the Company's Common Stock
("Stock"), with piggy back registration rights.

(b) REIMBURSEMENT OF EXPENSES. The Company shall reimburse Consultant for those reasonable and
necessary out-of-pocket expenses (including but not limited to travel, transportation, lodging, meals etc.) which
have been approved by the President of the Company prior to their incurrence and which have been incurred by
Consultant in connection with the rendering of services hereunder. Any reimbursement to be made by the
Company pursuant to this Section shall be made following submission to the Company by Consultant of
reasonable documentation of the expenses incurred.

Section 3. RELATIONSHIP OF PARTIES

This Agreement shall not constitute an employer-employee relationship. It is the intention of each party that
Consultant shall be an independent contractor and not an employee of the Company. All compensation paid to
Consultant shall constitute earnings to Consultant and be classified as normal income. The Company shall not
withhold any amounts therefrom as U.S. federal or state income tax withholding, or as employee contribution to
Social Security or any other employer withholding applicable under state or federal law.

Section 4. TERM

The term of this Agreement shall be twenty four (24) months commencing on the date and year first above
written.

Section 5. TERMINATION

This Agreement may be terminated by either party with cause only, and only under the following circumstances;
when either party (i) knowing and willfully breaches any term(s) of this Agreement, or (ii) knowing and willfully
commits any act(s) related to the normal conduct of business which are unlawful, or any serious criminal action as
promulgated pursuant to local, state, or federal law.

Termination of the Agreement does not relieve the Company of its obligation to remunerate Consultant pursuant
to the terms of this Agreement. Upon termination, any outstanding remuneration due Consultant for services
rendered shall be paid within 3 (three) business days following termination.
Section 6. INDEMNIFICATION

(a) In consideration of Consultant' execution and delivery of the this Agreement in addition to all of The
Company's other obligations under this Agreement, The Company shall defend, protect, indemnify and hold
harmless Consultant and all of its officers, directors, employees and direct or indirect investors and any of the
foregoing person's agents or other representatives (including, without limitation, those retained in connection with
the transactions contemplated by this Agreement) (collectively, the "CONSULTANT INDEMNITEES") from
and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and
damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the
action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements
(the "CONSULTANT INDEMNIFIED LIABILITIES'), incurred by any Indemnitee as a result of, or arising out
of, or relating to (i) any misrepresentation or breach of any representation or warranty made by The Company in
this Agreement or any other certificate, instrument or document contemplated hereby or thereby (ii) any breach of
any covenant, agreement or obligation of The Company contained in this Agreement or any other certificate,
instrument or document contemplated hereby or thereby, (iii) any cause of action, suit or claim brought or made
against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance
or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or
thereby, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement,
omission or alleged omission is made in reliance upon and in conformity with written information furnished to
Consultant by The Company. To the extent that the foregoing undertaking by The Company may be
unenforceable for any reason, The Company shall make the maximum contribution to the payment and
satisfaction of each of the Consultant Indemnified Liabilities which is permissible under applicable law. The
indemnity provisions contained herein shall be in addition to any cause of action or similar rights Consultant may
have, and any liabilities Consultant may be subject to.

(b) In consideration of The Company's execution and delivery of the this Agreement and in addition to all of the
Consultant' other obligations under this Agreement, Consultant shall defend, protect, indemnify and hold harmless
The Company and all of its subsidiaries, shareholders, officers, directors and employees and any of the foregoing
person's agents or other representatives (including, without limitation, those retained in connection with the
transactions contemplated by this Agreement) (collectively, the "THE COMPANY INDEMNITEES") from and
against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such The Company Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and
disbursements (the "THE COMPANY INDEMNIFIED LIABILITIES'), incurred by any The Company
Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation
or warranty made by Consultant in the Agreement or any other certificate, instrument or document contemplated
hereby or thereby, (ii) any breach of any covenant, agreement or obligation of Consultant contained in the
Agreement or any other certificate, instrument or document contemplated hereby or thereby, (iii) any cause of
action, suit or claim brought or made against such The Company Indemnitee by a third party and arising out of or
resulting from the execution, delivery, performance or enforcement of the Agreement or any other certificate,
instrument or document contemplated hereby or thereby, and except insofar as any such misrepresentation,
breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon
and in conformity with written information furnished to The Company by Consultant. To the extent that the
foregoing undertaking by Consultant may be unenforceable for any reason, Consultant shall make the maximum
contribution to the payment and satisfaction of each of the The Company Indemnified Liabilities which is
permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of
action or similar rights The Company may have, and any liabilities The Company may be subject to.
(c) Indemnification Procedure. Any party entitled to indemnification under this
Section (an "INDEMNIFIED PARTY") will give written notice to the indemnifying party of any matters giving
rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to
give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section except
to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action,
proceeding or claim is brought against an indemnified party in respect of which indemnification is sought
hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of
counsel to the indemnified party a conflict of interest between it and the indemnifying party may exist with respect
to such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. In the event that the indemnifying party advises an indemnified party that it will contest such a
claim for indemnification hereunder, or fails, within thirty
(30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle
or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any
time after it commences such defense), then the indemnified party may, at its option, defend, settle or otherwise
compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to
assume and does so assume the defense of any such claim, proceeding or action, the indemnified party's costs
and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall
be losses subject to indemnification hereunder. The indemnified party shall cooperate fully with the indemnifying
party in connection with any settlement negotiations or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the indemnified party which
relates to such action or claim. The indemnifying party shall keep the indemnified party fully apprised at all times
as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects
to defend any such action or claim, then the indemnified party shall be entitled to participate in such defense with
counsel of its choice at its sole cost and expense. The indemnifying party shall not be liable for any settlement of
any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Section
to the contrary, the indemnifying party shall not, without the indemnified party's prior written consent, settle or
compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation
on the indemnified party or which does not include, as an unconditional term thereof, the giving by the claimant or
the plaintiff to the indemnified party of a release from all liability in respect of such claim. The indemnification
required by this Section shall be made by periodic payments of the amount thereof during the course of
investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, within ten
(10) Business Days of written notice thereof to the indemnifying party so long as the indemnified party irrevocably
agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such party
was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any
cause of action or similar rights of the indemnified party against the indemnifying party or others, and
(b) any liabilities the indemnifying party may be subject to.

Section 7. GOVERNING LAW

Any controversy, claim or dispute arising from the interpretation of this Agreement, or breach thereof, shall
settled by arbitration in Orange County, CA in accordance with the rules of the American Arbitration Association
there in effect, except that the parties thereto shall have any right to discovery as would permitted by the Federal
Rules of Civil Procedure. The prevailing Party shall be entitled to reimbursement of actual costs and attorney's
fees from the arbitration and the decision of the Arbitrator(s) shall be final.
Section 8 ASSIGNABILITY.

This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of
Consultant and its legal representatives and heirs and the Company and any successor or successors of the
Company by reorganization, merger, or consolidation and any assignee of all or substantially all of its business
and properties, but, except as to any such legal representatives or heirs of Consultant or successor or assignee of
the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by the Company or
the Executive. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person
any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Company and the Consultant as to the subject matter
hereof, superseding all prior written and prior or contemporaneous oral understanding or agreements, including
any previous agreements, or understandings with respect to the subject matter covered in this Agreement. This
Agreement may not be modified or amended, nor may any right be waived, except by a writing which expressly
refers to this Agreement, states that it is intended to be a modification, amendment, or waiver and is signed by
both parties in the case of a modification or amendment or by the party granting the waiver. No course of
conduct or dealing between the parties and no custom or trade usage shall be relied upon to vary the terms of this
Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion
shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that
term or any other term of this Agreement.

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

By Execute Sports, Inc.


Don Dallape
President

By Emergent Growth Analytics LLC


Justin Frere
President
Exhibit 10.7

                                           MICHAEL L. CORRIGAN
                                            ATTORNEY AT LAW

                                           City National Bank Building
                                              4275 Executive Square
                                                    Suite 215
                                                  La Jolla, CA 92037

          TELEPHONE (858) 362-1440                                             FACSIMILE (858) 362-1441

                                                   January 2, 2005

          Padova International USA, Inc.
          1284 Puerta Del Sol, Suite 150
          San Clemente, California 92673




Attn: Donald Dallape, Executive Vice President

Re: Respective Responsibilities and Fees

Dear Don:

Please pardon the formality of this letter but it is intended to set out the details of our relationship as required by
Business and Professions Code section 6148 and is intended to fulfill the requirements of that section. If this letter
accurately describes the services we are to perform for you and the fee that you will pay for that service, please
countersign one of the duplicate originals of the letter and return it to me.

                                      LEGAL SERVICES AGREEMENT

1. IDENTIFICATION OF PARTIES. This agreement, executed in duplicate with each party receiving an
executed original, is made between the Law Offices of Michael L. Corrigan hereafter referred to as "Law Firm,"
and Padova International USA, Inc., a California corporation, hereafter referred to as "Client."

2. LEGAL SERVICES TO BE PROVIDED. The legal services to be provided by Law Firm to Client are as
follows: representation of Client in forming a California corporation. This includes analysis and consultation to
determine the structure of the corporation, including the appropriateness of an IRS S election or IRC 1244
election, preparation of articles of incorporation, preparation of bylaws and minutes of the first meeting,
preparation and filing of documents necessary to comply with any applicable federal or state securities
regulations, and obtaining share certificates and a corporate seal. It does not include obtaining business licenses,
permits, bonds, insurance, a federal Employer Identification Number, reviewing proposed leases, employment
agreements, or sales agreements, or drafting shareholder buy-sell agreements.
If Client wishes Law Firm to provide any legal services not mentioned in this agreement, a separate written
agreement between Law Firm and Client will be required.

3. RESPONSIBILITIES OF LAW FIRM AND CLIENTS. Law Firm will perform the legal services called for
under this agreement, keep Client informed of progress and developments, and respond promptly to Client's
inquiries and communications. Client will be truthful and cooperative with Law Firm, keep Law Firm reasonably
informed of developments and of Client's address, telephone numbers, and whereabouts and timely make any
payments required by this agreement.

4. ATTORNEY FEES. Client will pay Law Firm its fees for the legal services provided under this agreement at
the respective hourly rates of the individuals providing the services. The rates fall within the following ranges:

$250.00 to $350.00 per hour for partners, $ 50.00 to $ 100.00 per hour for law clerks, and $150.00 to
$225.00 per hour for paralegals.

Law Firm will charge in increments of one-tenth of an hour, rounded off for each particular activity to the nearest
one-tenth of an hour. The minimum time charged for any particular activity will be one-tenth of an hour.

Law Firm will charge for all activities undertaken in providing legal services to Client under this agreement,
including, but not limited to, the following: conferences, including preparation and participation; correspondence
and legal documents (review and preparation); legal research; and telephone conversations. When two or more
of Law Firm's personnel are engaged in working on the matter at the same time, such as in conferences between
them, the time of each will be charged.

If, while this agreement is in effect, Law Firm increases the hourly rates being charged to clients generally for
attorney fees, that increase may be applied to fees incurred under this agreement, but only with respect to
services provided 30 days or more after written notice of the increase is mailed to Client. If Client chooses not to
consent to the increased rates, Client may terminate Law Firm's services under this agreement by written notice
effective when received by Law Firm.

Client acknowledges that Law Firm has made no promises about the total amount of attorney fees to be incurred
by Client under this agreement.
5. DEPOSIT FOR FEES AND COSTS. Client will pay to Law Firm an initial deposit of Two Thousand Five
Hundred Dollars ($2,500.00) and One Hundred Thousand (100,000) shares of the Client's common stock, to be
received by Law Firm on or before January 29, 2005 and to be applied against attorney fees incurred by Client.
This dollar amount will be deposited by the Law Firm in a client trust account. Client authorizes Law Firm to
withdraw the principal from the trust account to pay attorney fees and costs as they are incurred by Client. If, at
the termination of services under this agreement, the total amount incurred by Client for attorney fees is less than
the amount of the initial deposit, the difference, to a maximum of the refundable portion of the deposit, will be
refunded to Client.

Whenever the full amount of any deposit has been applied to attorney fees or costs incurred by Client, Law Firm
may, at its option, request client to pay to Law Firm an additional deposit in the same amount as the initial one of
$2,500.00. Deposit of such additional amounts will be made in the same manner as the initial deposit.

6. STATEMENTS AND PAYMENTS. Law Firm will send Client monthly statements indication attorney fees
and costs incurred and their basis, any amounts applied from deposits, and any current balance owed. If no
attorney fees or costs are incurred for a particular month, or if they are minimal, the statement may be held and
combined with that for the following month. Any balance will be paid in full within 30 days after the statement is
mailed. Any balance remaining unpaid after 30 days will bear interest at the rate of 18 percent per annum, but in
no event higher than the maximum interest permitted by law.

7. ARBITRATION. If a dispute arises between Law Firm and Client regarding attorney fees as set out in this
letter and Law Firm files suit in any court other than small claims court, Client will have the right to stay that suit
by timely electing to arbitrate the dispute under Business and Professions Code sections 6200-6206, in which
event Law Firm must submit the matter to such arbitration.

Sincerely,

Michael L. Corrigan

The foregoing is agreed to by:

Client:

Padova International USA, Inc.
By:


Donald Dallape, its President
Exhibit 10.8

                             STANDARD INDUSTRIAL/COMERCIAL
                                MULTI-TENANT LEASE - GROSS
                       AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. Basic Provisions ("Basic Provisions").

1.1 Parties: This Lease ("Lease"), dated for reference purposes only December 4, 2003, is made by and
between Gerald and Pete Carpino as individuals and Scott Swendener and Donald Dallape, dba Execute Sports
("Lessee"), (collectively, the "Parties", or individually a "Party").

1.2 (a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to
be provided by Lessor under the terms of this Lease, commonly known by the street address of 1284 Puerta Del
Sol, located in the State of California, with zip code 92672, as outlined on Exhibit N/A attached hereto
("Premises") and generally described as (describe briefly the nature of the Premises): an approximate 8,200
square foot portion of a larger building commonly known as 1284 Puerta Del Sol, Suite 150.

In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-
exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not
have any rights to the roof, exterior walls or utility raceways of the building containing the Premises ("Building") or
to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they
are located, along with all other buildings and improvements thereon, are herein collectively referred to as the
"Project." (See also Paragraph 2.)

1.2 (b) Parking: 15 unreserved vehicle parking spaces ("Unreserved Parking Spaces); and 0 reserved parking
spaces ("Reserved Parking Spaces"). See also Paragraph 2.6.)

1.3 Term: 2 years and 3 months ("Original Term") commencing January 1, 2004 ("Commencement Date") and
ending April 30, 2006 ("Expiration Date"). (See also Paragraphs 3.2 and 3.3.)

1.4 Early Possession: December 15-31, 2003 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: $6,396 per month ("Base Rent"), payable on the 1st day of each month commencing January 1,
2004. (See also Paragraph 4). (See also Paragraph 50)

1.6 Lessees Share of Common Area Operating Expenses: -0- percent (-0-%) ("Lessee's Share").

1.7 Base Rent and Other Monies Paid Upon Execution:

(a) Base Rent: $6,396 for the period 1/1/04 - 12/31/04.

(b) Common Area Operating Expenses: $-0- for the period -0-.

(c) Security Deposit: $7,216 ("Security Deposit"). (See also Paragraph 5.)

(d) Other: $_________ for ______________________.

(e) Total Due Upon Execution of this Lease: $113,612.00

1.8 Agreed Use: General office and warehousing of apparel and related accessories (See also Paragraph 6.)

1.9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8.)

1.10 Real Estate Brokers (See also Paragraph 15.)

(a) Representation: The following real estate brokers (the "Brokers") and brokerage relationships exist in this
transaction (check applicable boxes):
[ x ] CB Richard Ellis represents Lessor exclusively ("Lessor's Broker");

[ x ] Lee & Associations represents Lessee exclusively ("Lessee's Broker");

(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor and Lessee shall pay
to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the
sum of _________ or ______% of the total Base Rent for the brokerage services rendered by the Brokers).

1.11 Guarantor. The obligations of the Lessee under this Lease are to by guaranteed by Scott Swendener and
Donald Dallape (see attachment.

1.12 Addenda and Exhibits. Attached hereto is an Addendum or Addenda consisting of Paragraphs 50 through
55 and Exhibits _____ through _______, all of which constitute a part of this lease.
2. Premises.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at
the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided
herein, any statement of size set forth in this Lease, or than may have been used in calculating Rent, is an
approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision
whether or not the actual size is more or less.

2.2 Condition. Lessor shall deliver that portion of the Premises contained within the Building ("Unit") to Lessee
broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs
("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained
by Lessee in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC") loading doors, if any, and all such
other elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said
date and that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material
defects. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements
should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with
respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from
Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify
same at Lessor's expense. The warranty period shall be as follows: (i) 6 months as to the HVAC systems, and (ii)
30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required
notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall
be the obligation of Lessee at Lessee's sole cost and expense (except for the repair to the fire sprinkler systems,
roof, foundations and/or bearing walls - see paragraph 7).

2.3 Compliance. Lessor warrants that the improvements on the Premises and the Common Areas comply with
the building codes that were in effect at the time that each such improvement , or portion thereof, was
constructed, and also with all applicable laws, covenants or restrictions of record, regulations, and ordinances in
effect on the Start Date ("Applicable Requirements"). Said warranty does not apply to the use which Lessee will
put the Premises or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a).) made or to be
made by Lessee. NOTE : Lessee is responsible for determining whether or not the zoning is appropriate for
Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the
Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of
written notice from Lesssee setting forth with specificity the nature and extent of such non-compliance, rectify the
same at Lessor's expense. If Lessee does not give Lessor written notice of non-compliance with this warranty
within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at
Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the
term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the
remediation of any Hazardous Substance, or to the reinforcement or other physical modification of the Unit,
Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as
follows:

(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and
unique use of the Premises by Lessee as compared with uses be tenants in general, Lessee shall be fully
responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2
years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease
unless Lessor notifies Lessee, in writing within 10 days after receipt of Lessee's termination notice that Lessor has
elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If
Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital
Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such
termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the
Premises without commencing such Capital Expenditure

(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as,
governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for
the portion of such costs reasonable attributable to the Premises pursuant to the formula set out in Paragraph 7.1
(d); provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease, or if
Lessor reasonably determines that it is not economically feasible to pay its share thereof; Lessor shall have the
option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in
writing, within 10 days after receipt of Lessor's termination notice that Lessee may advance such funds and
deduct the same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is
unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is
not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon
30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-
voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by
Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the
Premises, then, and in that event, Lessee shall be fully responsible for the cost thereof, and Lessee shall not have
any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or Brokers to satisfy
itself with respect to the condition of the Premises (including but not limited to the electrical, HVAC and fire
sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the
Americans with Disabilities Act), and their suitability for Lessee's intended use, (b) Lessee has made such
investigation as it deems necessary with reference to such matters and assumes all responsibility therefore as the
same relate to its occupancy of the Premises, and (c) neither Lessor, Lessor's agents, nor Brokers have made
any oral or written representations or warranties with respect to said matters other than as set forth in this Lease.
In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises, warranties
concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is the Lessor's sole
responsibility to investigate the financial capability and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or
effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event,
Lessee shall be responsible for any necessary corrective work.

2.6 Vehicles Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces and Reserved
Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to
time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall
be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called
"Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and
Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the
Common Area without the prior written permission of Lessor.

(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's
employees, suppliers, shippers, customers, contractors or invitees to be loaded unloaded, or parked in areas
other than those designated by Lessor for such activities.

(b) Lessee shall not service or store any vehicles in Common Areas.

(c) If Lessee permits or allows any of the prohibited activities described in this paragraph 2.6, then Lessor shall
have the right, without notice, in addition to such other rights and remedies that it may have, to remove or to tow
away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand
by Lessor.

2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the
Premises wand within the exterior boundary line of the Project and the interior utility raceways and installations
within the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use
of the Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers,
customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways,
walkways, driveways and landscaped areas.

2.8 Common Ares - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees,
suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to
use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to
any rights, powers and privileges reserved by Lessor under the terms hereof or under the terms of any rules and
regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted
to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in
the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's
designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall
occur, then Lessor shall have the right, without notice, in addition to other rights and remedies that it may have, to
remove the propery and charge the cost to Lessee, which cost shall be immediately payable upon demand by
Lessor.
2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have
the exclusive control and management of the Common Areas and shall have the right, from time to time, to
establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the
management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the
Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and to cause
its employees, suppliers, shippers, customers, contractors, and invitees to so abide and conform. Lessor shall not
be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:

(a) To make changes to the Common Areas, including without limitation, changes in the location, size, shape and
number of driveways, entrances, parking spaces, loading and unloading areas, ingress, egress, direction of traffic,
landscaped areas, walkways and utility raceways;

(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to
the Premises remains available;

(c) To designate other land outside the boundaries of the Project to be part of the Common Areas;

(d) To add additional building and improvements to the Common Areas;

(e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the
Project, or any portion thereof; and

(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas
and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in
Paragraph 1.3.

3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the
obligation to pay Base Rent shall be abated for the period of such early possession. All other terms of this lease
(including but not limited to the obligations to pay Lessee's Share of Common Area Operating Expenses, Real
Property Taxes and insurance premiums and to maintain the Premises) shall, however, be in effect during such
period. Any such early possession shall not affect the Expiration Date.

3.3 Delay in Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of
the Premises to Lessee by the Commencement Date. If despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefore, nor shall such failure affect the validity
of this Lease. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until it receives
possession of the Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee
may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in
which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by
Lessor within said 10 day period, Lessee's right to cancel shall terminate. Except as otherwise provided, if
possession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid,
any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of
possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms
hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is
not delivered within 4 months after the Commencement Date, this Lease shall terminate unless other agreements
are reached between Lessor and Lessee, in writing.

3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee
complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence,
Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including
the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence
of insurance. Further if Lessee is required to perform any other conditions prior to or concurrent with the Start
Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.
4. Rent. See Addendum Paragraphs 50, 52 and 53.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the
Security Deposit) are deemed to be rent ("Rent").

4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the
Base Rent, Lessee's Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as
hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following
provisions:

(a) "Common Area Operating Expenses" are defined, for the purposes of this Lease, as all costs incurred by
Lessor relating to the ownership and operation of the Project, including but not limited to the following:

(i) The operation, repair and maintenance in neat, clean, good order and condition, but not the replacement (see
subparagraph (e)) of the following:

(aa) The Common Areas improvements, including parking areas, loading and unloading areas, trash areas,
roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area
lighting facilities, fences and gates, elevators, roofs, and roof drainage systems.

(bb) Exterior signs and any tenant directories.

(cc) Any fire sprinkler systems.

(ii) The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately
metered.

(iii) Trash disposal, pest control services, property management, security services, and the costs of any
environmental inspections.

(iv) Reserves set aside for maintenance and repair of Common Areas.

(v) Any increase above the Base Real Property Taxes (as defined in Paragraph 10).

(vi) Any "Insurance Cost Increase" (as defined in Paragraph 8). (vii) Any deductible portion of an insured loss
concerning the Building or the Common Areas.

(viii) The cost of any Capital Expenditure to the Building or the Project not covered under the provisions of
Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12
year period and Lessee shall not be required to pay more than Lessee's Share of 1/1444th of the cost of such
Capital Expenditure in any given month.

(ix) Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area
Operating Expense.

(b) Any Common Area Operating Expense and Real Property Taxes that are specifically attributable to the Unit,
the Building or to any other building in the Project to the operation , repair and maintenance thereof, shall be
allocated entirely to such Unit, Building or other building. However, any repair and maintenance thereof, shall be
equitably allocated by Lessor to all buildings in the Project.

(c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed
to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services
unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in
this Lease to provide the same or some of them.

(d) Lessee's Share of Common Area Operating Expenses shall be payable by Lessee within 10 days after a
reasonably detailed statement of actual expenses is presented to Lessee. At Lessor's option, however, an amount
may be estimated by Lessor from time to time of Lessee's Share of annual Common Area Operating Expenses
and the same shall be payable monthly or quarterly, as Lessor shall designate, during each 12 month period of the
Lease term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days
after the expiration of each calendar year reasonably detailed statement showing Lessee's Shares of the actual
Common Area Operating Expenses incurred during the preceding year. If Lessee's payments under this
Paragraph 4.2(d) during the preceding year exceed Lessee's Share as indicated on such statement , Lessor shall
credit the amount of such over-payment against Lessee's Share of Common Area Operating Expenses next
becoming due. If Licensee's payments under this Paragraph 4.2(d) during the preceding year were less than the
Lessee's Share as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency within 10
days after delivery by Lessor to Lessee of the statement.
(e) When a capital component such as the roof, foundations, exterior walls or a Common Area capial
improvement, such as the parking lot, paving, elevators, fences, etc., requires replacement, rather than repair or
maintenance, Lessor shall, at Lessor's expense, be responsible for such replacement. Such expenses and/or costs
are not Common Area Operating Expenses.

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States,
without offset or deduction (except as specifically permitted in this Lease) on or before the day on which it is due.
Rent for any period during the terms hereof which is for less than one full calendar month shall be prorated based
upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated
herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of
payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such
Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other
instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor
the sum of $25.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for
Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of
any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which
Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit,
Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said
Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this
Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total
amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial
Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material
change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to
increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any
increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs
during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment,
significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the
Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor
shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after the
expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and
otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c ) below, Lessor shall
return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall
be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under
this Lease.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is
reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises
in a manner that is unlawful, creates damage, waste or nuisance, or that disturbs occupants of or causes damage
to neighboring premises or properties. Lessor shall not unreasonably withhold or delay its consent to any written
request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the
improvements on the Premises or the mechanical or electrical systems therein, and/or is not significantly more
burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 after such request give
written notification of the same, which notice shall include an explanation of Lessor's objections to the change in
the Agreed Use.
6.2 Hazardous Substances.

(a) Reportable Uses Require Consent. The term "Hazardous Substances" as used in this Lease shall mean any
product, substance or waste whose presence, use, manufacture, disposal, transportation, or release, either by
itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the
public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental
authority, or
(iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute
or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any
activity in or on the Premises which constitutes a Reportable Use of Hazardous Substance without the express
prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements.
"Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit
from, or with respect to which a report, notice, registration or business plan is required to be filed with, any
governmental authority, and/or
(iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements
requires that a notice be given to persons entering or occupying the Premises or neighboring properties.
Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be
used in the normal course of the Agreed Use, so long as such use is in compliance with all Applicable
Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any
meaningful risk of contamination or damage or expose Lessor o any liability therefor. In addition, Lessor may
condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably
deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination,
injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or
termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit.

(b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has
come to be located in, or under or about the Premises, other than as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice,
claim or other documentation which it has concerning the presence of such Hazardous Substance.

(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in,
on under or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at
Lessee's expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally
ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring
of the Premises or neighboring properties, that was caused or materially contributed by Lessee, or pertaining to
or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee,
or any third party.

(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lender and
ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous
Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall
have no liability under this Lease with respect to undergoing migration of any Hazardous Substance under the
Premises from areas outside of the Project). Lessee's obligations shall include, but not be limited to, the effects of
any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination
of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release
Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed
by Lessor in writing at the time of such agreement.

(e) Lessor indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold
Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the
cost of remediation, which existed as a result of Hazadous Substances on the Premises prior to the Start Date or
which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's
obligations, as and when required by the Applicable Requirements, shall include but not be limited to, the cost of
investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination
of this Lease.
(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or
remediation measures required by governmental entities having jurisdiction with respect to the existence of
Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a
result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a) below) of the Premises, in which
event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the
request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at
reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

(g) Lessor Termination Option. If a Hazardous Substance condition (see Paragraph
9.1 (e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee
shall make the investigation and remediation thereof required by Applicable Requirements and this Lease shall
continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13) Lessor
may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required, as
soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect,
or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or
$100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of
knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease
as of the date 60 days following the date of such notice. In the vent Lessor elects to give a termination notice,
Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount
by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds
or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall
continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably
possible after the required funds are available. If Lessee does not give such notice and provide the required funds
or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice
of termination.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee
shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the
recommendations of Lessor's engineers and/or consultants which related in any manner to the Premises, without
regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall,
within 10 days after the receipt of Lessor's written request, provide Lessor with copies of all permits and other
documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by
Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of
any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure
of Lessee or the Premises to comply with any Applicable Requirements.

6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants shall
have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times,
for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this
Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements,
or a contamination is found to exist or be imminent, or the inspection is requested or ordered by a governmental
authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as
such inspection is reasonably related to the violation or contamination.

7 Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations

7.1 Lessee's Obligations.

(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's
Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
(Condemnation), Lessee shall , at Lessee's sole expense, keep the Premises, Utility Installations (intended for
Lessee's exclusive use, no matter where indicated) and Alterations in good order, condition and repair (whether
or not the potion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for equipment or facilities, such as plumbing HVAC equipment
electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls,
ceilings, floors, windows, doors, plate glass and skylights but excluding any items which are the responsibility of
the Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall
exercise and perform good maintenance practices, specifically including the procurement and maintenance of the
service contracts required by Paragraph 7.2(b) below. Lessee's obligations shall include restorations,
replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in
good order, condition and state of repair.

(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts with copies to
Lessor in customary form and substance for, and with contractors specializing and experienced in the
maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i)
HVAC equipment, (ii) boiler and pressure vessels (iii) clarifiers, and (iv) any other equipment, if reasonably
required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or
all of such service contracts, and if Lessor so elects, Lessee shall reimburse Lessor, upon demand, for the cost
thereof.

(c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter
upon the Premises after 10 days written notice to Lessee (except in the case of an emergency, in which case no
notice shall be required) perform such obligations on Lessee's behalf, and put the Premises in good order,
condition and repair, and Lessee shall promptly reimburse Lessor for the cost thereof.

(d) Replacement. Subject to Lesssee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without
relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if
an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the
cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated
between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of
this Lease, on the date on which Base Rent is due, and amount equal to the product of multiplying the cost of
such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e., 1/144th
of the cost per month). Lessee shall pay interest on the unamortized balance at a rate that is commercially
reasonable in the judgment of Lessor's accountants. Lessee may, however, prepay its obligation at any time.

7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance) , 4.2
(Common Area Operating Expenses), 6 (Use),
7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor subject to reimbursement
pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls,
structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or
smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs,
and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which
there is a Common Area Operating expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the
exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows,
doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect
to the extent it is inconsistent with the terms of this Lease.

7.3 Utility Installations; Trade Fixtures; Alterations.

(a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air lines, power panels,
electrical distribution, security and fire protection systems, communication systems, lighting fixtures, HVAC
equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery
and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall
mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition
or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility
Installations made by Lessee that not yet owned by Lessor pursuant to paragraph 7.4(a).

(b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior
written consent. Lessee may, however, make non-structural Utility installations to the interior of the Premises
(excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the
outside, do not involve puncturing, relocating or removing the roof or any existing walls and the cumulative cost
thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a
sum equal to one month's Base Rent in any on year. Notwithstanding the foregoing, Lessee shall not make or
permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor.
Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or
approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require
the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be
deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications prior to the commencement of the work, and (iii)
compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious
manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and
sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications.
For work which costs an amount in an excess of one month's Base Rent, Lessor may condition its consent upon
Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration
or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor.
(c) Indemnification. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been
furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's
or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days
notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to
post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then
Lesssee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall
pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If
Lessor shall require, Lessee shall furnish a surety bond in an amount equal o 150% of the amount of such
contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate
in any such action Lessee shall pay Lessor's attorney's fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration

(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provide, all
Alterations and Utility Installations made be Lessee shall be the property of Lessee, but considered a part of the
Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee
Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee
Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the
property of Lessor and be surrendered by Lessee with the Premises.

(b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days
prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility
Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any
time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent.

(c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination
date, with all of the improvements, parts and surfaces therof broom clean and free of debris, and in good
operating order, condition and state of repair, ordinary wear and tear expected. "Ordinary wear and tear" shall
not include any damage or deterioration that would have been prevented by good maintenance practice.
Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear.
Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures. Lessee
owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage
tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous
Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which
were deposited via underground migration from areas outside of the Project) even if such removal would require
Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property
of Lessee and shall be removed by Lessee. The failure by Lessee to timely vacate the Premises pursuant to this
Paragraph 7.4(c ) without the express written consent of Lessor shall constitute a holdover under the provisions
of Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Payment of Premium Increases.

(a) As used herein, the term "Insurance Cost Increase" is defined as any increase in the actual cost of the
insurance applicable to the Building and/or the Project and required to be carried by Lessor, pursuant to
Paragraphs 8.2(b), 8.3(a) and 8.3(b), ("Required Insurance") over and above the Base Premium, as hereinafter
defined, calculated on an annual basis. Insurance Cost Increase shall include, but not be limited to, requirements
of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation of
the Premises, Building and/or Project and/or a general premium rate increase. The term "Insurance Cost
Increase" shall not, however, include any premium increases resulting from the nature of the occupancy of any
other tenant of the Building. If the parties insert a dollar amount in Paragraph 1.9, such amount shall be
considered the "Base Premium." The Base Premium shall be the annual premium applicable to the 12 month
period immediately preceding the Start Date. If, however, the Project was not insured for the entirety of such 12
month period, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required
Insurance as of the Start Date, assuming the most nominal use possible of the Building. In no event, however,
shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in
excess of $2,000,000 procured under Paragraph 8.2(b).
(b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph
4.2. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be
prorated to coincide with the corresponding Start Date or Expiration Date.

8.2 Liability Insurance.

(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance
protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and
property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises
and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage
in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an
"Additional Insured-Managers or Lessors of Premises Endorsement" and contain the "Amendment of the
Pollution Exclusion Endorsement" for damage caused by heat, smoke or fumes from a hostile fire. The policy shall
not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage
for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease. The limits of said insurance contributory with any similar insurance carried by
Lessor, whose insurance shall be considered excess insurance only.

(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to,
and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional
insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value.

(a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name
of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the
Premises. The amount of such insurance shall be equalt to the full replacement cost of the Premises, as the same
shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially
reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade
Fixtures, and Lessee's personal property shall be insured by Lesseee under Paragraph 8.4. If the coverage is
available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss
or damage (except the perils of flood and /or earthquake unless required by Lender), including coverage for
debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition,
reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or
policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation,
and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of
not less than the adjusted U.S. Department of Labor Consumer Price index for All Urban Consumers for the city
nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible
amount shall not exceed $1,000 per occurrence

(b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss
payable to Lessor and any Lender, insuring the loss of the full rend for one year with an extended period of
indemnity for an additional 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuation
provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annual to reflect the
projected Rent otherwise payable by Lessee, for the next 12 months period.

(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the
Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts,
omissions, use or occupancy of he Premises.
(d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee
Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under
the terms of this Lease.

8.4 Lessee's Property; Business interruption Insurance.

(a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,
Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement
cost coverage with a deductible of not to exceed $1,0000 per occurrence. The proceeds from any such
insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned
Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in
force.

(b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts
as will reimburse Lessee for direct or indirect loss of earnings attributable o all perils commonly insured against by
prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of
such perils.

(c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of
coverage of insurance specified herein are adequate to cover Lessee's property, business operations or
obligations under this Lease.

8.5 Insurance Policies. Insurance required herein shall be by companies fully licensed or admitted to transact
business in the state where the Premises are located, and maintaining during the policy term a "General
Policyholders Rating" of at least B+, V, as set forth in the most current issue of "Best's Insurance Guide", or such
other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates
the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies
of such insurance or certificates evidencing the existence and amounts of the required insurance. No such policy
shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at
least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance
binders" evidencing renewal thererof, or Lessor may order such insurance and charge the cost thereof to Lessee ,
which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least
one year, or the length of the remaining term of this Lease, whichever is less. If either party shall fail to procure
and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure
and maintain the same.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lesseee and Lessor each hereby
release and relieve the other, and waive their entire right to recover damages against the other, for loss of or
damage to its property arising out of or incident to the perils required to be insured against herein. The effect of
such releases and waivers is not limited by the amount of insurance carried or required, or by an deductibles
applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right
to subrogation that such companies may have against Lessor or lessee, as the case may be, so long as the
insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend
and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders,
from and against any and all claims, loss of rents and /or damages, liens, judgments, penalties, attorneys' and
consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or
occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor be reason of any of
the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably
satisfactory to Lessor and Lessor shall cooperated with Lessee in such defense. Lessor need not have first paid
any such claim in order to be defended or indemnified.

8.8 Exemption of Lessor from Liability. Lesssor shall not be liable for injury or damage to the person or goods,
wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam,
electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers,
wires, appliances, plumbing, HVAC or lighting fixtures or from any other cause, whether the said injury or
damage results from conditions arising upon the Premises or upon other portions of the Building, or from other
sources or places. Lessor shall not be liable for any damages arising from any at or neglect of any other tenant of
Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding
Lessor's negligence or breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit therefrom.
9. Damage or Destruction.

9.1 Definitions

(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than
Lessee Owned Alterations and Utility Installations, which can reasonable be repaired in 3 months or less from the
date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent.
Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or
not the damage is Partial or Total.

(b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired
in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6
month's Base rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction
as to whether or not the damage is Partial or Total.

(c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by
the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved.

(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of
the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of Applicable Requirements, and without deduction for depreciation.

(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the
presence of, or a contamination by, a Hazardous Substance as defined in Paragraphs 6.2(a), in, on, or under the
Premises.

9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor
shall, at Lessor's expense, repair such damage (but not lessee's Trade Fixtures or Lessee Owned Alterations and
Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided,
however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to
repair of which is $5,000 or less and, in such event, Lessor shall make any applicable insurance proceeds
available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required
insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event,
however, such shortage was due to the fact that, be reason of eh unique nature of the improvements, full
replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no
obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises
unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days
following receipt of written notice os such shortage and request therefor. If Lessor receives said funds or
adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete
them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance
are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make
such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which
case this Lease shall remain in full force and effect, or
(ii) have this Lease terminated 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds
contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but
the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless
caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this
Lease shall continue in full force and effect, or
(ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of
the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In
the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the
termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage
without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof
within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and
Lessor shall proceed to make such repairs as soon as reasonably possible afte3r he required funds are available.
If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the
termination notice.
9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this
Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee, Lessor shall have he right to recover Lessor's damages from Lessee,
except as provided in Paragraph 8.6

9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which
the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this
Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to
Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at
that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve
this Lease by (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or
adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days
after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date
upon which such option expires. Is Lessee fully exercises such option during such period and provides Lessor
with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's
commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall
continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during
such period, then the Lease shall terminate on the date specified in the termination notice and Lesse's option shall
be extinguished.

9.6 Abatement of Rent; Lessee's Remedies.

(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous
Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the
period required for the repair, remediation or restoration of such damage shall be abated in proportion to the
degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the
Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
have no liability for any such damage, destruction, remediation; repair or restoration except as provided herein.

(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a
substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue,
Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor
and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not
less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is
not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the
repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect.
"Commence" shall mean either the conditional authorization of the preparation of the required plans, or the
beginning of the actual work on the Premises, whichever first occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph
9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made
by Lessee to Lessor. Lesssor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not
been, or is not then required to be, used by Lessor.

9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to
or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of
any present or future statute to the extent inconsistent herewith.

10. Real Property Taxes

10.1 Definitions

(a) "Real Property Taxes." As used herein, the term "Real Property Taxes" shall include any form of assessment;
real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal
income, or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or
equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessor's business of
leasing, by an authority having the direct or indirect power to tax and where the funds are generated with
reference to the Project address and where the proceeds so generated are to be applied by the city, county or
other local taxing authority of a jurisdiction within which the Project is located. The term "real Property Taxes"
shall also included any tax, fee, levy, assessment or charge, or any increase therein, imposed by reason of events
occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project or
any portion thereof or a change in the improvements thereon.
(b) "Base Real Property Taxes." As used herein, the term "Base Real Property Taxes" shall be the amount of
Real Property Taxes, which are assessed against the Premises, Building, Project or Common Areas in the
calendar year during which the Lease is executed. In calculating Real Property Taxes for any calendar year, the
Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for
such calendar year based upon the number of days which such calendar year and tax year have in common.

10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project and except as
otherwise provided in Paragraph 10.3, any increases in such amounts over the Base Real Property Taxes shall be
included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph
4.2.

10.3 Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes
specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon
the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding
Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are
payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request.

10.4 Joint Assessment. If the Building is not separately assessed, real Property Taxes allocated to the Building
shall be an equitable proportion of the real Property Taxes for all of the land and improvements included within
the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in
the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable
determination thereof, in good faith, shall be conclusive. 10.5 Personal Property Taxes. Lessee shall pay prior to
delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade
Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real
property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall
pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of written statement setting
forth the taxes applicable to Lessee's property.

11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and
services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph
4.2, if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of
water, electricity or other commonly metered utilities, or that Lessee is generating such large volume of trash as to
require an increase in the size of the dumpster and/or an increase in the number of times per month that the
dumpster is emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs.

12. Assignment and Subletting.

12.1 Lessor's Consent Required.

(a) Lessor shall not voluntarily or by operation of law assign, mortgage or encumber (collectively, "assign or
assignment") or sublet all or any part of lessee's interest in this Lease or in the Premises without Lessor's prior
written consent.

(b) A change in control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative
basis, of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.

(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale,
acquisition, financings, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or
hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth
of Lessee by an amount greater than 25% of such Net Worth as its was represented at the time of the execution
of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists
immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater, shall
be considered an assignment of thie Lease to which lessor may withhold its consent. "Net Worth of Lessee" shall
mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting
principles.
(d) An assignment or subletting without consent shall , at Lessor's option be a Default curable after notice per
Paragraph 13.1(c ) or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects
to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) Terminate this
lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rant then in
effect. Further, in the event of such Breach and rental adjustments, (i) the purchase price of any option to
purchase the Premises held by Lessee shall be subject to similar adjustments to 110% of the price previously in
effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall
be increased to 110% of the scheduled adjusted rent.

(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages
and/or injunctive relief.

12.2 Terms and Conditions Applicable to Assignment and Subletting

(a) Regardless of Lessor's consent, any assignment or subletting shall not: (i) be effective without the express
written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee
of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the
performance of any other obligations to be performed by Lessee.

(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending
approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor
the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its
remedies for Lessee's Default or Breach.

(c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment
or subletting.

(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors
to anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or
sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to
Lessor, or any security held by Lessor.

(e) Each request for consent to an assignment or subletting shall be in writing, accompanies by information
relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the
proposed assignee or sublessee, including but limited to the intended use and/or required modification or the
Premises, if any, together with a fee of $1,000 or 10% of the current monthly Base Rent applicable to the portion
of the Premises which is the subject of the proposed assignment or sublease, whichever is greater, as
consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such
other or additional information and/;or documentation as may be reasonably requested.

(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into
such sublease, be deemed to have assumed and agreed to conform and comply with each and every term,
covenant, condition and obligation herein to be observed or performed by Lessee during the term of said
assignment of sublease, other than such obligations as are contrary to or inconsistent with provisions of an
assignment or sublease to which Lessor has specifically consented to in writing.

12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to
any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this
Lease whether or not expressly incorporated therein:

(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all rent payable on any sublease, and
Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however,
that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. Lessor
shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent,
be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's
obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt
of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this
Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such
notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such
Breach exists, notwithstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of
said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents
or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such
sublessor.

(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor.

(d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written
consent.

(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the
right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall
have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined a failure by the Lessee to comply with or comply with or perform
any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the
occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any
applicable grace period:

(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially
reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is
jeopardized as a result as a result thereof, or without providing a commercially reasonable assurances to minimize
potential vandalism.

(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee
hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or
surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such
failure continues for a period of 3 business days following written notice to Lessee.

(c) The failure of Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements,
(ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting (iv) an Estoppel Certificate
(v) a requested subordination (vi) evidence concerning any guarantee and/or Guarantor (vii) any document
requested under Paragraph 41 (easements) or
(viii) any other documentation or information which Lessor may reasonably require of Lessee under the terms of
this Lease, where any such failure constitutes for a period of 10 days following written notice to Lessee.

(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules
adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a) , (b) or (c ) above,
where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of
Lessee's Default is such that more than 30 days are reasonable required for its cure, then its shall not be deemed
to be a Breach if Lessee commences on such cure within said 30 day period and thereafter diligently prosecutes
such cure to completion.

(e) The occurrence of any of the following events: (i) the making of any general arrangement for the benefit of
creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. ss. 101 or any successor statute thereto (unless, in the
case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in
this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other
judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this
subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the
validity of the remaining provisions.

(f) The discovery that any financial statement of Lessee or any Guarantor given to Lessor was materially false.
(g) If the performance of Lessee's obligations under this Lease is guaranteed:
(i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in
accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy
filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an
anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event to provide
written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals
or exceeds the combined financial resources of Lessee and the Guarantor's that existed at the time of execution of
this Lease.
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written
notice (or in case of an emergency, without notice), Lessor may, at its option , perform such duty or obligation on
Lessee's behalf, including but not limited to the obtaining of reasonable required bonds, insurance policies, or
governmental licenses, permits or approvals. The costs and expenses of any such performance by Lessor shall be
due and payable by Lessee upon receipt of invoice therefor. If any check given to Lessor by Lessee shall not be
honored by the bank upon which it is drawn, Lessor, at its option, may require all future payments to be made by
Lessee to be by cashier's check. In the event of a Breach, Lessor may, with or without further notice or demand,
and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such
Breach:

(a) Terminate Lessee's right to possessions of the Premises by any lawful means, in which case this Lease shall
terminate and lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to
recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination;
(ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been
reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of
the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided, (iv) any other amount necessary to compensate Lessor for all the detriment proximately
caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things
would be likely to result therefrom including but not limited to the cost of recovering possession of the Premises,
expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and that portion of any leasing commission paid by Lessor in connection with this lease applicable to the
unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the
immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts
by Lessor to mitigate damages caused by Lessee's Breach of this lease shall not waive Lessor's right to recover
damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful
detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are
recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a
notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or
to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by
Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer
statute shall run concurrently and the failure of Lessee to cure the Default within the greater of the two such grace
periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies
provided for in this Lease and/or by said statute.

(b) Continue the Lease and Lesseee's right to possession and recover the Rent as it becomes due, in which event
Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Lessor's interests shall not constitute a termination of the Lessee's
right to possession.

(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein
the Premises are located. The expiration or termination of this lease and/or the termination of Lessee's right to
possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters
occurring or accruing during the term hereof or by reason of Lessees occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying
by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this
Lease, all of which concessions are hereinafter referred to as "Inducements Provisions", shall be deemed
conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease.
Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration
theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and
payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a
waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time
of such acceptance.
13.4 Late Charges. Lessee hereby acknowledges that the late payment by Lessee of Rent will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, but are not limited to, processing and accounting charges, and late charges which may be
imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after
such amount shall be due, then without any requirements for notice to Lessee, Lessee shall pay to Lessor a one-
time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby
agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of
such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's
Default or breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and
remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collective, for 3
consecutive installments of Base Rent, then notwithstanding any provision of this lease to the contrary, Base Rent
shall, at Lessor's option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor,
when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was
due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the
31st day after it was dues as to non-scheduled payments. The interest ("Interest") charged shall be equal to the
prime rate reported in the Wall Street Journal as published closest prior to the date when due plus 4%, but shall
not exceed the maximum rate allowed by law.

13.6 Breach by Lessor.

(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor falls within a reasonable
time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall
have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of
Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than
30 days are reasonably required for its performance, then lessor shall not be in breach if performance is
commenced within such 30 day period and thereafter diligently pursued to completion.

(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach
within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to
completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent an amount equal
to the greater of one month's Base Rent or the Security Deposit, and to pay an excess of such expense under
protest, reserving Lessee's right to reimbursement from Lessor. Lessee shall document the cost of said cure and
supply said documentation to Lessor.

14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold
under the threat of exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part
taken as of the date the condemning authority takes title or possession, whichever it first occurs. If more than
10% of the floor area of the Unit, or more than 25% of Lessee's Reserved Parking Spaces, is taken by
Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have
given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning
authority shall have taken possession) terminate this Lease as of the date the condemning authority take such
possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in
full force and effect as to the potion of the Premises remaining, except that the Base Rent shall be reduced in
proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards
and/or payments shall be the property of Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however ,
that Lessee shall be entitled to any compensation for Lessee's relocation expenses, loss of business goodwill
and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this
Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of
Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all
compensation which is payable therefore. In the event that this Lease is not terminated by reason of the
Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.
          15.     Brokerage Fees.

          15.1    Additional Commission. In addition to the payments owed pursuant to
                  Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in
                  writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if
                  Lessee acquires from Lessor any rights to the Premises or other premises
                  owned by Lessor and located within the Project, (c) if Lessee remains in
                  possession of the Premises, with the consent of Lessor, after the
                  expiration of this Lease, or (d) if Base Rent is increased, whether by
                  agreement oro operation of an escalation clause herein, then, Lessor shall
                  pay Brokers a fee in accordance with the schedule of the Brokers in effect
                  at the time of the execution of this Lease.

          15.2    Assumption of Obligations. Any buyer or transferee of Lessor's interest in
                  this Lease shall be deemed to have assumed Lessor's obligation hereunder.
                  Brokers shall be third party beneficiaries of the provisions of Paragraphs
                  1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as
                  and for brokerage fees pertaining to this Lease when die, then such
                  amounts shall accrue Interest. In addition, If Lessor fails to pay any
                  amounts to Lessee's Broker when due, Lessee's Broker may send written
                  notice to Lessor and Lessee of such failure and if Lessor fails to pay
                  such amounts within 10 days after said notice, Lessee shall pay said
                  monies to its Broker and offset such amounts against Rent. In addition,
                  Lessee's Broker shall be deemed to be a third party beneficiary of any
                  commission agreement entered into by and /or between Lessor and Lessor's
                  broker for the limited purpose of collecting any brokerage fee owed.

          15.3    Representations and Indemnities of Brokers Relationships. Lessee and
                  Lessor each represent and warrant to the other than its has had no
                  dealings with any person, firm, broker or finder (other than the Brokers,
                  if any) in connection with this Lease, and that no one other than said
                  named Brokers is entitled to any commission or finder's fee in connection
                  herewith. Lessee and Lessor do each hereby agree to indemnify, protect
                  defend and hold the other harmless from and against liability for
                  compensation or charges which may be claimed by any such unnamed broker,
                  finder or other similar party by reason of any dealings or actions of the
                  indemnifying Party, including any costs, expenses, attorneys' fees
                  reasonable incurred with respect thereto.

          16.     Estoppel Certificates.




(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the
"Requesting Party") execute, acknowledge and delivery to the Requesting Party a statement in writing in form
similar to the then most current "Estoppel Certificate" form published by the American Industrial Real Estate
Association, plus such additional information, confirmation and/or statements as may be reasonably requested by
the Requesting Party.

(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the
Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without
modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the
Requesting Party's performance and (iii) if Lessor is the Requesting Party, not more than one month's rent has
been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel
Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said
Certificate.

(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors
shall deliver to any potential lender or purchase designated by Lessor such financial statements as may be
reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the
past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence
and shall be used only for he purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question
of the fee title to the Premises, or if this is a sublease of the Lessee's interest in the prior lease. In the vent of a
transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee
(in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon
such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved
of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by
Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined. Notwithstanding the above, and subject to the
provisions o Paragraph 20 below, the original Lessor under this Lease, and all subsequent holders of the Lessor's
interest in this Lease shall remain liable and responsible with regard to the potential duties and liabilities of Lessor
pertaining to Hazardous Substances as outlined in Paragraph 6.2 above.
18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction,
shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall
mean and refer to calendar days.

20. Limitation on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this
Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual
partners, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of
Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against
the individual partners of Lessor, or its or their individual partners, directors, officers or shareholders, or any of
their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or
observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties
with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding
shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying
solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party
to this lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with
respect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs
and attorneys' fees), of any Broker with respect to negotiation, execution, delivery or performance by either
Lessor or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to
the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each
Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.

23. Notices

23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing
and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or
U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed
sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's
signature line on this lease shall be that Party's address for delivery or mailing of notices. Either party may by
written notice to the other specify a different address for notice except that upon Lessee's taking possession of
the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter
designate in writing.

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed
given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If
sent by regular mail the notice shall be deemed given 48 hours after the same is addressed as required herein and
mailed with postage prepaid. Notices delivered by United States Express Mail over overnight courier that
guarantee next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or
courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone
confirmation of receipt (confirmation report from fax machine is sufficient) provided copy is also delivered via
delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the
next business day.

23.3 Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by
Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default
or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or
approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the
provision or provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not be a
waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of
monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless
specifically agreed to in writing by Lessor at or before the time of deposit of such payment.
          23.4   Disclosures Regarding The Nature of a Real Estate Agency Relationship.

          (a)    When entering into a discussion with a real estate agent regarding a real
                 estate transaction, a Lessor or Lessee should from the outset understand
                 what type of agency relationship or representation it has with the agent
                 or agents in the transaction. Lessor and Lessee acknowledge being advised
                 by the Brokers in this transaction as follows:

                 (i) Lessors Agent. A Lessors' agent under a listing agreement with the
                 Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent
                 has the following affirmative obligations: To the Lessor: A fiduciary duty
                 of utmost care, integrity, honesty, and loyalty in dealings with the
                 Lessor. To the Lessee and the Lessor: a. Diligent exercise or reasonable
                 skills and care in the performance of the agent's duties. b. A duty of
                 honest and fair dealing and good faith. c. A duty to disclose all facts
                 known to the agent matierally affecting the value or desirability of the
                 property that are not known to, or within the diligent attention and
                 observation of, the Parties. An agent is not obligated to reveal to either
                 Party any confidential information obtained from the other Party which
                 does not involve the affirmative duties set forth above.

                 (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee
                 only. In these situations, the agent is not the Lessor's agent, even if by
                 agreement the agent may receive compensation for services rendered, either
                 in full or in part from the Lessor. An agent acting only for the Lessee
                 has the following affirmative obligations. To the Lessee: A fiduciary duty
                 of utmost care, integrity, honesty, and loyalty in dealings with the
                 Lessee. To the Lessee and the Lessor: a. Diligent exercise or reasonable
                 skills and care in the performance of the agent's duties. b. A duty of
                 honest and fair dealing and good faith. c. A duty to disclose all facts
                 known to the agent materially affecting the value or desirability of the
                 property that are not known to, or within the diligent attention and
                 observation of, the Parties. An agent is not obligated to reveal to either
                 Party any confidential information obtained from the other Party which
                 does not involve the affirmative duties set forth above.

                 (iii) Agent Representing Both Lessor and Lessee. A real estate agent,
                 either acting directly through one or more associate licenses, can legally
                 be the agent of both the Lessor and the Lessee in a transaction, but only
                 with the knowledge and consent of both the Lessor and the Lessee. In a
                 dual agency situation, the agent has the following affirmative obligations
                 to both the Lessor and the Lessee: A fiduciary duty of utmost care,
                 integrity, honesty and loyalty in the dealings with either Lessor or the
                 Lessee. b. Other duties to the Lessor and the Lessee as stated above in
                 subparagraphs (i) or (ii). In representing both Lessor and Lessee, the
                 agent may not without the express permission of the respective Party,
                 disclose to the other Party that the Lesor will accept rent in an amount
                 less than that indicated in the listing or that the Lessee is willing to
                 pay a higher tent than that offered. The above duties of the agent in a
                 real estate transaction do not relieve a Lessor or Lessee from the
                 responsibility to protect their own interests. Lessor and Lessee should
                 carefully read all agreements to assure that they adequately express their
                 understanding of the transaction. A real estate agents is a person
                 qualified to advise about real estate. If legal or tax advice is desired,
                 consult a competent professional.




(b) Brokders have no responsibility with respect to any default or breach hereof by either Party. The liability
(including court costs and attorneys' fees) of any Broker with respect to any breach of duty, error or omission
relating to this Lease shall not exceed the fee received by such Broker pursuant to this Lease; provided, however,
that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful
misconduct of such Broker.

(c) Buyer and Seller agree to identify to Brokers as "Confidential" any communication or information given
Brokers that is considered by such to be confidential

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond
the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be
increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing
contained herein shall be construed as consent by Lessor to any holding over by Lessee.
27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for
the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the
context, the singular shall include the plural and vice versa. This Lease shall not be construed if prepared by one
of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives,
successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation
between the Parties hereto concerning this Lease shall be initiated in the country in which the Premises are
located.

30. Subordination; Attornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground
lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or
hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals,
modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease
together referred to as "Lender") shall have not liability or obligation to perform any of the obligations of Lessor
under this Lease. Any Lender may elect to have this lease and/or any Option granted hereby superior to the lien
of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be
deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation
thereof.

30.2 Attornment. Subject to the non-disturbance provisions of Paragraph 30.3, Lessee agrees to attorn to a
Lender or any other party who acquires ownership of the Premises by reason of a foreclosure of a Security
Device, and that in the event of such foreclosure, such new owner shall not: (a) be liable for any actor
o omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject
to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more
than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease,
Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance
agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that
Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be
disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further,
within 60 days after the execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a
Non-Disturbance Agreements from holder of any pre-existing Security Device which is secured by the Premises.
In the event the Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee
may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a
Non-Disturbance Agreement.

30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of
any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with
a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be
reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement
provided for herein.

31. Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises whether
founded in tort, contractor equity, or to declare right hereunder, the Prevailing Party (as hereafter defined) in any
such proceeding, action or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be
awarded in the same suite or recovered in a separate suit, whether or not such action or proceeding is pursued to
decision or judgment. The term "Prevailing Party" shall include, without limitation, a Party or Broker who
substantially obtains or defeats the relief sought, as the case may be whether by compromise, settlement,
judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award
shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all
attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses
incurred in the preparation and service of notices of Default or resulting Breach ($200 is a reasonable minimum
per occurrence for such services and consultation).
32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter at any
time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to
prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to
the Premises as Lessor may deem necessary. All such activities shall be without abatement of rent or liability to
Lessee. Lessor may at any time place on the Premises and ordinary "For Sale" signs and Lessor may during the
last 6 months of the term hereof, place on the Premises any ordinary "For Lease" signs. Lessee may at any time
place on the Premises and ordinary "For Sublease" sign.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, and auction upon the Premises without
Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in
determining whether to permit an auction.

34. Signs. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not
place any sign upon the Project without Lessor's prior written consent. All signs must comply with all Applicable
Requirements.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor the voluntary or other
surrender of this Lease be Lessee, the mutual termination or cancellation hereof, or a termination hereof by
Lessor for Breach by Lessee, shall automatically terminated any sublease or lesse estate in the Premises;
provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within
10 days following any such event to elect to the contrary by written notice to the holder of any such lesser
interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to
an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual
reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants
fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but
not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be
paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act,
assignment or subletting shall not constitute an acknowledgement that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be
otherwise specifically stated in writing by Lessor at the time of consent of such further or other conditions as are
then reasonable with reference to the particular matter for which consent is being given. In the vent that either
Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for
such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10
business days following such request.

37. Guarantor.

37.1 Execution. The Guarantors, if any shall each execute a guaranty in the form most recently published by the
American Industrial Real Estate Association, and each such Guarantor shall have the same obligations as Lessee
under this Lease.

37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide:
(a) evidence of the execution of guaranty, including the authority of the party signing on Guarantor's behalf to
obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of
directors authorizing the making of such Guaranty,
(b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in
effect.
38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the convenants,
conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have
quiet possession and quiet enjoyment of he Premises during the term hereof.

39. Options. If Lessee is granted an option, as defined below, then the following provisions shall apply.

39.1 Definition. "Option" shall mean: (a) the right to extend the term or renew this Lease or to extend or renew
any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the
Premises or other property of Lessor; (c) the right to purchase or the right of first refusal to purchase the
Premises or other property of Lessor.

39.2 Options Personal to Original Lease. Any option granted to Lessee in this Lease is personal to the original
Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original
Lessee is in full possession of the Premises and , if requested by Lessor, with Lessee certifying that Lessee has no
intention of thereafter assigning or subletting.

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later
Option cannot be exercised unless the prior Options have been validly exercised.

39.4 Effect of Default on Options.

(a) Lessee shall have no right to exercise Option: (i) during the period commencing with the giving of any notice of
Default and continuing until said Default is cured, (ii) during the period of time any Rent is unpaid (without regard
to whether notice thereof is given Lessee) , (iii) during the time Lessee is in Breach of this Lease, or (iv) in the
event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured,
during the 12 month period immediately preceding the exercise of the Option.

(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of
Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a).

(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely
exercise of the Option, if, after such exercise and prior to the commencement of the extended term, (i) Lessee
fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give
notice thereof), (ii) Lessor gives to Lessee 3 or more notices of separate Default during any 12 months period,
whether or not the Defaults are cured, or (iii) if Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include
the cost of guard service or other security measures, and that Lessor shall have no obligation whasoever to
provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees
and their property from the acts of third parties.

41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements,
rights and dedications that Lessor deems necessary, (ii) to cause the recordation or parcel maps and restrictions,
and
(iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions
and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign
any documents reasonably requested by Lessor to effectuate such rights.

42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid
by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a
voluntary payment and there shall survive the right on the part of said Party to instate suit for recovery for such
sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any
part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to
pay.

43. Authority. If either Party hereto is a corporation,, trust, limited liability company, partnership, or similar entity,
each individual executing this lease on behalf of such entity represents and warrants that he or she is duly
authorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after request, deliver to
the other party satisfactory evidence of such authority.
44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten
provisions shall be controlled by the typewritten or handwritten provisions.

45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall
be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and
delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the
modification. As long as they do not materially change Lease's obligations hereunder, Lessee agrees to make
such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in
connection with the obtaining of normal financing or refinancing of the Premises.

47. Multiple Parties. If more than one person or entity is named herein as either Lessor or Lessee, such multiple
Parties shall have joint and several responsibility to comply with the terms of this Lease.

48. Waiver of Jury Trial. The Parties hereby waive their respective rights to trial by jury in any action or
proceeding involving the Property or arising out of this Agreement.

49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbitration of all
disputes between the Parties and/or Brokers arising out of this lease ( ) is (x) is not attached to this Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW
THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR
AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE, BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,
COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF
THE PREMISES FOR THE LESSEE'S INTENDED USE.
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,
CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED COMPLETELY WITH THE
LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The parties hereto have executed
this Lease at the place and dates specified above their respective signatures.

Executed at:                                                 Executed at:
               -----------------------------                                ----------------------------------

By LESSOR:                                                             By LESSEE:
Gerald and Pete Carpino as individuals                       Scott Swendener and Donald Dallape dba Execute
------------------------------------------                   -----------------------------------------------
                                                             Sports
                                                             -----------------------------------------------


By: /s/ Pete Carpino                                         By: /s/ Donald Dallape
    --------------------------------------                       -------------------------------------------
Name Printed: Mr. Pete Carpino                               Name Printed: Donald Dallape
              ----------------------------                                 ---------------------------------
Title:                                                                 Title: Partner
       -----------------------------------                                    ------------------------------


By: /s/ Gerald A. Carpino                                              By: /s/ Scott Swendener
    --------------------------------------                                 ---------------------------------
Name Printed: Mr. Gerald A. Carpino                          Name Printed: Scott Swendener
             -----------------------------                                 ---------------------------------

Title:                                                                   Title:
         -----------------------------------                                      ------------------------------


Telephone:                                                             Telephone: 949-589-9968
             -------------------------------                                      --------------------------
Facsimile:                                                             Facsimile: 949-589-1722
           -------------------------------                                        --------------------------
Federal ID No. 33-0909456                                    Federal ID No. 30-0038070
               ---------------------------                                  --------------------------------




These forms are often modified to meet changing requirements of law and needs of the industry. Always write or
call to make sure you are utilizing the most current form: American Industrial Real Estate Association, 700 Flower
Street, Suite 600, Los Angeles, CA 90017. (213) 687-8777.

(C) Copyright 1988 By American Industrial Real Estate Association. All rights reserved
Exhibit 10.9

                               EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into as of the

8th Day of April, 2005 (the "Commencement Date"), by and between

Execute Sports, Inc. (the "Company"), and

Don Dallape , an individual ("Employee").

WITNESSETH: WHEREAS, the Company under the name Execute Sports, Inc. (such activities, together with
all other activities of the Company and its subsidiaries, if any, as conducted at or prior to the termination of this
Employment Agreement, and any future activities reasonably related thereto which are contemplated by the
Company and/or its subsidiaries at the termination of this Employment Agreement identified in writing by the
Company to Employee at the date of such termination, are hereinafter referred to as the "Business Activities");

WHEREAS, the Company desires to employ Employee upon the terms and subject to the terms and conditions
set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein
contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment with
the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.

TERM OF EMPLOYMENT. The term of employment of Employee by the Company pursuant to this
Employment agreement shall be for the period (the "Employment Period") commencing on the Commencement
Date and ending on the two year anniversary of the Commencement Date, or such earlier date that Employee's
employment is terminated in accordance with the provisions of this Employment Agreement; provided however,
that the Employment Period shall automatically be extended for a successive one year period, with Employee's
written consent, unless the Company gives Employee thirty (30) days written notice prior to the end of such year
that it does not intend to extend the term of the Employment Period.

CAPACITY AND DUTIES. Employee is and shall be employed in the capacity of President and CEO of the
Company and its subsidiaries and shall have such other duties, responsibilities and authorities as are assigned to
him by the Board of Directors so long as such additional duties, responsibilities and authorities are consistent with
Employee's position and level of authority as President and CEO of the Company. Subject to the advice and
general directions of the Board of Directors, and except as otherwise herein provided, Employee shall devote
substantially all of his business time, best efforts and attention to promote and advance the business of the
Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities and obligations
of Employee to be performed by him under this Employment Agreement. Employee's duties shall include all of
those duties being performed by Employee as of the date hereof.
PLACE OF EMPLOYMENT. Employee's principal place of work shall be the corporate headquarters of the
Company, currently located in San Clemente, California, provided that the location of the Company and its
offices may be moved from time to time in the discretion of the Board of Directors.

COMPENSATION. During the Employment Period, subject to all the terms and conditions of this Employment
Agreement and as compensation for all services to be rendered by Employee under this Employment Agreement,
the Company shall pay to or provide Employee with the following:

1. BASE SALARY. The Company shall pay to employee a base annual salary at the rate of $US Seventy Two
Thousand ($132,000.00) dollars per annum, payable at such intervals (at least monthly) as salaries are paid
generally to other employees of the Company.

(a) CASH BONUS. At the Board's discretion, and based upon quarterly performance review by the Chief
Executive Officer and the Board, Employee shall be eligible to receive a bonus at the end of first year of
employment, to be paid within five business days one year after the Commencement Date.

2. STOCK. Effective upon the Commencement Date, Employee will be granted Two Million, Five Hundred
Thousand (2,500,000) shares of the Company's restricted Common Stock pursuant to Rule 144. In the event of
an Approved Transaction or Control Purchase of Execute Sports, Inc., Employee will have the right for any and
all options held by Employee to vest immediately, both upon the closing of such a Transaction or Purchase.

(a) CLAWBACK. If Employee engages in conduct which constitutes a basis for termination WITH CAUSE by
the Company, Employee agrees that any stock options granted by the Company shall be rescinded and, upon
demand by the Company, shall be confirmed as having been rescinded. Employee and the Company agree that
this provision is subject to specific performance and gives rise to injunctive relief.

3. VACATION AND OTHER BENEFITS. Employee shall be entitled to three (3) weeks vacation during each
calendar year. Vacation days not used during the calendar year may not be carried into subsequent years.

(a) Health Plan. Company shall underwrite a mutually agreed upon health benefits plan for Employee that
Employee is responsible for administrating.

EXPENSES. The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses
including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred
by him in connection with his employment hereunder in accordance with the written policy and guidelines
established by the Company for employee reimbursement, provided, however, Employee shall render to the
Company a complete and accurate accounting of all such expenses in accordance with the substantiation
requirements of the Internal Revenue Code, as amended (the "Code"), as a condition precedent to such
reimbursement.
ADHERENCE TO STANDARDS. Employee shall comply with the written policies, standards, rules and
regulations of the Company from time to time established for all executive officers of the Company consistent with
Employee's position and level of authority.

REVIEW OF PERFORMANCE. The Board of Directors shall periodically review and evaluate the
performance of Employee under this Employment Agreement with Employee.

TERMINATION WITH CAUSE BY THE COMPANY. This Employment Agreement may be terminated with
Cause (as hereinafter defined) by the Company provided that the Company shall:

1. Give Employee the Notice of Termination (as hereinafter defined) and

2. Pay Employee his annual base salary through the Date of Termination (as hereinafter defined) at the rate in
effect at the time the Notice of Termination is given plus any bonus or incentive compensation which has been
earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Date of
Termination, but which have not yet been paid.

TERMINATION WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY
EMPLOYEE. This
Employment Agreement may be terminated by the Company:

1. At the end of the Term of Employment,

2. During the Term of Employment without cause as hereinafter defined, or

3. By reason of the death or Disability Reason (as hereinafter defined) provided that the Company shall continue
to pay to Employee (or the estate of Employee in the event of termination due to the death of employee) the
compensation and other benefits described in the Section entitled Compensation of this Employment Agreement,
except for annual cash bonuses or incentive compensation for six (6) months from the Date of Termination.
Employee's right to terminate his employment for Good Reason shall not be affected by his incapacity due to
physical or mental illness. In the event of termination by the Company by reason of Employee's death or
Disability, medical, hospitalization or disability benefits coverage comparable to that provided by the company
during Employee's lifetime shall be provided to Employee, his spouse and dependents for six (6) months from the
Date of Termination, and for six (6) months from the Date of Termination with respect to medical and
hospitalization benefits for the Employee and his family. The benefits provided under this Section shall be no less
favorable to Employee in terms of amounts, deductibles and costs to him, if any, than such benefits provided by
the Company to him and shall not be interpreted so as to limit any benefits to which Employee, as a terminated
employee of the Company, or his family may be entitled under the Company's life insurance, medical,
hospitalization or disability plans following his Date of Termination or under applicable law.

In the event of Termination by the Employee for Good Reason, the Company shall continue to pay to Employee
the compensation and other benefits described in the
Section entitled Compensation of this Employment Agreement, except for annual cash bonuses or incentive
compensation for two (2) months from the Date of Termination, and shall continue to provide medical,
hospitalization or disability benefits coverage to Employee, his spouse and dependents for two (2) months from
the Date of Termination.

In the event that within a period of one (1) year(s) of a Change in Control, this Employment Agreement is
terminated by the Company for any reason other than for cause (or the Company gives notice that it is not
renewing the Employment Agreement pursuant to the Section entitled Term Of Employment), the Company shall
continue to pay to Employee the compensation and other benefits described in the Section entitled Compensation
of this Employment Agreement, except for annual cash bonuses or incentive compensation for six (6) months
from the Date of Termination, and shall continue to provide medical, hospitalization or disability benefits coverage
to Employee, his spouse and dependents for a period of six (6) months from the Date of Termination.
DEFINITIONS. In addition to the words and terms elsewhere defined in this Employment Agreement, certain
capitalized words and terms used in this Employment Agreement shall have the meanings given to them by the
definitions and descriptions in this Section entitled Definitions unless the context or use indicates another or
different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of
any of the capitalized words and terms herein defined. The following words and terms are defined terms under
this Employment Agreement:

1. "Disability" shall mean a physical or mental illness which, in the judgment of the company after consultation with
the licensed physician attending Employee, impairs Employee's ability to substantially perform his duties under this
Employment Agreement as an employee and as a result of which he shall have been absent from his duties with
the Company on a full-time basis for one (1) entire month.

2. A termination with "Cause" shall mean a termination of this Employment Agreement by reason of a good faith
determination by the Board that Employee:

(a) Failed to substantially perform his duties with this Company (other than a failure resulting from his incapacity
due to physical or mental illness) after a written demand for substantial performance has been delivered to him by
the Board, which demand specifically identifies the manner in which the Board believes he has not substantially
performed his duties;

(b) Has engaged in conduct the consequences of which are materially adverse to the company, monetarily or
otherwise; or

(c) Has materially breached the terms of this Employment Agreement. No act, or failure to act, on Employee's
part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith
or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of
the Company. Employee shall not be deemed to have been terminated with cause unless there shall have been
delivered to Employee a letter setting forth the reasons for the Company's termination of the Employee with
cause.

3. "Good Reason" shall mean the occurrence of any of the following events without Employee's prior express
written consent:

(a) Any material change in Employee's status, title, authorities or responsibilities under this Employment
Agreement which represents a demotion from such status, title, position or responsibilities which are materially
inconsistent with his status, title, position or work responsibilities set forth in this Employment Agreement, or any
removal of Employee from, or failure to appoint, elect, reappoint or reelect Employee to, any of such positions,
except in connection with the termination of his employment with Cause, or as a result of his death or Disability,
provided, however, that no change in title, authorities or responsibilities customarily attributable solely to the
Company ceasing to be a publicly traded corporation shall constitute Good Reason hereunder;

(b) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which
Employee participates, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to the failure to continue such plan, or the failure by the Company to continue
Employee's participation therein, or any action by the Company which would directly or indirectly materially
reduce his participation therein or reward opportunities thereunder; provided, however, that Employee continues
to meet all eligibility requirements thereof;
(c) The failure by the Company to continue in effect any employee benefit plan (including any medical,
hospitalization, life insurance or disability benefit plan in which Employee participates), or any material fringe
benefit or prerequisite enjoyed by him unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to the failure to continue such plan, or the failure by the Company to
continue Employee's participation therein, or any action by the Company which would directly or indirectly
materially reduce his participation therein or reward opportunities thereunder, or the failure by the Company to
provide him with the benefits to which he is entitled under this Employment Agreement; provided, however, that
Employee continues to meet all eligibility requirements thereof;

(d) Any other material breach by the Company of any provision of this Employment Agreement;

(e) The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company
to assume and agree to perform this Employment Agreement, as contemplated in the Section entitled
Indemnification Agreement hereof;

(f) Any purported termination of employee's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of this Employment Agreement; and for purposes of this Employment
Agreement, no such purported termination shall be effective; or

(g) Any Change of Control (as defined herein) of the Company.

4. Change of Control. "Change of Control" shall be deemed to have occurred when:

(a) Securities of the Company representing 50% or more of the combined voting power of the Company's then
outstanding voting securities are acquired pursuant to a tender offer or an exchange offer by a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates;

(b) A merger or consolidation is consummated in which the Company is a constituent corporation and which
results in less than 50% of the outstanding voting securities of the surviving or resulting entity being owned by the
then existing stockholders of the Company;

(c) A sale is consummated by the Company of substantially all of the Company's assets to a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates; or

(d) During any period of two consecutive years, individuals who, at the beginning of such period, constituted the
Board cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election
for each new director was approved by the vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

5. Notice of Termination. "Notice of Termination" shall mean a written notice which shall indicate the specified
termination provision in this Employment Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Employee's employment under the provision so
indicated; provided, however, no such purported termination shall be effective without such Notice of
Termination; provided further, however, any purported termination by the Company or by Employee shall be
communicated by a Notice of Termination to the other party hereto in accordance with the Section entitled
Notices of this Employment Agreement.

6. Date of Termination. "Date of Termination" shall mean the date specified in the Notice of Termination (which,
in the case of a termination pursuant to the
Section entitled Termination Without Cause By The Company Or For Good Reason By Employee of this
Employment Agreement shall not be less than sixty (60) days, and in the case of a termination pursuant to this
Section, entitled Definitions, of this Employment Agreement shall not be more than sixty (60) days, from the date
such Notice of Termination is given); provided, however, that if within thirty (30) days after any Notice of
Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date finally determined by either mutual written
agreement of the parties or by the final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefrom having expired and no appeal having been taken).
FEES AND EXPENSES. The Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by Employee as a result of a contest or dispute over Employee's
termination of employment if such contest or dispute is resolved in Employee's favor.

NOTICES. For the purposes of this Employment Agreement, notices and all other communications provided for
in the Employment Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier
with established national reputation, shipping prepaid or billed to sender, in either case addressed to the
respective addresses last given by each party to the other (provided that all notices to the Company shall be
directed to the attention of the Chairman with a copy to the Secretary of the Company) or to such other address
as either party may have furnished to the other in writing in accordance herewith. All notices and communication
shall be deemed to have been received on the date of delivery thereof, or on the second day after deposit thereof
with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

o Company at: 1284 Puerta Del Sol, San Clemente, CA 92672

o Employee at: _________________________________________

LIFE INSURANCE. The Company may, at any time after the execution of this Employment Agreement, apply
for and procure as owner and for its own benefit, life insurance on Employee, in such amounts and in such form
or forms as the Company may determine. Employee shall, at the request of the Company, submit to such medical
examinations, supply such information, and execute such documents as may be required by the insurance
company or companies to whom the Company has applied for such insurance. Employee hereby represents that
to his knowledge he is in excellent physical and mental condition and is not under the influence of alcohol, drugs
or similar substance.

PRIOR EMPLOYMENT AGREEMENTS. Employee represents and warrants that Employee's performance of
all the terms of this Employment Agreement and as an employee of the Company does not, and will not, breach
any employment agreement, arrangement or understanding or any agreement, arrangement or understanding to
keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee's
employment by the Company. Employee has not entered into, and shall not enter into, any agreement,
arrangement or understanding, either written or oral, which is in conflict with this Employment Agreement or
which would be violated by Employee entering into, or carrying out his obligations under, this Employment
Agreement.

PROPRIETARY INFORMATION AND INVENTIONS. Employee understands and acknowledges that:

1. During the term of the Employee's employment under this agreement, the Employee shall not, directly or
indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker,
partner, individual proprietor, lender, consultant, or otherwise), either individually or in or through any person
(whether a corporation, partnership, association, or other entity) which engages, anywhere in the United States, in
a business which is conducted by the Company on the date of termination of his/her employment, except that
he/she may be employed by an affiliate of the Company and hold not more than 2% of the outstanding securities
of any class of any publicly held company which is competitive with the business of the Company.
2. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as
required by law), or use in any manner, any information acquired by the Employee during his/her employment by
the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the
Company's operations or affairs unless such information has become public knowledge other than by reason of
actions, direct or indirect, of the Employee. Information subject to the provisions of this paragraph shall include,
without limitation:

(a) Procedures for computer access and passwords of the Company's clients and customers, program manuals,
user manuals, or other documentation, run books, screen, file, or database layouts, systems flowcharts, and all
documentation normally related to the design or implementation of any computer programs developed by the
Company relating to computer programs or systems installed either for customers or for internal use;

(b) Lists of present clients and customers and the names of individuals at each client or customer location with
whom the Company deals, the type of equipment or computer software they purchase or use, and information
relating to those clients and customers which has been given to the Company by them or developed by the
Company, relating to computer programs or systems installed;

(c) Lists of or information about personnel seeking employment with or who are employed by the Company;

(d) Prospect lists for actual or potential clients and customers of the Company and contact persons at such actual
or potential clients and customers;

(e) Any other information relating to the Company's research, development, inventions, purchasing, engineering,
marketing, merchandising, and selling.

3. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or for a period of one (1) year thereafter or for six (6) months following the Termination Date if this
Employment Agreement is terminated by the Company other than with Cause or by the Employee for Good
Reason;

(a) Solicit, directly or indirectly, the services of any person who was a full-time employee of the Company, its
subsidiaries, divisions, or affiliates, or solicit the business of any person who was a client or customer of the
Company, its subsidiaries, divisions, or affiliates, in each case at any time during the past year of the term of the
Employee's employment under this Agreement. For purposes of this Agreement, the term "person" shall include
natural persons, corporations, business trusts, associations, sole proprietorships, unincorporated organizations,
partnerships, joint ventures, and governments, or any agencies, instrumentalities, or political subdivisions thereof.

(b) Induce employees of the Company to terminate their employment with the Company or engage in any
Competitive Business in the United States; provided, however, that the ownership of the outstanding capital stock
of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market or
the ownership and/or operation of a franchise under a franchise agreement with the Company shall not be
deemed engaging any Competitive Business. "Competitive Business" shall mean any other business that is the
same as or similar to the Company concept as it exists on the date of this Employment Agreement or on the
Termination Date.
4. All memoranda, notes, records, or other documents made or composed by the Employee, or made available
to him during the term of this Agreement concerning or in any way relating to the business or affairs of the
Company, its subsidiaries, divisions, affiliates, or clients shall be the Company's property and shall be delivered to
the Company on the termination of this Agreement or at any other time at the request of the Company.

5.

(a) The Employee hereby assigns and agrees to assign to the Company all his rights to and title and interest to all
Inventions, and to applications for United States and foreign patents and United States and foreign patents
granted upon such Inventions and to all copyrightable material or other works related thereto.

(b) The Employee agrees for himself and his heirs, personal representatives, successors, and assigns, upon
request of the Company, to at all times do such acts, such as giving testimony in support of the Employee's
inventorship, and to execute and deliver promptly to the Company such papers, instruments, and documents,
without expense to him, as from time to time may be necessary or useful in the Company's opinion to apply for,
secure, maintain, reissue, extend, or defend the Company's worldwide rights in the Inventions or in any or all
United States patents and in any or all patents in any country foreign to the United States, so as to secure to the
Company the full benefits of the Inventions or discoveries and otherwise to carry into full force and effect the text
and the intent of the assignment set out in this Section, Proprietary Information And Inventions.

(c) Notwithstanding any provision of this Agreement to the contrary, the Company shall have the royalty-free
right to use in its business, and to make, have made, use, and sell products, processes, and services to make,
have made, use, and sell products, processes, and services derived from any inventions, discoveries, concepts,
and ideas, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques,
as well as improvements thereof and know-how related thereto, that are not inventions as defined herein, but
which are made or conceived by the Employee during his employment by the Company or with the use or
assistance of the Company's facilities, materials, or personnel. If the Company determines that it has no present
or future interest in any invention or discovery made by the Employee under this paragraph, the Company shall
release such invention or discovery to the Employee within Sixty (60) days after the Employee's notice in writing
is received by the Company requesting such release. If the Company determines that it does or may in the future
have an interest in any such invention or discovery, such information will be communicated to the Employee within
the 60-day period described above.

(d) For purposes of this Section, Proprietary Information And Inventions, "Inventions" means inventions,
discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, processes, methods,
formulas, and techniques, as well as improvements thereof or know-how related thereto, concerning any present
or prospective activities of the Company with which the Employee becomes acquainted as a result of her
employment by the Company.

6. The Employee acknowledges that the agreements provided in this Section, Proprietary Information And
Inventions, were an inducement to the Company entering into this Agreement and that the remedy at law for
breach of Employee's covenants under this Section, Proprietary Information And Inventions, will be inadequate
and, accordingly, in the event of any breach or threatened breach by the Employee of any provision of this
Section, Proprietary Information And Inventions, the Company shall be entitled, in addition to all other remedies,
to an injunction restraining any such breach.
TRUST. Employee's employment creates a relationship of confidence and trust between Employee and the
Company with respect to certain information applicable to the business of the Company, its subsidiaries, if any,
(collectively, the "Group") or applicable to the business of any franchisee, vendor or customer of any of the
Group, which may be made known to Employee by the Group or by any franchisee, vendor or customer of any
of the Group or learned by Employee during the employment Period.

REMEDIES. Employee acknowledges and agrees that the Company's remedy at law for a breach or a
threatened breach of the provisions herein would be inadequate, and in recognition of this Fact, in the event of a
breach or threatened breach by Employee of any of the provisions of this Employment Agreement, it is agreed
that the Company shall be entitled to, equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which may then be available, without
posting bond or other security. Employee acknowledges that the granting of a temporary injunction, a temporary
restraining order or other permanent injunction merely prohibiting Employee from engaging in any Business
Activities would not be an adequate remedy upon breach or threatened breach of this Employment Agreement,
and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting
Employee from engaging in any activities prohibited by this Employment Agreement. No remedy herein conferred
is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be
in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or
otherwise.

SUCCESSIVE EMPLOYMENT NOTICE. Within five (5) business days after the Termination Date, Employee
shall provide notice to the Company of Employee's next intended employment. If such employment is not known
by employee at such date, Employee shall notify the Company immediately upon determination of such
information. Employee shall continue to provide the company with notice of employee's place and nature of
employment and any change in place or nature of employment during the period ending:

1. Two (2) years after the Termination Date if this Employment Agreement is terminated by the Company for
Cause or by the Employee other than for Good Reason or

2. Six (6) months after the Termination Date if this Employment Agreement is terminated by the company other
than for Cause or by the Employee for Good Reason.

Failure of Employee to provide the company with such information in an accurate and timely fashion shall be
deemed to be a breach of this Employment Agreement and shall entitle the Company to all remedies provided for
in this Employment Agreement as a result of such breach.

SUCCESSORS. This Employment Agreement shall be binding on the Company and any successor to any of its
businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to
require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this
Employment Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. As used in this Employment Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor or assign to its business and/or
assets as aforesaid which assumes and agrees to perform this Employment Agreement or which is otherwise
obligated under this Agreement by the first sentence of this Section, entitled Successors, by operation of law or
otherwise.
INDEMNIFICATION AGREEMENT. Upon the execution of this Employment Agreement, the Company and
employee shall each execute and deliver to the other an Indemnification Agreement dated as of the date hereof.

BINDING EFFECT. This Employment Agreement shall inure to the benefit of and be enforceable by Employee's
personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Employee should die while any amounts would still be payable to him hereunder if he had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Employment Agreement to Employee's estate.

MODIFICATION AND WAIVER. No provision of this Employment Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such
officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or provision of this Employment
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

HEADINGS. Headings used in this Agreement are for convenience only and shall not be used to interpret or
construe its provisions.

WAIVER OF BREACH. The waiver of either the Company or Employee of a breach of any provision of this
Employment Agreement shall not operate or be construed as a waiver of any subsequent breach by either the
Company or Employee.

AMENDMENTS. No amendments or variations of the terms and conditions of this Employment Agreement shall
be valid unless the same is in writing and signed by all of the parties hereto.

SEVERABILITY. The invalidity or unenforceability of any provision of this Employment Agreement, whether in
whole or in part, shall not in any way affect the validity and/or enforceability of any other provision contained
herein. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or
unenforceability. It is expressly understood and agreed that while the Company and Employee consider the
restrictions contained in this Employment Agreement reasonable for the purpose of preserving for the Company
the good will, other proprietary rights and intangible business value of the Company, if a final judicial
determination is made by a court having jurisdiction that the time or territory or any other restriction contained in
this Employment Agreement is an unreasonable or otherwise unenforceable restriction against Employee, the
provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time
and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

GOVERNING LAW. This Employment Agreement shall be construed and enforced pursuant to the laws of the
State of California.
ARBITRATION. Any controversy or claim arising out of or relating to this Employment Agreement or any
transactions provided for herein, or the breach thereof, other than a claim for injunctive relief shall be settled by
arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association (the
"Rules") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in
such proceedings shall be kept to the minimum level of formality that is consistent with the Rules. One arbitrator
shall be named by the Company, a second shall be named by Employee and the third arbitrator shall be named
by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be
named by the American Arbitration Association. Arbitration shall occur in San Diego, California or such other
location agreed to by the Company and Employee. The award made by all or a majority of the panel of
arbitrators shall be final and binding, and judgment may be entered in any court of law having competent
jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided
in Title 9 of the United States Code. The prevailing party shall be entitled to an award of pre- and post-award
interest as well as reasonable attorneys' fees incurred in connection with the arbitration and any judicial
proceedings related thereto.

EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive
officer" of the Company for purposes of the Securities Act of 1993, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all
the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent
manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act,
Employee shall provide to the Company such information about Employee as the Company shall reasonably
request including, but not limited to, information relating to personal history and stockholdings. Employee shall
report to the General Counsel of the Company or other designated officer of the Company all changes in
beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by
Employee and/or any members of Employee's immediate family.

PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: (1) words
of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, (2)
words in the singular shall mean and include the plural and vice versa, and (3) the word "may" gives sole
discretion without any obligation to take any action.

COUNTERPARTS. This Employment Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one document.

EXHIBITS. Any Exhibits attached hereto are incorporated herein by reference and are an integral part of this
Employment Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and the
Employee as of the date first above written.

EMPLOYEE

By: _____________________________________ Date: ____________

Name/Title: Don Dallape/President

EXECUTE SPORTS, INC.

Accepted by: ___________________________________

Name/Title: Todd M. Pitcher/Director Date:____________
Exhibit 10.10

                               EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into as of the

8th Day of April, 2005 (the "Commencement Date"), by and between

Execute Sports, Inc. (the "Company"), and

Scott Swendener, an individual ("Employee").

WITNESSETH: WHEREAS, the Company under the name Execute Sports, Inc. (such activities, together with
all other activities of the Company and its subsidiaries, if any, as conducted at or prior to the termination of this
Employment Agreement, and any future activities reasonably related thereto which are contemplated by the
Company and/or its subsidiaries at the termination of this Employment Agreement identified in writing by the
Company to Employee at the date of such termination, are hereinafter referred to as the "Business Activities");

WHEREAS, the Company desires to employ Employee upon the terms and subject to the terms and conditions
set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein
contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment with
the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.

TERM OF EMPLOYMENT. The term of employment of Employee by the Company pursuant to this
Employment agreement shall be for the period (the "Employment Period") commencing on the Commencement
Date and ending on the two year anniversary of the Commencement Date, or such earlier date that Employee's
employment is terminated in accordance with the provisions of this Employment Agreement; provided however,
that the Employment Period shall automatically be extended for a successive one year period, with Employee's
written consent, unless the Company gives Employee thirty (30) days written notice prior to the end of such year
that it does not intend to extend the term of the Employment Period.

CAPACITY AND DUTIES. Employee is and shall be employed in the capacity of Vice President of Production
of the Company and its subsidiaries and shall have such other duties, responsibilities and authorities as are
assigned to him by the Board of Directors so long as such additional duties, responsibilities and authorities are
consistent with Employee's position and level of authority as Vice President of Production of the Company.
Subject to the advice and general directions of the Board of Directors, and except as otherwise herein provided,
Employee shall devote substantially all of his business time, best efforts and attention to promote and advance the
business of the Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities
and obligations of Employee to be performed by him under this Employment Agreement. Employee's duties shall
include all of those duties being performed by Employee as of the date hereof.
PLACE OF EMPLOYMENT. Employee's principal place of work shall be the corporate headquarters of the
Company, currently located in San Clemente, California, provided that the location of the Company and its
offices may be moved from time to time in the discretion of the Board of Directors.

COMPENSATION. During the Employment Period, subject to all the terms and conditions of this Employment
Agreement and as compensation for all services to be rendered by Employee under this Employment Agreement,
the Company shall pay to or provide Employee with the following:

1. BASE SALARY. The Company shall pay to employee a base annual salary at the rate of $US Seventy Two
Thousand ($72,000.00) dollars per annum, payable at such intervals (at least monthly) as salaries are paid
generally to other employees of the Company.

(b) CASH BONUS. At the Board's discretion, and based upon quarterly performance review by the Chief
Executive Officer and the Board, Employee shall be eligible to receive a bonus at the end of first year of
employment, to be paid within five business days one year after the Commencement Date.

2. STOCK. Effective upon the Commencement Date, Employee will be granted Two Million, Five Hundred
Thousand (2,500,000) shares of the Company's restricted Common Stock. In the event of an Approved
Transaction or Control Purchase of Execute Sports, Inc., Employee will have the right for any and all options
held by Employee to vest immediately, both upon the closing of such a Transaction or Purchase.

(a) CLAWBACK. If Employee engages in conduct which constitutes a basis for termination WITH CAUSE by
the Company, Employee agrees that any stock options granted by the Company shall be rescinded and, upon
demand by the Company, shall be confirmed as having been rescinded. Employee and the Company agree that
this provision is subject to specific performance and gives rise to injunctive relief.

3. VACATION AND OTHER BENEFITS. Employee shall be entitled to three (3) weeks vacation during each
calendar year. Vacation days not used during the calendar year may not be carried into subsequent years.

(a) Health Plan. Company shall underwrite a mutually agreed upon health benefits plan for Employee that
Employee is responsible for administrating.

EXPENSES. The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses
including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred
by him in connection with his employment hereunder in accordance with the written policy and guidelines
established by the Company for employee reimbursement, provided, however, Employee shall render to the
Company a complete and accurate accounting of all such expenses in accordance with the substantiation
requirements of the Internal Revenue Code, as amended (the "Code"), as a condition precedent to such
reimbursement.
ADHERENCE TO STANDARDS. Employee shall comply with the written policies, standards, rules and
regulations of the Company from time to time established for all executive officers of the Company consistent with
Employee's position and level of authority.

REVIEW OF PERFORMANCE. The Board of Directors shall periodically review and evaluate the
performance of Employee under this Employment Agreement with Employee.

TERMINATION WITH CAUSE BY THE COMPANY. This Employment Agreement may be terminated with
Cause (as hereinafter defined) by the Company provided that the Company shall:

1. Give Employee the Notice of Termination (as hereinafter defined) and

2. Pay Employee his annual base salary through the Date of Termination (as hereinafter defined) at the rate in
effect at the time the Notice of Termination is given plus any bonus or incentive compensation which has been
earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Date of
Termination, but which have not yet been paid.

TERMINATION WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY
EMPLOYEE. This
Employment Agreement may be terminated by the Company:

1. At the end of the Term of Employment,

2. During the Term of Employment without cause as hereinafter defined, or

3. By reason of the death or Disability Reason (as hereinafter defined) provided that the Company shall continue
to pay to Employee (or the estate of Employee in the event of termination due to the death of employee) the
compensation and other benefits described in the Section entitled Compensation of this Employment Agreement,
except for annual cash bonuses or incentive compensation for six (6) months from the Date of Termination.
Employee's right to terminate his employment for Good Reason shall not be affected by his incapacity due to
physical or mental illness. In the event of termination by the Company by reason of Employee's death or
Disability, medical, hospitalization or disability benefits coverage comparable to that provided by the company
during Employee's lifetime shall be provided to Employee, his spouse and dependents for six (6) months from the
Date of Termination, and for six (6) months from the Date of Termination with respect to medical and
hospitalization benefits for the Employee and his family. The benefits provided under this Section shall be no less
favorable to Employee in terms of amounts, deductibles and costs to him, if any, than such benefits provided by
the Company to him and shall not be interpreted so as to limit any benefits to which Employee, as a terminated
employee of the Company, or his family may be entitled under the Company's life insurance, medical,
hospitalization or disability plans following his Date of Termination or under applicable law.

In the event of Termination by the Employee for Good Reason, the Company shall continue to pay to Employee
the compensation and other benefits described in the
Section entitled Compensation of this Employment Agreement, except for annual cash bonuses or incentive
compensation for two (2) months from the Date of Termination, and shall continue to provide medical,
hospitalization or disability benefits coverage to Employee, his spouse and dependents for two (2) months from
the Date of Termination.

In the event that within a period of one (1) year(s) of a Change in Control, this Employment Agreement is
terminated by the Company for any reason other than for cause (or the Company gives notice that it is not
renewing the Employment Agreement pursuant to the Section entitled Term Of Employment), the Company shall
continue to pay to Employee the compensation and other benefits described in the Section entitled Compensation
of this Employment Agreement, except for annual cash bonuses or incentive compensation for six (6) months
from the Date of Termination, and shall continue to provide medical, hospitalization or disability benefits coverage
to Employee, his spouse and dependents for a period of six (6) months from the Date of Termination.
DEFINITIONS. In addition to the words and terms elsewhere defined in this Employment Agreement, certain
capitalized words and terms used in this Employment Agreement shall have the meanings given to them by the
definitions and descriptions in this Section entitled Definitions unless the context or use indicates another or
different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of
any of the capitalized words and terms herein defined. The following words and terms are defined terms under
this Employment Agreement:

1. "Disability" shall mean a physical or mental illness which, in the judgment of the company after consultation with
the licensed physician attending Employee, impairs Employee's ability to substantially perform his duties under this
Employment Agreement as an employee and as a result of which he shall have been absent from his duties with
the Company on a full-time basis for one (1) entire month.

2. A termination with "Cause" shall mean a termination of this Employment Agreement by reason of a good faith
determination by the Board that Employee:
(a) Failed to substantially perform his duties with this Company (other than a failure resulting from his incapacity
due to physical or mental illness) after a written demand for substantial performance has been delivered to him by
the Board, which demand specifically identifies the manner in which the Board believes he has not substantially
performed his duties; (b) Has engaged in conduct the consequences of which are materially adverse to the
company, monetarily or otherwise; or (c) Has materially breached the terms of this Employment Agreement. No
act, or failure to act, on Employee's part shall be grounds for termination with Cause unless he has acted or failed
to act with an absence of good faith or without a reasonable belief that his action or failure to act was in or at
least not opposed to the best interests of the Company. Employee shall not be deemed to have been terminated
with cause unless there shall have been delivered to Employee a letter setting forth the reasons for the Company's
termination of the Employee with cause.

3. "Good Reason" shall mean the occurrence of any of the following events without Employee's prior express
written consent:

(a) Any material change in Employee's status, title, authorities or responsibilities under this Employment
Agreement which represents a demotion from such status, title, position or responsibilities which are materially
inconsistent with his status, title, position or work responsibilities set forth in this Employment Agreement, or any
removal of Employee from, or failure to appoint, elect, reappoint or reelect Employee to, any of such positions,
except in connection with the termination of his employment with Cause, or as a result of his death or Disability,
provided, however, that no change in title, authorities or responsibilities customarily attributable solely to the
Company ceasing to be a publicly traded corporation shall constitute Good Reason hereunder;

(b) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which
Employee participates, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to the failure to continue such plan, or the failure by the Company to continue
Employee's participation therein, or any action by the Company which would directly or indirectly materially
reduce his participation therein or reward opportunities thereunder; provided, however, that Employee continues
to meet all eligibility requirements thereof;
(c) The failure by the Company to continue in effect any employee benefit plan (including any medical,
hospitalization, life insurance or disability benefit plan in which Employee participates), or any material fringe
benefit or prerequisite enjoyed by him unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to the failure to continue such plan, or the failure by the Company to
continue Employee's participation therein, or any action by the Company which would directly or indirectly
materially reduce his participation therein or reward opportunities thereunder, or the failure by the Company to
provide him with the benefits to which he is entitled under this Employment Agreement; provided, however, that
Employee continues to meet all eligibility requirements thereof;

(d) Any other material breach by the Company of any provision of this Employment Agreement;

(e) The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company
to assume and agree to perform this Employment Agreement, as contemplated in the Section entitled
Indemnification Agreement hereof;

(f) Any purported termination of employee's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of this Employment Agreement; and for purposes of this Employment
Agreement, no such purported termination shall be effective; or

(g) Any Change of Control (as defined herein) of the Company.

4. Change of Control. "Change of Control" shall be deemed to have occurred when:

(a) Securities of the Company representing 50% or more of the combined voting power of the Company's then
outstanding voting securities are acquired pursuant to a tender offer or an exchange offer by a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates;

(b) A merger or consolidation is consummated in which the Company is a constituent corporation and which
results in less than 50% of the outstanding voting securities of the surviving or resulting entity being owned by the
then existing stockholders of the Company;

(c) A sale is consummated by the Company of substantially all of the Company's assets to a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates; or

(d) During any period of two consecutive years, individuals who, at the beginning of such period, constituted the
Board cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election
for each new director was approved by the vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

5. Notice of Termination. "Notice of Termination" shall mean a written notice which shall indicate the specified
termination provision in this Employment Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Employee's employment under the provision so
indicated; provided, however, no such purported termination shall be effective without such Notice of
Termination; provided further, however, any purported termination by the Company or by Employee shall be
communicated by a Notice of Termination to the other party hereto in accordance with the Section entitled
Notices of this Employment Agreement.

6. Date of Termination. "Date of Termination" shall mean the date specified in the Notice of Termination (which,
in the case of a termination pursuant to the
Section entitled Termination Without Cause By The Company Or For Good Reason By Employee of this
Employment Agreement shall not be less than sixty (60) days, and in the case of a termination pursuant to this
Section, entitled Definitions, of this Employment Agreement shall not be more than sixty (60) days, from the date
such Notice of Termination is given); provided, however, that if within thirty (30) days after any Notice of
Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date finally determined by either mutual written
agreement of the parties or by the final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefrom having expired and no appeal having been taken).
FEES AND EXPENSES. The Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by Employee as a result of a contest or dispute over Employee's
termination of employment if such contest or dispute is resolved in Employee's favor.

NOTICES. For the purposes of this Employment Agreement, notices and all other communications provided for
in the Employment Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier
with established national reputation, shipping prepaid or billed to sender, in either case addressed to the
respective addresses last given by each party to the other (provided that all notices to the Company shall be
directed to the attention of the Chairman with a copy to the Secretary of the Company) or to such other address
as either party may have furnished to the other in writing in accordance herewith. All notices and communication
shall be deemed to have been received on the date of delivery thereof, or on the second day after deposit thereof
with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

|_| Company at: 1284 Puerta Del Sol, San Clemente, CA 92672

|_| Employee at: _________________________________________

LIFE INSURANCE. The Company may, at any time after the execution of this Employment Agreement, apply
for and procure as owner and for its own benefit, life insurance on Employee, in such amounts and in such form
or forms as the Company may determine. Employee shall, at the request of the Company, submit to such medical
examinations, supply such information, and execute such documents as may be required by the insurance
company or companies to whom the Company has applied for such insurance. Employee hereby represents that
to his knowledge he is in excellent physical and mental condition and is not under the influence of alcohol, drugs
or similar substance.

PRIOR EMPLOYMENT AGREEMENTS. Employee represents and warrants that Employee's performance of
all the terms of this Employment Agreement and as an employee of the Company does not, and will not, breach
any employment agreement, arrangement or understanding or any agreement, arrangement or understanding to
keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee's
employment by the Company. Employee has not entered into, and shall not enter into, any agreement,
arrangement or understanding, either written or oral, which is in conflict with this Employment Agreement or
which would be violated by Employee entering into, or carrying out his obligations under, this Employment
Agreement.

PROPRIETARY INFORMATION AND INVENTIONS. Employee understands and acknowledges that:

1. During the term of the Employee's employment under this agreement, the Employee shall not, directly or
indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker,
partner, individual proprietor, lender, consultant, or otherwise), either individually or in or through any person
(whether a corporation, partnership, association, or other entity) which engages, anywhere in the United States, in
a business which is conducted by the Company on the date of termination of his/her employment, except that
he/she may be employed by an affiliate of the Company and hold not more than 2% of the outstanding securities
of any class of any publicly held company which is competitive with the business of the Company.
2. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as
required by law), or use in any manner, any information acquired by the Employee during his/her employment by
the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the
Company's operations or affairs unless such information has become public knowledge other than by reason of
actions, direct or indirect, of the Employee. Information subject to the provisions of this paragraph shall include,
without limitation:

(a) Procedures for computer access and passwords of the Company's clients and customers, program manuals,
user manuals, or other documentation, run books, screen, file, or database layouts, systems flowcharts, and all
documentation normally related to the design or implementation of any computer programs developed by the
Company relating to computer programs or systems installed either for customers or for internal use;

(b) Lists of present clients and customers and the names of individuals at each client or customer location with
whom the Company deals, the type of equipment or computer software they purchase or use, and information
relating to those clients and customers which has been given to the Company by them or developed by the
Company, relating to computer programs or systems installed;

(c) Lists of or information about personnel seeking employment with or who are employed by the Company;

(d) Prospect lists for actual or potential clients and customers of the Company and contact persons at such actual
or potential clients and customers;

(e) Any other information relating to the Company's research, development, inventions, purchasing, engineering,
marketing, merchandising, and selling.

3. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or for a period of one (1) year thereafter or for six (6) months following the Termination Date if this
Employment Agreement is terminated by the Company other than with Cause or by the Employee for Good
Reason;

(a) Solicit, directly or indirectly, the services of any person who was a full-time employee of the Company, its
subsidiaries, divisions, or affiliates, or solicit the business of any person who was a client or customer of the
Company, its subsidiaries, divisions, or affiliates, in each case at any time during the past year of the term of the
Employee's employment under this Agreement. For purposes of this Agreement, the term "person" shall include
natural persons, corporations, business trusts, associations, sole proprietorships, unincorporated organizations,
partnerships, joint ventures, and governments, or any agencies, instrumentalities, or political subdivisions thereof.

(b) Induce employees of the Company to terminate their employment with the Company or engage in any
Competitive Business in the United States; provided, however, that the ownership of the outstanding capital stock
of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market or
the ownership and/or operation of a franchise under a franchise agreement with the Company shall not be
deemed engaging any Competitive Business. "Competitive Business" shall mean any other business that is the
same as or similar to the Company concept as it exists on the date of this Employment Agreement or on the
Termination Date.
4. All memoranda, notes, records, or other documents made or composed by the Employee, or made available
to him during the term of this Agreement concerning or in any way relating to the business or affairs of the
Company, its subsidiaries, divisions, affiliates, or clients shall be the Company's property and shall be delivered to
the Company on the termination of this Agreement or at any other time at the request of the Company.

5.

(a) The Employee hereby assigns and agrees to assign to the Company all his rights to and title and interest to all
Inventions, and to applications for United States and foreign patents and United States and foreign patents
granted upon such Inventions and to all copyrightable material or other works related thereto.

(b) The Employee agrees for himself and his heirs, personal representatives, successors, and assigns, upon
request of the Company, to at all times do such acts, such as giving testimony in support of the Employee's
inventorship, and to execute and deliver promptly to the Company such papers, instruments, and documents,
without expense to him, as from time to time may be necessary or useful in the Company's opinion to apply for,
secure, maintain, reissue, extend, or defend the Company's worldwide rights in the Inventions or in any or all
United States patents and in any or all patents in any country foreign to the United States, so as to secure to the
Company the full benefits of the Inventions or discoveries and otherwise to carry into full force and effect the text
and the intent of the assignment set out in this Section, Proprietary Information And Inventions.

(c) Notwithstanding any provision of this Agreement to the contrary, the Company shall have the royalty-free
right to use in its business, and to make, have made, use, and sell products, processes, and services to make,
have made, use, and sell products, processes, and services derived from any inventions, discoveries, concepts,
and ideas, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques,
as well as improvements thereof and know-how related thereto, that are not inventions as defined herein, but
which are made or conceived by the Employee during his employment by the Company or with the use or
assistance of the Company's facilities, materials, or personnel. If the Company determines that it has no present
or future interest in any invention or discovery made by the Employee under this paragraph, the Company shall
release such invention or discovery to the Employee within Sixty (60) days after the Employee's notice in writing
is received by the Company requesting such release. If the Company determines that it does or may in the future
have an interest in any such invention or discovery, such information will be communicated to the Employee within
the 60-day period described above.

(d) For purposes of this Section, Proprietary Information And Inventions, "Inventions" means inventions,
discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, processes, methods,
formulas, and techniques, as well as improvements thereof or know-how related thereto, concerning any present
or prospective activities of the Company with which the Employee becomes acquainted as a result of her
employment by the Company.

6. The Employee acknowledges that the agreements provided in this Section, Proprietary Information And
Inventions, were an inducement to the Company entering into this Agreement and that the remedy at law for
breach of Employee's covenants under this Section, Proprietary Information And Inventions, will be inadequate
and, accordingly, in the event of any breach or threatened breach by the Employee of any provision of this
Section, Proprietary Information And Inventions, the Company shall be entitled, in addition to all other remedies,
to an injunction restraining any such breach.
TRUST. Employee's employment creates a relationship of confidence and trust between Employee and the
Company with respect to certain information applicable to the business of the Company, its subsidiaries, if any,
(collectively, the "Group") or applicable to the business of any franchisee, vendor or customer of any of the
Group, which may be made known to Employee by the Group or by any franchisee, vendor or customer of any
of the Group or learned by Employee during the employment Period.

REMEDIES. Employee acknowledges and agrees that the Company's remedy at law for a breach or a
threatened breach of the provisions herein would be inadequate, and in recognition of this Fact, in the event of a
breach or threatened breach by Employee of any of the provisions of this Employment Agreement, it is agreed
that the Company shall be entitled to, equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which may then be available, without
posting bond or other security. Employee acknowledges that the granting of a temporary injunction, a temporary
restraining order or other permanent injunction merely prohibiting Employee from engaging in any Business
Activities would not be an adequate remedy upon breach or threatened breach of this Employment Agreement,
and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting
Employee from engaging in any activities prohibited by this Employment Agreement. No remedy herein conferred
is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be
in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or
otherwise.

SUCCESSIVE EMPLOYMENT NOTICE. Within five (5) business days after the Termination Date, Employee
shall provide notice to the Company of Employee's next intended employment. If such employment is not known
by employee at such date, Employee shall notify the Company immediately upon determination of such
information. Employee shall continue to provide the company with notice of employee's place and nature of
employment and any change in place or nature of employment during the period ending:

1. Two (2) years after the Termination Date if this Employment Agreement is terminated by the Company for
Cause or by the Employee other than for Good Reason or

2. Six (6) months after the Termination Date if this Employment Agreement is terminated by the company other
than for Cause or by the Employee for Good Reason.

Failure of Employee to provide the company with such information in an accurate and timely fashion shall be
deemed to be a breach of this Employment Agreement and shall entitle the Company to all remedies provided for
in this Employment Agreement as a result of such breach.

SUCCESSORS. This Employment Agreement shall be binding on the Company and any successor to any of its
businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to
require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this
Employment Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. As used in this Employment Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor or assign to its business and/or
assets as aforesaid which assumes and agrees to perform this Employment Agreement or which is otherwise
obligated under this Agreement by the first sentence of this Section, entitled Successors, by operation of law or
otherwise.
INDEMNIFICATION AGREEMENT. Upon the execution of this Employment Agreement, the Company and
employee shall each execute and deliver to the other an Indemnification Agreement dated as of the date hereof.

BINDING EFFECT. This Employment Agreement shall inure to the benefit of and be enforceable by Employee's
personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Employee should die while any amounts would still be payable to him hereunder if he had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Employment Agreement to Employee's estate.

MODIFICATION AND WAIVER. No provision of this Employment Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such
officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or provision of this Employment
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

HEADINGS. Headings used in this Agreement are for convenience only and shall not be used to interpret or
construe its provisions.

WAIVER OF BREACH. The waiver of either the Company or Employee of a breach of any provision of this
Employment Agreement shall not operate or be construed as a waiver of any subsequent breach by either the
Company or Employee.

AMENDMENTS. No amendments or variations of the terms and conditions of this Employment Agreement shall
be valid unless the same is in writing and signed by all of the parties hereto.

SEVERABILITY. The invalidity or unenforceability of any provision of this Employment Agreement, whether in
whole or in part, shall not in any way affect the validity and/or enforceability of any other provision contained
herein. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or
unenforceability. It is expressly understood and agreed that while the Company and Employee consider the
restrictions contained in this Employment Agreement reasonable for the purpose of preserving for the Company
the good will, other proprietary rights and intangible business value of the Company, if a final judicial
determination is made by a court having jurisdiction that the time or territory or any other restriction contained in
this Employment Agreement is an unreasonable or otherwise unenforceable restriction against Employee, the
provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time
and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

GOVERNING LAW. This Employment Agreement shall be construed and enforced pursuant to the laws of the
State of California.
ARBITRATION. Any controversy or claim arising out of or relating to this Employment Agreement or any
transactions provided for herein, or the breach thereof, other than a claim for injunctive relief shall be settled by
arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association (the
"Rules") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in
such proceedings shall be kept to the minimum level of formality that is consistent with the Rules. One arbitrator
shall be named by the Company, a second shall be named by Employee and the third arbitrator shall be named
by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be
named by the American Arbitration Association. Arbitration shall occur in San Diego, California or such other
location agreed to by the Company and Employee. The award made by all or a majority of the panel of
arbitrators shall be final and binding, and judgment may be entered in any court of law having competent
jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided
in Title 9 of the United States Code. The prevailing party shall be entitled to an award of pre- and post-award
interest as well as reasonable attorneys' fees incurred in connection with the arbitration and any judicial
proceedings related thereto.

EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive
officer" of the Company for purposes of the Securities Act of 1993, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all
the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent
manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act,
Employee shall provide to the Company such information about Employee as the Company shall reasonably
request including, but not limited to, information relating to personal history and stockholdings. Employee shall
report to the General Counsel of the Company or other designated officer of the Company all changes in
beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by
Employee and/or any members of Employee's immediate family.

PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: (1) words
of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, (2)
words in the singular shall mean and include the plural and vice versa, and (3) the word "may" gives sole
discretion without any obligation to take any action.

COUNTERPARTS. This Employment Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one document.

EXHIBITS. Any Exhibits attached hereto are incorporated herein by reference and are an integral part of this
Employment Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and the
Employee as of the date first above written.

EXECUTE SPORTS, INC.

                Employee: _____________________________________                Date: ____________

                Accepted by: ___________________________________

                Name/Title: Don Dallape/President and CEO                      Date:____________
Exhibit 10.11

                               EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into as of the

8th Day of April, 2005 (the "Commencement Date"), by and between

Execute Sports, Inc. (the "Company"), and

Geno Apicella , an individual ("Employee").

WITNESSETH: WHEREAS, the Company under the name Execute Sports, Inc. (such activities, together with
all other activities of the Company and its subsidiaries, if any, as conducted at or prior to the termination of this
Employment Agreement, and any future activities reasonably related thereto which are contemplated by the
Company and/or its subsidiaries at the termination of this Employment Agreement identified in writing by the
Company to Employee at the date of such termination, are hereinafter referred to as the "Business Activities");

WHEREAS, the Company desires to employ Employee upon the terms and subject to the terms and conditions
set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein
contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment with
the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.

TERM OF EMPLOYMENT. The term of employment of Employee by the Company pursuant to this
Employment agreement shall be for the period (the "Employment Period") commencing on the Commencement
Date and ending on the two year anniversary of the Commencement Date, or such earlier date that Employee's
employment is terminated in accordance with the provisions of this Employment Agreement; provided however,
that the Employment Period shall automatically be extended for a successive one year period, with Employee's
written consent, unless the Company gives Employee thirty (30) days written notice prior to the end of such year
that it does not intend to extend the term of the Employment Period.

CAPACITY AND DUTIES. Employee is and shall be employed in the capacity of Vice President of Sales of
the Company and its subsidiaries and shall have such other duties, responsibilities and authorities as are assigned
to him by the Board of Directors so long as such additional duties, responsibilities and authorities are consistent
with Employee's position and level of authority as Vice President of Sales of the Company. Subject to the advice
and general directions of the Board of Directors, and except as otherwise herein provided, Employee shall
devote substantially all of his business time, best efforts and attention to promote and advance the business of the
Company and its subsidiaries and to perform diligently and faithfully all the duties, responsibilities and obligations
of Employee to be performed by him under this Employment Agreement. Employee's duties shall include all of
those duties being performed by Employee as of the date hereof.
PLACE OF EMPLOYMENT. Employee's principal place of work shall be the corporate headquarters of the
Company, currently located in San Clemente, California, provided that the location of the Company and its
offices may be moved from time to time in the discretion of the Board of Directors.

COMPENSATION. During the Employment Period, subject to all the terms and conditions of this Employment
Agreement and as compensation for all services to be rendered by Employee under this Employment Agreement,
the Company shall pay to or provide Employee with the following:

1. BASE SALARY. The Company shall pay to employee a base annual salary at the rate of $US Seventy Two
Thousand ($72,000.00) dollars per annum, payable at such intervals (at least monthly) as salaries are paid
generally to other employees of the Company.

(c) CASH BONUS. At the Board's discretion, and based upon quarterly performance review by the Chief
Executive Officer and the Board, Employee shall be eligible to receive a bonus at the end of first year of
employment, to be paid within five business days one year after the Commencement Date.

2. STOCK. Effective upon the Commencement Date, Employee will be granted Two Million, Five Hundred
Thousand (2,500,000) shares of the Company's restricted Common Stock. In the event of an Approved
Transaction or Control Purchase of Execute Sports, Inc., Employee will have the right for any and all options
held by Employee to vest immediately, both upon the closing of such a Transaction or Purchase.

(a) CLAWBACK. If Employee engages in conduct which constitutes a basis for termination WITH CAUSE by
the Company, Employee agrees that any stock options granted by the Company shall be rescinded and, upon
demand by the Company, shall be confirmed as having been rescinded. Employee and the Company agree that
this provision is subject to specific performance and gives rise to injunctive relief.

3. VACATION AND OTHER BENEFITS. Employee shall be entitled to three (3) weeks vacation during each
calendar year. Vacation days not used during the calendar year may not be carried into subsequent years.

(a) Health Plan. Company shall underwrite a mutually agreed upon health benefits plan for Employee that
Employee is responsible for administrating.

EXPENSES. The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses
including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred
by him in connection with his employment hereunder in accordance with the written policy and guidelines
established by the Company for employee reimbursement, provided, however, Employee shall render to the
Company a complete and accurate accounting of all such expenses in accordance with the substantiation
requirements of the Internal Revenue Code, as amended (the "Code"), as a condition precedent to such
reimbursement.
ADHERENCE TO STANDARDS. Employee shall comply with the written policies, standards, rules and
regulations of the Company from time to time established for all executive officers of the Company consistent with
Employee's position and level of authority.

REVIEW OF PERFORMANCE. The Board of Directors shall periodically review and evaluate the
performance of Employee under this Employment Agreement with Employee.

TERMINATION WITH CAUSE BY THE COMPANY. This Employment Agreement may be terminated with
Cause (as hereinafter defined) by the Company provided that the Company shall:

1. Give Employee the Notice of Termination (as hereinafter defined) and

2. Pay Employee his annual base salary through the Date of Termination (as hereinafter defined) at the rate in
effect at the time the Notice of Termination is given plus any bonus or incentive compensation which has been
earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Date of
Termination, but which have not yet been paid.

TERMINATION WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY
EMPLOYEE. This
Employment Agreement may be terminated by the Company:

1. At the end of the Term of Employment,

2. During the Term of Employment without cause as hereinafter defined, or

3. By reason of the death or Disability Reason (as hereinafter defined) provided that the Company shall continue
to pay to Employee (or the estate of Employee in the event of termination due to the death of employee) the
compensation and other benefits described in the Section entitled Compensation of this Employment Agreement,
except for annual cash bonuses or incentive compensation for six (6) months from the Date of Termination.
Employee's right to terminate his employment for Good Reason shall not be affected by his incapacity due to
physical or mental illness. In the event of termination by the Company by reason of Employee's death or
Disability, medical, hospitalization or disability benefits coverage comparable to that provided by the company
during Employee's lifetime shall be provided to Employee, his spouse and dependents for six (6) months from the
Date of Termination, and for six (6) months from the Date of Termination with respect to medical and
hospitalization benefits for the Employee and his family. The benefits provided under this Section shall be no less
favorable to Employee in terms of amounts, deductibles and costs to him, if any, than such benefits provided by
the Company to him and shall not be interpreted so as to limit any benefits to which Employee, as a terminated
employee of the Company, or his family may be entitled under the Company's life insurance, medical,
hospitalization or disability plans following his Date of Termination or under applicable law.

In the event of Termination by the Employee for Good Reason, the Company shall continue to pay to Employee
the compensation and other benefits described in the
Section entitled Compensation of this Employment Agreement, except for annual cash bonuses or incentive
compensation for two (2) months from the Date of Termination, and shall continue to provide medical,
hospitalization or disability benefits coverage to Employee, his spouse and dependents for two (2) months from
the Date of Termination.

In the event that within a period of one (1) year(s) of a Change in Control, this Employment Agreement is
terminated by the Company for any reason other than for cause (or the Company gives notice that it is not
renewing the Employment Agreement pursuant to the Section entitled Term Of Employment), the Company shall
continue to pay to Employee the compensation and other benefits described in the Section entitled Compensation
of this Employment Agreement, except for
annual cash bonuses or incentive compensation for six (6) months from the Date of Termination, and shall
continue to provide medical, hospitalization or disability benefits coverage to Employee, his spouse and
dependents for a period of six (6) months from the Date of Termination.

DEFINITIONS. In addition to the words and terms elsewhere defined in this Employment Agreement, certain
capitalized words and terms used in this Employment Agreement shall have the meanings given to them by the
definitions and descriptions in this Section entitled Definitions unless the context or use indicates another or
different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of
any of the capitalized words and terms herein defined. The following words and terms are defined terms under
this Employment Agreement:

1. "Disability" shall mean a physical or mental illness which, in the judgment of the company after consultation with
the licensed physician attending Employee, impairs Employee's ability to substantially perform his duties under this
Employment Agreement as an employee and as a result of which he shall have been absent from his duties with
the Company on a full-time basis for one (1) entire month.

2. A termination with "Cause" shall mean a termination of this Employment Agreement by reason of a good faith
determination by the Board that Employee:

(a) Failed to substantially perform his duties with this Company (other than a failure resulting from his incapacity
due to physical or mental illness) after a written demand for substantial performance has been delivered to him by
the Board, which demand specifically identifies the manner in which the Board believes he has not substantially
performed his duties;

(b) Has engaged in conduct the consequences of which are materially adverse to the company, monetarily or
otherwise; or

(c) Has materially breached the terms of this Employment Agreement. No act, or failure to act, on Employee's
part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith
or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of
the Company. Employee shall not be deemed to have been terminated with cause unless there shall have been
delivered to Employee a letter setting forth the reasons for the Company's termination of the Employee with
cause.

3. "Good Reason" shall mean the occurrence of any of the following events without Employee's prior express
written consent:

(a) Any material change in Employee's status, title, authorities or responsibilities under this Employment
Agreement which represents a demotion from such status, title, position or responsibilities which are materially
inconsistent with his status, title, position or work responsibilities set forth in this Employment Agreement, or any
removal of Employee from, or failure to appoint, elect, reappoint or reelect Employee to, any of such positions,
except in connection with the termination of his employment with Cause, or as a result of his death or Disability,
provided, however, that no change in title, authorities or responsibilities customarily attributable solely to the
Company ceasing to be a publicly traded corporation shall constitute Good Reason hereunder;

(b) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which
Employee participates, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to the failure to continue such plan, or the failure by the Company to continue
Employee's participation therein, or any action by the Company which would directly or indirectly materially
reduce his participation therein or reward opportunities thereunder; provided, however, that Employee continues
to meet all eligibility requirements thereof;
(c) The failure by the Company to continue in effect any employee benefit plan (including any medical,
hospitalization, life insurance or disability benefit plan in which Employee participates), or any material fringe
benefit or prerequisite enjoyed by him unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to the failure to continue such plan, or the failure by the Company to
continue Employee's participation therein, or any action by the Company which would directly or indirectly
materially reduce his participation therein or reward opportunities thereunder, or the failure by the Company to
provide him with the benefits to which he is entitled under this Employment Agreement; provided, however, that
Employee continues to meet all eligibility requirements thereof;

(d) Any other material breach by the Company of any provision of this Employment Agreement;

(e) The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company
to assume and agree to perform this Employment Agreement, as contemplated in the Section entitled
Indemnification Agreement hereof;

(f) Any purported termination of employee's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of this Employment Agreement; and for purposes of this Employment
Agreement, no such purported termination shall be effective; or

(g) Any Change of Control (as defined herein) of the Company.

4. Change of Control. "Change of Control" shall be deemed to have occurred when:

(a) Securities of the Company representing 50% or more of the combined voting power of the Company's then
outstanding voting securities are acquired pursuant to a tender offer or an exchange offer by a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates;

(b) A merger or consolidation is consummated in which the Company is a constituent corporation and which
results in less than 50% of the outstanding voting securities of the surviving or resulting entity being owned by the
then existing stockholders of the Company;

(c) A sale is consummated by the Company of substantially all of the Company's assets to a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates; or (d) During any period of two
consecutive years, individuals who, at the beginning of such period, constituted the Board cease, for any reason,
to constitute at least a majority thereof, unless the election or nomination for election for each new director was
approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning
of the period.

5. Notice of Termination. "Notice of Termination" shall mean a written notice which shall indicate the specified
termination provision in this Employment Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Employee's employment under the provision so
indicated; provided, however, no such purported termination shall be effective without such Notice of
Termination; provided further, however, any purported termination by the Company or by Employee shall be
communicated by a Notice of Termination to the other party hereto in accordance with the Section entitled
Notices of this Employment Agreement.

6. Date of Termination. "Date of Termination" shall mean the date specified in the Notice of Termination (which,
in the case of a termination pursuant to the
Section entitled Termination Without Cause By The Company Or For Good Reason By Employee of this
Employment Agreement shall not be less than sixty (60) days, and in the case of a termination pursuant to this
Section, entitled Definitions, of this Employment Agreement shall not be more than sixty (60) days, from the
date such Notice of Termination is given); provided, however, that if within thirty (30) days after any Notice of
Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date finally determined by either mutual written
agreement of the parties or by the final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefrom having expired and no appeal having been taken).

FEES AND EXPENSES. The Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by Employee as a result of a contest or dispute over Employee's
termination of employment if such contest or dispute is resolved in Employee's favor.

NOTICES. For the purposes of this Employment Agreement, notices and all other communications provided for
in the Employment Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier
with established national reputation, shipping prepaid or billed to sender, in either case addressed to the
respective addresses last given by each party to the other (provided that all notices to the Company shall be
directed to the attention of the Chairman with a copy to the Secretary of the Company) or to such other address
as either party may have furnished to the other in writing in accordance herewith. All notices and communication
shall be deemed to have been received on the date of delivery thereof, or on the second day after deposit thereof
with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

|_| Company at: 1284 Puerta Del Sol, San Clemente, CA 92672 |_| Employee at:
_________________________________________

LIFE INSURANCE. The Company may, at any time after the execution of this Employment Agreement, apply
for and procure as owner and for its own benefit, life insurance on Employee, in such amounts and in such form
or forms as the Company may determine. Employee shall, at the request of the Company, submit to such medical
examinations, supply such information, and execute such documents as may be required by the insurance
company or companies to whom the Company has applied for such insurance. Employee hereby represents that
to his knowledge he is in excellent physical and mental condition and is not under the influence of alcohol, drugs
or similar substance.

PRIOR EMPLOYMENT AGREEMENTS. Employee represents and warrants that Employee's performance of
all the terms of this Employment Agreement and as an employee of the Company does not, and will not, breach
any employment agreement, arrangement or understanding or any agreement, arrangement or understanding to
keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee's
employment by the Company. Employee has not entered into, and shall not enter into, any agreement,
arrangement or understanding, either written or oral, which is in conflict with this Employment Agreement or
which would be violated by Employee entering into, or carrying out his obligations under, this Employment
Agreement.

PROPRIETARY INFORMATION AND INVENTIONS. Employee understands and acknowledges that:

1. During the term of the Employee's employment under this agreement, the Employee shall not, directly or
indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker,
partner, individual proprietor, lender, consultant, or otherwise), either individually or
in or through any person (whether a corporation, partnership, association, or other entity) which engages,
anywhere in the United States, in a business which is conducted by the Company on the date of termination of
his/her employment, except that he/she may be employed by an affiliate of the Company and hold not more than
2% of the outstanding securities of any class of any publicly held company which is competitive with the business
of the Company.

2. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as
required by law), or use in any manner, any information acquired by the Employee during his/her employment by
the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the
Company's operations or affairs unless such information has become public knowledge other than by reason of
actions, direct or indirect, of the Employee. Information subject to the provisions of this paragraph shall include,
without limitation:

(a) Procedures for computer access and passwords of the Company's clients and customers, program manuals,
user manuals, or other documentation, run books, screen, file, or database layouts, systems flowcharts, and all
documentation normally related to the design or implementation of any computer programs developed by the
Company relating to computer programs or systems installed either for customers or for internal use;

(b) Lists of present clients and customers and the names of individuals at each client or customer location with
whom the Company deals, the type of equipment or computer software they purchase or use, and information
relating to those clients and customers which has been given to the Company by them or developed by the
Company, relating to computer programs or systems installed;

(c) Lists of or information about personnel seeking employment with or who are employed by the Company;

(d) Prospect lists for actual or potential clients and customers of the Company and contact persons at such actual
or potential clients and customers;

(e) Any other information relating to the Company's research, development, inventions, purchasing, engineering,
marketing, merchandising, and selling.

3. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or for a period of one (1) year thereafter or for six (6) months following the Termination Date if this
Employment Agreement is terminated by the Company other than with Cause or by the Employee for Good
Reason;

(a) Solicit, directly or indirectly, the services of any person who was a full-time employee of the Company, its
subsidiaries, divisions, or affiliates, or solicit the business of any person who was a client or customer of the
Company, its subsidiaries, divisions, or affiliates, in each case at any time during the past year of the term of the
Employee's employment under this Agreement. For purposes of this Agreement, the term "person" shall include
natural persons, corporations, business trusts, associations, sole proprietorships, unincorporated organizations,
partnerships, joint ventures, and governments, or any agencies, instrumentalities, or political subdivisions thereof.

(b) Induce employees of the Company to terminate their employment with the Company or engage in any
Competitive Business in the United States; provided, however, that the ownership of the outstanding capital stock
of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market or
the ownership and/or operation of a franchise under a franchise agreement with the Company shall not be
deemed engaging any Competitive Business. "Competitive Business" shall mean any other business that is the
same as or similar to the Company concept as it exists on the date of this Employment Agreement or on the
Termination Date.
4. All memoranda, notes, records, or other documents made or composed by the Employee, or made available
to him during the term of this Agreement concerning or in any way relating to the business or affairs of the
Company, its subsidiaries, divisions, affiliates, or clients shall be the Company's property and shall be delivered to
the Company on the termination of this Agreement or at any other time at the request of the Company.

5.

(a) The Employee hereby assigns and agrees to assign to the Company all his rights to and title and interest to all
Inventions, and to applications for United States and foreign patents and United States and foreign patents
granted upon such Inventions and to all copyrightable material or other works related thereto.

(b) The Employee agrees for himself and his heirs, personal representatives, successors, and assigns, upon
request of the Company, to at all times do such acts, such as giving testimony in support of the Employee's
inventorship, and to execute and deliver promptly to the Company such papers, instruments, and documents,
without expense to him, as from time to time may be necessary or useful in the Company's opinion to apply for,
secure, maintain, reissue, extend, or defend the Company's worldwide rights in the Inventions or in any or all
United States patents and in any or all patents in any country foreign to the United States, so as to secure to the
Company the full benefits of the Inventions or discoveries and otherwise to carry into full force and effect the text
and the intent of the assignment set out in this Section, Proprietary Information And Inventions.

(c) Notwithstanding any provision of this Agreement to the contrary, the Company shall have the royalty-free
right to use in its business, and to make, have made, use, and sell products, processes, and services to make,
have made, use, and sell products, processes, and services derived from any inventions, discoveries, concepts,
and ideas, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques,
as well as improvements thereof and know-how related thereto, that are not inventions as defined herein, but
which are made or conceived by the Employee during his employment by the Company or with the use or
assistance of the Company's facilities, materials, or personnel. If the Company determines that it has no present
or future interest in any invention or discovery made by the Employee under this paragraph, the Company shall
release such invention or discovery to the Employee within Sixty (60) days after the Employee's notice in writing
is received by the Company requesting such release. If the Company determines that it does or may in the future
have an interest in any such invention or discovery, such information will be communicated to the Employee within
the 60-day period described above.

(d) For purposes of this Section, Proprietary Information And Inventions, "Inventions" means inventions,
discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, processes, methods,
formulas, and techniques, as well as improvements thereof or know-how related thereto, concerning any present
or prospective activities of the Company with which the Employee becomes acquainted as a result of her
employment by the Company.

6. The Employee acknowledges that the agreements provided in this Section, Proprietary Information And
Inventions, were an inducement to the Company entering into this Agreement and that the remedy at law for
breach of Employee's covenants under this Section, Proprietary Information And Inventions, will be inadequate
and, accordingly, in the event of any breach or threatened breach by the Employee of any provision of this
Section, Proprietary Information And Inventions, the Company shall be entitled, in addition to all other remedies,
to an injunction restraining any such breach.
TRUST. Employee's employment creates a relationship of confidence and trust between Employee and the
Company with respect to certain information applicable to the business of the Company, its subsidiaries, if any,
(collectively, the "Group") or applicable to the business of any franchisee, vendor or customer of any of the
Group, which may be made known to Employee by the Group or by any franchisee, vendor or customer of any
of the Group or learned by Employee during the employment Period.

REMEDIES. Employee acknowledges and agrees that the Company's remedy at law for a breach or a
threatened breach of the provisions herein would be inadequate, and in recognition of this Fact, in the event of a
breach or threatened breach by Employee of any of the provisions of this Employment Agreement, it is agreed
that the Company shall be entitled to, equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which may then be available, without
posting bond or other security. Employee acknowledges that the granting of a temporary injunction, a temporary
restraining order or other permanent injunction merely prohibiting Employee from engaging in any Business
Activities would not be an adequate remedy upon breach or threatened breach of this Employment Agreement,
and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting
Employee from engaging in any activities prohibited by this Employment Agreement. No remedy herein conferred
is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be
in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or
otherwise.

SUCCESSIVE EMPLOYMENT NOTICE. Within five (5) business days after the Termination Date, Employee
shall provide notice to the Company of Employee's next intended employment. If such employment is not known
by employee at such date, Employee shall notify the Company immediately upon determination of such
information. Employee shall continue to provide the company with notice of employee's place and nature of
employment and any change in place or nature of employment during the period ending:

1. Two (2) years after the Termination Date if this Employment Agreement is terminated by the Company for
Cause or by the Employee other than for Good Reason or

2. Six (6) months after the Termination Date if this Employment Agreement is terminated by the company other
than for Cause or by the Employee for Good Reason.

Failure of Employee to provide the company with such information in an accurate and timely fashion shall be
deemed to be a breach of this Employment Agreement and shall entitle the Company to all remedies provided for
in this Employment Agreement as a result of such breach.

SUCCESSORS. This Employment Agreement shall be binding on the Company and any successor to any of its
businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to
require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this
Employment Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. As used in this Employment Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor or assign to its business and/or
assets as aforesaid which assumes and agrees to perform this Employment Agreement or which is otherwise
obligated under this Agreement by the first sentence of this Section, entitled Successors, by operation of law or
otherwise.
INDEMNIFICATION AGREEMENT. Upon the execution of this Employment Agreement, the Company and
employee shall each execute and deliver to the other an Indemnification Agreement dated as of the date hereof.

BINDING EFFECT. This Employment Agreement shall inure to the benefit of and be enforceable by Employee's
personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Employee should die while any amounts would still be payable to him hereunder if he had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Employment Agreement to Employee's estate.

MODIFICATION AND WAIVER. No provision of this Employment Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such
officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or provision of this Employment
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

HEADINGS. Headings used in this Agreement are for convenience only and shall not be used to interpret or
construe its provisions.

WAIVER OF BREACH. The waiver of either the Company or Employee of a breach of any provision of this
Employment Agreement shall not operate or be construed as a waiver of any subsequent breach by either the
Company or Employee.

AMENDMENTS. No amendments or variations of the terms and conditions of this Employment Agreement shall
be valid unless the same is in writing and signed by all of the parties hereto.

SEVERABILITY. The invalidity or unenforceability of any provision of this Employment Agreement, whether in
whole or in part, shall not in any way affect the validity and/or enforceability of any other provision contained
herein. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or
unenforceability. It is expressly understood and agreed that while the Company and Employee consider the
restrictions contained in this Employment Agreement reasonable for the purpose of preserving for the Company
the good will, other proprietary rights and intangible business value of the Company, if a final judicial
determination is made by a court having jurisdiction that the time or territory or any other restriction contained in
this Employment Agreement is an unreasonable or otherwise unenforceable restriction against Employee, the
provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time
and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

GOVERNING LAW. This Employment Agreement shall be construed and enforced pursuant to the laws of the
State of California.

ARBITRATION. Any controversy or claim arising out of or relating to this Employment Agreement or any
transactions provided for herein, or the breach thereof, other than a claim for injunctive relief shall be settled by
arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association (the
"Rules") in effect at the time demand for
arbitration is made by any party. The evidentiary and procedural rules in such proceedings shall be kept to the
minimum level of formality that is consistent with the Rules. One arbitrator shall be named by the Company, a
second shall be named by Employee and the third arbitrator shall be named by the two arbitrators so chosen. In
the event that the third arbitrator is not agreed upon, he or she shall be named by the American Arbitration
Association. Arbitration shall occur in San Diego, California or such other location agreed to by the Company
and Employee. The award made by all or a majority of the panel of arbitrators shall be final and binding, and
judgment may be entered in any court of law having competent jurisdiction. The award is subject to confirmation,
modification, correction, or vacation only as explicitly provided in Title 9 of the United States Code. The
prevailing party shall be entitled to an award of pre- and post-award interest as well as reasonable attorneys' fees
incurred in connection with the arbitration and any judicial proceedings related thereto.

EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive
officer" of the Company for purposes of the Securities Act of 1993, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all
the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent
manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act,
Employee shall provide to the Company such information about Employee as the Company shall reasonably
request including, but not limited to, information relating to personal history and stockholdings. Employee shall
report to the General Counsel of the Company or other designated officer of the Company all changes in
beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by
Employee and/or any members of Employee's immediate family.

PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: (1) words
of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, (2)
words in the singular shall mean and include the plural and vice versa, and (3) the word "may" gives sole
discretion without any obligation to take any action.

COUNTERPARTS. This Employment Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one document.

EXHIBITS. Any Exhibits attached hereto are incorporated herein by reference and are an integral part of this
Employment Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and the
Employee as of the date first above written.

EXECUTE SPORTS, INC.

                Employee: _____________________________________                Date: ____________

                Accepted by: ___________________________________

                Name/Title: Don Dallape/President and CEO                      Date:____________
Exhibit 10.12

                              FACTORING AND SECURITY AGREEMENT

This Factoring and Security Agreement, dated as of May 10, 2004 is between Padova International U.S.A., a
Nevada corporation, which sometimes uses the name Padova International and which sometimes uses the name
Execute MX Racing and which sometimes uses the dba phase 2 Sales International and which sometimes uses
the dba Execute Sports (collectively the "Client") and Benefactor Funding Corp., a Colorado corporation (the
"Factor").

In consideration of the respective promises, representations, warranties, covenants and agreements contained
herein, Client and Factor agree as follows(,)

1. PURCHASE AND SALE OF ACCOUNTS RECEIVABLE

(a) Client hereby sells, assigns, transfers, conveys and delivers to Factor, and Factor purchases and accepts from
Client upon the tents and conditions set forth heroin, all of Client's right, title and interest in and to
(i) all accounts receivable which are accepted for purchase by Factor as described in Section 1(b) (any and all
accounts receivable which arc created by Client, whether or not Factor accepts and purchases them, are defined
herein as "Accounts"; the term "Accepted Accounts" is defined herein as Accounts which are accepted for
purchase by Factor) and (ii) all guarantees and security for Accepted Accounts, and all merchandise or Client
services represented by Accepted Accounts, including all of Client's rights to returned goods and rights of
stoppage in transit, replevin and reclamation as an unpaid vendor (with respect to each Accepted Account, such
guarantees, security and rights arc called "Rights").

(b) Client shall submit Accounts to Factor, to be put on a schedule of accounts ("Schedule") to the form of
Exhibit A. Factor is only obligated to purchase Accounts when it accepts the Accounts by signing the Schedule;
any Accounts which are Crossed out by Factor are not accepted for purchase. Factor may refuse to purchase
any Account for any reason whatsoever, in Factor's sole discretion. It is hereby agreed and understood that
Factor m y verify, with the Account Debtor (each of the terms "Account Debtor" and "Debtor" is defined herein
as a customer of Client), the amount, validity, due date and absence of adjustments and offsets, of some or all of
the Accounts prior to Factors acceptance of such Accounts.

(e) At the time the Schedule is presented, Client shall also deliver to Factor the original andlor a copy of an
invoice for each Account, together with evidence of shipment and the Account Debtor's purchase order.

(d) Each and every payment on each and every Accepted Account by an Account Debtor, or any other person
or entity, is the sole property of Factor.

(e) Prior to Factor's acceptance and purchase of any Account from a particular Account Debtor, Client shall
deliver to Factor an agreement in the form of Exhibit B hereto ("Customer Agreement").

(1) Invoices should plainly state on their face that the amounts payable thereunder have been assigned to and are
payable to Benefactor Funding Corp. and billing on such invoice shall constitute an assignment to 13eneFactor
Funding Corp. of the accounts thereby represented whether or not a specific written assignment was executed.

(g) Upon signing this Agreement, Client shall sign all UCC financing statements requested by Factor and,
simultaneously with the initial funding pursuant to this Agreement.

2. PURCHASE PRICE.

The Purchase Price for each Accepted Account shall be equal to (i) the face amount of such Accepted Account
less (ii) the Commission, and less (iii) the Factor's Fee, and less (iv) the amount of any trade or cash discounts,
r;redits or allowances, set-raft's or any other reductions or adjustments to such Accepted Account. The
Commission for each Accepted Account shall equal 1.5% of the face amount of the Accepted Account, and shall
compensate Factor for Factor's purchase and handling of the Accepted Account. The Factors Fee
compensates Factor for Factor's administration, monitoring, collection and reporting activities with respect to
each Accepted Account and shall be determined by the number of days from the date of Factors Initial Payment
(as defined below) on the Accepted Account to Client to the date of Account Debtor's full payment of the
Accepted Account to Factor as follows: 0% of the face amount of the Accepted Account for one to thirty days,
and .)% of such face amount for each one to ten day period thereafter (with the 5% earned on the first day of
each such one to ten day period.) Upon purchase of an Accepted Account from Client, Factor shall make an
initial payment of the Purchase Price to Client ("Initial Payment") in the amount of 80% of the face amount of such
Accepted Account. The difference between the face amount of an Accepted Account and the Initial Payment
shall go into the Reserve Account (as defined in Section 4 below). 'Full payment' of an Accepted Account by an
Account Debtor shall occur when Factor receives a check for the full amount of the Accepted Account from the
Account Debtor and such check clears and becomes available for factor's use.

Client and Execute (as defined below) agree to sell and assign to Factor a minimum of $1,200,000 of accounts
receivable for each twelve month period that this Agreement is in effect beginning with May 2004 and if such
minimum isn't met, Factor will charge Client an amount equal to 1.5% times $1,200,000 less the actual amount of
receivables sold for each such twelve month period, either by charging the Reserve Account or invoicing Client.
Client and Factor agree that Client's right to terminate the Agreement pursuant to Section I I is subject to the
minimums in this paragraph.

Client is responsible for all accounts receivable (the "Execute Accounts") purchased by Factor from Execute
Sport& Marketing, Inc., a California corporation, which sometimes uses the name Execute Sports and which
sometimes uses the name Execute MX Racing and which sometimes uses the name Phase 2 Sales International
and which sometimes uses the name Padova international (collectively, "Execute") pursuant to the Factoring and
Security Agreement, dated as of May 10, 2004, between Execute and Factor (the "Execute Agreement"), and all
terms of this Agreement shall apply to the Execute Accounts and the Execute Accounts shall be considered
Accepted Accounts hereunder, Any dethult order the Execute Agreement shall be an Event of Default under this
Agreement.

3. RECOURSE PROVISIONS.

(a) All Accepted Accounts shall be purchased by Factor with recourse against Client. The term "Recourse Event"
shall include, without limitation, the following: (i) a breach of any representation or warranty or covenant of this
Agreement by Client; (ii) the existence of any dispute of any kind, regardless of validity, now or hereafter arising,
between Client and an Account Debtor, or between an Account Debtor and Factor, that is asserted by an
Account Debtor as a basis for refusing to pay all or part of any Accepted Account ("Dispute"); (iii) the assertion
by any Account Debtor, or by a bankruptcy trustee or any other party which is acting for an Account Debtor. of
a claim of loss, counterclaim, refund, credit, return of goods, return of payment or offset of any kind against Client
or Factor ("Claim'); and (iv) non-payment by the Account Debtor of the full amount of any Accepted Account 91
days after the purchase of such Accepted Account by Factor, or, if Factor believes, in Factor's sole judgment. at
any time prior to such 91" day, that the Account Debtor may be unable to pay any Accepted Account; Client and
factor hereby agree that any Accepted Account covered by clause (iv) is a "defective good'. Upon the
occurrence of any event described in clauses (i), (ii), (iii) or (iv) of the preceding sentence, Client wilt immediately
pay to Factor, on the Accepted Account which is subject to the Recourse Event, the amount of the Initial
Payment on the Accepted Account plus the Commission and Factor's Fee on the Accepted Account calculated
at the time of Client's payment. If Factor does not receive an immediate payment from Client, Factor may, in
addition to any other tanodics available to Factor under this Agreement, immediately charge back to Client Any
Accepted Account which is subject to a Recourse Event by taking funds out of the Reserve Account, or
Immediately exercise the remedies described in Section 10. With Factor's agreement, Client may assign other
accounts receivable which are acceptable to Factor, in substitution for an Accepted Account which is subject to
a Recourse Event.

(b) Factor may charge the Reserve Account with the amount of any Account Debtor Repayment (as defined
below). An "Account Debtor Repayment" shall refer to a payment made by Factor to an Account Debtor of
Client to reimburse the Account Debtor for a payment theretofore made by the Account Debtor to the Factor
other than on account of an Accepted Account.

(e) Client shall notify Factor of any Recourse Event immediately.
(d) Factor may settle any Dispute or Claim directly with Account Debtor; such settlement does not relieve Client
of final responsibility (or payment of any such Accepted Account.
4. RESERVE ACCOUNT.

(a) Factor shall create and maintain at all times a reserve account ("Reserve Account") for all Accepted Accounts
equal to the difference between the aggregate face amounts and the aggregate Initial Payments on all Accepted
Accounts. Factor may, in addition to any other remedies available to Factor under this Agreement, charge back
to Client by taking funds out of the Reserve Account, any amount for which Client may be obligated to Factor at
any time; such amounts Include (i) any amounts which Client is obligated to pay Factor pursuant to the recourse
provisions of Section 3, (ii) any damages suffered by Factor as a result of Client's breach of any provision of
Section 5 hereof,
(iii) any amount charged back to Client pursuant to Section 10 hereof, (iv) any other offsets or adjustments to any
Accepted Account, and (v) reasonable attorneys fees and disbursements related to any of the foregoing. If
Factor receives payment on an Accepted Account from Account Debtor subsequent to the Accepted Account
being charged against the Reserve Account pursuant to the preceding sentence, factor will credit the Reserve
Account by the amount of such payment

(b) The Reserve Account shall be calculated and maintained on a regular basis, and any funds which are credited
by Factor to Client's Reserve Account as a result of collected invoices for Client, less alt funds charged back to
Client pursuant to this Section 4 ("Excess Reserve") shall be paid to Client weekly; provided, however, that
Factor shall not be obligated to pay the Excess Reserve to Client if a Recourse Event or an Event of Default has
occurred and is continuing. If Client shall cease selling Accounts to Factor, Factor shall not pay the Reserve
Account to Client until all Accepted Accounts have been collected in full or charged against the Reserve
Account, and all Commissions and Factor's Fees and other sums due Factor hereunder have been paid; if the
Reserve Account has a negative balance after such collections, charges and fees, then Client shall make the
applicable payment to Factor.

(c) Factor may, at Factor's sole option and discretion, return payments for Client's account to the applicable
account debtor, and deduct such items from the Reserve Account; Client shall then seek such payments from the
applicable account debtor.

5. CLIENT'S REPRESENTATIONS AND WARRANTIES. Client represents and warrants to Factor that:

(a) Client is the sole owner and holder of each and every Account and all related Rights, and, upon Factor's
purchase of any Account, Factor shall become the sole owner and holder of such Account and its related Rights;
and each Account is free and clear of all liens, encumbrances, charges, security interests, rights to purchase, or
other claims of any kind or nature. and none or such Accounts have been previously sold or assigned to any
person or entity;

(b) There are no financing statements now on file in any public office governing any property of Client of any
kind, real or personal, in which Client is named in or has signed as the debtor, except the financing statement or
statements filed or to be filed with respect to this Agreement, or those statements now on file that have been
disclosed in writing by Client to Factor. Client will not execute any financing statement in favor of any other
person or entity, except Factor, during the term of this Agreement;

(c) The full amount of each Account is due and owing to Client, and each Account is an accurate statement of a
bons fide sale and delivery by Client and acceptance by an Account Debtor of merchandise or services. Each
Account is due and payable within 30 days or less, and is not contingent upon the fulfillment by Client of any
further performance of any nature;

(d) The application ("Application") made by Client in connection with this Agreement, and the statements made in
such Application ere true and correct as of the time that this Agreement is executed;

(e) There are no actions, suits, proceedings, attachment proceedings, orders, or arbitration proceedings, pending
or threatened, at law or in equity, against Client or any affiliate of Client or affecting the Accounts, before any
federal, state, municipal or other governmental court, department, commission, board, agency or instrumentality.
Client will immediately notify Factor if any matter described in the preceding sentence arises; and

(f) Client is a corporation duly organized, validly existing and in good standing under the laws of Nevada. This
Agreement and transactions contemplated hereby have been duly authorized by skit necessary action by Client.
6. AFFIRMATIVE COVENANTS BY CLIENT.

Client covenants and agrees that, from the date hereof and until termination of this Agreement and payment in full
of all Accepted Accounts to Factor, Client will:

(a) Pay alt taxes or fees in rotation to the Accounts and all goods sold or services rendered which give rise to
Accounts;

(b) Hold in trust for Factor, and immediately notify and turn over to Factor, any payment on an Accepted
Account whenever any such payment comes into Client's possession, whether such payment is by cash, check
(payable to Client, Factor or both), money order, credit card, debit card or other form of payment. Client shall
also, where such payment is issued to the order of Client, immediately endorse the payment to the order of
Factor. II Client comes into possession of a check or other payment which consists of payments owing to both
Client and Factor (i.e. the payment covers both Accepted Accounts and Accounts which were not purchased by
Factor or other amounts owing to Client from Account Debtor), Client shall immediately endorse the check or
other payment to Factor and turn it over to Factor who will then credit Client's portion to Client's Reserve
Account. Client acknowledges that an Event of Default pursuant to
Section 10 shall have occurred, and that Client will become subject to criminal prosecution and civil actions, if
Client does not immediately turn over to Factor each and every payment on an Accepted Account which comes
into Client's possession. In addition, If Client deposits or otherwise negotiates a cheek or other payment, or
accepts a credit card or debit card payment, which, by the terms of thin Section 6 (b), should have been turned
over to Factor, Client shall pay Factor a misdirected payment fee equal to 20% of the amount of the cheep,
credit or debit card payment, or other payment,,

(c) Not factor, sell, transfer, pledge or give a security interest in any of its Accounts, other accounts receivable or
other Collateral to any person or entity other than Factor;

(d) Notify Factor immediately if Account Debtor returns to Client any goods giving rise to an Accepted Account,
and deliver such goods to Factor. Client shall not intermingle such goods with Client's other property. as the
goods are the property of Factor;

(e) Client shall not change its mailing address, principal place of business, chief executive office or its legal
structure (i.e. from a proprietorship to a corporation, ate.), or merge with or acquire any other entity, or be
acquired, without Factor's prior written consent;

(I) Immediately notify factor of (i) any development which would materially and adversely affect the business,
properties or financial condition of Client or any Account Debtor, the Accounts or the ability of Client to perform
its obligations under this Agreement, and/or (ii) any actual or potential insolvency of Client or any Account
Debtor;

(g) Give Factor not less than ten days prior written notice of any bankruptcy filing by Client; and

(h) Client will provide to Factor monthly accounts receivable and accounts payable songs and, customer contact
information, and proof of payment of payroll and other taxes, for the term of this Agreement.

7. SECURITY INTEREST AND COLLATERAL

In order to secure the payment and performance of all obligations of Client to Factor, whether presently existing
or hereafter arising, Client hereby grants to Factor a security interest in and lien upon all of Client's right. title and
interest in all of Client's assets, which include, without limitation,
(i) all of Client's accounts recivable, returned goods and related Rights, instruments, inventory, inventory
proceeds, documents, contract rights, chattel paper, general intangibles and the proceeds and insurance proceeds
thereof, now or hereafter owned by Client, or in which Client how or hereafter may have any rights, wherever
located, (ii) the Reserve Account and all payments (if any) due or to become due to Client from the Reserve
Account, and all other sums due from factors, (iii) all of Client's other properties and assets. which include.
without limitation, equipment, machinery, products, furniture, fixtures, roots, raw materials, work in process and
supplies, and the proceeds thereof, now or hereafter owned by Client, or in which Client now or hereafter may
have any rights, wherever located, and (iv) the proceeds of any insurance policies covering any of the foregoing
(collectively, the "Collateral"). Client agrees to comply with all appropriate laws in order to perfect Facto's
security interest in and to the Collateral and to execute and deliver to Factor and/or file UCC-I Financing
Statements and any other financing statement(s) or docuntems that Factor may require. Scott D. Swendener and
Donutd A. Daflape will sign personal guaranties, which guaranties are acceptable h+ Factor and further secures
Client's obligations hereunder.
8. COLLECTION OF ACCOUNTS.

Factor shall have the sole and exclusive power and authority to collect each Account, through legal action or
otherwise, and trey, in its sole discretion, settle, compromise or assign (in whole or in part) any Account, or
otherwise exercise any other right now existing or hereafter arising with respect to any Account. Without Factor's
prior written consent, Client shall not
(a) attempt to collect any Account, (b) attempt to collect other Iron. factored accounts receivable when Factor
has unpaid Accepted Accounts +vn the same Account Debtor, or (c) violate any of the terms of Exhibit B hereof
with respect to any applicable Account Debtor. Any violation of this Section $ is an Event of Default hereunder.

9. POWER OF ATTORNEY.

Client grants to Factor an irrevocable power of attorney authorizing and permitting Factor, at its option, without
notice to Client, to do any or all of the following:

(a) Endorse the name of Client on any checks or other form of payment whatsoever that may come into the
possession of Factor regarding Accepted Accounts, any other accounts or Collateral;

(h) Pay, settle. compromise, prosecute or defend any Claim, Dispute, action, or other proceeding relating to
Accepted Accounts or Collateral;

(c) To extend the time of payment of any or all Accepted Accounts and to make any discounts, offsets,
allowances or other adjustments with reference thereto;

(d) Execute and file on behalf of Client any financing statement deemed necessary or appropriate by Factor to
protect Factor's interest in and to the Accepted Accounts or Collateral, or under any provision of this
Agreement; and

(a) To do all things necessary and proper in order to carry out this Agreement,

The power of attorney and authority granted to Factor herein is irrevocable until this Agreement is terminated and
all Accepted Accounts have been paid in full and Client has satisfied in full all other obligations owed to Factor,

10. DEFAULTS AND REMEDIES

(a) An event of default ("Event of Default") shall be deemed to have occurred under this Agreement upon the
happening of one or more of the following:

(A) Client shall fail to pay as and when due any amount of money owed to Factor:

(B) There shall be commenced by or against Client any voluntary or involuntary cast under the tederal
Bankruptcy Code, or any assignment for the benefit of creditors, or any appointment of a receiver or custodian
or trustee for any of Client's assets;

(C) Client shaft become insolvent, or Client admits in writing its inability to pay its debts as they mature;

(D) A material and adverse change shall have occurred in Client's financial condition, business or operations, or
Factor, in Factor's sole discretion deems its position insecure or determines that the Collateral has lost value;

(E) Client shall have a federal, state or local tax lien filed against any of its properties, or shall fail to pay any
federal, state or local tax when due, or shall fail to file any federal, state or local tax form as and when due, or
shall have a notice of seizure against it sent out by any federal or state taxing authority;

(F) Any check or other payment described in Section 6(b) cones into Client's possession find Client does not
immediately endorse and turn over such check or payment to Factor;

(G) A Recourse Event shaill occur;
(H) Client shall stop selling and assigning new Accounts to Factor, or Factor shall stop purchasing new Accounts
from Client;

(1) Client violates any provision of Section 8 hereof; or (J) Any event described in Section 12(h) and/or Section
12(i) asccurs; OF

(K) An Event of Default under the Execute Agreement shall occur.
(b) If an Event ut Default occurs, Factor may immediately exercise any and all of its rights and remedies with
respect to Accounts and Collateral under this Agreement, the Uniform Commercial Code, and applicable law,
which rights and remedies include, without limitation: (A) the right to declare any amount owed by Client to
Factor immediately due and payable; (B) enforcement of the security interest given hereunder pursuant to the
Uniform Commercial Code or any other law; (C) entering the premises of Client and taking possession of the
Collateral and of the records pertaining to the Accounts and the Collateral; (D) granting exlenaions, cong romising
claims and settling Accounts for leas than face value, without prior notice to Client, (E) collecting and depositing
all of Client's accounts receivable, and the proceeds thereof, whether such accounts were purchased by Factor
or not, (F) retaining any surplus realized from asset sales and holding Client liable for any deficiency as provided
in the Uniform Commercial Code; and (0) without limiting Factor's rights pursuant to Sections 3 and 4, to charge
back to Client any and all amounts or obligations owed by Client to Factor by taking funds out of the Reserve
Account. Client shall also pay Factor immediately upon demand for all damages, costs and losses caused to
Factor which are in any way related to an Event of Default and/or Recourse Event, including. without limitation,
all Attorneys fees, court costs, disbursements, other collection expenses and all other expenses and costs
incurred or paid by Factor to obtain performance or to enforce any covenant or agreement of Client hereunder In
order to satisfy any amount owed by Client to Factor pursuant to this Agreement, Factor is hereby authorized by
Client to initiate electronic debit or credit entries through the ACH system to each and every deposit account
maintained by Client wherever such accounts are located.

11. TERM

(a) This Agreement shall become effective on the date hereof and shall continue in full force and effect for a
period of twelve (12) months from the date hereof and will be automatically renewed for like periods thereafter,
unless terminated by Client as of any anniversary date, by Client giving not less than sixty (60) days prior written
notice to Factor or unless terminated by Factor at any time. Notwithstanding the foregoing. Client may terminate
this Agreement early at any time by giving Factor not less than sixty (60) days prior written notice, and Factor
may terminate this Agreement early at any time without notice should any Event of Default or Recourse Event
ocean, provided that in either event, Client will be obligated to pay Factor in full for all amounts owing to Factor
pursuant to this Agreement and for an additional early termination fee equal to the amounts calculated pursuant to
the second paragraph of Section 2 for each and every remaining month of the term, After termination of this
Agreement and/or termination of Factor's lien on the Collateral, Client shall remain fully responsible to Factor for
any and all representations, warranties and covenants contained herein, and for any asserted claims and/or
payment demands described in Section 12(h) and/or Section 12(i) no matter when such demands arise.

(b) This Agreement and all covenants, agreements, representations and warranties made herein, shall survive the
purchase by Factor of the Accounts hereunder, and shall continue in full force and effect after termination of this
Agreement. Once this Agreement has been terminated and (i) Factor has received payment in full for all
Accepted Accounts and all other amounts owing to Factor pursuant to this Agreement, (ii) Client has mat all
obligations to Factor hereunder as of such time, and (iii) Client executes and delivers a written release to Factor,
in a form provided by and acceptable to Factor, releasing Factor from all liabilities hereunder, then Factor shall
promptly temNnate Pactor's lion on the Collateral.

12. MISCELLANEOUS

(a) Client shall pay Factor $10.00 for each wire transfer made by Factor to Client, $7.$0 for each wire transfer
made by Client or any Account Debtor to Factor, $20.00 for each Fedtat, $2.00 for each cashier's check, $5.22
for each certified piece of mail, standard postage rates for the mailing of invoices, $28.00 for each Dun &
Bradstreet report, all amounts billed to Factor by Factor's lawyers in matters related to the Client, and all costs
related to Factor's ongoing UCC and tax lien searches on Client; provided, however that if Factor's cost for the
preceding items increases, Client shall also pay an additional amount equal to such increase.
(b) This Agreement and the Exhibits and attachments hereto constitute the entire agreement between the parties
pertaining to the subject matter contained in it and supersede all prior and contemporaneous agreements,
commitments, negotiations and understandings of the parties. No supplement, modification or amendment of this
Agreement or any part thereof shall be binding unless executed in writing by both parties. This Agreement may
not be assigned by Client without the prior written consent of Factor. This Agreement may be assigned by Factor
without notice to or the consent of Client.

(c) All rights, remedies and powers granted to Factor in this Agreement, or in any other instrument or document
given by Client to Factor, are cumulative and may be exercised singularly or concurrently with such other rights as
Factor may have. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making the waiver,

(d) Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement.

(e) Client shall hold Factor harmless against any Customer ill wilt arising from (i) Factor's verification or collection
of, or attempts to collect, any Account, and/or (ii) any other actions of Factor pursuant to this Agreement, Factor
may owe attempts to collect any Accepted Account at any time.

(f) All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed sufficiently given only if salved personally on the party to whom notice is to be given, or sent by facsimile
(followed by a phone call which confirnn receipt) or mailed to the party to whom notice is to be given, by first
class mail, registered or certified, postage prepaid, and properly addressed as follows:

To Client:
Padova International U.S.A.
1284 Puerta Del Sol, Suite 150
San Clemente, CA 92673
Attn: Scott D. Sweetener

Phone: (949) 498-5990 Fax: (949)498.6122

To Factor:
Benefactor Funding Corp.
249 Clayton St., Sic. 200

Denver, CO 80206 Attn: Randall Carter
Phone; (303) 333-6111 Fax:(303)333-5530

or to such other address as the patty may have specified in a notice duty given to the other party as provided
herein. Such notice or communication will be deemed to have been given as of the date so delivered or faxed
(and conftrrnud) or three days after the date so mailed.

(g) This Agreement and the legal relations between the parties shall be governed by and construed in accordance
with the laws of the State of Colorado without regard to principles of conflicts of laws otherwise applicable to
such determinations, Client and Factor agree that any suit, action or proceeding arising out of the subject matter
hereof, or the interpretation, performance or breach of this Agreement, shall, if Factor so elects, be instituted in
any court sitting in Colorado (the "Acceptable Forums"). Client and Factor agree that the Acceptable Forums are
convenient to it, and each party irrevocably submits to the jurisdiction of the Acceptable Forums, irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Ag,w.nmut, and waives any and all
objections to jurisdiction or venue that it may have under the laws of Colorado or otherwise in those courts in any
such suit, action or proceeding. Should such proceeding be initiated in any other forum, Client waives any right to
oppose any motion or application made by Factor as a consequence of such proceeding having been
commenced in a forum other than an Acceptable Forum.
(h) If an Account Debtor of Client files for or is forced into bankruptcy, receivership or any other similar
protection or status, and there is the possibility of a preference or other similar action or claim against Factor by a
trustee in bankruptcy, debtor in possession, receiver, custodian err other party related to payments received by
Facto, then a Recourse Event under this
Agreement shall have occurred and, in addition to other rights and remedies hereunder, then Factor may, at
Factor's option, hold or pay over to the trustee in bankruptcy, debtor in possession, receiver, custodian or other
party, Client's Reserve Account in an amount equal to the total amount of payments received by Factor for which
there is a possibility of such a preference or other similar action or claim: and if factor elects to hold such amount
in the Reserve Account, Factor may continue to hold such amount until all applicable statutes of limitation for such
preference or other similar actions or claims have expired. Furthermore, if a trustee in Bankruptcy, debtor in
possession, receiver, custodian or other party demands that any payment received by Factor be returned and/or
given to such party or to a bankruptcy estate, then a Recourse Event under this Agreement shall have occurred
and Client shall owe Factor any and all amounts demanded by such trustee in bankruptcy, debtor in possession,
receiver, custodian or other party, and Client shall pay such amounts to Factor i,uu,,.diately upon Factor's
demand. Client also agrees to indemnify Factor and hold Factor harmless from and against any such preference
or other similar action or claim, regardless of whether such action or claim is brought during the term of this
Agreement or after termination of this Agreement. This Section (h) shall survive the termination of this Agreement
and shall remain in effect for seven years after termination of this Agreement.

(i) If Factor receives a payment from an Account Debtor and such Account Debtor demands that the payment be
returned, for any reason whatsoever, then a Recourse Event under this Agreement shall have occurred and Client
shall owe Factor any and all amounts demanded by such Account Debtor, and Client shall pay such amounts to
Factor immediately upon Factor's demand. In addition, Client agrees to indemnify and hold harmless Factor
against any claims asserted by any person or entity related in any way to the factoring relationship or any payment
made to Factor, whether or not such claims are asserted before or after termination of this Agreement. This
Section (i) shall survive the termination of this Agreement and shall remain in effect for seven years after
termination of this Agreement.

(j) Each of Client and Factor hereby (1) waive any right it may have to a jury trial, or any right to claim or recover
in any litigation any special, exemplary, punitive or consequential damages, or damages other than. or in addition
to, actual damages, plus interest and fees, and (2) acknowledge that it has been induced to enter into this
Agreement and the transactions contemplated hereby by, among other things, the mutual waivers contained in this
subsection (j).

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as of the day and year float
above written.

FACTOR:

BENEFACTOR FUNDING CORP.

                                       By: /s/ signature illegible
                                           ---------------------------
                                           Title: President




CLIENT:

PADOVA INTERNATIONAL U.S.A., WHICH SOMETIMES USES THE NAME PADOVA
INTERNATIONAL AND WHICH SOMETIMES USES THE NAME EXECUTE MX RACING AND
WHICH SOMETIMES USES THE DBA PHASE 2 SALES INTERNATIONAL AND WHICH
SOMETIMES USES THE DBA EXECUTE SPORTS

ES THE DBA EXECUTE SPORTS

                                       By: /s/ signature illegible
                                           ---------------------------
                                           Title: President
Exhibit 10.13

                                            LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this "Agreement"), dated as of April 28, 2005 is by and between Execute
Sports, Inc., a Nevada corporation, (hereinafter referred to as "Licensee") and EagleRider, Inc. a California
corporation (hereafter referred to as "Licensor").

                                                  WITNESSETH:

WHEREAS, Licensor is the legal and equitable owner, or licensee (with right to sublicense) of all rights identified
on Schedule A, attached hereto and incorporated herein, including, without limitation, the name and logos owned
by Licensor and any additional logos which may be developed by the parties hereto and appended to Schedule
A from time to time (hereinafter referred to as the "Property"); and

WHEREAS, Licensee desires to utilize the Property upon and in connection with the exclusive and non-exclusive
manufacture, sale, distribution and promotion of the products listed on Schedule B, attached hereto and
incorporated herein (each collectively hereinafter referred to as the "Licensed Article(s)").

NOW THEREFORE, in consideration of the foregoing recitals (which are made a part of this Agreement), the
mutual promises herein contained other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1. License.

a. Grant of License. Subject to the terms and conditions set forth herein. Licensor hereby grants to Licensee an
exclusive license and right to utilize the Property in association with the manufacture, advertising, distribution and
sale of Licensed Articles Worldwide (hereinafter referred to as the "Territory").

b. b. Right to Sublicense. Licensee may, subject to consent of Licensor, which shall not be reasonably refused,
have the right to sublicense any portion of the manufacture, advertising or sale to any third party, the rights
granted to Licensee hereunder. However, any approved sublicense shall be subject to the terms of this
Agreement, and Licensee shall remain liable for the full and timely performance of the obligation hereunder by all
approved sub licensees.

c. Distribution. Licensee may, subject to consent of Licensor, establish and determine any and all distribution
channels for the Licensed Articles, which may include retail store sales, Internet sales, print catalogue sales, mail
order sales, wholesale sales, tour programs established in connection with Licensor and/or its independent
retailers or franchisees, mom & pop stores and all other sales outlets.

2. Term

a. Term of License. The initial term of this Agreement and the license granted hereunder (the "Initial Term") shall
commence on the date first above written and, unless sooner terminated in accordance with the provisions hereof,
shall remain in full force and effect until April 28, 2007. At the end of the Initial Term, if Licensee is not then in
default under this Agreement, this Agreement may at the option of Licensee and Licensor be renewed for up to
two additional two-year terms (each, a "Renewal Term"), upon written notice by Licensee prior to the expiration
of any such term.

b. Termination in Bankruptcy. Notwithstanding any provision herein to the contrary, if a petition in bankruptcy is
filed by or against Licensee, or if Licensee becomes insolvent, or makes an assignment for the benefit of its
creditors or any arrangement pursuant to any bankruptcy law, or if Licensee discontinues its business or if a
receiver is appointed for it or its business, then, to the fullest extent permitted by law at the time of the
occurrence, this Agreement and the license hereby granted shall automatically and
immediately terminate, without any notice or further action by either party being necessary. In the event this
Agreement is terminated by operation of this Section 2(b) Licensee and its receivers, representatives, trustees,
agents, administrators, successors and/or assigns shall have no right to further manufacture any Licensed Articles
or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining
thereto, except upon the separate written consent and instruction of Licensor. Notwithstanding the above, any
and all Licensed Articles or related goods in inventory and/or unfinished goods and packaging materials for which
production is already underway at such time, may be completed and sold by, or on behalf of Licensee, subject to
all other terms of this Agreement.

c. Early Termination, This Agreement may be terminated at any time (i) by mutual written consent of Licensor and
Licensee; (ii) at any time by Licensee upon thirty (30) days written notice to Licensor; or
(iii) by either party for cause. For purpose of this Section 2, 'cause" shall be defined as any material breach by the
other party of any of the terms or conditions of this Agreement, or any representations contained herein including,
without limitation, failure by Licensee to timely make Royalty payments as required under Section 4 of this
Agreement or failure by Licensee to obtain or maintain product liability insurance as required under Section 12(b)
of this Agreement, which breach remains uncured thirty (30) days after written notice thereof to the breaching
party. In the event Licensee elects to cease marketing Licensed Articles, Licensee shall immediately notify
Licensor in writing of such election. This Agreement and the license granted hereunder shall automatically
terminate thirty (30) days following the date on which Licensee notifies Licensor of its election to cease marketing
Licensed Articles.

d. Effect of Termination. Upon the termination of this Agreement, for any reason, the license granted under
Section 1 shall terminate. In such event, Licensee shall cease using the Property and shall cease manufacturing,
selling, distributing and advertising Licensed , Articles, except that, in the event this Agreement is terminated other
than by Licensor for cause or by operation of Section 2(b) above, for a period of ninety (90) days following such
termination, Licensee may continue using the Property solely for the purpose of disposing of Licensed Articles
that were on hand or in the process of manufacture on the date Licensee received notice of such termination,
subject to Licensee's timely payment of Royalties for such Licensed Articles. Upon the expiration of such ninety
(90) day period, Licensee shall destroy all Licensed Articles not disposed of in accordance with this Section 2
(d). In addition, Licensee shall provide Licensor with a statement, signed by, a duly authorized officer of
Licensee, verifying that Licensee has complied with the requirements of this Section 2(d). The termination of this
Agreement shall not affect any obligation accruing or arising prior to the effective date of the termination.

3. Approval of Licensed Articles and Advertising Materials.

a. Pre-Production Submittal Approvals. Licensee shall submit to Licensor, at no additional cost to Licensor, four
(4) pre-production samples of each proposed Licensed Article, together with the promotional or packaging
material proposed by Licensee to be used with such Licensed Articles. Licensee shall not manufacture, advertise,
market, sell, use or distribute any Licensed Articles or any promotional or marketing materials relating to the
Licensed Articles before obtaining Licensor's written approval of all required pre-production submittals for each
such item. Licensor agrees in good faith not to unreasonably withhold any such approval, and further agrees that
in the event that it disapproves of any pre-production material, that it will promptly provide Licensee with written
notice detailing any and all reasons for withholding such approval. In the event Licensor disapproves of any pre-
production submittal, Licensee shall promptly work to modify such submittal to conform to the requirements of
Licensor and shall re-submit such pre-production submittal to Licensor for review and approval, as set forth
above. On the other hand, if Licensor fails to provide to Licensee of its written approval or disapproval of any
pre-production submittal within twenty (20) days following Licensor's receipt thereof, such failure shall constitute
a disapproval of the pre-production submittal.
b. Production Submital Approval. Following Licensor's acceptance of all pre-production submittals, Licensee
shall submit to Licensor, at no additional cost to Licensor, four (4) production samples of the Licensed Article as
soon as such samples are reasonably available, for Licensor's approval. Licensee may manufacture, advertise,
market, sell, use, and distribute Licensed Articles after submitting to Licensor production samples of such License
Articles, provided that, upon Licensor's timely demand, Licensee shall immediately cease all manufacture,
advertisement, marketing, sales, use and distribution of such Licensed Articles if Licensor disapproves the
production samples. If Licensor fails to notify Licensee in writing of its disapproval of any production samples
within twenty (20) days following Licensor's receipt thereof, such failure shall constitute a disapproval of the
production submission.

c. Advertising Submittal Approvals. Licensee shall submit to Licensor, at no additional cost to Licensor, three (3)
samples or "mock-ups" of any advertising materials proposed to be used in connection with the Licensed Articles
or using any of the Property. Licensee shall not display, reproduce, use or distribute any such proposed
advertising materials before obtaining Licensor's approval of such materials. If Licensor fails to notify Licensee of
its written approval or disapproval of any proposed advertising materials within twenty (20) days following
Licensor's receipt thereof, such failure shall constitute a disapproval of any such advertising materials.

4. License Fee and Royalties

a. License Fee. Licensee shall pay to Licensor a one-time, non-refundable license fee of one thousand dollars
$1,000 (the "License Fee"). The License fee shall be in addition to, and not in lieu of, the amounts payable as
Royalties (as defined below) and shall not becredited toward such Royalties.

b. Calculation of Royalty. In consideration of the license granted hereunder, Licensee shall pay Licensor a royalty
(the "Royalty") in an amount of twelve percent (12%) of Licensee's Net Wholesale Sales Price for each Licensed
Article sold to any third party. For purposes of this Agreement, "Net Wholesale Sales" shall mean the gross sales
by Licensee and its affiliates of all Licensed Articles, sold pursuant to the Wholesale Price Lists for the Licensed
Articles as determined by the Parties hereto, less trade discounts, actual returns and allowances. No costs
incurred in the manufacture, sale, distribution or promotion of Licensed Articles shall be added, or deducted from
any Royalty payable by Licensee. However, should Licensee derive any "handling profits" from the shipping and
handling of Licensed Articles to third parties, then Licensee agrees to pay Licensor an additional royalty in the
amount of 12% of such "handling profits." Furthermore, no deduction or adjustment shall be made in the
computation of Net Sales for Licensee's uncollectible accounts. c. Licensor's Direct Purchase of Licensed
Articles. Licensor shall have the right, from time to time, to purchase the Licensed Articles directly from Licensee
for the purpose of resale through its own company-owned stores. Licensor may purchase any such Licensed
Articles at the current listed price. Royalty for use of trademarks will be calculated and paid on any such
purchase made by Licensor. Licensee will pay these royalties.

d. Wholesale Price Lists. Prior to the sale of any Licensed Articles, and, at regular proposed Wholesale Price
Lists pertaining to the Licensed Articles which shall be used for purposes of calculating the royalties due
hereunder. Licensee shall not manufacture, advertise, market, sell, use or distribute any Licensed Articles before
obtaining Licensor's written approval of such Wholesale Price Lists, which shall not be unreasonably withheld by
Licensor. Licensor further agrees that in the event that it disapproves of any Wholesale Price List or otherwise
disputes the proposed wholesale price of any Licensed Article stated thereon, that it will promptly provide
Licensee with, written notice detailing any and all reasons for withholding such approval.

e. Timing of Royalty Payments. The Royalty shall be calculated on Net Sales accruing to Licensee during each
calendar quarter and shall be paid to Licensor within forty-five (45) days following the end of each calendar
quarter during the Term of this Agreement. The Royalty shall be paid in U.S. dollars. Licensee's taxes, if any,
including but not limited to sales, use, inventory, income and value added taxes on sales of Licensed Articles, shall
be payable by Licensee and shall not be deducted from any Royalties due hereunder.

f. Statements of Account. Within forty-five (45) days following the end of each calendar quarter, Licensee shall
furnish Licensor with a complete and accurate statement showing the number, description, and wholesale sales
price, permitted deductions from the wholesale sales price of each and every Licensed Article distributed and/or
sold by Licensee, together with any returns made during such period. Such statements shall be furnished to
Licensor whether or not any Licensed Articles were sold by Licensee during the previous calendar quarter. The
receipt or acceptance by Licensor of any of the
statements furnished pursuant to this Agreement or of any Royalty payment hereunder (or the cashing of any
Royalty checks paid hereunder) shall not preclude Licensor from questioning the correctness thereof at any time,
and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall
rectified and appropriate payments made by Licensee within sixty (60) days thereafter. In the event Licensee
mistakenly pays Licensor more than is due, Licensee may deduct its overpayment from any future Royalty
payments.

5. Obligation to Maintain Records and Periodic Audits. During the Term of this Agreementand for a period of
five (5) years thereafter, Licensee shall keep and maintain full, true and accurate books of account and other
records containing specific information relating to Licensee's manufacture, use, distribution and sale of Licensed
Articles, including any and all Wholesale Price Lists for the Licensed Articles all with sufficient particularity to
permit the computation and verification of the amounts to be paid as Royalties hereunder. During the Term of this
Agreement and for a period of five (5) years thereafter, Licensor or an agent or representative Licensor shall be
permitted, upon prior written notice to Licensee of at least five (5) days, to audit, inspect and copy such books
and records at Licensee's premises during normal business hours, to verify the accuracy of the Royalties paid to
Licensor. Each such audit or inspection shall be at Licensor's expense, unless such audit or inspection reveals a
deficiency of more than five percent (5%) in the payment of any Royalty, in which case Licensee shall reimburse
Licensor for all expenses incurred by Licensor in connection with the audit or inspection (including but not limited
to reasonable attorney's or accountants' fees), in addition to the amount of the deficiency.

6. Quality Control Matters.

a. Production Quality in General. Licensee shall at all times maintain the same quality in the Licensed Article and
promotional and packaging materials relating thereto as produced in the examples approved by Licensor. The
Licensed Articles shall conform to manufacturing standards previously agreed upon by Licensee and Licensor or
established by Licensor from time to time.

b. Quality Control Testing and Spot Checks. The Licensed Articles manufactured by Licensee pursuant to this
Agreement shall be subject to such quality control testing procedures as have previously been delivered to
Licensee or approved in writing by Licensor or may be delivered to Licensee by Licensor from time to time
during the Term of this Agreement. In this connection, Licensee expressly covenants and agrees that it shall not
ship any Licensed Article to any destination if any such Licensed Article fails the quality control testing
procedures required hereunder. In addition, upon Licensor's reasonable request and at no additional cost to
Licensor, Licensee shall supply Licensor with reasonable quantities of additional samples of the Licensed Articles
and related promotional and packaging materials for off-site quality control inspection. c. Notification of Quality
Control Problems. In the event that any Licensed Articles do not, in Licensor's reasonable discretion, meet the
quality standards set forth in this Agreement or otherwise established by Licensor, in writing during the Term
hereof, Licensor shall notify Licensee in writing of any such deficiencies, and Licensee shall immediately make its
best efforts to repair or change such Licensed Articles to conform to such quality standards. If such conformity is
not or cannot be reasonably attained, Licensee shall not permit further such Licensed Articles to be manufactured
in such condition.

d. Changes. If during the Term of this Agreement there is to be any changes in the Licensed Articles or the
promotional or packaging material relating thereto after approval of production samples by Licensor, Licensee
must comply with the procedures set forth in
Section 3 above for such changed item before the item's manufacture, advertisement, marketing, sale, use or
distribution.

7. Promotional Uses by Licensor. Provided that such Articles are purchased or otherwise obtained directly from
Licensee, Licensor shall have and retain the right to distribute or utilize all of the Licensed Articles in connection
with any sale, premium, giveaway or promotional arrangement, which retained right may be exercised by
Licensor concurrently with the rights licensed to Licensee hereunder.
8. Acknowledgment of Ownership Rights. Licensee acknowledges that the Licensor's claim to the Property is
valid and that Licensor and/or its licensors shall own all right, title and interest in the Property and any additional
properties developed between these parties which are listed on Attachment "A" hereto or any subsequent
addenda thereto. Licensee shall not directly or indirectly contest the validity of the Property either during the
Term of this Agreement or after its termination or expiration. Licensee recognizes the great value of the publicity
and goodwill associated with the Property and acknowledges that such goodwill exclusively belongs to Licensor
and/or its franchisees, as the case may be. Licensee agrees to cooperate full and in good faith with Licensor for
the purpose of securing and preserving Licensor's (or any grantor of Licensor's) rights in and to the Property.
Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title, or
interest in or to the Property. In the event Licensee acquires any rights to any of the Property (other than as
expressly granted under this Agreement), Licensee agrees to assign, and hereby assigns, all such rights to
Licensor, and Licensee agrees to execute any instruments requested by Licensor to accomplish or confirm the
foregoing. Any such assignment, transfer or conveyance shall be without additional consideration other than the
mutual covenants and consideration set forth in this Agreement.

9. Representations and Warranties of Licensor.

a. Ownership of Licensed Rights. Licensor owns, or has the right to license the Property. Licensor has all
requisite power and authority to grant the license to Licensee pursuant to this Agreement.

b. No Known Infringement. There is no pending or, to the knowledge of Licensor, threatened claim or litigation
against Licensor (nor, to the knowledge of Licensor, does there exist any basis therefor) contesting Licensor's
ownership in, or right to use or license any of the Property in connection with the manufacture, distribution, use or
sale the Licensed Articles.

c. Binding Agreement. This Agreement, when executed and delivered by Licensor, shall constitute a valid and
binding agreement, in accordance with its terms, except as limited by(i) bankruptcy, reorganization, insolvency
and other laws affecting the enforcement of creditors' rights or contractual obligations generally and (ii) general
principles of equity (whether the enforceability, of this Agreement is considered n a proceeding in equity or at
law).

d. No Violation. Neither the execution and delivery by Licensor of this Agreement nor the consummation of the
transactions contemplated hereby is an event which, of itself or with the giving of notice or the passage of time or
both, constitutes a violation of or will conflict with or result in any material breach of the terms, conditions or
provisions of any judgment, law or regulation to which Licensor is subject; or of any agreement or instrument to
which Licensor is a party or by which it is bound.

10. Representations and Warranties of Licensee.

a. Binding Agreement. This Agreement, when executed and delivered by Licensee, shall constitute a valid and
binding agreement, enforceable upon Licensee in accordance with its terms, except as limited by (i) bankruptcy,
reorganization, insolvency and other laws affecting the enforcement of creditors' rights or contractual obligations
generally and (ii) general principles of equity (whether the enforceability of this Agreement is considered in a
proceeding in equity or at law).

b. No Violation. Neither the execution and delivery by Licensee of this Agreement nor the Consumption of the
transactions contemplated hereby is an event which of itself or with the giving of notice or the passage of time or
both constitutes a violation of or will conflict with or result in an material breach of the terms, conditions or
provisions of any judgment, law or regulation to which Licensee is subject, or of any agreement or instrument to
which Licensee is a party or by which it is bound.

11. Infringement Actions.

a. Defense of Third-Party Claims. In the event any third party asserts any demand, claim or cause of action
against Licensee alleging that Licensee's use of any of the Property in accordance with the terms of this
Agreement infringes the rights of such third party or otherwise constitutes an act of unfair competition against such
third party, Licensee shall promptly, and in any event no later than fifteen (15) days following Licensee's receipt
of such demand, claim or cause of action, notify Licensor of the demand, claim or cause of
action. Upon receipt of the above-described notice from Licensee, Licensor shall defend Licensee against the
demand, claim or cause of action asserted by the third party. In connection therewith, Licensee shall assist and
cooperate with Licensor the defense of any such action; provided, however. Licensor will bear all damages, costs
and expenses. Including attorneys' fees, arising from all such legal proceedings, and shall reimburse Licensee for
all damages, costs and expenses, other than attorneys' fees, incurred by Licensee in providing such assistance to
Licensor.

b. Pursuit of Third-Party Infringers. In the event Licensee believes that a third party is infringing the Property or is
committing acts of unfair competition relating to any of the Property, Licensee shall promptly and in any event no
later than fifteen (15) days following Licensee's discovery of such acts of infringement or unfair competition, notify
Licensor of such infringement or acts of unfair competition. Licensor shall have the option, in its sole discretion, to
take such action as such Licensor deems appropriate to stop such infringement or acts of unfair competition,
including, but not limited to, filing a civil action against the party engaging in such infringement or unfair
competition. Licensee shall cooperate with Licensor in any action or proceeding commenced by Licensor relating
to any third party act of infringement or unfair competition and shall, at the request and expense of Licensor, join
any such proceeding as a party. Licensee acknowledges that Licensor, in its sole discretion may settle or dismiss
any such proceeding at any time. All damages, costs or other amounts recovered by Licensor as a result of any
such action, claim or settlement shall be the sole property of Licensor.

c. Effect of Infringement Actions on Royalty Obligations. The institution of any infringement action by or against
Licensee with respect to the Property shall not affect Licensee's obligations to pay Royalties and to make
quarterly reports to Licensor under
Section 4 hereof.

12. Indemnification.

a. Indemnification of Licensor. Licensee shall indemnify and hold harmless Licensor, its officers, employees and
representatives (the "Licensor Indemnities"), and hereby indemnifies and holds harmless such Licensor
Indemnities, from and against all damages, claims, losses, expenses, costs, obligations and liabilities, including,
without limitation, liabilities for attorneys' fees such items being hereinafter collectively reflected to as "Loss and
Expense") suffered or incurred by a Licensor Indemnity directly or indirectly as a result of (i) an injury to or death
of any person or persons directly or indirectly arising out of or resulting from any goods or services manufactured,
finished, distributed, sold or offered by Licensee, its employees, agents or representatives, (ii) any damage to or
loss of any property directly or indirectly arising out of or resulting from any goods or services manufactured,
finished, distributed, sold or offered by Licensee, its employee, agents or representatives, (iii) any breach of any
representation or warranty made by Licensee under this Agreement, or (iv) any failure by Licensee to perform or
fulfill any of its covenants or agreements set forth in this Agreement or any agreement executed in connection
herewith.

b. Indemnification of Licensee. Licensor shall indemnify and hold harmless Licensee, its officers, employees and
representatives (the "Licensee Indemnities"), and hereby indemnifies and holds harmless such Licensee
Indemnities, from and against all damages, claims, losses, expenses, costs, obligations and liabilities, including,
without limitation, liabilities for attorneys' fees such items being hereinafter collectively reflected to as "Loss and
Expense") suffered or incurred by a Licensee Indemnity directly or indirectly as a result of (i) any alleged
infringement of any copyright, trademark, trade secret or other intellectual property right held by any third party,
directly or indirectly arising out of or resulting from any goods or services manufactured, finished, distributed, sold
or offered by Licensee, its employees, agents or representatives,
(ii) any breach of any representation or warranty made by Licensor under this Agreement, or (iv) any failure by
Licensor to perform or fulfill any of its covenants or agreements set forth in this Agreement or any agreement
executed in connection herewith.

c. Liability Insurance. In support of its obligations under this Agreement, Licensee shall, during the Term of this
Agreement and for period of six (6) months thereafter, maintain general liability insurance (which shall include
product liability) underwritten by a Best A-rated insurer, which insurance shall have coverage limits of not less
than one million U.S. dollars ($1,000,000) per occurrence for death or personal injury, one million U.S. dollars
($1,000,000) per occurrence for property damage, and two million U.S. dollars ($2,000,000) aggregate liability
per year. Within thirty (30) days following the execution of this Agreement, also within 30 days of the annual
renewal term, and within thirty (30) days prior to the
beginning of each calendar year during the Term of this Agreement, Licensee will provide Licensor with a copy of
its certificate(s) of insurance verifying the existence of the liability insurance required hereunder and of Licensee's
compliance with the terms of this Section 13(c).

13. Compliance with Applicable Laws.

Licensee agrees that the Licensed Articles will be manufactured, sold, distributed, and promoted in accordance
with all applicable Federal, State and local laws and that the policy of manufacture, sale, distribution and/or
promotion by Licensee shall be of high standard and to the best advantage of the Property and that the same shall
in no manner reflect adversely upon the good name or reputation of Licensor or the Property.

14. Government Clearance and Export Matters.

a. Government Clearance. Licensee shall, at its own expense, obtain any required governmental consents,
approvals or clearances (including, without limitation, export and import licenses) required to make, have made,
use, market, sell or distribute the Licensed Articles. Licensor agrees to cooperate with and to assist Licensee in
any reasonable manner in applying for, obtaining or maintaining any such consents, approvals or clearances, all at
Licensee's expense.

b. Limitations on Export. This Agreement and the License shall be subject to all of the statutes and regulations of
the United States controlling or relating to the export of products and other commodities.

15. Proprietary Rights Notices.

Licensee agrees that where commercially practicable, each Licensed Article and all packaging, advertising
promotional or display materials employing the Property shall bear an appropriate trademark and/or copyright
notice and any other legal notices Licensor may prescribe from time to time during the Term of this Agreement. If
such notice cannot be placed directly on the Licensed Articles, then Licensee shall place such notice on all
packaging, advertising and display materials used in connection with the Licensed Article.

16. Additional Limitations on Sale of Licensed Articles.

a. Agreement to Actively Sell Articles. Licensee agrees to diligently and continuously manufacture, sell, distribute
and promote Licensed Articles and to make and maintain adequate arrangement for the distribution of the
Licensed Articles. Licensee agrees to print and distribute at its own expense 30,000 EagleRider catalogues to
licensors customers within the first 12 months of this agreement. In addition to all other remedies available to it
hereunder, upon ninety (90) days written notice to Licensee, Licensor may remove from this Agreement any
Property that is not diligently and continuously used by Licensee in the manufacture, sale, distribution and
promotion of the Licensed Articles or class or category of Licensed Articles that is not diligently and continuously
manufactured, sold, distributed and promoted by Licensee for a period of at least five (5) consecutive months.
Licensor has the right to terminate this agreement at any time if Licensee is unable to supply franchises or
Licensor with an adequate supply of merchandise within the trademark class 025 in a reasonable amount of time.

b. Sales to Licensor. Licensee agrees to sell to Licensor such quantities of Licensed Articles as Licensor shall
request at as low a price on as good terms as Licensee sells similar quantities of the Licensed Articles to the
general trade.

17. Miscellaneous.

a. Entire Agreement. This Agreement, together with the Attachments hereto, constitutes the entire Agreement
between the parties and supersedes and cancels any and all prior agreements, written or oral, between them
relating. to the subject matter hereof; this Agreement may not be amended except in a writing signed by both of
the parties hereto. Assignment. This Agreement may not be assigned without the prior written consent of
b. Assignment. This Agreement may not be assigned without the prior written consent of each of the parties. c.
Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

d. Survival. The provisions of Sections 2(d), 4, 5, 6, 7, 8, 11, 12 and 15 shall survive the termination or
expiration of this Agreement for any reason.

e. Notices. Unless otherwise specified herein, all notices, demands and other communications that may be or are
required to be given hereunder or with respect hereto shall be in writing and shall be given either by personal
delivery, by overnight delivery service or by certified mail, return receipt requested, postage prepaid and shall be
deemed to have been given or made when personally delivered, the next business day following the date such
notice was sent by overnight delivery service, or three (3) days after the date such notice was deposited in the
mail, as the case may be, and shall be addressed as follows:

                                                    If to Licensor:

EagleRider, Inc.
11860 South La Cienega Blvd
Hawthorne, CA 90250

Attention: Chris McIntyre and/or Jeff Brown Phone: (310) 536-6777

                                                    If to Licensee:

Execute Sports, Inc.
1284 Puerta Del Sol, Ste 150 San Clemente, CA 92673
Attention: Don Dallape
Phone: (949) 498-5990

Any party may change its address for purposes of notice pursuant to the Agreement by notifying the other parties
of such change of address in the manner set forth above.

f. Law Governing. This Agreement shall be governed by, construed and enforced in accordance with the laws of
the State of California, without regard to the conflicts of law rules of such State.

g. Arbitration of Disputes. In the event of any dispute or controversy arising out of, or relating to, this Agreement,
the parties hereto agree to submit such dispute or controversy to binding arbitration. The sole arbitrator shall be
selected from the list by the American Arbitration Association ("AAA") following written request by any party
hereto. If the parties hereto after notification of the other party(ies) to such dispute cannot agree upon an
arbitrator within thirty (30) days following receipt of the list by all parties to such arbitration, then either party may
request, in writing, AAA, appoint an arbitrator within ten (10) days following receipt of such request (the
"Arbitrator"). The arbitration shall take place in the County of Los Angeles, California, at a place and time
mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the
Arbitrator, at a place and time determined by the Arbitrator. Such arbitration shall be conducted in accordance
with the Streamlined Arbitration Rules and Procedures of AAA. Each party hereby waives any right it may have
to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any
proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam
jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding
arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient
for personal jurisdiction in any action against it as contemplated by this
Section by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of
notices as set forth in this Agreement. The decision of the Arbitrator shall be
final and binding on all the parties to the arbitration, shall be non-appealable and may be enforced by a court of
competent jurisdiction. In addition to its reasonable attorneys' fees, the prevailing party shall also be entitled to
recover from the non-prevailing party its reasonable costs and expenses. The Arbitrator may grant any remedy
appropriate including, without limitation, injunctive relief or specific performance. All applicable rules of California
law and Civil Procedure shall govern and in the event that any discovery dispute arises, either party may seek
resolution and/or enforcement thereof by the Superior Court within the County where the Arbitration is
conducted. Prior to the appointment of the Arbitrator, any party may seek a temporary restraining order or a
preliminary injunction from the Orange County Superior Court, which shall be effective until the Arbitrator
renders a final decision.

h. Waiver of Provisions. The terms, covenants and conditions of this Agreement may be waived only by a written
instrument executed by the party waiving compliance. The failure of any party at any time or times to require
performance of any provision of the Agreement shall in no manner affect the right at a later date to enforce the
same or to enforce any future compliance with or performance of any of the provisions hereof. No waiver by any
party of any condition or other breach of any provision, term or covenant this Agreement whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of
any such condition or the breach of any other provision, term or covenant of this Agreement.

i. Captions. The captions of Sections of this Agreement are for convenience of reference only and shall not
control or affect the meaning or construction of the provisions of this Agreement.

j. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or
future law effective during the Term hereof, such provision shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and
the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance here from. Further, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such
illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

k. Further Assurances. From time to time after the date hereof, Licensee and Licensors shall execute all such
additional instruments, licenses and certificates and shall take all such other actions as Licensee or Licensors, as
the case may be, may reasonably request in connection with the consummation of this Agreement and effecting
the intent and purpose hereof.

l. Relationship of Parties. Nothing in this Agreement, its provisions, or the transactions, obligations and
relationships contemplated hereby shall, in and of itself, constitute any party to this Agreement as the agent,
employee or legal representative for any other party hereto for any purpose what ever, nor shall any party to this
Agreement hold itself out as such. This Agreement does not create and shall not be deemed to create a
relationship of partners, joint ventures, associates or principal and agent between the parties hereto. Each of the
parties acknowledges that it is acting as a principal hereunder.

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

                      LICENSOR:                                           LICENSEE:

                      EagleRider Inc.                                     Execute Sports, Inc.
                      By Chris McIntyre                                   By: Don Dallape
                                                                   Exhibit 10.14

                                    ORIGINAL

                           TRADEMARK LICENSE AGREEMENT

      THIS AGREEMENT is made this 18th day of March, 2003 by and between YAMAHA
MOTOR CORPORATION, U.S.A., a California corporation, whose principal place of
business is located at 6555 Katella Avenue, Cypress, California 90630
(hereinafter referred to as "YMUS") and YAMAHA MOTOR COMPANY, LTD., 2500
Shingai, Iwata, Shizuoka 4388501, Japan (hereinafter referred to as "YMC") (YMUS
and YMC may be collectively referred to as "YAMAHA") and Padova International
U.S.A. (d.b.a. Execute Sports) a Nevada corporation whose principal place of
business is located at 23121 Arroyo Vista Ste. B, Rancho Santa Margarita,
California 92688 (hereinafter referred to as "Licensee").

                                    RECITALS

      WHEREAS, YMC owns or is authorized to grant, for the purposes of this
Agreement, the rights in and to the trademark described in Schedule A, attached
hereto, as well as, names, titles, symbols, designs, copyrights, trademarks,
artwork, and elements embodied in or derived from the property (hereinafter
collectively referred to as the "Property"); and

      WHEREAS, Licensee desires to obtain from YMC the right to use the Property
on and in connection with the manufacture, sales, distribution and promotion of
the articles described below, and YMC is willing to grant such right based upon
the terms and conditions set forth below;

      WHEREAS, YMUS is a wholly-owned subsidiary of YMC and YMC desires that
YMUS manage and maintain the Trademark License Agreement with those Licensee's
that will market the Licensed Product in North America.

      WHEREAS, YMUS desires to manage and maintain the North America Trademark
License Agreements for YMC.

      NOW, THEREFORE, in consideration of the mutual promises and undertaking
herein contained, it is hereby agreed:

1)    GRANTS OF LICENSE

      (a) Grant: YMC hereby grants to Licensee a non-exclusive, non-transferable
license, for the term of this Agreement and subject to its terms and conditions,
the non-exclusive right, license and privilege to use the Property in the manner
described herein in association with the Articles listed in Schedule B, attached
hereto except as provided in Paragraph's 14 hereof.

      (b) Articles: For purposes of this Agreement, Articles shall be those
products listed in Schedule B attached hereto which bear the Property.

      (c) Territory: The license hereby granted extends only to the Territory
described in Schedule C, attached hereto.

      (d) Term: Unless sooner terminated in accordance with the provisions
hereof, the initial term of the license hereby granted and the renewal terms, if
any are to be provided hereunder, shall extend for the periods set forth in
Schedule D, attached hereto.

      (e) Net Sales: Shall mean all gross sales of all Licensee's Articles, no
deduction shall be made for cash or other discounts or uncollectible accounts.



      (f) Sold: Shall mean when Articles are billed out, delivered or shipped by
or on behalf of Licensee, whichever shall first occur.

      (g) Affiliates: An entity shall be related to or affiliated with a party
hereto if one of them is a subsidiary of the other or both are subsidiaries of
the same body corporate or each of them is controlled by the same person. If two
bodies corporate are affiliated with the same body corporate at the same time,
they shall be deemed to be affiliated with or related to each other.

2.    TERMS OF PAYMENT

      (a) Rate: Licensee agrees to pay to YMC as its royalty a sum equal to the
percentage set forth in Schedule E, attached hereto, of all Net Sales by
Licensee or its Affiliates. No costs incurred in the manufacture, sale,
distribution or promotion of the Articles or in the payment by Licensee of taxes
of any nature shall be deducted from any royalty payable by Licensee.

      (b) Minimum Royalties: Licensee agrees to pay to YMC a minimum royalty
consisting of an advance payment to be applied against a minimum guarantee
against which royalty payments shall be credited for each annual period in the
initial term hereof and in any renewal term hereunder, in the amounts and in the
manner specified in Schedule F, attached hereto. All royalty payments, advance
payments and minimum guarantee payments shall be made payable to YMC and sent to
YMC with a copy to YMUS, in accordance with Paragraph 19, Schedule J. No part of
any such minimum royalty shall in any event be repayable to Licensee. Royalty
payments which exceed any annual period's minimum royalty guarantee in the
initial term or any renewal term(s) shall not be credited toward the minimum
royalty guarantee of any succeeding annual period in either the initial or
renewal term(s).

      (c) Periodic Statements: Within thirty (30) days after the close of the
calendar quarter in which the initial shipment of articles covered by this
Agreement is made, and thereafter within thirty (30) days after the close of
each calendar quarter, Licensee shall furnish to YMC and YMUS, in the form
attached hereto as Exhibit B, signed by Licensee and certified as accurate
indicating all of the following information by month:

            (1)   Total invoice price of all licensed Articles Sold by Licensee
                  or its Affiliates during the period covered by such percentage
                  royalty payment.

            (2)   Computation of the amount of percentage royalty payable
                  hereunder for said period.

            (3)   Identification of the customers and the licenses Articles
                  including SKU, description and quantity that they purchased.

            Such statements shall be furnished to YMUS and YMC, whether or not
any of the Articles have been Sold during said period. All information shall be
shown separately for each country within the territory. Licensee agrees that
royalty reports will indicate clearly (by name of character or similar
description) the Articles Sold and will be given in sufficient detail to YAMAHA
to separate royalties by Article. It is understood that timely rendering of all
statement required hereunder is essential under the terms of this Agreement, and
failure to render such statements in a timely fashion shall be deemed to be a
breach of the Agreement immediately after the deadline has gone by, regardless
of whether YMUS gives Licensee notice to this effect.

      (d) Records and Audits: Licensee shall keep and maintain complete and
accurate records of the transactions underlying the accounting statements to be
furnished hereunder, and shall allow representatives of YMUS during office hours
and upon reasonable notice to Licensee to inspect and make extracts or copies of
such records for the purpose of ascertaining the correctness of such statements.
If any such examination or audit shall reveal a deficiency of Royalty Payments
due YMC, Licensee shall send payment to YMC with copy to YMUS, within ten (10)
days of receipt of notice to cure the deficiency to YMC of any deficiency plus
interest from the date when such deficiency should have been paid at 2% above
the prime rate as quoted by the Chase Manhattan Bank in New York for the period
of such deficiency. Furthermore, in the event such examination or audit reveals
any deficiency of five percent (5%) or more, Licensee shall pay, in addition to
such deficiency, the cost of such examination and audit. Upon demand of YMUS,
but not more than twice in any twelve (12) month period, Licensee shall at its
own expense furnish to YMC and YMUS a detailed statement prepared by an
independent certified public accountant showing the style number, sales of each
respective style number, description, gross sales price, itemized deductions
from gross sales price, Net Sales of the Articles covered by this Agreement
distributed and/or Sold by Licensee to the date of YMC and YMUS' demand. All
books of account and records shall be kept available for at least five (5) years
after the termination of this license.



      (e) Royalty Payments: Licensee shall remit to YMC with copy to YMUS, the
royalties due in excess of any previously paid advance sum for each calendar
quarter within thirty (30) days after the close of each calendar quarter, and
payment shall be made with the statement rendered for that quarter. Payment
shall be in U.S. funds payable to YMC. The receipt or acceptance by YMC of any
of the statements hereunder, or any royalties paid hereunder, or the cashing of
any royalty check paid hereunder, shall not preclude YMC or YMUS from
questioning the correctness thereof at any time, and in the event that any
inconsistencies or mistakes are discovered in such statements or payments, they
shall be immediately rectified with the appropriate payment made by Licensee in
accordance with the terms stated in Paragraph 2(d).

3)    LICENSOR'S RIGHTS

      Licensee recognizes all of YMC's rights and interest in and to the
Property and that all use of the Property licensed hereunder inures to the
benefit of YMC. No right, title, or interest, except the license interest
granted by Paragraph 1 hereof, is transferred by this Agreement to Licensee.
Licensee agrees that it shall not claim any title to or right to use the
Property except pursuant to this Agreement, and it shall not at any time attack
or challenge the right of YMC in and to the Property, regardless of the nature
or basis or forum of such attack or challenge, and regardless of whether it
relates to title or validity. Licensee hereby agrees that at the termination or
expiration of this Agreement, Licensee will be deemed to have assigned,
transferred and conveyed to YMC all rights in the Property which may have been
obtained by Licensee or which may have vested in Licensee as a result of its
activities under this Agreement, and Licensee will execute any reasonable
instruments requested by YMUS to accomplish or confirm such assignment, transfer
and conveyance. No consideration other than the mutual covenants and
considerations of this Agreement shall be necessary for any such assignement,
transfer or conveyance.

4)    ADVERTISING

      (a) Licensee agrees not to advertise or publicize any of the Articles
licensed hereunder in any medium without the prior written approval of YMUS,
which approval shall not be unreasonably withheld.. All advertising and
promotional materials including, but not limited to, artwork, displays, and
copy, shall be submitted by Licensee to YMUS for written approval prior to the
use of any such advertising or promotional materials.

      (b) YAMAHA shall use the Property and shall have the right to use
Licensee's name so as to give the Property, Licensee, YAMAHA, and any other
production in any medium, which may be based upon the Property, full and
favorable prominence and publicity. YAMAHA shall not be under any obligation
whatsoever to advertise, broadcast, exhibit or use the Property or any person,
character, symbol, design or likeness or visual representation thereof in any
medium.

5)    QUALITY OF MERCHANDISE

      (a) Licensee agrees that the Articles covered by this Agreement at all
times shall be of high standard and of such style, appearance and quality as to
protect and enhance the Property and the good will pertaining thereto, shall
meet YAMAHA'S quality standards and specifications, and shall be manufactured,
Sold, distributed and promoted in accordance with all applicable Federal, State
and local laws. Before selling or distributing any of the Articles, Licensee
shall furnish to YMUS free of cost, for its written approval, the following in
the order listed:



            1)      Sketches (when applicable)
            2)      Finished artwork and final proofs (when applicable)
            3)    Pre-production samples or strike offs.
            4)    Finished products, including packaged samples.
            5)    All other finished displays, labels, packing and wrapping
                  material.

            The quality and style of such Articles as well as of any finished
displays, labels, packing or wrapping material shall be subject to the approval
of YMUS. Any item submitted to YMUS shall not be deemed approved unless and
until the same shall be approved by YMUS in writing. After samples have been
approved pursuant to this paragraph, Licensee shall not depart there from in any
material respect without YMUS' prior written consent, and Licensor shall not
withdraw its approval of the approved samples except on sixty (60) days prior
written notice to Licensee. In the event YMUS does withdraw its prior written
approval, Licensee has one hundred and eighty (180) days to sell off any of its
Articles on hand or in process at the time, with any of the prior approved
artwork. Before Licensee has commenced selling any such Articles covered by this
Agreement, Licensee shall furnish to YMUS without cost twelve (12) samples of
each such Article, together with any displays, labels, packing and wrapping
material used in connection therewith. Thereafter, YMUS may request from time to
time, individual random samples of each Article and its related material as
herein before described, being manufactured and Sold by Licensee hereunder.

      (b) YAMAHA shall have the right to take samples at random from production
runs twice a year but that, if quality problems are encountered as a result of
the examination of samples, YAMAHA shall have the right to take such samples
more frequently in an effort to assure that proper quality control has been
established. YAMAHA shall also have the right to have its representatives visit
the plant or plants where the Articles covered by this Agreement are made and
where the displays, packaging material and the like are printed or produced in
order to determine whether or not proper quality controls are being exercised.

6)    LABELING

      Licensee shall cause to appear on or within each Article Sold by Licensee
under the terms of this Agreement, and on or within all advertising, promotional
or display material and on all packaging, wrappers, labels, tags, and any other
printed material employing the Property, the copyright notice as specified in
Schedule G, attached hereto, or other notice or notices as may reasonably be
specified by YMUS, to the extent that this may be feasible in light of the size
and nature of the Articles and associated materials. Licensee shall cause to
appear on all Articles Sold by Licensee under the terms of this Agreement and on
all advertising, promotional and display material, and on all packaging,
wrappers, labels, tags, and other printed material used on or in connection with
the Articles employing the Property, appropriate trademark or service mark
notices, approved by YMUS, which, in case of goods sold in the United States
under registered trademarks and service marks, shall be (R) (or "Registered in
the United States Patent and Trademark Office" or "Reg. U.S. Pat. & TM. Off").
Each and every tag, label, wrapping, and packaging containing any such notice
and all advertising, promotional or display material bearing the Property shall
be submitted by Licensee to YMUS for its written approval prior to use by
Licensee. Approval by Licensor shall not constitute waiver of Yamaha's rights or
Licensee's duties under any provisions of this Agreement.

7)    APPROVALS BY YAMAHA

      Any such request for approval shall be submitted to YMUS on the two page
form attached hereto as Exhibit A. With respect to all written approvals by YMUS
required under Paragraphs 5(a), 6(a), and 7 of this Agreement, each item
submitted by Licensee shall be deemed disapproved if Licensee has not received
written approval from YMUS of the items in questions within fifteen (15)
business days after its submission by Licensee to YMUS. Nothing herein, however,
shall be deemed to obligate YMUS to respond to any such submission prior to the
expiration of the fifteen (15) business day period provided hereunder.



8)    YAMAHA'S WARRANTY AND INDEMNIFICATION

      (a) YMC represents and warrants that it holds all such rights and interest
in the Property as are required to permit YMC and YMUS to enter into this
Agreement and this it is authorized to enter into and perform this Agreement.
Furthermore, YMC represents and warrants that the Property is valid and
subsisting and that it shall, at its own expense, maintain same in good standing
including effecting any requisite registrations and renewals thereof.

      (b) YMC and YMUS represents and warrants that use of the Property in
connection with the manufacture, distribution, sale and promotion of the
Articles will not violate or infringe the right of any third party.

      (c) YAMAHA represents and warrants that any products that have been or
will be licensed by YAMAHA to other licensees do not and will not violate any of
the rights that YAMAHA has granted to Licensee under the terms of this
Agreement. YAMAHA also represents and warrants that the Property licensed to
Licensee for use on the Articles under the terms of this Agreement does not
violate any of the rights that the YAMAHA has granted or will grant to other
licensees. YAMAHA hereby represents, warrants and indemnifies Licensee against
and undertakes to hold it harmless from all actions, claims or suits brought
against Licensee arising out of the use of the Property by Licensee that relate
to Licensor's possession of right, title and interest in the Property and/or to
YAMAHA's entitlement to grant this license for the use of the Property on and in
connection with the manufacture, sale, distribution and promotion of the
Articles set forth in Schedule B. Licensee agrees that:

            1)    Licensee shall provide YMUS with prompt notice of any such
                  action, claim or suit;

            2)    YMUS shall have the sole right and option to undertake and
                  conduct the defense of any action, claim or suit so brought;

            3)    If Licensee with the authorization from YMUS, undertakes and
                  conducts the defense of any such action, claim or suit,
                  Licensee shall not make or execute any settlement of any
                  action, claim or suit without the prior written consent, of
                  YMUS; and

            4)    Licensee shall reasonably cooperate with YMUS in any action,
                  claim or suit undertaken and conducted by YMUS.

      (d) YAMAHA shall indemnify and hold Licensee harmless from and against any
and all damages, liabilities, costs (including reasonable attorneys' fees) and
expenses incurred by Licensee as a result of any temporary or final legal
judgment or settlement arising out of or resulting from any alleged breach by
YAMAHA of the representations and warranties contained in Paragraph 9(a), 9(b)
and 9(c) to the extent such judgment(s) and settlement(s) relate(s) to aspects
of the licensed Articles covered by this Agreement.

      (e) Licensee shall give YMUS thirty (30) days notice to correct any
alleged breach by YAMAHA, and Licensee will not commence any action against
YAMAHA or any other licensees of the Property without giving Licensor thirty
(30) days prior notice of such suit, nor will it in any such action seek
preliminary injunctive relief or a temporary restraining order against use of
the Property without giving YAMAHA fifteen (15) days notice of motion. It is
expressly agreed that a breach of the terms of this subsection shall be adequate
grounds for termination of this license, which termination shall be effective
forthwith upon YMUS' mailing a notice to Licensee in accordance with the notice
provision of Paragraph 20. Termination of this Agreement pursuant to this
subsection shall be without prejudice to any rights that Licensee may otherwise
have against YAMAHA.

9)    PROTECTION OF YAMAHA'S RIGHTS

      Licensee agrees to use its best efforts to assist YAMAHA to the extent
necessary to protect YAMAHA's rights to the Property. YAMAHA may commence or
prosecute any actions, claims or suits in its own name or in the name of
Licensee, or join Licensee as a party thereto. Licensee shall notify YMUS in
writing of any infringements or imitations of the Property on Articles similar
to those covered by this Agreement which may come to Licensee's attention, and
YMUS shall have the sole right to determine whether or not any action shall be
taken on account of any such infringements or imitations. Licensee shall not
institute any suit or take any action on account of any such infringements or
imitations without first obtaining the written consent of the YMUS to do so.



10)   INDEMNIFICATION BY LICENSEE AND INSURANCE

      (a) Licensee shall defend and indemnify both YMUS and YMC, its officers,
directors, agents and employees, against all costs, expenses and losses
(including reasonable attorneys' fees) incurred through claims of third parties
against YMUS and/or YMC based on the manufacture or sale of the Licensed
Products including, but not limited to, a result of temporary or final legal
judgment arising out of any alleged unauthorized use of any patent, copyright,
design, mark, process, idea, method or device by Licensee in connection with the
Articles covered by this Agreement (except for claims that the Property
infringes any copyright, design, patent, mark or idea) or any other alleged act
or omission by Licensee and from all claims, suits, loss or damages arising out
of alleged defects in the Articles, or any alleged failure adequately to perform
any agreement or render any service in respect of the Articles, or any injury
resulting from the use of the licensed Articles or the rendering of any services
in respect of the Articles. The provisions of this subsection (a) shall survive
the termination of this Agreement.

      (b) Prior to the first offer for sale of any Licensed Article and during
this Agreement and for three (3) years after its expiration or termination,
Licensee will obtain, at it's own expense, general liability insurance,
including product liability, complete operations liability, contractual
liability, and advertising injury insurance for the Licensed Articles, related
trade dress, containers, and advertising and promotional materials from a
recognized insurance company that is licensed to do business in any state within
the United States, providing adequate protection for YMUS and YMC (as well as
for Licensee) as set forth in Schedule I, attached hereto. Licensee further
agrees that YAMAHA will have the annual right to require Licensee to cause such
insurance policy or policies limits to be increased by a reasonable amount or
modified form and content in reasonable way. Such policy shall provide
protection against any and all claims, suits, loss, causes of action or damage
arising directly or indirectly from or out of the design, testing, manufacture,
sale, distribution, advertisement, labeling, safety, use, misuse, or out of any
alleged defects or failure to perform in the Articles or any material used in
connection therewith or any use thereof, with such policy naming Yamaha Motor
Corporation, U.S.A. and Yamaha Motor Co., Ltd. and its employees as an
"Additional Insured". Such insurance policy shall provide that it cannot be
canceled without thirty (30) days prior written notice to YMUS. As proof of such
insurance, a fully paid certificate of insurance naming YAMAHA, its employees as
an "Additional Insured" party shall be submitted to YMUS by Licensee for YMUS'
prior approval before any Article is distributed or Sold hereunder, and no later
than thirty (30) days after the commencement of the initial term of this
Agreement. Any proposed change in certificates of insurance shall be submitted
to YMUS for its prior approval. YMUS shall be entitled to a copy of the ten
prevailing certificate of insurance, which shall be furnished to YMUS by
Licensee.

      (c) For purposes of this paragraph, "YAMAHA, YMUS, YMC" shall also include
the grantor(s), officers, directors, agents and employees of YAMAHA, YMUS, YMC
its Affiliates, and any other product in any medium, which may be based upon the
Property, the producers of said products, any sponsor of said products and its
advertising agencies, and their respective officers, directors, agents and
employees.

11)   ARTWORK AND PROMOTIONAL MATERIAL

      In all cases where Licensee desires artwork and related material in
connection with its use and promotion of the Property, the cost of same and the
time for production thereof shall be borne by Licensee. All such artwork and
related material incorporating the Property or any production thereof,
notwithstanding their invention, creation or use by Licensee, shall be and
remain the property of YMUS; and YMUS shall be entitled to use the same and to
license the use of same by others provided such use does not conflict or compete
with or impair or diminish Licensee's use thereof during the term of this
Agreement.
12)   YAMAHA's REPUTATION

      Licensee agrees that it will not do any act or thing which may in the
reasonable opinion of YAMAHA bring YAMAHA or its products into contempt, serious
disrepute or ridicule or portray any of these in a manner which is or can be
reasonably construed as being grossly offensive or unsafe (e.g., encouraging
reckless and unsafe riding or racing on an open public roadway); include any
material in the Licensed Product which is lewd, grossly obscene or defamatory
under the law of any country in which the Licensed Product is officially
distributed (e.g., obscene language, nudity); and do any act which, in the
reasonable opinion of YAMAHA, damages or tarnishes the goodwill, image, or
reputation of YAMAHA, and their respective products and trademarks.

13)   DISTRIBUTION

      (a) During the term of this Agreement, Licensee will diligently and
continuously manufacture, offer to sell, distribute and promote the Articles
covered by this Agreement and will make every effort to maintain adequate
arrangements for the efficient distribution of the Articles. In this respect
Licensee shall offer for sale by the marketing date specified in Schedule H,
attached hereto, with delivery within a reasonable time thereafter, at least one
of the Articles in each of the categories listed in Schedule B. If at any time
thereafter Licensee for a period of three (3) consecutive months has failed to
offer to sell and to manufacture and distribute any of the Articles (or any
class or category of the Articles) covered hereunder, YAMAHA, in addition to all
other remedies available to it hereunder, may terminate this Agreement with
respect to such Articles or class or category thereof which have not been so
offered for sale and manufactured and distributed during such period by giving
notice of termination to such effect to Licensee in accordance with the notice
provision of Paragraph 19. Without limiting the foregoing, or any other
obligations of Licensee under this Agreement, but on the condition that YMUS
provides prior written notice in accordance with the notice provision of
Paragraph 19.

      (b) Licensee shall not knowingly sell or distribute the Articles to
jobbers, wholesalers, distributors, retail stores, merchants or any other third
party whose sales or distribution are or will be made for publicity or
promotional tie-in purposes, combination sales, premiums, giveaways or similar
methods of merchandising without prior approval.

      (c) In the event any sale is made at a special price to any of Licensee's
Affiliates or to any other person, firm, or corporation related in any manner to
Licensee or its officers, directors or major stockholders, Licensee shall pay a
royalty on such sales based upon the price generally charged the trade by
Licensee.

      (d) Licensee agrees to keep YMUS, at its request, advised of the wholesale
and suggested retail prices at which Licensee sells the Articles covered
hereunder.

      (e) Licensee will sell to YAMAHA such quantities of the Articles as YMUS
shall request at as low a rate on as good terms as Licensee sells similar
quantities of the Articles to the general trade.

14)   DEFAULT & TERMINATION

The following termination rights are in addition to the termination rights
provided elsewhere in the Agreement.

      (a) Immediate Right of Termination. YAMAHA shall have the right to
immediately terminate this Agreement by giving written notice to Licensee in the
event that Licensee does any of the following:

                        1) unless otherwise prohibited by law, if a petition in
                        bankruptcy is filed by or against Licensee and such
                        petition is not vacated within sixty (60) days, or if
                        Licensee becomes insolvent, or makes an assignment for
                        the benefit of its creditors or an arrangement pursuant
                        to any bankruptcy law, or if Licensee discontinues its
                        business or if a receiver is appointed for it or its
                        business, to the fullest extent permitted by law at the
                        time of the occurrence, the license hereby granted shall
                        automatically terminate forthwith without any notice
                        whatsoever being necessary. In the event this Agreement
                        is terminated as a result of the bankruptcy or
                        insolvency of Licensee, Licensee, its receivers, agents,
                        representatives, trustees, administrators, successors,
                        and/or assignees shall have no right to sell, exploit or
                        in any way deal with or in any Articles covered by this
                        Agreement or any carton, container, packing, or wrapping
                        material, advertising, promotional or display material
                        pertaining thereto, except with and under the special
                        consent and instructions of Licensor in writing, which
                        they shall be obligated to follow;



                        2) after having commenced sale of the License Articles,
                        fails to continuously sell Licensed Products for three
                        (3) consecutive Royalty Periods;

                        3) fails, after receipt of written notice from YAMAHA,
                        to immediately discontinue the distribution or sale of
                        the Licensed Articles or the use of any packaging or
                        promotional material which does not contain the
                        requisite legal legends; or

                        4) fails to make timely payment of Royalties when two or
                        more times during any twelve-month period.

14)   BREACH

      (a) If either party has materially breached or failed to perform any of
its respective obligations under the terms of this Agreement, the other
(nonbreaching) party shall have the right to terminate the license hereby
executed upon thirty (30) days notice in writing, in accordance with the notice
provision of Paragraph 19, unless the breaching party shall completely remedy
the breach within the thirty (30) day period, and satisfy the other
(nonbreaching) party that the failure or breach has been remedied. Termination
of the license under the provisions of this subsection (a) shall be without
prejudice to any rights, which either party may otherwise have against the other
party. Upon termination of this license, if such termination is a result of
breach by Licensee, all guaranteed royalties on sales therefore made shall
become immediately due and payable; no advances against royalties shall be
repayable; and the balance of any minimum royalty guarantees shall become
immediately due and payable.

      (b) Furthermore, in the event that litigation of any nature with respect
to the performance by YAMAHA or Licensee of their obligations hereunder is
initiated, costs and expenses shall be payable in accordance with any order of
the court or arbitration panel presiding over such ruling.

15)   FINAL STATEMENT UPON TERMINATION OR EXPIRATION

      Sixty (60) days before the expiration of this license and, in the event of
its termination, ten (10) days after receipt of notice of termination or the
happening of the event which terminates this Agreement where no notice is
required, a statement showing the number and description of Articles covered by
this Agreement on hand or in process shall be furnished by Licensee to YMUS.
YMUS shall have the right to take a physical inventory to ascertain or verify
such inventory and statement, and refusal by Licensee to submit to such a
physical inventory by YMUS shall forfeit Licensee's right to dispose of such
inventory, with YMUS retaining all other legal and equitable rights Licensor may
have in the circumstances.

16)   DISPOSAL OF STOCK UPON TERMINATION OR EXPIRATION

      After termination or expiration of the license under the provisions
hereof, Licensee, except as otherwise provided in this Agreement, may dispose of
Articles covered by this Agreement which are on hand or in process at the time
notice of termination is received or upon the expiration date, whatever the case
may be, for a period of sixty (60) days thereafter, on a nonexclusive basis,
provided advance and royalty payments are up to date for the current period and
statements are furnished for that period in accordance with Paragraph 2. All
applicable royalties which are to be paid on Articles on hand or in process at
the time of termination shall be paid within twenty (20) days from the time the
termination notice is received. The sell off period can not commence until
sender has received from Licensee, the applicable prepaid royalty, with a copy
to YMUS, for all of the Articles that are on hand or in process at the time of
termination. Notwithstanding anything to the contrary herein, Licensee shall not
manufacture, sell or dispose of any Articles covered by this license after its
expiration or its termination based on the failure of Licensee to affix notice
of copyright, patent, trademark or service mark registration or any other notice
to the Articles, cartons, containers or packing or wrapping material or
advertising, promotional or display material, or because of the departure by
Licensee from the quality and style approved by YMUS hereunder.



17)   EFFECT OF TERMINATION OR EXPIRATION

      (a) Upon and after the expiration or termination of this license
Agreement, all rights granted to Licensee hereunder shall revert to YAMAHA, who
shall be free to license others to use the Property in connection with the
manufacture, sale, distribution and promotion of the Articles covered hereby,
and Licensee will refrain from further use of the Property or any further
reference to it, in connection with the manufacture, sale, distribution or
promotion of any product, except as provided in Paragraph (1 8). It shall not be
a violation of any right of Licensee if YAMAHA should, at any time during the
term hereof, enter into negotiations with another to license the use of the
Property with respect to the Articles listed in Schedule B, attached hereto,
within the Territory, provided that it is contemplated that such prospective
license agreement shall commence after the termination of this Agreement.

      (b) Throughout and after the term of this Agreement, Licensee will not
manufacture, distribute, sell or promote any products with similar name, symbol,
logo or trademark to that of the Property. In the event that the Licensee does
manufacture, sell, distribute or promote any such products, the same shall be
governed by the terms of this Agreement, including without limitation, the
obligation to pay royalties in accordance with Paragraph 2 hereof.

18)   LICENSOR'S REMEDIES

      (a) Licensee acknowledges that its failure to commence in good faith to
offer to sell, manufacture, distribute and promote the Articles listed in
Schedule B within the period specified in Paragraph 13, and to continue during
the term hereof to use its best efforts to offer to sell, manufacture,
distribute and promote the Articles covered by this Agreement will result in
immediate and irreparable damage to Licensor.

      (b) Licensee acknowledges that its failure (except as otherwise provided
herein) to cease the manufacture, sale, distribution or promotion of the
Articles covered by this Agreement at the termination or expiration of this
Agreement or any portion thereof will result in immediate and irreparable damage
to Licensor and to the rights of subsequent licensee. Licensee acknowledges and
admits that there is no adequate remedy at law for such failure to cease
manufacture, sale, distribution or promotion, and Licensee agrees that in the
event of such failure, YAMAHA shall be entitled to terminate this Agreement and
to equitable relief by way of temporary and permanent injunctions and such other
and further relief as any court of competent jurisdiction may deem just and
proper.

19)   NOTICES

      All notices and statements required under this Agreement shall be in
writing addressed to the parties as set forth in Schedule J attached hereto,
unless notification of a change of address is given in writing. All such notices
and statements shall be sent Certified Mail or Registered Mail, Return Receipt
Requested or by a reputable Commercial Air Express service (such as Fedex). The
date of mailing shall be deemed the date the notice or statement is received by
either party and such receipt is certified or registered with the post office or
commercial air express service.

20)   RELATIONSHIP BETWEEN THE PARTIES

      Except as otherwise provided in this Agreement, Licensee shall not
represent itself as the agent or legal representative of YAMAHA for any purpose
whatsoever, and shall have no right to create or assume any obligation of any
kind, express or implied, for or on behalf of YAMAHA in any way whatsoever. This
Agreement shall not create or be deemed to create any agency, partnership or
joint venture between the Licensee and YAMAHA.



21)   NO ASSIGNMENT OR SUBLICENSE

      None of Licensee's benefits or obligations under this Agreement shall be
transferred by assignment, merger, operation of law or any other means, nor
shall Licensee delegate any of said benefits or obligations by sublicensing or
any other means, except with the prior written consent of YMUS which consent
shall not be unreasonably withheld. Any transfer or delegation of any of
Licensee's rights in violation of the preceding sentences shall be null and
void. Any or all of YAMAHA's rights may be transferred or delegated by YAMAHA
without restriction of any kind. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the parties, their successors and
assigns.

22)   CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

      Licensee acknowledges that, in the course of the performance of this
Agreement, Licensee may obtain confidential information or materials from YAMAHA
including, without limitation, the following items related to the Property,
YAMAHA materials and/or Licensed Property: underlying literary material,
creative elements, style guides, research material and data, specifications,
processes, technological developments, or other proprietary materials. Licensee
shall, at all times both during the Term and thereafter, keep all of such
confidential information in confidence and trust. Licensee shall not use such
confidential information other than as expressly permitted herein or by
Approval. Licensee agrees to return to YMUS any written, printed or other
materials embodying such confidential information and/or materials, including
all copies or excerpts thereof, given to or acquired by Licensee in connection
with this Agreement. Licensee shall not directly or indirectly disclose to the
public or to any non-essential person and/or entity any of the terms of this
Agreement without the prior written approval of YMUS, unless otherwise required
to do so by any law established by any government with applicable jurisdiction.
Licensee acknowledges that any breach of the foregoing will cause irreparable
injury to YAMAHA not readily measurable in monetary amounts; consequently,
YAMAHA shall, without waiving any other rights or remedies, be entitled to
injunctive and/or declaratory relief in connection with any breach or threatened
breach hereof.

23)   ENTIRE AGREEMENT

      This Agreement and the Schedules attached hereto, is intended by the
parties as a final and complete expression of their agreement, and supersedes
any and all prior and contemporaneous agreements and understandings related to
it.

24)   MODIFICATION AND WAIVER

      This Agreement may not be modified and none of its terms may be waived,
except in writing signed by all parties. The failure of any party to enforce, or
the delay by any party in enforcing, any of its rights shall not be deemed a
continuing waiver or a modification of this Agreement.

25)   ACT OF GOD

      Neither party shall be responsible for or liable for failing to perform
any part of this Agreement or indirectly resulting from or contributed to by any
foreign or domestic embargoes, seizures, acts of God, insurrections, wars and/or
continuance of war; acts of terrorism or the adoption or enactment of any law,
ordinance, regulation, ruling or order directly or indirectly interfering with
the performance under this Agreement; or lack of the usual means of
transportation, fires, floods, explosion, strikes, earthquakes; or other events
or contingencies beyond its control, either of the foregoing nature or of any
kind.



25)   PARAGRAPH HEADINGS

      The headings of the paragraphs are for convenience only and in no way
limit or affect the provisions hereof.

26)   AGREEMENT COUNTERPARTS

      This Agreement may be executed in any number of counterparts and all of
these counterparts shall for all purposes constitute one Agreement binding on
the Parties and be deemed originals for all purposes notwithstanding that all
parties are not signatory to the same counterpart.

27)   SPECIAL PROVISIONS

      Licensee shall comply with the obligations set forth in Schedule B(x)
attached hereto. 28)

APPLICABLE LAW/VENUE

      This Agreement shall be governed and construed and all disputes arising
hereunder shall be adjudicated, by application of the laws of the State of
California, and no other laws of any other jurisdiction, foreign or domestic,
shall apply. In the event that one or more provisions shall at any time be found
to be invalid or otherwise rendered unenforceable, such provision or provisions
shall be severable from this Agreement, so that the validity or enforceability
of the remaining provisions of this Agreement shall not be affected thereby.

      IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed as of the day and year first above written.

                                    YAMAHA MOTOR CORPORATION, U.S.A.
                                    and YAMAHA MOTOR COMPANY, LTD.

                                       By: /s/ S. Kato
                                           -------------------------------------
                                                 S. Kato/President

                                       Date: May 28, 2003

                                    Padova International (dba Execute Sports)
                                    (Licensee)

                                       By: /s/ Don Dallape
                                           -------------------------------------
                                       Title: CEO
                                       Name: Donald Dallape
                                       Date Signed: 3/18/03
Exhibit 10.15

                            LAW OFFICES

                RENNER, OTTO, BOISSELLE & SKLAR, LLP

                1621 EUCLID AVENUE. NINETEENTH FLOOR

                     CLEVELAND, OHIO 44115-2191
                                  TEL: (216) 621-1113 FAX: (216) 621-6165

                              EMAIL MAILROOMORENNEROTTO.COM

                                                 March 25, 2003

Ms. Cheryl Gardner
Padova International USA
23121 Arroyo Vista, Suite B

Rancho Santa Margarita, CA 92688

                    Re: License Agreement with KTM Sportmotorcycle, USA Our File:
                                           KTMAGO169H

Dear Ms. Gardner:

Lowell Anderson of KTM forwarded your request for a license agreement to me because I handle the trademark
matters for KTM. KTM has a standard license agreement, and a copy ready for your president's signature is
attached. Please look this agreement over and let me know if you have any questions.

The agreement was drafted for licensees who were already making KTM branded products. It therefor calls for
samples of existing products and a catalog. If you do not yet have a sample of each different material on which
you intend to use the KTM mark, you may send us a sample of the material with someone else's mark on it. Our
purpose is to get one tee shirt, one decal, and/or one of each different material on which the KTM logo is going
to be used for quality control purposes. If you do not have designs yet established, the license agreement allows
for this by requiring you to submit new designs to us. Between the material samples and the product designs
which we approve, we will be ale to monitor quality which is a requirement for a trademark owner.

The license agreement also requires a sign-up fee of $1,500. This is not an advance against royalties, but a fee for
entering the license agreement. In addition, you will need to send us a certificate of insurance showing KTM
Sportmotorcycle USA, Inc. as an additional insured in the amount of $1 million.

If you have any questions concerning the license please feel free to call me or e-mail me. My e-mail address is
gkinder@rennerotto.com. I look forward to hearing from you.\

Very truly yours, Gordon D. Kinder
                                          LICENSE AGREEMENT

THIS AGREEMENT is between KTM Sportmotorcycle USA, Inc., a corporation of Ohio, having a place of
business at 1119 Milan Avenue, Amherst, OH 44001 (hereinafter called LICENSOR), and Padova International
U.S.A., Inc., a Nevada corporation, dba Execute Sports, having its principal place of business at 23121 Arroyo
Vista Suite B, Rancho Santa Margarita, CA 92688, (hereinafter called "LICENSEE").

WHEREAS, LICENSOR is the owner of the mark KTM as applied to motorcycles (the KTM MARK) and of
U.S. Trademark Registration No. 1,664,945 for that mark, a true and correct copy of the Trademark
Registration being attached hereto, marked Exhibit "A", and made a part hereof.

Whereas LICENSEE is in the business of manufacturing and selling motorcycle accessories including motorcycle
seat covers and graphics kits, using the KTM MARK, or a substantially similar mark for sale on its products to
the public;

WHEREAS, LICENSEE has requested a license to use the KTM MARK in connection with motorcycle seat
covers and graphics kits, and LICENSOR has agreed to grant LICENSEE such a license under certain terms
and conditions set forth herein.

NOW, THEREFORE, in consideration of the sum of $1500.00 to be paid to LICENSOR on or before the
Effective Date of this Agreement (hereinafter defined), in consideration of the royalty payments specified below,
the above Recitals and for other good and valuable consideration, including the mutual covenants herein
expressed, the parties hereto agree as follows:

1. Grant.

LICENSOR hereby grants LICENSEE a non-exclusive license to use the KTM MARK in accordance with the
provisions of this Agreement in connection with motorcycle seat covers and graphics kits (LICENSED
PRODUCTS) for a period from January 1, 2003 (the "Effective Date") through December 31, 2003. This
AGREEMENT does not grant LICENSEE the right to use the KTM mark in any manner other than on
LICENSED PRODUCTS and advertisements for or promotions of the sale of LICENSED PRODUCTS.

2. Manner of Use of KTM MARK by LICENSEE and Quality Control.

The LICENSEE expressly recognizes as the essence of this agreement the importance to LICENSOR, to its
reputation and goodwill, and to the public, of maintaining high, uniformly applied standards of quality in
connection with products bearing the KTM MARK. LICENSEE agrees to maintain the quality of the goods
offered under the KTM MARK including the advertising, marketing, and promotion of those goods, and their
cartons, containers, packing and wrapping material, at the same high level that LICENSOR has established for
the goods it sells under the KTM MARK. LICENSOR has the right, upon reasonable notice to visit
LICENSEE's premises where the LICENSEE's goods are manufactured, stored, packaged and/or offered for
sale in order to assure itself that the quality of the goods is being maintained. In addition, LICENSEE agrees to
provide to LICENSOR, at the beginning of the term of this agreement and at the beginning of each calendar year
thereafter for so long as this agreement is in effect, representative samples of the products manufactured and/or
sold by LICENSEE bearing the KTM MARK so that LICENSOR may confirm that LICENSEE is maintaining
the required quality.

LICENSOR has the right to approve the manner of LICENSEE's use of the KTM MARK. LICENSOR
approves the current use of the KTM MARK as reflected in the current catalog of LICENSEE's products,
attached hereto as Exhibit B. Before offering any other LICENSED PRODUCT,

LICENSEE agrees to provide a specimen in the form of a sample, printer's proof, or equivalent to LICENSOR
for LICENSEE's approval. LICENSOR shall have 30 days from receipt of the specimen to approve it as
consistent with the KTM brand and its image, which approval shall not be unreasonably withheld. If no response
from LICENSOR is received by LICENSEE within thirty days of receipt of the specimen, approval shall be
presumed.
LICENSEE agrees to submit to KTM an advance copy of any proposed advertising or promotional materials for
LICENSED PRODUCTS that include the KTM MARK, regardless of medium, including but not limited to print
media and electronic media, for approval by KTM. Approval of the proposed manner of using the KTM MARK
in the submitted advertising and/or promotional materials shall not be unreasonably withheld and shall be
presumed unless KTM specifically disapproves by notice sent to LICENSEE in a manner calculated to be
received by LICENSEE within two weeks of the day the proposed materials were received by LICENSOR.

LICENSEE agrees to provide at the beginning of the term of this agreement and at the beginning of each calendar
year thereafter for so long as this agreement is in effect a product catalog or other listing showing and describing
all LICENSED PRODUCTS offered for sale by LICENSEE.

LICENSEE agrees that whenever it uses the KTM MARK it shall include the registration symbol, (R), to
provide notice that the KTM MARK is registered.

If LICENSOR determines that the quality of the goods has not been maintained or the registration symbol has not
been used, LICENSOR shall promptly notify LICENSEE in writing and shall specify the claimed defect in
quality. LICENSEE shall have thirty (30) days after receipt of a written notice from LICENSOR to cure the
claimed defect. The parties will use their best efforts to amicably resolve any dispute concerning the existence of a
quality defect. The parties acknowledge that this agreement contains a covenant of good faith and fair dealings.

3. Royalty Payments.

NET INVOICED PRICE shall mean the total invoice amount of all sales by the LICENSEE of LICENSED
PRODUCTS, less trade discounts, returns, insurance, commissions to third parties, and shipping costs (so far as
shipping costs are separately invoiced). LICENSEE shall pay a royalty of three percent (3%) of the NET
INVOICED PRICE on a semi-annual- basis-within-thirty-days (30) of the end of each calendar half. Payments
shall be made by sending a check payable to LICENSOR at the address stated above, unless otherwise
instructed to do so. Each payment shall be accompanied by a report categorizing the LICENSED PRODUCTS
sold by product number or other commercial trade designation and the total of the NET INVOICED PRICE for
each category.

4. Trademark Ownership, Use and Protection.

(a) LICENSEE recognizes LICENSOR's ownership of and title in and to the KTM MARK and shall not at any
time do or permit to be done any act or thing which will in any way impair the rights of LICENSOR in and to the
KTM MARK and shall not at any time claim any right or interest in or to the KTM MARK except as expressly
granted herein.

(b) LICENSEE further agrees that during the term of this Agreement and after its termination, however occurring,
LICENSEE shall not:

(i) use the KTM MARK or any other marks confusingly similar thereto in connection with any goods, products,
or services not covered by this Agreement; or
(ii) apply for or seek registration anywhere at any time of the KTM MARK or any other marks confusingly
similar thereto; or
(iii) use the KTM MARK or any other marks confusingly similar thereto in any corporate or trade name; or
(iv) do anything or commit any act which might prejudice or adversely affect the validity of the KTM MARK or
LICENSOR's ownership thereof.

(c) Upon termination of this Agreement, however occurring, LICENSEE shall forthwith cease to use the KTM
MARK and shall thereafter not use as a trade name, trademark or service mark any marks or names consisting
of or containing the mark KTM or any other names or marks which are confusingly similar to the KTM MARK.

5. Accounting.

(a) LICENSEE agrees to keep complete and accurate books and records reflecting the number of LICENSED
PRODUCTS manufactured and sold and the NET INVOICED PRICE so that the royalties due hereunder may
be accurately computed.
(b) LICENSEE agrees to permit LICENSOR or its authorized agent to inspect once per year all books and
records of LICENSEE that reasonably relate to enforcement of this agreement, upon at least 72 hours advance
notice and during regular business hours, for the purpose of inspecting and copying such records specifically
relating to the manufacture, use, or sale of LICENSED PRODUCTS as defined herein in order to verify the
amount of royalties payable under this Agreement. The cost of any such inspection shall be borne by
LICENSOR. LICENSOR acknowledges the confidential nature of the documents and information that are/will
be entrusted to it by LICENSEE upon execution of this Agreement. LICENSEE agrees, for itself, its agents or
assigns not to use, provide or allow all or any part of this information to be provided to anyone for any purpose
other than this agreement without prior written authorization of the LICENSEE, and undertakes to take all
necessary measures to insure that this confidentiality is maintained.

6. Indemnification.

LICENSEE hereby indemnifies and agrees to hold LICENSOR harmless from and against any and all claims,
liability, loss or damage, cost or expense, including but not limited to attorneys' fees and related costs resulting
from the sale or offer of sale by LICENSEE of any product bearing the KTM MARK. LICENSEE shall assume
full responsibility for, and the expense of, investigation, defense, legal fees and payment of any settlements or
judgments resulting from any complaint, demand, claim or legal action encompassed by the foregoing indemnity
provided LICENSEE is notified promptly in writing of any such complaint, demand, claim or legal action and
LICENSEE is given authority to defend or settle such matter. LICENSEE shall maintain in full force and effect,
with all premiums paid thereon, product liability insurance relating to the LICENSED PRODUCTS sold or
offered for sale by LICENSEE under the KTM MARK, with LICENSOR listed as an additional insured, in the
amount of $1,000,000, for a period of two years from the termination of this agreement. At the beginning of the
term of this agreement and at the beginning of each renewal term LICENSEE shall provide LICENSOR a
certificate of insurance showing LICENSOR as an additional insured.

LICENSOR shall indemnify and hold harmless LICENSEE, including full responsibility for attorney fees, costs
and payments of any settlements or judgments resulting from any complaint, demand, claim or legal action
brought against LICENSEE concerning the ownership or right to use the KTM MARK, provided LICENSOR is
notified promptly in writing of any such complaint, demand, claim or legal action and LICENSOR is given
authority to defend or settle such matter.

7. New Products.

This agreement covers LICENSED PRODUCTS only. In the event that LICENSEE wants to use the KTM
MARK in association with additional goods, it must submit those goods for approval by LICENSOR and
determination of an appropriate royalty rate for those goods. LICENSOR reserves the right to refuse to approve
any additional goods in its sole discretion.
8. Term of Aqreement.

This Agreement shall take effect on the date last executed by one of the parties and, unless sooner terminated as
provided in paragraph 9 hereafter, shall extend from that day to and including December 31, 2003. This
agreement shall be automatically renewed for additional one year terms, unless terminated according to the terms
of this agreement.

9. Automatic Termination.

This Agreement shall terminate immediately and automatically if any of the following events occur:

(a), LICENSEE is ordered or adjudged bankrupt, is placed in the hands of a receiver, or otherwise commences
to enter into any plan or composition with its creditors or makes any unauthorized assignment for the benefit of its
creditors;

(b) Any portion of the assets of-LICENSEE are lawfully seized or attached;

(c) Any action is commenced to liquidate or dissolve LICENSEE, except if such liquidation or dissolution follows
a permitted assignment of LICENSEE's rights granted in this Agreement;

(d) LICENSEE fails to maintain product liability insurance as required in paragraph 6 of this Agreement.

If either party to this Agreement materially breaches any of the provisions hereof other than by the actions or
events described in paragraph 9 a, b, c, and/or d, the other-party may give written notice to the party committing
the breach specifying in detail the nature of such breach, and the party given such notice shall have thirty days
following receipt thereof, to remedy such breach. If the breach is not corrected within such thirty-day period,
termination of this Agreement shall become effective immediately thereafter upon such party giving prompt written
notice of termination. Failure of a party to exercise the herein provided right of termination for breach shall not.
constitute a waiver of the right of that party to terminate in the event of a subsequent breach regardless of the
character thereof.

10. Voluntary Termination.

This agreement may be terminated by either party by giving notice to the other party at least thirty (30) days
before the end its term or by mutual written consent of the parties at any time.

11. No Agency

Nothing in this Agreement shall be construed to place either party in the position of a partner, agent, or employee
of the other party, and neither party shall have any power to bind the other party to third parties. Both parties
covenant and agree not to hold each other out as an agent or employee of the other party.

12. Waiver.

Waiver of any term or breach or series of breaches hereof shall not be construed as a waiver of that or other
terms or subsequent breaches whether or not of the same or similar kind or import.
13. Breach and Remedies.

(a) In the event of any breach by LICENSEE of its obligations to pay royalties, LICENSEE shall have ten (10)
days after delivery of written notice to cure the breach, then if not cured, LICENSOR shall have the right, at its
option, to sue to recover royalties owed (with LICENSEE paying all costs and expenses, including attorneys
fees), and to terminate the Agreement.
(b) In the event of termination of this Agreement LICENSEE shall have three (3) months thereafter to complete
any work in progress and/or sell any existing inventory of LICENSED PRODUCTS, provided any such work in
progress or inventory of LICENSED PRODUCTS complies with the quality standards set forth in this
agreement.
(c) Any dispute arising under or related to this Agreement-shall be resolved in the State of Ohio, United States of
America.
(d). LICENSOR and LICENSEE hereby agree to the jurisdiction of the courts of the State of Ohio, United
States of America, and agree to be bound by any judgments rendered thereby.
(e) This Agreement shall be interpreted and enforced under the laws of the State of Ohio, in the United States of
America, exclusive of its choice of laws and conflict of laws provisions.

14. Notices.

Any notice required or permitted to be given by either party hereto to the other party, including any service of
process, shall be deemed to be sufficient if given in writing and sent by registered or certified mail or by overnight
courier to the other party at the respective address set out above.

Whenever any notice, payment, request for approval, or other communication is required to be sent to
LICENSOR, a copy shall be sent to LICENSOR's counsel at the address below:

Either party may by written notice to the other change the address of such party to which notices may be
addressed.

15. Severance of Terms.

Any term or provision of this Agreement found to be illegal or unenforceable shall be severed from this
Agreement which shall otherwise remain in full force and effect.

16. Bindinq Effect.

The parties hereto represent that each has the right, power and authority to enter into this Agreement and to
perform all of the obligations hereunder; that the execution, delivery and performance of this Agreement has been
duly authorized by their respective corporations, and that this Agreement constitutes a legal binding contract,
enforceable in accordance with its terms.

17. Assignability.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their legal heirs,
successors, and assigns; provided, however, that the rights granted to the LICENSEE under this Agreement
cannot be assigned other than as part of the transfer or sale of substantially the entire business of LICENSEE and
then only with the prior written approval and consent of the LICENSOR, which consent shall not be
unreasonably withheld. However, no assignment of any of LICENSEE's rights hereunder shall be binding and
valid until written notice thereof to LICENSOR and LICENSOR receives full and complete assumption in writing
from the assignee of all of LICENSEE'S obligations under this Agreement, and the assignee also provides
LICENSOR with reasonable evidence that the assignee has in full force and effect, with all premiums paid
thereon, product liability insurance relating to the LICENSED PRODUCTS to be sold or offered for sale by the
assignee under the KTM MARK, with LICENSOR listed as an additional insured, in the amount of $1,000,000,
such product liability insurance to be maintained in effect for the remainder of the term of this Agreement as
provided in paragraph 6(a) above.
18. Entire Agreement.

This Agreement constitutes the full and complete agreement between the parties relating to the licensed KTM
MARK. This Agreement may be modified only by written amendments hereto made subsequently and executed
by proper and duly authorized representatives of the LICENSOR and LICENSEE.

19. Counterparts.

This agreement maybe signed in counter parts.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized officers
effective from the Effective Date.

         KTM Sportmotorcycle USA, Inc.                       Padova International USA Inc.

         By:                                , President        By:    /s/ Don Dallape , President
               -----------------------------                         ----------------------------

         Dated:                                                Dated:      3/3/03
               ---------------------------                              -------------------------

         Witness                                               Witness
                --------------------------                               ------------------------
Exhibit 10.16

Redline Sports Marketing, Inc. Agreement #:ESM092704BL Licensee: Execute Sports Marketing

                      LIMITED LICENSE AGREEMENT FOR BOBBY LABONTE

THIS AGREEMENT, is entered into as of the 27th day of September 2004, by and between REDLINE
SPORTS MARKETING, INC., a North Carolina corporation ("Redline"), and PADOVA INTERNATIONAL
dba EXECUTE SPORTS MARKETING, a corporation under the laws of California ("Licensee").

                                                BACKGROUND

A. Redline is the owner of, or has rights to, and desires to license certain trademarks which are set forth on the
attached Exhibit A ("Redline Trademarks").

B. Redline has rights in and desires to license certain copyrights in works, which are set forth on the attached
Exhibit B ("Redline Copyright Works").

C. Licensee is engaged in the business of manufacturing and selling the products set forth on Exhibit C ("Licensed
Products") attached hereto and desires to obtain a limited license from Redline to manufacture and sell such
products bearing the Redline Trademarks and Redline Copyright Works as more specifically set forth herein.

D. Redline desires to protect the integrity of their respective trademarks and to protect and preserve the integrity
of and their respective rights in their respective copyright works.

E. Licensee and Redline agree that certain restrictions on Licensee's use of the Redline Trademarks and Redline
Copyright Works are necessary to protect their rights. Redline and Licensee have entered into this Agreement to
set forth their respective rights and obligations.

                                         TERMS AND CONDITIONS

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. LICENSE

1.1 Grant of Limited License By Redline. Upon the terms and conditions set forth herein, Redline hereby grants
to Licensee, and Licensee hereby accepts, a LIMITED, NONTRANSFERABLE license and NON-
EXCLUSIVE right to use the Redline Trademarks and the Redline Copyright Works in the Contract Territory
(as defined below) during the Contract Term (as defined below) in connection with the manufacture, packaging,
shipping and sale of the products set forth on Exhibit C bearing the Redline Trademarks and the Redline
Copyright Works (the "Licensed Products"). It is understood and agreed that this license shall pertain only to
Licensed Products and does not extend to any other product or service. The rights granted to Licensee
hereunder shall not include the right of Licensee, or any person or entity purchasing from Licensee other than
Action Performance Companies and their successors or assigns, to sell Licensed Products at race tracks or
souvenir trailers or concessionaires track side at or during any racing event. Licensee shall only have the right to
manufacture or produce Licensed Products in quantities that are reasonably required to meet its customer
demands.
1.2 Limitations; No Right to Sublicense. The license and rights granted herein shall be limited to the express terms
set forth herein and shall not include any right of Licensee to do any of the following acts, each of which is
expressly prohibited hereby: (i) manufacture any souvenirs, including the packaging thereof, bearing the Redline
Trademarks, or Redline Copyright Works, or any of them, except for Licensed Products; (ii) grant sublicenses or
assignments in or of the license granted herein or any portion thereof, except as approved in writing by Redline
and where the sublicensed manufacturer has executed a manufacturing agreement satisfactory to Redline; (iii)
produce any Licensed Products under any name other than Licensee's name set forth on Exhibit C; (iv) use or
knowingly permit the use of any of the Redline Trademarks or Redline Copyright Works in any manner or for any
purpose not specifically authorized under this Agreement; (v) change, alter, add to, delete from, augment or
modify the Licensed Products in any way or mix the Redline Trademarks or Redline Copyright Works with any
other unauthorized licensed indicia; or (vi) sell the Licensed Products to any person or entity for incorporation
into another product or souvenir that has not been properly licensed by Redline. No license is granted hereunder
for the manufacture, sale, or distribution of Licensed Products to be used as premiums, for fund raising, as
giveaways, in combination sales, or to be disposed of under similar methods of merchandising or sold for less
than the usual selling price for the purpose of increasing sales. Licensee shall not use any of the Redline
Trademarks or Redline Copyright Works in connection with any sweepstake, lottery, game of chance or any
similar promotional sales device, scheme, or program. In the event Licensee desires to use Licensed Products as
premiums or for promotional purposes, Licensee acknowledges that a separate contractual arrangement must be
made with Redline. Licensee's use of the Redline Trademarks or Redline Copyright Works is for the benefit of
Redline and Licensee shall not acquire any rights whatsoever in the Redline Trademarks or Redline Copyright
Works except as specifically set forth herein. Licensee is prohibited from using the Joe Gibbs Racing trademarks
or any affiliate trademarks in any domain name registration or uniform resource locator (URL) address. It is
agreed and understood that should Licensee desire to use the said trademarks on any Internet site, the request
must be submitted to Joe Gibbs Racing in writing.

Section 2. TERRITORY

2.1 Territory. The limited license granted pursuant to this Agreement shall extend throughout the United States of
America and its territories and possessions and Canada (the "Contract Territory"). Licensee may submit a written
request to Redline to extend the Contract Territory to additional countries. The Contract Territory will be
expanded only upon written approval of Redline. This Agreement grants no right to manufacture, sell, market or
distribute Licensed Products outside the Contract Territory, and this Agreement grants no right to authorize any
person or entity to manufacture, sell, market or distribute Licensed Products outside the Contract Territory.
Licensee agrees not to sell Licensed Products to any person or entity who Licensee knows or has reason to
know intends or is likely to resell Licensed Products outside the Contract Territory.

Section 3. TERM

3.1 Term. The term of this Agreement shall be for a period beginning on the date hereof and ending on December
31, 2005 (the "Contract Period") unless sooner terminated in accordance with the terms hereof. This Agreement
may be renewed by a writing signed by each party hereto.

Section 4. ROYALTY AND COMPENSATION

4.1 Royalty. (a) In consideration of the rights granted by Redline hereunder, Licensee hereby irrevocably agrees
to pay Redline a royalty (the "Royalty") equal to twelve percent (12%) of the Net Sales Price for each Licensed
Product sold (except in prearranged special projects wherein specific royalty rate will be discussed) or otherwise
distributed by Licensee payable in U.S. Dollars payable as set forth below.

(b) "Net Sales Price" shall mean the wholesale list price or top-of-the-line gross invoice sales price, whichever is
greater, less permitted discounts and allowances, not to exceed one percent (1%) of Licensee's Net Sales of
Licensed Product per annual period. No deductions shall be made for uncollectible accounts or for other costs
incurred in the manufacturing, selling, advertising or distribution of the Licensed Products. The royalty obligations
shall accrue on the earliest of shipping or actual invoicing by Licensee regardless of the time of collection by
Licensee.
(c) If Licensee sells any Licensed Products to any party affiliated with Licensee or directly or indirectly related to
or under common control with Licensee, at a price less than the regular price charged to unrelated parties, then
the royalty payable to Redline shall be computed on the basis of the regular price charged to unrelated parties.

(d) Upon expiration or termination of this Agreement, all Royalty obligations, including any unpaid portion of the
Guaranteed Minimum Royalty, shall be accelerated and shall immediately be due and payable, subject only to the
right of sell down.

(e) All of Licensee's obligations under this Section 4 shall be performed without any right of Licensee to invoke
set-offs, deductions and other similar rights.

(f) If Licensee enters any agreement permitting Licensee to use the name and/or likeness of any other NASCAR
team or personality and such agreement provides for a higher royalty percentage than specified herein, Licensee
immediately shall give Redline notice of such agreement and higher royalty percentage. The parties agree that
such notice shall automatically amend the royalty percentage of this Agreement to the royalty percentage of the
notified agreement and that the amended, higher royalty percentage shall be applied retroactively to all sales made
under this Agreement.

4.2 Guaranteed Minimum and Advance Royalties. Licensee agrees that notwithstanding the actual amount of
sales of Licensed Products, it shall be obligated to make certain nonrefundable minimum payments to Redline
("Guaranteed Minimum Royalties") in the amount of $7,000.00 during the Contract Period. The 2004
Guaranteed Minimum Royalty ($1,000.00) is payable as follows: $1,000.00 due upon execution of the
agreement. The 2005 Guaranteed Minimum Royalty ($6,000.00) is payable as follows: $1,500.00 due on or
before March 31, June 30, September 30 and December 31, 2005. All payments of Royalty pursuant to Section
4.1 in each calendar year will be credited against the Guaranteed Minimum Royalty. Once the prepaid minimum
amount is reached, royalty payments will be made in accordance with Section 4.1. Guaranteed Minimum
Royalties in excess of actual sales for any calendar year will not be applied against royalties due in any
subsequent calendar year.

4.3 Payments, Statements and Records. All royalty payments shall be due and payable within twenty (20) days
after the end of each calendar quarter for sales or distributions during the previous quarter. Complete and
accurate royalty reports will be due whether or not there were sales during the previous quarter. Late payments
shall bear interest at a rate equal to 1(1)/2% per month until paid. Licensee shall (i) furnish to Redline in
connection with each royalty payment, a statement of account of all sales activity relating to the Licensed
Products (including a per item breakdown including description of the Licensed Product, number sold or
distributed and Net Sales Price), together with such supporting detail that Redline may require and (ii) keep full,
true, clear and accurate records and books of account with respect to all Licensed Products, such books and
records to be retained for at least three (3) years after expiration of the Contract Period. Redline shall have the
right to inspect any such books and records related to the 4 Licensed Products and the manufacturing facilities of
Licensee or its authorized manufacturer during normal business hours and, where possible, upon advance notice.

The Royalties and Guaranteed Minimum Royalties due hereunder shall be paid to Redline at the address set forth
in Section 10.6 hereof.

In the event that an audit by Redline (or its representatives) determines a payment deficiency for Royalties due
versus Royalties actually paid by Licensee of five percent (5%) or greater, then the cost of the audit shall be paid
by Licensee, together with the Royalty deficiency plus interest thereon at an interest rate of 1(1)/2% per month
until paid in full.
The receipt and/or acceptance by Redline of the statements furnished or royalties paid hereunder or the cashing
of any royalty checks paid hereunder, shall not preclude Redline from questioning the correctness thereof at any
time. In the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall
immediately be rectified by Licensee and the appropriate payment shall be made by Licensee.

Section 5. MANUFACTURE AND QUALITY STANDARDS

5.1 Quality Standards. The Licensed Products shall meet or exceed Redline's standards and shall be of high and
uniform premium quality (including, but not limited to, quality of material and workmanship), in Redline's
reasonable judgment, sufficient to protect and enhance the Licensed Products and the substantial goodwill
pertaining thereto. All Licensed Products shall be consistent with, or superior in quality to, the samples or
prototypes provided to and approved by Redline. Licensee shall manufacture, package, ship and label the
Licensed Products in accordance with (i) all applicable foreign, federal, state and local laws, rules and regulations
and (ii) the manufacturing and packaging specifications and requirements established from time to time by
Redline. Licensee shall furnish to Redline design concepts, artwork and product samples for approval prior to use
by Licensee as set forth in Section 5.2.

5.2 Quality and Approval of Licensed Products. (a) Purpose of Quality Control. In order to maintain the quality
reputation of Redline Trademarks and the rights in the Redline Copyright Works, all Licensed Products and
promotional or packaging material relating to the Licensed Products must receive the approval of Redline. All
approvals in this Section 5.2 shall be in writing.

(b) Pre-Production Submittal Approval. Licensee shall submit at its own cost to Redline for Redline's written
approval three (3) pre-production submittals for any proposed Licensed Products together with all promotional
and packaging material, containers, cartons and wrapping relating to the Licensed Products.
LICENSEE SHALL NOT MANUFACTURE, SELL, MARKET OR DISTRIBUTE ANY LICENSED
PRODUCTS OR ANY PROMOTIONAL OR PACKAGING MATERIAL, CONTAINERS, CARTONS
AND WRAPPING RELATING TO THE LICENSED PRODUCTS BEFORE OBTAINING REDLINE'S
WRITTEN APPROVAL OF ALL REQUIRED PRE-PRODUCTION SUBMITTALS FOR EACH SUCH
ITEM. If Redline fails to give written approval of any preproduction submittal within thirty (30) days after receipt
of Licensee's submission of Redline, such failure shall constitute a disapproval of the pre-production submittal.

(c) Production Submittal Approval. Licensee shall submit, at its own cost, to Redline six (6) final production
samples of any Licensed Products from the first production run to be received in Redline's office no later than ten
(10) days following such production and prior to first shipment. Licensee may manufacture, sell, market and
distribute Licensed Products after submitting to Redline production samples of such Licensed Products, provided
that (i) such samples fully conform to the approved pre-production samples; and (ii) upon Redline's demand,
Licensee shall immediately cease all manufacture, sale, marketing and distribution of any Licensed Product if
Redline disapproves its production samples. If Redline fails to give written disapproval of any production sample
submitted by Licensee within thirty (30) days after the date of Redline's receipt of Licensee's submission, such
failure shall constitute an approval of the submission.

(d) Quality Maintenance. Licensee shall maintain the same quality in the Licensed Products and promotional and
packaging material relating to the Licensed Products produced as in the samples approved by Redline. Licensee
agrees to provide upon demand a reasonable number of samples of the Licensed Products and of promotional
and packaging material relating to the Licensed Products at no cost to Redline for periodic quality control
inspection. All such samples shall be excluded from Net Sales.

(e) Changes. If during the term of this Agreement there is to be any change in the Licensed Products or the
promotional or packaging material relating to the Licensed Products after the approval of production samples,
Licensee must comply with the provisions of Section 5.2(b) and Section 5.2(c) for the changed item before the
item's manufacture, sale, marketing or distribution.
(f) Licensee's Production Facilities. Licensee agrees to furnish Redline promptly with the addresses of Licensee's
production facilities for the Licensed Products and the names and addresses of the persons or entities, if any,
which are manufacturing each of the Licensed Products for Licensee. Redline shall have the right upon reasonable
notice to Licensee, during regular business hours, to inspect any production facility where any Licensed Product
is being manufactured to determine whether Licensee is adhering to the requirements of this Agreement relating to
the nature and quality of the Licensed Products and the use of the Redline Trademarks and Redline Copyright
Works in connection therewith.

(g) Damaged, Defective or Non-Approved Items. Licensee shall not sell, market, distribute or use for any
purpose or permit any third party to sell, market, distribute or use for any purpose any Licensed Products or
promotional and packaging material relating to the Licensed Products which are damaged, defective, seconds or
otherwise fail to meet the specifications or quality standards of Redline or the trademark and copyright usage and
notice requirements of this Agreement. If in Redline's opinion any Licensed Products or promotional or packaging
material relating to any Licensed Products are damaged, defective, seconds or otherwise fail to meet the quality
standards reflected in the production samples of the Licensed Products approved hereunder or the trademark or
copyright usage and notice requirements of this Agreement, then, upon Redline's demand, Licensee shall
immediately cease all further manufacture and distribution of such items until the failure is corrected and the party
having made the demand gives written approval of the correction. If requested by Redline, Licensee will recall
any substandard Licensed Products or promotional or packaging material relating to the Licensed Products to
Licensee's warehouse or plant at Licensee's sole expense.

(h) Laboratory Testing. Licensee agrees that upon reasonable demand by Redline, it will undertake and pay for
any pre-production laboratory testing necessary with respect to the Licensed Products. Any such testing shall be
done by a qualified independent laboratory acceptable to Redline. If testing is required, approval for production
will be contingent upon test results satisfactory to Redline.

(i) First Shipment. Licensee agrees to give Redline prompt notice of the first shipment of Licensed Products.

5.3 Advertising and Promotion. (a) All advertising and promotional material prepared by Licensee in connection
with the Licensed Products shall be subject to the prior written approval of Redline. If Redline fails to give written
approval of the advertising or promotional material within thirty (30) days after receipt of Licensee's submission
to Redline, such failure shall constitute a disapproval of the submittal. If the text of the advertising and/or
promotional material has been previously approved in writing by Redline, Licensee may re-use such material
without again obtaining the written approval of Redline unless such approval has been previously withdrawn in
writing by Redline or unless this Agreement has been terminated. All copyrights in such advertising and
promotional material shall bear a copyright notice in the name of Redline.

(b) Licensee shall diligently and continuously market and distribute the Licensed Products in the Contract
Territory and will use its best efforts to make and maintain adequate arrangements for the marketing and
distribution necessary to meet the demand for the Licensed Products in the Contract Territory.

(c) Licensee shall at all times maintain an inventory of the Licensed Products sufficient to supply promptly the
reasonably foreseeable demand for the Licensed Products within the Contract Territory.

5.4 Trademark and Copyright Protection; Intellectual Property. Licensee acknowledges that the manufacture and
sale by it of the Licensed Products shall not vest in Licensee any ownership rights whatsoever in the Redline
Trademarks or Redline Copyright Works. Licensee agrees that its use of the Redline Trademarks or Redline
Copyright Works shall inure to the benefit of Redline, as applicable. Licensee shall cause to appear on all
Licensed Products, and on all materials in connection with which the Redline Trademarks or Redline Copyright
Works are used hereunder, legends, markings, indications and notices in order to give notice of the trademarks,
tradenames, copyrights or other rights therein or pertaining thereto. Licensee shall comply with all practices and
governmental regulations in force or customarily used in the United States (or if applicable, the relevant foreign
jurisdictions) in order to safeguard the rights of Redline to the Redline Trademarks or Redline Copyright Works,
including without limitation imprinting where appropriate, irremovably, legibly and permanently on the Licensed
Products, packaging, labeling and advertising or promotional material used in connection therewith, notice of
trademarks and/or copyrights, including but not limited (i) the symbol "TM" in the upper right-hand corner next to
the mark, for marks which are not yet registered with the United States Patent and Trademark Office, (ii) the
symbol "(R)" in the upper right-hand corner next to the mark, for marks which are registered with the United
States Patent and Trademark Office; (iii) the symbol "(C)200_ Joe Gibbs Racing" for any copyrights of printed
materials, and (iv) an indication that the Licensed Product, whether the mark is registered or unregistered, is
"made under license from Joe Gibbs Racing".
This Agreement shall not be considered as implying any assignment, either partial or temporary, of Redline's
trademark rights, Redline remaining as the sole holders of all rights therein as well as all actions and/or claims in
connection with said marks. All rights in said trademarks and service marks other than those specifically granted
herein are reserved to Redline for its own respective use and benefit. Licensee will at no time use or authorize the
use of any trademark, trade name or other designation identical with or confusingly or colorably similar to
Redline's trademarks or service marks.

Licensee acknowledges that:

(i) The Redline Trademarks and Redline Copyright Works, copyrights, logos and images associated with the
Redline Trademarks and Redline Copyright Works, (the "Property") are unique and original and that Redline, as
applicable, are the owners thereof;

(ii) Redline has acquired substantial and valuable good will in the Property;

(iii) The Property has acquired a secondary meaning as trademarks uniquely associated with the merchandise
authorized by Redline;

(iv) All rights in any additional material, new versions, translations, rearrangements or other changes in the
Licensed Products which may be created by or for Licensee shall, as between Redline and Licensee, be and will
remain the exclusive property of Redline, as applicable, and;

(v) Any copyrights, trademarks and design patents heretofore obtained by Redline or in connection with the
marks are good and valid.

(vi) As between Redline and Licensee, Redline shall be deemed to be the owner of all materials created for the
Licensed Products hereunder, including but not limited to artwork and designs. In connection herewith, Licensee
hereby assigns and transfers to Redline, as applicable, or its designee, all rights, including copyright, title and
interest in and to all such materials and elements free of charge.

This Agreement shall not be considered as implying any assignment, either partial or temporary, of Redline's
copyrights, remaining as the sole holder of said copyrights, as well as of all actions and/or claims in connection
with said copyrights.

Licensee shall not, during the Contract Term or any time thereafter, dispute or contest, nor cause or assist or aid
others in disputing or contesting, Redline's or its licensors, exclusive right and title to the marks or Property, or
any other rights of Redline's in and to the subject matter of this Agreement.

Section 6. FURTHER OBLIGATIONS OF LICENSEE

6.1 Best Efforts. Licensee shall protect and promote the goodwill and reputation of Redline and will avoid activity
detrimental to their interest, reputation and goodwill. Licensee shall exercise its best efforts to promote the
Licensed Products.

6.2 Insurance. Licensee shall acquire and maintain, at its own expense, in full force and effect throughout the
Contract Term and for a one year period thereafter, products liability, completed operations, advertiser's, and
comprehensive liability insurance policies with respect to the Licensed Products with an insurer with a Moody's
rating of B or higher satisfactory to Redline and shall name Redline as additional insured therein. Such standard
insurance shall provide protection against any and all claims, demands and causes of action arising out of any
defects or failure to perform, alleged or otherwise, of the Licensed Products, or any material used in connection
therewith or any use thereof. Such standard advertiser's liability insurance shall provide protection against any and
all claims, demands and causes of action arising out of errors and omissions in any advertisement that may be
utilized for the Licensed Products. The amount of coverage of each policy should be a minimum of two million
dollars ($2,000,000.00) combined single limit, with deductible not in excess of five thousand dollars ($5,000.00),
for each single occurrence for bodily injury and/or for property damage and a per annum aggregate limitation of
not less than two million dollars ($2,000,000.00). Each policy shall provide for thirty (30) days' notice to Redline
from the insurer by registered or certified mail, return receipt requested, in the event of any modification,
cancellation or termination. Licensee agrees to furnish Redline a Certificate of Insurance evidencing same prior to
manufacture of any Licensed Products and, in no event, shall the Licensee manufacture Licensed Products before
receipt by Redline of such evidence of insurance.
6.3 Manufacturing Agreements. In the case that Licensee utilizes any submanufacturers, Licensee shall negotiate
in good faith any manufacturing agreements that Redline may require in connection with the Licensed Products
prior to manufacture and shall comply with all requirements of any such manufacturing agreement.

6.4 Approvals. Licensee shall undertake to secure from the appropriate authorities, at its own cost and expense,
all permits, concessions or other documents required by law in connection with the manufacture, packing,
shipping, sale or other use of the Licensed Products. Licensee shall be responsible for
(i) all authorizations for the use of, and (ii) the payment of any royalties that may be due and owing to the owners
of any trademarks or tradenames (other than Redline as provided for herein) which may be used in connection
with the Licensed Products.

Section 7. INDEMNIFICATION

7.1 Indemnification. If any person shall make a claim for any damage or injury of any kind or nature whatever,
including death, whether such claim be for breach of warranty, product liability, or for any other alleged type of
damage, and whether such claim be based in negligence, strict liability, or under any other theory, against Redline
and/or any of its affiliates, partners, shareholders, agents, employees, and directors or licensors (collectively, the
"Indemnified Parties") arising out of the Licensed Products or Licensee's actions or inactions in accordance with
this Agreement, Licensee will indemnify and hold harmless Redline and each Indemnified Party from and against
any and all loss, expense, damage, or injury that Redline and any Indemnified Party may sustain as a result of any
such claim, and Licensee will assume on behalf of Redline and such Indemnified Parties the defense of any action
at law or suit in equity or any other proceeding which may be brought against Redline or any Indemnified Party
upon such claim and will pay on behalf of Redline and/or such Indemnified Party upon its demand the amount of
any and all costs, fees, and expenses in connection with such defense, including the fees of Redline and/or such
Indemnified Party's counsel, as well as any judgment, fine, or penalty that may be entered against Redline and/or
such Indemnified Party in any such action, suit, or proceeding. This indemnity shall continue in force
notwithstanding the termination of this Agreement.

Section 8. REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties. Each party represents and warrants to the other that: (i) it has, and will
maintain at all times during this Agreement, all federal, state and local governmental permits and licenses required
in order to conduct its business as contemplated hereunder; (ii) it is duly organized and validly existing under the
laws of the state of its organization; (iii) it has full power and authority to enter into and perform this Agreement
and the person or persons executing this Agreement have been duly authorized to do so; and (iv) the execution,
delivery and performance of this Agreement shall not conflict with, violate or constitute a default under, any other
contracts, agreements or undertakings to which it is a party or by which it is bound. EXCEPT AS SET FORTH
IN SECTION 8.2 BELOW, REDLINE DOES NOT MAKE ANY OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED.
8.2 Trademark Indemnity by Redline. Redline represents and warrants that it has the rights to grant the licenses in
the Redline Trademarks and Redline Copyright Works granted herein as set forth on Exhibits A and B. In the
event a third party should file within the Contract Territory any claim against Licensee for trademark or trade
dress infringement, for copyright infringement for works supplied to Licensee by Redline or for other similar
intellectual property infringement, occurring within the Contract Territory, solely on account of Licensee's proper
use of the Redline Trademarks, Redline Copyright Works in accordance with the terms hereof, Licensee shall
promptly notify Redline of such claim, and thereafter if such claim arises out of Redline's failure to possess full
right and authority to grant the license in the Redline Trademarks or Redline Copyright Works, as applicable,
evidenced by this Agreement, then Redline shall undertake defense of such claim through counsel of its choosing
and at its expense as to the Redline Trademarks and Redline Copyright Works and shall take whatever steps
they deem necessary or appropriate to defend and finally dispose of such claim. If the claim is disposed of by
agreed or court imposed suspension of distribution of Licensed Products, Licensee, upon notice from Redline
shall suspend its distribution of Licensed Products. EXCEPT FOR DEFENSE OF A CLAIM AND
PAYMENT OF ACCOMPANYING DAMAGES TO THE CLAIMANT, REDLINE SHALL NOT BE
RESPONSIBLE FOR ANY DAMAGES OR EXPENSES SUFFERED BY LICENSEE AS A RESULT OF
SUCH SUSPENSION OR LIMITATION, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL
DAMAGES.

8.3 Safety. Licensee certifies that all Licensed Products will meet all applicable Consumer Product Safety
Commission (CPSC) and all applicable American Society for Testing and Materials (ASTM) standards as well
as comply with all other applicable federal, state and local laws and regulations.

Section 9. TERMINATION

9.1 Payment and Covenant Default. If Licensee shall fail to make any payment due hereunder and if such default
shall continue uncured for a period of five (5) days thereafter, Redline shall have the right to terminate this
Agreement forthwith. If Licensee shall otherwise fail to perform any of the terms, conditions, agreements or
covenants in this Agreement, and such default shall continue uncured for a period of twenty (20) days after
written notice thereof to Licensee, Redline shall have the right to terminate this Agreement forthwith.

9.2 Insolvency. Either party may by written notice terminate this Agreement immediately without incurring thereby
any liability to the other in the event the other party shall (i) be dissolved, be adjudicated insolvent or bankrupt or
cease operations, admit in writing its inability to pay its debts as they mature or make a general assignment for the
benefit of, or enter into any composition or arrangement with, creditors, or file for relief under any insolvency law;

(ii) apply for, or consent (by admission of material allegations of a petition or otherwise) to the appointment of a
receiver, trustee or liquidator of all or a substantial part of its assets or affairs, or authorize such application or
consent, or suffer any proceedings seeking such appointment to be commenced against it (whether voluntary or
involuntary) which continues undismissed for a period of thirty (30) days; or (iii) be the subject of any other
proceeding not defined above whereby any substantial portion of the property or assets of such party are or may
be distributed among its creditors (or any group of them).

9.3 Change in Control. Redline may immediately terminate this Agreement without liability if Licensee undergoes
any substantial change in its ownership or control.

9.4 Use of Marks. Redline may immediately terminate this Agreement where the team has undergone substantial
change, such as if the sponsor withdraws or changes, if the driver changes teams, if the car number changes or if
the color scheme, logo scheme or make of the car changes.

9.5 Insurance. Redline may terminate this Agreement immediately if Licensee fails to maintain the insurance
required hereunder.
9.6 Production. Redline may terminate this Agreement immediately if Licensee does not introduce Licensed
Products to the market within ninety (90) days of execution of this contract or continue to diligently pursue sales
thereafter.

9.7 Quality. Redline may terminate this Agreement immediately if the quality of the Licensed Products is lower
than of the approved samples.

9.8 Approval. Redline may terminate this Agreement immediately if Licensee manufactures, sells, markets,
distributes or uses in any way any Licensed Products or promotional or packaging material relating to the
Licensed Products without having prior written approval of Redline as provided for by the provisions of this
Agreement or continues to manufacture, sell, market, distribute or use in any way any Licensed Products or
promotional or packaging material relating to the Licensed Products after receipt of notice of Redline
disapproving such items. In addition to, or as an alternative, at the sole discretion of Redline, as liquidated
damages, Licensee shall pay to Redline the sum of five thousand dollars ($5,000.00) on demand for failure, per
occurrence, to follow proper approval procedures as set forth herein.

9.9 Rights and Remedies. On the expiration or sooner termination of this Agreement:

(a) The rights and license granted to Licensee herein shall forthwith terminate and automatically revert to Redline.

(b) Licensee shall discontinue all use of the Redline Trademarks and Redline Copyright Works and shall deliver
to Redline all products, packages and other materials in its possession bearing the Redline Trademarks and
Redline Copyright Works and previously paid for by Redline, and shall either (i) destroy all products, packages
and other materials in its possession bearing Redline Trademarks and Redline Copyright Works not previously
sold to Redline and provide satisfactory evidence to Redline of such destruction or (ii) cause all Redline
Trademarks and Redline Copyright Works, to be removed from the Licensed Products and provide Redline with
satisfactory evidence of such removal; provided, however, that if Licensee is not in breach of this Agreement
Licensee shall be entitled to dispose of existing approved Licensed Products within sixty
(60) days after any such termination.

(c) The termination or expiration of this Agreement shall not relieve Licensee of any obligation due to Redline
arising or accrued prior to or as of the date of such termination or expiration, including the obligation to pay
Royalties and Guaranteed Minimum Royalties.

The parties acknowledge that there may not be an adequate remedy at law to redress a breach or threatened
breach of the terms of this Agreement, and therefore agree that either party, or their respective assigns, shall be
entitled to an injunction or other equitable relief against the other to restrain it from such breach, and each party
waives any claim or defense that the other has an adequate remedy at law. The foregoing is in addition to any
remedies at law that either party may have.

Section 10. MISCELLANEOUS

10.1 No Agency Relation. Nothing herein contained shall create or be deemed to create any agency, partnership
or joint venture between the parties hereto, and neither party shall have power or authority to obligate or bind the
other in any manner whatsoever.

10.2 Amendments. No addition to, deletion from or modification of any of the provisions of this Agreement shall
be binding upon the parties unless made in writing and signed by a duly authorized representative of each party.

10.3 Assignment. The rights of Licensee under this Agreement shall not be assigned, sublicensed, or
subcontracted, in whole or in part (whether by operation of law or otherwise) without the prior written consent of
Redline. Any assignment or attempted assignment pursuant to the change of control of Licensee or the sale of the
stock, assets or business of Licensee shall not be effective without the prior written consent of Redline.
10.4 Applicable Law. This Agreement and all purchase orders placed pursuant to this Agreement shall be
governed by and construed and enformced in accordance with the internal laws and judicial decisions of the State
of North Carolina. Any litigation, action or proceeding arising out of or relating to this Agreement shall be
instituted in any State or Federal court in the State of North Carolina, Mecklenburg or Cabarrus Counties.
Licensee hereby waives any objection which it might have now or hereafter to the venue of any such litigation,
action or proceeding, submits to the jurisdiction of any such court and, waives any claim or defense of
inconvenient forum. Licensee consents to service of process by Registered Mail, Return Receipt Requested, at
Licensee's address and expressly waives the benefit of any contrary provision of law.

10.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same document.

10.6 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed duly given when
personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or by
facsimile transmission or overnight carrier.

To Redline: Redline Sports Marketing, Inc. 13415 Reese Boulevard West Huntersville, NC 28078
Attn: Dave Alpern (Brooks Busby) Telephone: 704/944-5035 Fax: 704/944-5059

To Licensee: Brent Walker/Don Dallape Padova International dba Execute Sports Marketing 1284 Puerta Del
Sol Suite 150
San Clemente, CA 92673

or to other such address as the person to whom notice is to be given may have previously furnished to the other
in writing in the manner set forth herein, provided that notice of a change of address all be deemed given only
upon receipt.

10.7 Purchases by Redline. Redline shall be permitted to purchase Licensed Products from Licensee at the most
favorable prices offered by Licensee to any other person or entity.

10.8 Charity and Promotions. Purchases by Redline. In addition to the samples provided for herein, Licensee
hereby agrees to provide Redline at no charge, upon request, with final packaged production samples of the
Licensed Product for Redline to use to donate for appropriate charity auctions or other charitable purposes or to
use in connection with the Joe Gibbs Racing team, its sponsors, endorsement sponsors, crew members, or other
similar purposes, but not for resale by Redline.

10.9 Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties
hereto and supersedes all prior agreements and understandings, verbal or written, relating to the subject matter
hereof. There are no unwritten oral agreements between the parties.

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

PADOVA INTERNATIONAL, dba EXECUTE SPORTS MARKETING, a California corporation

                                        By:/s/ Don Dallape
                                           -------------------------
                                        Title: President/CEO




REDLINE SPORTS MARKETING, INC., a North Carolina corporation

                                     By:/s/ David B. Alpern
                                        -------------------------
                                           David B. Alpern
                                     Title: Vice President of Marketing
Exhibit A to Limited License Agreement Redline Sports Marketing Inc. December 31,2005
ESM092704

                                              EXHIBIT A

         Name(s) of Owners of Marks:                  MARKS

         Interstate Batteries                         "Interstate(R)" and "Interstate(R)
         Batteries"

         Joe Gibbs Racing, Inc.                       "Joe Gibbs Racing Inc.(R)" and #18(R)

         Bobby Labonte                                "Bobby Labonte(R)"

                                                      [in any combination acceptable to
         Redline
                                                      on any single Licensed Product]

                                                                          Exhibit B to Limited
                                                                             License Agreement

                                                                Redline Sports Marketing Inc.
                                                                             December 31,2005

                                                                                        ESM092704




                                              EXHIBIT B

                                  REDLINE COPYRIGHT WORKS

         Name(a) of Owners of Marks:                  MARKS

         Joe Gibbs Racing, Inc.                       Likeness of the #18
         Joe Gibbs Racing
                                                      Nextel Cup Car, including "Interstate
                                                      Batteries"

         Bobby Labonte Enterprises                    "Bobby Labonte" (name, likeness,
                                                      Signature)

                                                      [in any combination acceptable to
                                                      Redline on any single Licensed Product

                                                      With approved artwork]
Exhibit 10.17

                                          LICENSE AGREEMENT

This license agreement (hereinafter "Agreement") is made effective as of the latter of the signature dates below
written (hereinafter the "Effective Date") by and between American Motorcyclist Association, an Ohio
corporation, with its offices at 1315 Yarmouth Drive, Pickerington, Ohio 43147 ("LICENSOR"), and Execute
Sports, with its principal place of business at 23121 Arroyo Vista, Suite B, Rancho Santa Margarita, CA 92688
("LICENSEE").

                                                    Recitals

WHEREAS, LICENSOR is the owner of the trademarks and service marks and associated applications and
registrations thereof ("MARKS") listed in Exhibit A for use in association with a motorcyclist association and
motorcyclist related services.

WHEREAS, LICENSEE desires to obtain from LICENSOR a right and license to use the MARKS in
connection with number plates.

WHEREAS, LICENSOR warrants that LICENSOR has full and exclusive right to grant this license on these
MARKS; and

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto
agree as follows:

1. LICENSE GRANT

1.1 License Grant. Subject to the terms, conditions, and restrictions of this Agreement, LICENSOR hereby
grants to LICENSEE a non-exclusive, non-transferable license for the term, to use the MARKS in connection
with number plates.

2. OWNERSHIP

2.1 LICENSOR Rights. LICENSEE agrees that LICENSOR shall retain all ownership rights in the MARKS,
and LICENSEE agrees that it will not do anything inconsistent with such ownership and that all use of the
MARKS shall inure to the benefit of LICENSOR. Nothing in this Agreement shall be interpreted as giving
LICENSEE any right, title, or interest in the MARKS other than the right to use the MARKS in accordance with
this Agreement. LICENSEE further agrees that it will not challenge the validity of this Agreement or attack the
title of LICENSOR to the MARKS or otherwise disparage the MARKS or contest them in any way. No license
or other interest of any kind in such proprietary rights is directly or indirectly granted to LICENSEE, except as
specifically provided in
Section 1.1 above.

3. QUALITY STANDARDS

3.1 Quality Control. LICENSEE agrees that the nature and quality of all goods sold, and all services rendered by
LICENSEE under the MARKS, and all related advertising and promotional uses of the MARKS, shall conform
to the standards set by, and be under the control of LICENSOR. LICENSOR has approved the use of the
MARKS on the Product to be manufactured, used, and sold by LICENSEE, a sample of which is attached
hereto as Exhibit B.

4. FORM OF USE

4.1 LICENSEE agrees to use the MARKS only in the form and manner and with appropriate legends as
prescribed by LICENSOR.
5. PAYMENTS

5.1 Lump Sum and/or Royalty Fee Payments. As consideration for the initial term of the license granted
hereunder, LICENSEE agrees to pay LICENSOR a one-time lump sum payment of $250 and royalty fees of
6% of the LICENSEE's gross sales in excess of $1,000 of products bearing the MARKS either directly or
indirectly, such as on packaging for the products. LICENSOR shall have the right to retain an independent
service to review the financial records of LICENSEE as it relates to use of the MARKS. The royalty fees shall
accrue and be charged throughout the term and shall be paid as follows: Not later than thirty (30) days after the
end of each of LICENSEE's calendar quarter, LICENSEE shall pay to LICENSOR the total amount of royalty
fee due for the quarter just ended.

6. TERM AND TERMINATION

6.1 Term of License. This license shall become effective on the Effective Date of this Agreement, shall continue in
force and effect for one (1) year or until the Agreement between the parties is terminated, whichever is earlier,
and shall not otherwise terminate unless in accordance with the provisions of this section 6.

6.2 Renewal. LICENSOR, in its sole discretion, with or without cause, may refuse to renew the license at the
end of any one (1) year term under the same or different terms, as LICENSOR so desires. Both parties
evidencing intent to renew must sign a renewal notice or no renewal shall have occurred. If no other terms are
adopted upon renewal, then the same terms herein shall apply.

6.3 Termination. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other
party if a Default, as defined below, by the other party has occurred and is continuing. The term "Default" shall
mean any of the following: (a) failure by a party to comply with or perform any provision or condition of this
Agreement and continuance of such failure for thirty (30) days after written notice thereof to such party; or (b) a
party becomes insolvent, is unable to pay its debts as they mature or is the subject of a petition in bankruptcy,
whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws; or
makes an assignment for the benefit of creditors; or is named in, or its property is subject to a suit for
appointment of a receiver; or is dissolved or liquidated, or (c) LICENSEE commits any act that does or may
bring harm to the MARKS. In the event of such termination, the non-defaulting party shall be entitled to pursue
any remedy provided in law or equity, including injunctive relief and the right to recover any damages it may have
suffered by reason of such Default. Upon termination of this Agreement, LICENSEE shall immediately terminate
all use of the MARKS.

6.4 Ceasing of Operations. In the event that LICENSEE ceases operations, all rights acquired by the
LICENSEE hereunder shall terminate.

6.5 Rights Upon Termination. If this Agreement is terminated, then all of LICENSEE'S rights and licenses with
respect to the MARKS shall terminate and LICENSEE shall immediately discontinue all use of the MARKS and,
at LICENSOR'S sole discretion, shall either destroy or deliver to LICENSOR any unsold inventory of products
bearing the MARKS.

7. GENERAL

7.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Ohio, without reference to conflict of law principles.

7.2 Partial Invalidity. If any provision in this Agreement shall be found or be held invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to
the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such
provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect. In
such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision, which most
nearly effects the parties' intent in entering into this Agreement.
7.3 Modification. Except as otherwise herein stated, no alteration, amendment, waiver, cancellation or any other
change in any term or condition of this Agreement shall be valid or binding on either party unless the same shall
have been mutually assented to in writing by both parties.

7.4 Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the
failure to require at any time the performance by the other party of any of the provisions of this Agreement, shall
in no way be construed as a present or future waiver of such provisions, nor in any way affect the right of either
party to enforce each and every such provision thereafter. The express waiver by either party of any provision,
condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with
such provision, condition or requirement.

7.5 Assignment. This Agreement shall be binding upon and inure to the benefit of the 3 parties hereto and their
respective successors and assigns. LICENSEE shall not assign any of its rights, obligations or privileges (by
operation of law or otherwise) hereunder without the prior written consent of LICENSOR, which shall not be
unreasonably withheld. LICENSOR shall have the right to assign its rights, obligations and privileges hereunder to
an assignee that agrees in writing to be bound by the terms and conditions of this Agreement.

7.6 Force Majeure. Notwithstanding anything else in this Agreement, and except for the obligation to pay money,
no default, delay or failure to perform on the part of either party shall be considered a breach of this Agreement if
such default, delay or failure to perform is shown to be due to causes such as strikes, lockouts or other labor
disputes, riots, civil disturbances, actions or inactions of governmental authorities, or epidemics, war, embargoes,
severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common
carrier; provided, that for the duration of such force majeure the party charged with such default must continue to
use all reasonable efforts to overcome such force majeure.

7.7 Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing
and shall be personally delivered or sent by certified or registered letter or by a national overnight courier-
signature upon receipt required, to the other party at its address first set forth above, or such new address as may
from time to time be supplied hereunder by the parties hereto. If mailed, such notices will be deemed effective
three (3) working days after deposit, postage prepaid, in the mail.

7.8 Entire Agreement. The terms, conditions and exhibits herein contained constitute the entire Agreement
between the parties and supersede all previous agreements and understandings, whether oral or written, between
the parties hereto with respect to the subject matter hereof.

7.9 Enforcement. LICENSEE and LICENSOR agree that money damages would be inadequate compensation
to LICENSOR in the event LICENSEE breaches any provision of this Agreement. Accordingly, all the
provisions of this Agreement shall be specifically enforceable against LICENSEE, and LICENSOR shall be
entitled, in addition to other available remedies, to an injunction against LICENSEE for a breach of any provision
of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed below by their
respective duly authorized officers or representatives.

"LICENSOR" AMERICAN MOTORCYCLIST "LICENSEE"

ASSOCIATION

          By: /s/ Robert Rasor                                       By: /s/ Don Dallape
              -----------------                                          -----------------
          Print Name: Robert Rasor                                   Print Name: Donald Dallape
                      -------------------                                        --------------
          Title: President                                           Title: President
                 ------------------------                                   ------------------------
          Date: March 21, 2003                                       Date: 03/24/03
                ---------------                                            --------
                                        EXHIBIT A

U.S. TRADEMARK/SERVICE MARK REGISTRATIONS BEING LICENSED

        Mark                               Registration No.               Reg. Date
        ----                               -----------------              ---------

        AMA and design                     1070002
        AMA Pro Racing                     2649508,2559805,2002-9976
        AMA Motocross                      78/103854




        FOREIGN TRADEMARKS/SERVICE MARKS REGISTRATIONS BEING

                                        LICENSED

      Mark                    Country              Registration Number(s)
      --------------------------------------------------------------------------------

      AMA and design         Japan                4146195, 4119516, 3231091
      AMA Pro Racing                              2649508, 2559805, 2002-9976
                                          EXHIBIT B

Attach sample use of MARKS here.

                                    [3 PICTURES OMITTED ]

                                    [ MOTORCYCLE LOGO ]

                    [ AMERICAN MOTORCYCLIST ASSOCIATION LOGO ]

                                   [ AMA PRO RACING LOGO ]
Exhibit 10.18

The following people will execute Indemnity Agreements in substantially the same form as the Form of Indemnity
Agreement filed herewith:

1. Don Dallape;

2. Scott Swendener;

3. Gino Apicella;

4. Sheryl Gardner;

5. Todd M. Pitcher; and

6. Craig Washington.

                                  FORM OF INDEMNITY AGREEMENT

This Agreement made and entered into as of this 1st day of May, 2005 by and between Execute Sports, Inc., a
Nevada corporation (the "Company"), and __________________ ("Indemnitee"), who is currently serving the
Company in the capacity of a director and/or officer thereof;

                                              W I T N E S S E T H:

WHEREAS, the Company and Indemnitee recognize that the interpretation of ambiguous statutes, regulations
and court opinions and of the Certificate of Incorporation and Bylaws of the Company, and the vagaries of public
policy, are too uncertain to provide the directors and officers of the Company with adequate or reliable advance
knowledge or guidance with respect to the legal risks and potential liabilities to which they become personally
exposed as a result of performing their duties in good faith for the Company; and

WHEREAS, the Company and the Indemnitee are aware that highly experienced and capable persons are often
reluctant to serve as directors or officers of a corporation unless they are protected to the fullest extent permitted
by law by comprehensive insurance or indemnification, especially since the legal risks and potential liabilities, and
the very threat thereof, associated with lawsuits filed against the officers and directors of a corporation, and the
resultant substantial time, expense, harassment, ridicule, abuse and anxiety spent and endured in defending against
such lawsuits, whether or not meritorious, bear no reasonable or logical relationship to the amount of
compensation received by the directors or officers from the corporation; and

WHEREAS, Section NRS 78.138 of the General Corporation Law of the State of Nevada, which sets forth
certain provisions relating to the mandatory and permissive indemnification of, and advancement of expenses to,
officers and directors (among others) of a Delaware corporation by such corporation, is specifically not exclusive
of other rights to which those indemnified thereunder may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, and, thus, does not by itself limit the extent to which the
Company may indemnify persons serving as its officers and directors (among others); and

WHEREAS, after due consideration and investigation of the terms and provisions of this Agreement and the
various other options available to the Company and the Indemnitee in lieu thereof, the board of directors of the
Company has determined that the following Agreement is not only reasonable and prudent but necessary to
promote and ensure the best interests of the Company and its stockholders; and
WHEREAS, the Company desires to have Indemnitee serve or continue to serve as an officer and/or director of
the Company, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal
liabilities by reason of his acting in good faith in the performance of his duty to the Company; and Indemnitee
desires to serve, or to continue to serve (provided that he is furnished the indemnity provided for hereinafter), in
either or both of such capacities;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and Indemnitee, intending to be legally bound, do hereby agree as follows:

1. Agreement to Serve. Indemnitee agrees to serve or continue to serve as director and/or officer of the
Company, at the will of the Company or under separate contract, if such exists, for so long as he is duly elected
or appointed and qualified in accordance with the provisions of the Bylaws of the Company or until such time as
he tenders his resignation in writing.

2. Definitions. As used in this Agreement:

(a) The term "Proceeding" shall mean any action, suit or proceeding whether civil, criminal, administrative,
arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding, except one initiated by Indemnitee to enforce his rights under this
Agreement.

(b) The term "Expenses" includes, without limitation, all reasonable attorneys' fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.

(c) References to "other enterprise" shall include employee benefit plans; references to "fines" shall include any (i)
excise taxes assessed with respect to any employee benefit plan and (ii) penalties; references to "serving at the
request of the Company" shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acts in good faith and in a manner he
reasonably believes to be in the interest of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this
Agreement.

3. Indemnity in Third Party Proceedings. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is a party to or is threatened to be made a party to or otherwise
involved in any threatened, pending or completed Proceeding (other than a Proceeding by or in the right of the
Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director and/or
officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such

Proceeding, provided it is determined pursuant to Section 7 of this Agreement or by the court having jurisdiction
in the matter, that Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that
his conduct was unlawful.
4. Indemnity in Proceedings By or In the Right of the Company. The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 4 if Indemnitee is a party to or is threatened to be made a party to
or otherwise involved in any threatened, pending or completed Proceeding by or in the right of the Company to
procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the
Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably
incurred by Indemnitee in connection with the defense, settlement or other disposition of such Proceeding, but
only if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made under this Section 4 in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and
only to the extent that the court in which such Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the court shall deem proper.

5. Indemnification for Expenses of Successful Party. Notwithstanding any other provision of this Agreement to
the contrary, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding referred to in Sections 3 and/or 4 of this Agreement, or in defense of any claim, issue or matter
therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee in connection therewith.

6. Advances of Expenses. The Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4 of this
Agreement in connection with any Proceeding shall, at the written request of the Indemnitee, be paid by the
Company in advance of the final disposition of such Proceeding upon receipt by the Company of an undertaking
by or on behalf of Indemnitee ("Indemnitee's Undertaking") to repay such amount to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company. The request for advancement of
Expenses by Indemnitee and the undertaking to repay of Indemnitee, which need not be secured, shall be
substantially in the form of Exhibit A to this Agreement.

7. Right of Indemnitee to Indemnification or Advancement of Expenses Upon Application; Procedure Upon
Application.

(a) If required by the terms of this Agreement, indemnification under Sections 3 and/or 4 of this Agreement shall
be made no later than 45 days after receipt by the Company of the written request of Indemnitee. A
determination shall be made within said 45-day period by (i) a majority vote of the directors of the Company
who are not parties to the involved Proceeding, even though less than a quorum, or (ii) independent legal counsel
in a written opinion (which counsel shall be appointed if there are no such directors or if such directors so direct),
as to whether the Indemnitee has met the applicable standards for indemnification set forth in Section 3 or 4, as
the case may be.

(b) Any advancement of Expenses under Section 6 of this Agreement shall be made no later than 10 days after
receipt by the Company of Indemnitee's Undertaking.

(c) In any action to establish or enforce the right of indemnification or to receive advancement of Expenses as
provided in this Agreement, the burden of proving that indemnification or advancement of Expenses is not
appropriate shall be on the Company. Neither the failure of the Company (including its board of directors or
independent legal counsel) to have made a determination prior to the commencement of such action that
indemnification or advancement of Expenses is proper in the circumstances because Indemnitee has met the
applicable standard of conduct, nor an actual determination by the Company (including its board of directors or
independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Company
shall also indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with successfully
establishing or enforcing his right of indemnification or to receive advancement of Expenses, in whole or in part,
under this Agreement.
8. Indemnification and Advancement of Expenses Under this Agreement Not Exclusive. The rights of
indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the Certificate of Incorporation or Bylaws
of the Company, any other agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Nevada, or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.

9. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to
receive advancement by the Company for a portion of the Expenses, judgments, fines or amounts paid in
settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal, settlement or
other disposition of any Proceeding but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

10. Rights Continued. The rights of indemnification and to receive advancement of Expenses as provided by this
Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer of
the Company and shall inure to the benefit of Indemnitee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.

11. No Construction as an Employment Agreement or Any Other Commitment. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any
of its subsidiaries, if Indemnitee currently serves as an officer of the Company, or to be renominated as a director
of the Company, if Indemnitee currently serves as a director of the Company.

12. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors'
and officers' liability insurance, Indemnitee shall be covered by such policy or policies in accordance with its or
their terms, to the maximum extent of the coverage available for any director or officer of the Company under
such policy or policies.

13. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable under this Agreement if, and to the extent that, Indemnitee has otherwise actually
received such payment under any contract, agreement or insurance policy, the Certificate of Incorporation or
Bylaws of the Company, or otherwise.

14. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all the rights of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including without limitation the execution of such
documents as may be necessary to enable the Company effectively to bring suit to enforce such rights.

15. Exceptions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated
pursuant to the terms of this Agreement, to indemnify or advance Expenses to Indemnitee with respect to any
Proceeding, or any claim therein, (i) brought or made by Indemnitee against the Company, or
(ii) in which final judgment is rendered against Indemnitee for an accounting of profits made from the purchase
and sale or the sale and purchase by Indemnitee of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or
local statute.

16. Notices. Any notice or other communication required or permitted to be given or made to the Company or
Indemnitee pursuant to this Agreement shall be given or made in writing by depositing the same in the United
States mail, with postage thereon prepaid, addressed to the person to whom such notice or communication is
directed at the address of such person on the records of the Company, and such notice or communication shall
be deemed given or made at the time when the same shall be so deposited in the United States mail. Any such
notice or communication to the Company shall be addressed to the Secretary of the Company.
17. Contractual Rights. The right to be indemnified or to receive advancement of Expenses under this Agreement
(i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may sue, (ii) is
and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement
and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring
prior thereto.

18. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby; and, to the fullest extent possible, the provisions of this
Agreement shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or
unenforceable.

19. Successors; Binding Agreement. The Company shall require any successor to all or substantially all of the
business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise), by agreement in form and substance reasonably satisfactory to Indemnitee, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that executes and
delivers the agreement provided for in this
Section 19 or that otherwise becomes bound by the terms and provisions of this Agreement by operation of law.

20. Counterparts, Modification, Headings, Gender.

(a) This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument,
and either party hereto may execute this Agreement by signing any such counterpart.

(b) No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Indemnitee and an appropriate officer of the Company. No waiver
by any party at any time of any breach by any other party of, or compliance with, any condition or provision of
this Agreement to be performed by any other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same time or at any prior or subsequent time.

(c) Section headings are not to be considered part of this Agreement, are solely for convenience of reference,
and shall not affect the meaning or interpretation of this Agreement or any provision set forth herein.

(d) Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise
requires.

21. Assignability. This Agreement shall not be assignable by either party without the consent of the other.

22. Exclusive Jurisdiction; Governing Law. The Company and Indemnitee agree that all disputes in any way
relating to or arising under this Agreement, including, without limitation, any action for advancement of Expenses
or indemnification, shall be litigated, if at all, exclusively in the State of California and, if necessary, the
corresponding appellate courts. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of California applicable to contracts made and to be performed in such state without
giving effect to the principles of conflicts of laws. The Company and Indemnitee expressly submit themselves to
the personal jurisdiction of the State of California.

23. Termination.

(a) This Agreement shall terminate upon the mutual agreement of the parties that this Agreement shall terminate or
upon the death of Indemnitee or the resignation, retirement, removal or replacement of Indemnitee from all of his
positions as a director and/or officer of the Company.
(b) The termination of this Agreement shall not terminate:

(i) the Company's liability for claims or actions against Indemnitee arising out of or related to acts, omissions,
occurrences, facts or circumstances occurring or alleged to have occurred prior to such termination; or

(ii) the applicability of the terms and conditions of this Agreement to such claims or actions.

IN WITNESS WHEREOF, the Company and Indemnitee have executed this Agreement as of the date and year
first above written.

                                            EXECUTE SPORTS, INC.

                                                         By:

Name:
Title:

                                                  INDEMNITEE


Name:
Exhibit 10.18

                               EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into as of the

8th Day of April, 2005 (the "Commencement Date"), by and between

Execute Sports, Inc. (the "Company"), and

Sheryl Gardner , an individual ("Employee").

WITNESSETH: WHEREAS, the Company under the name Execute Sports, Inc. (such activities, together with
all other activities of the Company and its subsidiaries, if any, as conducted at or prior to the termination of this
Employment Agreement, and any future activities reasonably related thereto which are contemplated by the
Company and/or its subsidiaries at the termination of this Employment Agreement identified in writing by the
Company to Employee at the date of such termination, are hereinafter referred to as the "Business Activities");

WHEREAS, the Company desires to employ Employee upon the terms and subject to the terms and conditions
set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein
contained and for other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

EMPLOYMENT. The Company hereby employs Employee, and Employee hereby accepts employment with
the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.

TERM OF EMPLOYMENT. The term of employment of Employee by the Company pursuant to this
Employment agreement shall be for the period (the "Employment Period") commencing on the Commencement
Date and ending on the two year anniversary of the Commencement Date, or such earlier date that Employee's
employment is terminated in accordance with the provisions of this Employment Agreement; provided however,
that the Employment Period shall automatically be extended for a successive one year period, with Employee's
written consent, unless the Company gives Employee thirty (30) days written notice prior to the end of such year
that it does not intend to extend the term of the Employment Period.

CAPACITY AND DUTIES. Employee is and shall be employed in the capacity of Chief Executive Officer and
Principal Accounting Officer ("CFO") of the Company and its subsidiaries and shall have such other duties,
responsibilities and authorities as are assigned to him by the Board of Directors so long as such additional duties,
responsibilities and authorities are consistent with Employee's position and level of authority as CFO of the
Company. Subject to the advice and general directions of the Board of Directors, and except as otherwise herein
provided, Employee shall devote substantially all of his business time, best efforts and attention to promote and
advance the business of the Company and its subsidiaries and to perform diligently and faithfully all the duties,
responsibilities and obligations of Employee to be performed by her under this Employment Agreement.
Employee's duties shall include all of those duties being performed by Employee as of the date hereof.
PLACE OF EMPLOYMENT. Employee's principal place of work shall be the corporate headquarters of the
Company, currently located in San Clemente, California, provided that the location of the Company and its
offices may be moved from time to time in the discretion of the Board of Directors.

COMPENSATION. During the Employment Period, subject to all the terms and conditions of this Employment
Agreement and as compensation for all services to be rendered by Employee under this Employment Agreement,
the Company shall pay to or provide Employee with the following:

1. BASE SALARY. The Company shall pay to employee a base annual salary at the rate of $US Seventy Two
Thousand ($72,000.00) dollars per annum, payable at such intervals (at least monthly) as salaries are paid
generally to other employees of the Company.

(a) CASH BONUS. At the Board's discretion, and based upon quarterly performance review by the Chief
Executive Officer and the Board, Employee shall be eligible to receive a bonus at the end of first year of
employment, to be paid within five business days one year after the Commencement Date.

2. STOCK. Effective upon the Commencement Date, Employee will be granted Four Hundred Thousand
(400,000) shares of the Company's restricted Common Stock. In the event of an Approved Transaction or
Control Purchase of Execute Sports, Inc., Employee will have the right for any and all options held by Employee
to vest immediately, both upon the closing of such a Transaction or Purchase.

(a) CLAWBACK. If Employee engages in conduct which constitutes a basis for termination WITH CAUSE by
the Company, Employee agrees that any stock options granted by the Company shall be rescinded and, upon
demand by the Company, shall be confirmed as having been rescinded. Employee and the Company agree that
this provision is subject to specific performance and gives rise to injunctive relief.

3. VACATION AND OTHER BENEFITS. Employee shall be entitled to three (3) weeks vacation during each
calendar year. Vacation days not used during the calendar year may not be carried into subsequent years.

(a) Health Plan. Company shall underwrite a mutually agreed upon health benefits plan for Employee that
Employee is responsible for administrating.

EXPENSES. The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses
including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred
by him in connection with his employment hereunder in accordance with the written policy and guidelines
established by the Company for employee reimbursement, provided, however, Employee shall render to the
Company a complete and accurate accounting of all such expenses in accordance with the substantiation
requirements of the Internal Revenue Code, as amended (the "Code"), as a condition precedent to such
reimbursement.
ADHERENCE TO STANDARDS. Employee shall comply with the written policies, standards, rules and
regulations of the Company from time to time established for all executive officers of the Company consistent with
Employee's position and level of authority.

REVIEW OF PERFORMANCE. The Board of Directors shall periodically review and evaluate the
performance of Employee under this Employment Agreement with Employee.

TERMINATION WITH CAUSE BY THE COMPANY. This Employment Agreement may be terminated with
Cause (as hereinafter defined) by the Company provided that the Company shall:

1. Give Employee the Notice of Termination (as hereinafter defined) and

2. Pay Employee his annual base salary through the Date of Termination (as hereinafter defined) at the rate in
effect at the time the Notice of Termination is given plus any bonus or incentive compensation which has been
earned or has become payable pursuant to the terms of any compensation or benefit plan as of the Date of
Termination, but which have not yet been paid.

TERMINATION WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY
EMPLOYEE. This
Employment Agreement may be terminated by the Company:

1. At the end of the Term of Employment,

2. During the Term of Employment without cause as hereinafter defined, or

3. By reason of the death or Disability Reason (as hereinafter defined) provided that the Company shall continue
to pay to Employee (or the estate of Employee in the event of termination due to the death of employee) the
compensation and other benefits described in the Section entitled Compensation of this Employment Agreement,
except for annual cash bonuses or incentive compensation for six (6) months from the Date of Termination.
Employee's right to terminate his employment for Good Reason shall not be affected by his incapacity due to
physical or mental illness. In the event of termination by the Company by reason of Employee's death or
Disability, medical, hospitalization or disability benefits coverage comparable to that provided by the company
during Employee's lifetime shall be provided to Employee, his spouse and dependents for six (6) months from the
Date of Termination, and for six (6) months from the Date of Termination with respect to medical and
hospitalization benefits for the Employee and his family. The benefits provided under this Section shall be no less
favorable to Employee in terms of amounts, deductibles and costs to him, if any, than such benefits provided by
the Company to him and shall not be interpreted so as to limit any benefits to which Employee, as a terminated
employee of the Company, or his family may be entitled under the Company's life insurance, medical,
hospitalization or disability plans following his Date of Termination or under applicable law.

In the event of Termination by the Employee for Good Reason, the Company shall continue to pay to Employee
the compensation and other benefits described in the
Section entitled Compensation of this Employment Agreement, except for annual cash bonuses or incentive
compensation for two (2) months from the Date of Termination, and shall continue to provide medical,
hospitalization or disability benefits coverage to Employee, his spouse and dependents for two (2) months from
the Date of Termination.
In the event that within a period of one (1) year(s) of a Change in Control, this Employment Agreement is
terminated by the Company for any reason other than for cause (or the Company gives notice that it is not
renewing the Employment Agreement pursuant to the Section entitled Term Of Employment), the Company shall
continue to pay to Employee the compensation and other benefits described in the Section entitled Compensation
of this Employment Agreement, except for annual cash bonuses or incentive compensation for six (6) months
from the Date of Termination, and shall continue to provide medical, hospitalization or disability benefits coverage
to Employee, his spouse and dependents for a period of six (6) months from the Date of Termination.

DEFINITIONS. In addition to the words and terms elsewhere defined in this Employment Agreement, certain
capitalized words and terms used in this Employment Agreement shall have the meanings given to them by the
definitions and descriptions in this Section entitled Definitions unless the context or use indicates another or
different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of
any of the capitalized words and terms herein defined. The following words and terms are defined terms under
this Employment Agreement:

1. "Disability" shall mean a physical or mental illness which, in the judgment of the company after consultation with
the licensed physician attending Employee, impairs Employee's ability to substantially perform his duties under this
Employment Agreement as an employee and as a result of which he shall have been absent from his duties with
the Company on a full-time basis for one (1) entire month.

2. A termination with "Cause" shall mean a termination of this Employment Agreement by reason of a good faith
determination by the Board that Employee:

(a) Failed to substantially perform his duties with this Company (other than a failure resulting from his incapacity
due to physical or mental illness) after a written demand for substantial performance has been delivered to him by
the Board, which demand specifically identifies the manner in which the Board believes he has not substantially
performed his duties;

(b) Has engaged in conduct the consequences of which are materially adverse to the company, monetarily or
otherwise; or

(c) Has materially breached the terms of this Employment Agreement. No act, or failure to act, on Employee's
part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith
or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of
the Company. Employee shall not be deemed to have been terminated with cause unless there shall have been
delivered to Employee a letter setting forth the reasons for the Company's termination of the Employee with
cause.

3. "Good Reason" shall mean the occurrence of any of the following events without Employee's prior express
written consent:

(a) Any material change in Employee's status, title, authorities or responsibilities under this Employment
Agreement which represents a demotion from such status, title, position or responsibilities which are materially
inconsistent with his status, title, position or work responsibilities set forth in this Employment Agreement, or any
removal of Employee from, or failure to appoint, elect, reappoint or reelect Employee to, any of such positions,
except in connection with the termination of his employment with Cause, or as a result of his death or Disability,
provided, however, that no change in title, authorities or responsibilities customarily attributable solely to the
Company ceasing to be a publicly traded corporation shall constitute Good Reason hereunder;

(b) The failure by the Company to continue in effect any incentive, bonus or other compensation plan in which
Employee participates, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to the failure to continue such plan, or the failure by the Company to continue
Employee's participation therein, or any action by the Company which would directly or indirectly materially
reduce his participation therein or reward opportunities thereunder; provided, however, that Employee continues
to meet all eligibility requirements thereof;
(c) The failure by the Company to continue in effect any employee benefit plan (including any medical,
hospitalization, life insurance or disability benefit plan in which Employee participates), or any material fringe
benefit or prerequisite enjoyed by him unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to the failure to continue such plan, or the failure by the Company to
continue Employee's participation therein, or any action by the Company which would directly or indirectly
materially reduce his participation therein or reward opportunities thereunder, or the failure by the Company to
provide him with the benefits to which he is entitled under this Employment Agreement; provided, however, that
Employee continues to meet all eligibility requirements thereof;

(d) Any other material breach by the Company of any provision of this Employment Agreement;

(e) The failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company
to assume and agree to perform this Employment Agreement, as contemplated in the Section entitled
Indemnification Agreement hereof;

(f) Any purported termination of employee's employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of this Employment Agreement; and for purposes of this Employment
Agreement, no such purported termination shall be effective; or

(g) Any Change of Control (as defined herein) of the Company.

4. Change of Control. "Change of Control" shall be deemed to have occurred when:

(a) Securities of the Company representing 50% or more of the combined voting power of the Company's then
outstanding voting securities are acquired pursuant to a tender offer or an exchange offer by a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates;

(b) A merger or consolidation is consummated in which the Company is a constituent corporation and which
results in less than 50% of the outstanding voting securities of the surviving or resulting entity being owned by the
then existing stockholders of the Company;

(c) A sale is consummated by the Company of substantially all of the Company's assets to a person or entity
which is not a wholly-owned subsidiary of the Company or any of its affiliates; or

(d) During any period of two consecutive years, individuals who, at the beginning of such period, constituted the
Board cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election
for each new director was approved by the vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

5. Notice of Termination. "Notice of Termination" shall mean a written notice which shall indicate the specified
termination provision in this Employment Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Employee's employment under the provision so
indicated; provided, however, no such purported termination shall be effective without such Notice of
Termination; provided further, however, any purported termination by the Company or by Employee shall be
communicated by a Notice of Termination to the other party hereto in accordance with the Section entitled
Notices of this Employment Agreement.

6. Date of Termination. "Date of Termination" shall mean the date specified in the Notice of Termination (which,
in the case of a termination pursuant to the
Section entitled Termination Without Cause By The Company Or For Good Reason By Employee of this
Employment Agreement shall not be less than sixty (60) days, and in the case of a termination pursuant to this
Section, entitled Definitions, of this Employment Agreement shall not be more than sixty (60) days, from the date
such Notice of Termination is given); provided, however, that if within thirty (30) days after any Notice of
Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date finally determined by either mutual written
agreement of the parties or by the final judgment, order or decree of a court of competent jurisdiction (the time
for appeal therefrom having expired and no appeal having been taken).
FEES AND EXPENSES. The Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by Employee as a result of a contest or dispute over Employee's
termination of employment if such contest or dispute is resolved in Employee's favor.

NOTICES. For the purposes of this Employment Agreement, notices and all other communications provided for
in the Employment Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier
with established national reputation, shipping prepaid or billed to sender, in either case addressed to the
respective addresses last given by each party to the other (provided that all notices to the Company shall be
directed to the attention of the Chairman with a copy to the Secretary of the Company) or to such other address
as either party may have furnished to the other in writing in accordance herewith. All notices and communication
shall be deemed to have been received on the date of delivery thereof, or on the second day after deposit thereof
with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

|_| Company at: 1284 Puerta Del Sol, San Clemente, CA 92672

|_| Employee at: _________________________________________

LIFE INSURANCE. The Company may, at any time after the execution of this Employment Agreement, apply
for and procure as owner and for its own benefit, life insurance on Employee, in such amounts and in such form
or forms as the Company may determine. Employee shall, at the request of the Company, submit to such medical
examinations, supply such information, and execute such documents as may be required by the insurance
company or companies to whom the Company has applied for such insurance. Employee hereby represents that
to his knowledge he is in excellent physical and mental condition and is not under the influence of alcohol, drugs
or similar substance.

PRIOR EMPLOYMENT AGREEMENTS. Employee represents and warrants that Employee's performance of
all the terms of this Employment Agreement and as an employee of the Company does not, and will not, breach
any employment agreement, arrangement or understanding or any agreement, arrangement or understanding to
keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee's
employment by the Company. Employee has not entered into, and shall not enter into, any agreement,
arrangement or understanding, either written or oral, which is in conflict with this Employment Agreement or
which would be violated by Employee entering into, or carrying out his obligations under, this Employment
Agreement.

PROPRIETARY INFORMATION AND INVENTIONS. Employee understands and acknowledges that:

1. During the term of the Employee's employment under this agreement, the Employee shall not, directly or
indirectly, engage or be interested (as a stockholder, director, officer, employee, salesperson, agent, broker,
partner, individual proprietor, lender, consultant, or otherwise), either individually or in or through any person
(whether a corporation, partnership, association, or other entity) which engages, anywhere in the United States, in
a business which is conducted by the Company on the date of termination of his/her employment, except that
he/she may be employed by an affiliate of the Company and hold not more than 2% of the outstanding securities
of any class of any publicly held company which is competitive with the business of the Company.
2. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or thereafter, disclose to anyone (except in the regular course of the Company's business or as
required by law), or use in any manner, any information acquired by the Employee during his/her employment by
the Company with respect to any clients or customers of the Company or any confidential or secret aspect of the
Company's operations or affairs unless such information has become public knowledge other than by reason of
actions, direct or indirect, of the Employee. Information subject to the provisions of this paragraph shall include,
without limitation:

(a) Procedures for computer access and passwords of the Company's clients and customers, program manuals,
user manuals, or other documentation, run books, screen, file, or database layouts, systems flowcharts, and all
documentation normally related to the design or implementation of any computer programs developed by the
Company relating to computer programs or systems installed either for customers or for internal use;

(b) Lists of present clients and customers and the names of individuals at each client or customer location with
whom the Company deals, the type of equipment or computer software they purchase or use, and information
relating to those clients and customers which has been given to the Company by them or developed by the
Company, relating to computer programs or systems installed;

(c) Lists of or information about personnel seeking employment with or who are employed by the Company;

(d) Prospect lists for actual or potential clients and customers of the Company and contact persons at such actual
or potential clients and customers;

(e) Any other information relating to the Company's research, development, inventions, purchasing, engineering,
marketing, merchandising, and selling.

3. The Employee shall not, directly or indirectly, either during the term of the Employee's employment under this
Agreement or for a period of one (1) year thereafter or for six (6) months following the Termination Date if this
Employment Agreement is terminated by the Company other than with Cause or by the Employee for Good
Reason;

(a) Solicit, directly or indirectly, the services of any person who was a full-time employee of the Company, its
subsidiaries, divisions, or affiliates, or solicit the business of any person who was a client or customer of the
Company, its subsidiaries, divisions, or affiliates, in each case at any time during the past year of the term of the
Employee's employment under this Agreement. For purposes of this Agreement, the term "person" shall include
natural persons, corporations, business trusts, associations, sole proprietorships, unincorporated organizations,
partnerships, joint ventures, and governments, or any agencies, instrumentalities, or political subdivisions thereof.

(b) Induce employees of the Company to terminate their employment with the Company or engage in any
Competitive Business in the United States; provided, however, that the ownership of the outstanding capital stock
of a corporation whose shares are traded on a national securities exchange or on the over-the-counter market or
the ownership and/or operation of a franchise under a franchise agreement with the Company shall not be
deemed engaging any Competitive Business. "Competitive Business" shall mean any other business that is the
same as or similar to the Company concept as it exists on the date of this Employment Agreement or on the
Termination Date.
4. All memoranda, notes, records, or other documents made or composed by the Employee, or made available
to him during the term of this Agreement concerning or in any way relating to the business or affairs of the
Company, its subsidiaries, divisions, affiliates, or clients shall be the Company's property and shall be delivered to
the Company on the termination of this Agreement or at any other time at the request of the Company.

5.

(a) The Employee hereby assigns and agrees to assign to the Company all his rights to and title and interest to all
Inventions, and to applications for United States and foreign patents and United States and foreign patents
granted upon such Inventions and to all copyrightable material or other works related thereto.

(b) The Employee agrees for himself and his heirs, personal representatives, successors, and assigns, upon
request of the Company, to at all times do such acts, such as giving testimony in support of the Employee's
inventorship, and to execute and deliver promptly to the Company such papers, instruments, and documents,
without expense to him, as from time to time may be necessary or useful in the Company's opinion to apply for,
secure, maintain, reissue, extend, or defend the Company's worldwide rights in the Inventions or in any or all
United States patents and in any or all patents in any country foreign to the United States, so as to secure to the
Company the full benefits of the Inventions or discoveries and otherwise to carry into full force and effect the text
and the intent of the assignment set out in this Section, Proprietary Information And Inventions.

(c) Notwithstanding any provision of this Agreement to the contrary, the Company shall have the royalty-free
right to use in its business, and to make, have made, use, and sell products, processes, and services to make,
have made, use, and sell products, processes, and services derived from any inventions, discoveries, concepts,
and ideas, whether or not patentable, including, but not limited to, processes, methods, formulas, and techniques,
as well as improvements thereof and know-how related thereto, that are not inventions as defined herein, but
which are made or conceived by the Employee during his employment by the Company or with the use or
assistance of the Company's facilities, materials, or personnel. If the Company determines that it has no present
or future interest in any invention or discovery made by the Employee under this paragraph, the Company shall
release such invention or discovery to the Employee within Sixty (60) days after the Employee's notice in writing
is received by the Company requesting such release. If the Company determines that it does or may in the future
have an interest in any such invention or discovery, such information will be communicated to the Employee within
the 60-day period described above.

(d) For purposes of this Section, Proprietary Information And Inventions, "Inventions" means inventions,
discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, processes, methods,
formulas, and techniques, as well as improvements thereof or know-how related thereto, concerning any present
or prospective activities of the Company with which the Employee becomes acquainted as a result of her
employment by the Company.

6. The Employee acknowledges that the agreements provided in this Section, Proprietary Information And
Inventions, were an inducement to the Company entering into this Agreement and that the remedy at law for
breach of Employee's covenants under this Section, Proprietary Information And Inventions, will be inadequate
and, accordingly, in the event of any breach or threatened breach by the Employee of any provision of this
Section, Proprietary Information And Inventions, the Company shall be entitled, in addition to all other remedies,
to an injunction restraining any such breach.
TRUST. Employee's employment creates a relationship of confidence and trust between Employee and the
Company with respect to certain information applicable to the business of the Company, its subsidiaries, if any,
(collectively, the "Group") or applicable to the business of any franchisee, vendor or customer of any of the
Group, which may be made known to Employee by the Group or by any franchisee, vendor or customer of any
of the Group or learned by Employee during the employment Period.

REMEDIES. Employee acknowledges and agrees that the Company's remedy at law for a breach or a
threatened breach of the provisions herein would be inadequate, and in recognition of this Fact, in the event of a
breach or threatened breach by Employee of any of the provisions of this Employment Agreement, it is agreed
that the Company shall be entitled to, equitable relief in the form of specific performance, a temporary restraining
order, a temporary or permanent injunction or any other equitable remedy which may then be available, without
posting bond or other security. Employee acknowledges that the granting of a temporary injunction, a temporary
restraining order or other permanent injunction merely prohibiting Employee from engaging in any Business
Activities would not be an adequate remedy upon breach or threatened breach of this Employment Agreement,
and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting
Employee from engaging in any activities prohibited by this Employment Agreement. No remedy herein conferred
is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be
in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or
otherwise.

SUCCESSIVE EMPLOYMENT NOTICE. Within five (5) business days after the Termination Date, Employee
shall provide notice to the Company of Employee's next intended employment. If such employment is not known
by employee at such date, Employee shall notify the Company immediately upon determination of such
information. Employee shall continue to provide the company with notice of employee's place and nature of
employment and any change in place or nature of employment during the period ending:

1. Two (2) years after the Termination Date if this Employment Agreement is terminated by the Company for
Cause or by the Employee other than for Good Reason or

2. Six (6) months after the Termination Date if this Employment Agreement is terminated by the company other
than for Cause or by the Employee for Good Reason.

Failure of Employee to provide the company with such information in an accurate and timely fashion shall be
deemed to be a breach of this Employment Agreement and shall entitle the Company to all remedies provided for
in this Employment Agreement as a result of such breach.

SUCCESSORS. This Employment Agreement shall be binding on the Company and any successor to any of its
businesses or assets. Without limiting the effect of the prior sentence, the Company shall use its best efforts to
require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this
Employment Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. As used in this Employment Agreement,
"Company" shall mean the Company as hereinbefore defined and any successor or assign to its business and/or
assets as aforesaid which assumes and agrees to perform this Employment Agreement or which is otherwise
obligated under this Agreement by the first sentence of this Section, entitled Successors, by operation of law or
otherwise.
INDEMNIFICATION AGREEMENT. Upon the execution of this Employment Agreement, the Company and
employee shall each execute and deliver to the other an Indemnification Agreement dated as of the date hereof.

BINDING EFFECT. This Employment Agreement shall inure to the benefit of and be enforceable by Employee's
personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Employee should die while any amounts would still be payable to him hereunder if he had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Employment Agreement to Employee's estate.

MODIFICATION AND WAIVER. No provision of this Employment Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such
officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or provision of this Employment
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

HEADINGS. Headings used in this Agreement are for convenience only and shall not be used to interpret or
construe its provisions.

WAIVER OF BREACH. The waiver of either the Company or Employee of a breach of any provision of this
Employment Agreement shall not operate or be construed as a waiver of any subsequent breach by either the
Company or Employee.

AMENDMENTS. No amendments or variations of the terms and conditions of this Employment Agreement shall
be valid unless the same is in writing and signed by all of the parties hereto.

SEVERABILITY. The invalidity or unenforceability of any provision of this Employment Agreement, whether in
whole or in part, shall not in any way affect the validity and/or enforceability of any other provision contained
herein. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or
unenforceability. It is expressly understood and agreed that while the Company and Employee consider the
restrictions contained in this Employment Agreement reasonable for the purpose of preserving for the Company
the good will, other proprietary rights and intangible business value of the Company, if a final judicial
determination is made by a court having jurisdiction that the time or territory or any other restriction contained in
this Employment Agreement is an unreasonable or otherwise unenforceable restriction against Employee, the
provisions of such clause shall not be rendered void but shall be deemed amended to apply as to maximum time
and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

GOVERNING LAW. This Employment Agreement shall be construed and enforced pursuant to the laws of the
State of California.

ARBITRATION. Any controversy or claim arising out of or relating to this Employment Agreement or any
transactions provided for herein, or the breach thereof, other than a claim for injunctive relief shall be settled by
arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association (the
"Rules") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in
such proceedings shall be kept to the minimum level of formality that is consistent with the Rules. One arbitrator
shall be named by the Company, a second shall be named by Employee and the third arbitrator shall be named
by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be
named by the American Arbitration Association. Arbitration shall occur in San Diego, California or such other
location agreed to by the Company and Employee. The award made by all or a majority of the panel of
arbitrators shall be final and binding, and judgment may be entered in any court of law having competent
jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided
in Title 9 of the United States Code. The prevailing party shall be entitled to an award of pre- and post-award
interest as well as reasonable attorneys' fees incurred in connection with the arbitration and any judicial
proceedings related thereto.
EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive
officer" of the Company for purposes of the Securities Act of 1993, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all
the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent
manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act,
Employee shall provide to the Company such information about Employee as the Company shall reasonably
request including, but not limited to, information relating to personal history and stockholdings. Employee shall
report to the General Counsel of the Company or other designated officer of the Company all changes in
beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by
Employee and/or any members of Employee's immediate family.

PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,
neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: (1) words
of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, (2)
words in the singular shall mean and include the plural and vice versa, and (3) the word "may" gives sole
discretion without any obligation to take any action.

COUNTERPARTS. This Employment Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute but one document.

EXHIBITS. Any Exhibits attached hereto are incorporated herein by reference and are an integral part of this
Employment Agreement.

IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and the
Employee as of the date first above written.

EXECUTE SPORTS, INC.

                Employee: _____________________________________                 Date: ____________

                Accepted by: ___________________________________

                Name/Title: Don Dallape/President and CEO                       Date:____________
                                                 Exhibit 10.19

                            Professional Services Agreement By And Between

                                        Faber West Construction and

                                             Execute Sports, Inc.

This Professional Services Agreement (the "Agreement") is made and effective this May 15, 2005 by and
between Faber West Construction, a __________ corporation ("Faber") with offices located at ____________
and Execute Sports, Inc., a Nevada Corp, ("Execute Sports") with its offices located at 1284 Puerta Del Sol,
San Clemente, CA 92673.

WHEREAS, Execute Sports desires for Faber to provide it with design and contract work related to the
development and construction of its trade show booth equipment at industry trade shows that it chooses to
participate in,

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises set forth herein, the parties
agree to the forgoing terms and conditions:

1. SERVICES

Faber agrees to consult with Execute Sports regarding the development of trade show booths and related
equipment, and to provide it with its expertise in the construction and set-up of said trade show booths
(hereinafter referred to as the "Services"). Execute Sports agrees that Faber shall have ready access to Execute
Sports' staff and resources as necessary to perform the Faber's services provided for by this contract.

2. CONSULTING AND SERVICES PERIOD

2.1. Basic Term

Execute Sports hereby retains Faber and Faber agrees to render to the Execute Sports those services described
Section 1 for the period (the "Consulting and Services Period") commencing on the date of this Agreement and
ending upon the earlier of (i) May 15, 2007, (the "Term Date"), and
(ii) the date the Consulting Period is terminated in accordance with
Section 6. Execute Sports shall pay Faber the compensation to which it is entitled under Section 4 through the
end of the Consulting and Services Period, and, thereafter, Execute Sport's obligations hereunder shall end.

3. DUTIES AND RESPONSIBILITIES

Faber hereby agrees to provide and perform for Execute Sports those services set forth in Section 1. Faber shall
devote its best efforts to the performance of the services and to such other services as may be reasonably
requested by Execute Sports and hereby agrees to devote, unless otherwise requested in writing by Execute
Sports, sufficient time required to design and provide construction services for any and all trade booths that
Execute Sports notifies Faber that it needs, provided, however, that Execute Sports shall provide Faber with no
less than 45 days notice prior to the date in which the trade show booths are required to be completed.

4. COMPENSATION AND EXPENSES
4.1. Compensation

In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated
Company, Faber shall be paid in 120,000 shares of the Company's common stock, with registration rights,
payable at the execution of this Agreement.

4.2. Expenses

Execute Sports shall reimburse Faber for reasonable travel and other business expenses incurred by its Agents in
the performance of the duties hereunder in accordance with Execute's general policies, as they may be amended
from time to time during the course of this Agreement.

5. INVOICING

Execute Sports shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Faber, and
Execute Sports shall pay the amount of such invoices to Faber.

6. TERMINATION OF CONSULTING RELATIONSHIP

6.1. By the Company or the Consultant

At any time, either the Execute Sports or Faber may terminate, without liability, the Consulting and Service
Period for any reason, with or without cause, by giving 30 days advance written notice to the other party. If the
Faber terminates its consulting relationship with Execute Sports pursuant to Sections 1,2 and 3, Execute Sports
shall have the option, in its complete discretion, to terminate Faber immediately without the running of any notice
period. Execute Sports shall pay Faber any outstanding compensation to which Faber is entitled pursuant to
Section 4 and 5 through the end of the Consulting and Service Period, and thereafter all obligations of Execute
Sports shall terminate.

7. TERMINATION OBLIGATIONS

Faber hereby acknowledges and agrees that all property, including, without limitation, all books, manuals,
records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof,
Proprietary Information, and equipment furnished to or prepared by Faber or its Agents in the course of or
incident to its rendering of services to Execute Sports, including, without limitation, records and any other
materials pertaining to Invention Ideas belong to Execute Sports and shall be promptly returned to the Execute
Sports upon termination of the Consulting and Services Period. Following termination, neither Faber nor any of
its Agents will retain any written or other tangible material containing any Proprietary Information.

The representations and warranties contained herein and Faber's obligations under Sections 1, 2 and 3 shall
survive termination of the Consulting and Services Period and the expiration of this Agreement.

8. CONFIDENTIAL INFORMATION

Faber shall hold in trust for the Execute Sports hereto and shall not disclose to any third party to the Agreement,
any confidential information of Execute Sports. Confidential information is information which relates to Execute
Sports' research, development, trade secrets or business affairs, but does not include information which is
generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and
programming.
Faber hereby acknowledges that during the performance of this contract, Faber may learn or receive confidential
information and therefore Faber hereby confirms that all such information relating to the client's business will be
kept confidential by Faber, except to the extent that such information is required to be divulged to the consultant's
clerical or support staff or associates in order to enable Faner to perform Faber's contract obligation.

a) Faber shall take all reasonable precautions to prevent any other person with whom Faber is or may become
associated from acquiring confidential information at any time.

b) Faber agrees that all confidential information shall be deemed to be and shall be treated as the sole and
exclusive property of Execute Sports.

c) Upon termination of this contract, Faber shall deliver to Execute Sports all drawings, manuals, letters, notes,
notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential
information which are in the possession or under the control of Faber.

9. STATUS OF CONSULTANT

Faber is an independent contractor and neither Faber nor Faber's staff is or shall be deemed to be employed by
Execute Sports. Execute Sports is hereby contracting with Faber for the services described in Section 1. Faber is
not required to perform the services during a fixed hourly or daily time and if the services are performed at the
Execute Sport's premises, then Faber's time spent at the premises is to be at the discretion of Faber; subject to
Execute Sport's normal business hours and security requirements. The order or sequence in which the work is to
be performed shall be under the control of Faber. Faber's services hereunder cannot be terminated or cancelled
short of completion of the services agreed upon except for Faber's failure to perform the contract's specification
as required hereunder and conversely, subject to Execute Sport's obligation to make full and timely payment(s)
for Faber's services. Faber shall be obligated to complete the services agreed upon and shall be liable for non-
performance of the services to the extent and as provided in Sections 1 and 3 hereof. Execute Sports shall not
provide any insurance coverage of any kind for Faber or Faber's staff.

10. COMPANY REPRESENTATIVE

Don Dallape shall represent Execute Sports during the performance of this contract with respect to the services
and deliverables as defined herein and has authority to execute written modifications or additions to this contract.
11. DISPUTES

Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to
binding arbitration by the American Arbitration Association, to be determined and resolved by said Association
under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in
the costs of said arbitration.

The final arbitration decision shall be enforceable through the courts of the state of California. In the event that this
arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as
binding and enforceable as if this Section 11 were not a part hereof.

12. TAXES

Faber shall be responsible for any taxes or penalties assessed by reason of any claims that Faber is an employee
of Execute Sports and Execute Sports and Faber specifically agree that Faber is not an employee of Client.

13. LIABILITY

Faber warrants to Execute Sports that the consulting and services to be delivered or rendered hereunder, will be
of the kind and quality designated and will be performed by qualified personnel. Faber makes no other
warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or
merchantability. In no event shall Faber be liable for special or consequential damages, either in contract or tort,
whether or not the possibility of such damages has been disclosed to Faber in advance or could have been
reasonably foreseen by Faber, and in the event this limitation of damages is held unenforceable then the parties
agree that by reason of the difficulty in foreseeing possible damages all liability to Company shall be limited to
$100,000 as liquidated damages and not as a penalty.

14. ENFORCEABLE

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of
action of the Faber against Execute Sports whether predicated on this Agreement or otherwise.

15. REPRESENTATIONS AND WARRANTIES

Faber represents and warrants (i) that Faber has no obligations, legal or otherwise, inconsistent with the terms of
this Agreement or with Faber's undertaking this relationship with the Execute Sports, (ii) that the performance of
the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any
proprietary or other right of any third party.

16. COMPLETE AGREEMENT

This agreement contains the entire agreement between the parties hereto with respect to the matters covered
herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to
or represented by or on behalf of Faber by any of its employees or agents, or contained in any sales materials or
brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Execute Sports
acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.
17. INDEMNIFICATION

Faber hereby indemnifies and agrees to defend and hold harmless the Execute Sports from and against any and
all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court
costs and reasonable attorneys' fees, arising out of or relating to the services performed by Faber under this
Agreement or the representations and warranties made by Faber pursuant to Sections 1 and 3 hereof. Faber's
obligations under Section 4 hereof shall survive the termination, for any reason, of this Agreement.

18. ATTORNEY'S FEES

Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort
to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition
to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation
from the party or parties against whom enforcement was sought.

19. NONWAIVER

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or
under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege
in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the
party to be charged and, in the case of the Execute Sports, by an executive officer of Execute Sports or other
person duly authorized by the Execute Sports.

20. REMEDY FOR BREACH

The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or
imminent damage to the value and the goodwill of Execute Sports's business will be inestimable, and that
therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that
Execute Sports shall be entitled to injunctive relief against Faber in the event of any breach or threatened breach
by Faber, in addition to any other relief (including damages and the right of the Execute Sports to stop payments
hereunder which is hereby granted) available to Execute Sports under this Agreement or under law.

21. SEVERABILITY; ENFORCEMENT

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held
by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and
such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. It is
the intention of the parties that the covenants contained in Sections 5 and 6 shall be enforced to the greatest
extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that
jurisdiction whose law is found to be applicable to any acts allegedly in breach of these covenants.
22. SCOPE OF AGREEMENT

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit
enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and
the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of
such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed
only to the extent necessary to conform to law.

23. NOTICES

All notices or other communications required or permitted hereunder shall be made in writing and shall be
deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail,
return receipt requested, and addressed to the Company at:

                                             Execute Sports, Inc.

                                        1284 Puerta Del Sol Suite 150

                                            San Clemente CA 92673

                                            or to the Consultant at:

                                           Faber West Construction




Notice of change of address shall be effective only when done in accordance with this Section.

24. ASSIGNMENT

This Agreement may not be assigned by either party without the prior written consent of the other party. Except
for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and
inure to the benefits of the heirs, successors and assigns of the parties hereto.

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

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

               Execute Sports, Inc.                                    Faber West Construction

               Authorized Signature                                    Authorized Signature

               Print Name and Title                                    Print Name and Title
                                                   Exhibit 10.20

                                           Design Services Agreement

This Agreement for Professional Services (the "Agreement") is made and effective this July 5, 2005, between
Execute Sports (the "Client"), a corporation organized and existing under the laws of the Nevada, with its head
office located at 1284 Puerta Del Sol, Suite 150, San Clemente, CA 92673: and Chris Martin, an individual, with
his place of residence at 34192 Doheny Park Rd Capistrano Beach, CA 92624 ("Contractor"):

WHEREAS, Client finds that the Contractor is willing to perform certain work hereinafter described in
accordance with the provisions of this Agreement; and

WHEREAS, Client finds that the Contractor is qualified to perform the work, all relevant factors considered, and
that such performance will be in furtherance of Client's business.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound,
the parties hereto agree as follows:

1. SERVICES TO CLIENT

The Contractor shall provide the following ("Services") to Client:

Brand, logo and other design work for the Client's existing products as well as those in development.
Collaboration on co-branding strategies with marketing and distribution partners and channels.

2. PAYMENT AND INVOICING TERMS

2.1 Payment for Services

The Client will pay Contractor 40,000 shares of its common stock with "piggy back" registration rights in lieu of
cash.

2.2 Reimbursable Costs

Client shall reimburse, based on written pre-authorization, the Contractor all costs incurred in connection with the
Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials,
computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the "Reimbursable
Costs"). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all
costs associated with travel. All extraordinary travel expenses must receive Client's approval. The Contractor
shall provide to Client substantiation of Reimbursable Costs incurred.

2.3 Invoicing

Invoices will submitted monthly by the Contractor for payment by Client. Payment is due upon receipt and is past
due Five (5) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an
invoice, Client will so notify the Contractor within Three
(3) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed
valid. The portion of the Contractor's invoice which is not in dispute shall be paid in accordance with the
procedures set forth herein.
A finance charge of Two Percent [2%] per month on the unpaid amount of an invoice, or the maximum amount
allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to
accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred
in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, the Contractor
may suspend performing further work.

2.4 Taxes

All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any
such amount payable by Client the monetary sum equal to any and all current and future applicable taxes,
however designated, incurred as a result of or otherwise in connection with this Agreement or the Services,
including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any
taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on the Contractor's net
income). If Client does not pay such taxes, the Contractor may make such payments and Client will reimburse the
Contractor for those payments. Client will hold the Contractor harmless for any payments made by Client
pursuant to this
Section 2.4.

3. CHANGES

Client may, with the approval of the Contractor, issue written directions within the general scope of any Services
to be ordered. Such changes (the "Change Order") may be for additional work or the Contractor may be
directed to change the direction of the work covered by the Task Order, but no change will be allowed unless
agreed to by the Contractor in writing.

4. STANDARD OF CARE

The Contractor warrants that it services shall be performed by personnel possessing competency consistent with
applicable industry standards. No other representation, express or implied, and no warranty or guarantee are
included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or
otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software
developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE
CONTRACTOR CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS
WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

5. LIABILITY

5.1 Limitation

The Contractor's liability, including but not limited to Client's claims of contributions and indemnification related to
third party claims arising out of services rendered by the Contractor, and for any losses, injury or damages to
persons or properties or work performed arising out of or in connection with this Agreement and for any other
claim, shall be limited to the lesser of (i) [AMOUNT] or (ii) payment received by the Contractor from Client for
the particular service provided giving rise to the claim. Notwithstanding anything to the contrary in this
Agreement, the Contractor shall not be liable for any special, indirect, consequential, lost profits, or punitive
damages. Client agrees to limit the Contractor's liability to Client and any other third party for any damage on
account of any error, omission or negligence to a sum not to exceed the lesser of (i)
[AMOUNT] or (ii) the payment received by the Contractor for the particular service provided giving rise to the
claim. The limitation of liability set forth herein is for any and all matters for which the Contractor may otherwise
have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute,
or otherwise.
5.2 Remedy

Client's exclusive remedy for any claim arising out of or relating to this Agreement will be for the Contractor,
upon receipt of written notice, either (i) to use commercially reasonable efforts to cure, at its expense, the matter
that gave rise to the claim for which the Contractor is at fault, or (ii) return to Client the fees paid by Client to the
Contractor for the particular service provided that gives rise to the claim, subject to the limitation contained in
Section 5.1. Client agrees that it will not allege that this remedy fails its essential purpose.

5.3 Survival

Articles 2, 4, 5, and 6 survive the expiration or termination of this Agreement for any reason.

6. MISCELLANEOUS

6.1 Insecurity and Adequate Assurances

If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion,
the Contractor may demand in writing adequate assurances of Client's ability to meet its payment obligations
under this Agreement. Unless Client provides the assurances in a reasonable time and manner acceptable to the
Contractor, in addition to any other rights and remedies available, Client may partially or totally suspend its
performance while awaiting assurances, without liability to Client.

6.2 Severability

Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of
any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had
been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that
they would have executed the remaining portion of this Agreement without including any such part, parts, or
portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full
force and effect in all other circumstances.

6.3 Modification and Waiver

Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent
breach.

6.4 Independent Contractor

The Contractor is an independent contractor of Client.

6.5 Notices

Client shall give the Contractor written notice within [NUMBER] days of obtaining knowledge of the occurrence
of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against the
Contractor, whether such claim is based in law or equity, arising under or related to this Agreement or to the
transactions contemplated hereby, or any act or omission to act by the Contractor with respect hereto. If Client
fails to give such notice to the Contractor with regard to any such claim or cause of action and shall not have
brought legal action for such claim or cause of action within said time period, Client shall be deemed to have
waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or
proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other
communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that
recipient receives a manually signed copy and the transmission method is scheduled to deliver within [HOURS]
and shall be deemed given when delivered to the address specified below or such other address as may be
specified in a written notice in accordance with this Section.
       If to the Contractor:

       Chris Martin

       34192 Doheny Park Rd

       Capistrano Beach, CA 92624

       If to Client:

       Don Dallape

       Execute Sports

       1284 Puerta Del Sol, Suite 150

       San Clemente CA 92673

       Any party may, by notice given in accordance with this Section to the
       other parties, designate another address or person or entity for receipt
       of notices hereunder.

6.6      Assignment

       The Agreement is not assignable or transferable by Client. This Agreement
       is not assignable or transferable by the Contractor without the written
       consent of Client, which consent shall not be unreasonably withheld or
       delayed.

6.7      Disputes

       The Contractor and Client recognize that disputes arising under this
       Agreement are best resolved at the working level by the parties directly
       involved. Both parties are encouraged to be imaginative in designing
       mechanism and procedures to resolve disputes at this level. Such efforts
       shall include the referral of any remaining issues in dispute to higher
       authority within each participating party's organization for resolution.
       Failing resolution of conflicts at the organizational level, the
       Contractor and Client agree that any remaining conflicts arising out of or
       relating to this Contract shall be submitted to nonbinding mediation
       unless the Contractor and Client mutually agree otherwise. If the dispute
       is not resolved through non-binding mediation, then the parties may take
       other appropriate action subject to the other terms of this Agreement.

6.8       Section Headings

       Title and headings of sections of this Agreement are for convenience of
       reference only and shall not affect the construction of any provision of
       this Agreement.

6.9       Representations; Counterparts

       Each person executing this Agreement on behalf of a party hereto
       represents and warrants that such person is duly and validly authorized to
       do so on behalf of such party, with full right and authority to execute
       this Agreement and to bind such party with respect to all of its
       obligations hereunder. This Agreement may be executed (by original or
       telecopied signature) in counterparts, each of which shall be deemed an
       original, but all of which taken together shall constitute but one and the
       same instrument.

6.10     Residuals

       Nothing in this Agreement or elsewhere will prohibit or limit the
       Contractor's ownership and use of ideas, concepts, know-how, methods,
       models, data, techniques, skill knowledge and experience that were used,
       developed or gained in connection with this Agreement. The Contractor and
       Client shall each have the right to use all data collected or generated
       under this Agreement.

6.11     Non-solicitation of Employees
                During and for [NUMBER] year after the term of this Agreement, Client will
                not solicit the employment of, or employ the Contractor's personnel,
                without the Contractor's prior written consent.

         6.12     Cooperation

                Client will cooperate with the Contractor in taking actions and executing
                documents, as appropriate, to achieve the objectives of this Agreement.
                Client agrees that the Contractor's performance is dependent on Client's
                timely and effective cooperation with the Contractor. Accordingly, Client
                acknowledges that any delay by Client may result in the Contractor being
                released from an obligation or scheduled deadline or in Client having to
                pay extra fees for the Contractor's agreement to meet a specific
                obligation or deadline despite the delay.

         6.13     Governing Law and Construction

                This Agreement will be governed by and construed in accordance with the
                laws of California, without regard to the principles of conflicts of law.
                The language of this Agreement shall be deemed to be the result of
                negotiation among the parties and their respective counsel and shall not
                be construed strictly for or against any party. Each party (i) agrees that
                any action arising out of or in connection with this Agreement shall be
                brought solely in courts of the State of California (ii) hereby consents
                to the jurisdiction of the courts of the State of California and (iii)
                agrees that, whenever a party is requested to execute one or more
                documents evidencing such consent, it shall do so immediately.

         6.14     Entire Agreement; Survival

                This Agreement, including any Exhibits, states the entire Agreement
                between the parties and supersedes all previous contracts, proposals, oral
                or written, and all other communications between the parties respecting
                the subject matter hereof, and supersedes any and all prior
                understandings, representations, warranties, agreements or contracts
                (whether oral or written) between Client and the Contractor respecting the
                subject matter hereof. This Agreement may only be amended by an agreement
                in writing executed by the parties hereto.

         6.15     Force Majeure

                The Contractor shall not be responsible for delays or failures (including
                any delay by the Contractor to make progress in the prosecution of any
                Services) if such delay arises out of causes beyond its control. Such
                causes may include, but are not restricted to, acts of God or of the
                public enemy, fires, floods, epidemics, riots, quarantine restrictions,
                strikes, freight embargoes, earthquakes, electrical outages, computer or
                communications failures, and severe weather, and acts or omissions of
                subcontractors or third parties.

         6.16     Use By Third Parties

                Work performed by the Contractor pursuant to this Agreement are only for
                the purpose intended and may be misleading if used in another context.
                Client agrees not to use any documents produced under this Agreement for
                anything other than the intended purpose without the Contractor's written
                permission. This Agreement shall, therefore, not create any rights or
                benefits to parties other than to Client and the Contractor.




IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.

         CONTRACTOR                                            CLIENT

         Authorized Signature                                  Authorized Signature

         By: Chris Martin                                      By: Donald Dallape

         Title:                                                Title: President and Chairman
Exhibit 14.1

                                                EXHIBIT B
                                      The Execute Sports Code of Ethics

Purpose and Scope

This policy establishes our company's requirements regarding personal and professional ethical and legal
standards of conduct and the handling of complaints of violations of those standards. It applies to all Execute
Sports employees, contractors and non-employee directors.

Policy

It is the policy of The Execute Sports Company to conduct its business in accordance with applicable laws of the
United States and other jurisdictions in which the Company operates and in accordance with the highest ethical
standards of business conduct. All employees shall adhere strictly to this policy.

While it is the Company's explicit policy to comply with all relevant federal, state and local statutes, our
commitment to ethical conduct in the affairs of our business goes far beyond the prohibitions of any particular
statute. The company's minimum requirements for the conduct of all employees follow.

Specific Obligations

General Business Ethics

All persons employed by, or associated with the Company are expected to deal honestly, truthfully and fairly with
others in business. False or intentionally misleading statements or omissions of any kind should never be made.
Confidential information, either of Execute Sports or of any other company, must never be misused. Execute
Sports will not countenance any types of deceitful practices.

Company Records and Money

Company records must always be maintained and presented accurately and reliably. No false or intentionally
misleading entries may be made in the Company's books or records. Company money must be accurately
accounted for and may only be spent for lawful, company-related purposes. Employees whose duties involve
verification of expenditures of Company money are responsible for the scrutiny and verification of the legitimacy
of all expenditures.

Relationships with Vendors/Customers

All vendors and customers are to be treated honestly and fairly. No payments, gifts of more than nominal value,
or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for
Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of
preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.

Money, gifts, repetitive or extensive entertainment and other favors which would imply or incur an obligation must
not be accepted or given by employees or immediate members of their family in connection with transactions
involving the Company. Acceptance of a meal, refreshments or entertainment in the normal course of business
relations is permitted and, to the extent practical, should be reciprocated.
The Company will promptly terminate any employee who offers or receives a bribe or a kickback. Such conduct
is illegal and strictly forbidden.

Conflicts of Interest

All decisions involving the business or non-business activities of the Company must be made solely in the best
interests of the Company. Employees, and directors who are not employees, must not make decisions based on
personal considerations which might affect or appear to affect their judgment. Accordingly, they must not have, or
appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company's
competitors, suppliers or customers. They may not buy or sell, directly or indirectly, any property, goods or
services from or to the Company for their own benefit or for the benefit of their families or associates. Employees
must not accept from others, directly or indirectly, any form of compensation for work or services relating to their
responsibilities as Execute Sports employees. The ownership, as an investor, of the securities of publicly held
corporations may normally be disregarded.

Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss
it with his or her supervisor.

Inside Information

Important information that has not yet become publicly available about either Execute Sports or publicly traded
companies with which Execute Sports has business dealings is "Inside Information." Execute Sports personnel
who have access to Inside Information may not profit financially by buying or selling or in any other way dealing in
Execute Sports stock or the stock of another publicly traded company about which the person has Inside
Information. Nor may Execute Sports personnel benefit financially or in any other way by passing on Inside
Information to any other person. The use of Inside Information in order to gain personal benefit is illegal
regardless of how small the user's profit from the transaction may be.

An easy way to determine whether information not yet publicly available is Inside Information is to ask whether
the dissemination of the information would be likely to affect the market price of the stock of the company in
question or whether it would be likely to be considered as important information by investors who are considering
purchasing or selling that company's stock. If the information makes you want to buy or sell, it is likely to have the
same effect on others.

If you possess Inside Information, you must refrain from trading the stock of the company concerned, from
advising anyone else to do so or from communicating the Inside Information to anyone else until you know that it
has been disseminated to the public.

Company Trade Secrets

Proprietary information includes data developed or assembled on Company time or at Company expense, that is
unique in the sense that the end result is not readily available generally without a like expenditure of time and
money, even though the basic data is known or observable. Trade secrets include all data unique to the Company
and discoverable only by employees in certain positions in the Company. Information in these categories is the
property of Execute Sports Incorporated, and any misapplication or misappropriation of that property may
prompt legal action by the Company.
No one should share proprietary information or trade secrets of Execute Sports with anyone outside the
Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or
accept from anyone outside the Company any proprietary information or trade secrets of another company. The
Company has no interest either in receiving or using any proprietary information or trade secrets of other
companies, because to do so would be unethical and improper.

Further, no one should make any use of materials protected by copyrights, trademarks, or patents without first
bringing the matter to the attention of the Legal Services Department.

Antitrust

Execute Sports has always been, and remains, an ardent supporter of free and fair competition. Execute Sports
forbids any conduct that would unfairly and unlawfully diminish competition in the marketplace. The antitrust laws
protect and promote free and fair competition among businesses. Examples of the types of conduct which are
prohibited under the antitrust laws, and are therefore particularly unacceptable to Execute Sports include but are
not limited to:

- Any agreements among competitors about price, allocation of markets, or allocation of customers.
- Any agreements with customers not to deal with a competitor.
- Restrictions on resale.
- Sales conditioned on agreements to purchase other products.

Environmental, Health and Safety Laws and Regulations

Environmental, Health and Safety laws and regulations are very complex and extremely important. Compliance
with these regulations is essential. In addition, it is essential that any reports or representations made by or on
behalf of the Company to any environmental, health or safety regulatory body be completely accurate and
correct, containing no false statements or material omissions.

Political Contributions

Execute Sports complies carefully with all regulations governing campaign contributions in federal, state and local
elections. In addition, employees are free to make, or not to make, any individual political contributions they
desire. The Company shall never reimburse an employee for a political contribution made by the employee.

International Practices

In some countries, practices which the United States would characterize as criminal or corrupt are accepted or
tolerated as part of the political and commercial culture. In particular, some countries do not condemn bribery the
way the United States does, and permit, or tolerate, payments to public officials to influence their exercise of
discretion. Not only are such practices contrary to Execute Sports' standards, they are illegal in the United States,
even when committed abroad. Execute Sports forbids the offering or receiving of any money or anything of value
to or from a foreign official to influence that person in the performance of official functions.
International Boycotts

Governments sometimes seek to advance their own political agendas by pressuring companies with whom they
do business to boycott the companies or products of certain other countries. It is unlawful for any United States
citizen or company to comply with, further or support a boycott against a country which is not itself the object of
any form of boycott pursuant to United States law or regulation. Execute Sports refuses to participate in
furthering any form of illegal boycott.

Sexual Harassment

Execute Sports Incorporated prohibits the sexual harassment of individuals in the workplace. Sexually harassing
behavior which occurs off Execute Sports premises is also prohibited. Furthermore, the Company will not
tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides
information or assistance in the investigation of such a report.

Interference with an Audit

It is unlawful to attempt improperly to persuade an outside auditor to approve false financial statements. Execute
Sports prohibits its officers and directors, and anyone acting under their direction, from coercing, manipulating,
misleading or fraudulently influencing the Company's outside auditor to approve materially misleading financial
statements.

Reporting Procedures

Any employee who becomes aware of any illegal activities or any violation of the policies contained in this policy
is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is
required. The Company pledges that it will not retaliate against employees who make such reports and shall not
tolerate retaliation by any other person against an employee who makes such a report.

Employees may report a policy violation to supervisory personnel, directly to the General Counsel. Supervisory
personnel are required to communicate reported violations of law or Company Policy to the General Counsel.
Contact information for the General Counsel is as follows:

City National Bank Building
4275 Executive Square
Suite 215
La Jolla, CA 92037
(858) 362-1440

A full and accurate report made to the General Counsel constitutes compliance with the reporting requirement.
Complaint Investigation Procedures

When the General Counsel receives a complaint of a violation of this policy directly or he/she will, with the help of
the President -- Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal
accounting controls and auditing matters will be submitted to the Board of Directors. The Board of Directors may
request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to
evaluate and/or to investigate the complaint. Complaints alleging serious misconduct by senior management will
be referred to the full Board of Directors for evaluation and investigation as appropriate. All other complaints will
be investigated by the General Counsel, as appropriate, and a summary of the complaints and management
follow-up will be reported to the Board of Directors periodically.

Disciplinary Sanctions

Employees who violate the policies set forth in this policy will be subject to discipline. Disciplinary measures will
vary, depending on the seriousness of the violation and the individual circumstances of the employee. Available
disciplinary sanctions include suspension, termination and referral to public law enforcement authorities for
possible prosecution.

Administration

General

Managers are responsible for ensuring that their exempt employees have read the Company's Code of Ethics and
related Policies. Human Resources is responsible for providing copies of the Policies in the new employee
package for all salaried exempt new hires.

Questionnaire and Disclosure

During the first quarter of each calendar year, the General Counsel will send to certain employees questionnaires
to ascertain compliance with this Policy. These employees will be identified by the responsible senior officers
upon request by the General Counsel.

Employees are expected to respond fully and candidly to the questionnaire. To ensure confidentiality and
consistency in handling, questionnaires will be reviewed by only the General Counsel and by the Chief Executive
Officer.

If any event or set of circumstances occurs or appears likely to occur that might create a conflict not previously
disclosed or to deviate from the standards described herein, the employee is expected to make the relevant facts
known to the Company and to follow its recommendations. Employees are encouraged to discuss such matters
first with their supervisors, but they may consult either of the officers mentioned above.

Special Responsibilities of the CEO and Senior Financial Officers

The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, Controller and
Treasurer, are bound by the provisions set forth above relating to ethical conduct, conflicts of interest and
compliance with law. In addition, the Chief Executive Officer and senior financial officers are subject to the
following specific policies:
The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be filed by the Company with the Securities and
Exchange Commission, and in all other public communications made by the Company. Accordingly, it is the
responsibility of the Chief Executive Officer and each senior financial officer promptly to bring or cause to be
brought to the attention of the Disclosure Committee any material information of which he or she may become
aware that affects the disclosures made by the Company in its public filings and other public communications or
otherwise assist the Disclosure Committee in fulfilling its responsibilities as specified in the Committee's charter.

The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the
attention of the General Counsel and to the Board of Directors any information he or she may have concerning
any violation of this policy, including any actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.

The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the
attention of the General Counsel and to the Board of Directors any information he or she may have concerning
evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and
the operation if its business, by the Company or any agent thereof, or of violation of this policy.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be
taken in the event of violations of this policy by the Chief Executive Officer and the Company's senior financial
officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for
adherence to this policy and may include written notices to the individual involved that the Board has determined
that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved,
suspension with or without pay or benefits (as determined by the Board), termination of the individual's
employment and referral to public law enforcement authorities for possible prosecution. In determining what
action is appropriate in a particular case, the Board of Directors or such designee shall take into account all
relevant information, including the nature and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to the violation as to the proper course of action and
whether or not the individual in question had committed other violations in the past.

If you have questions about this policy, contact the office of General Counsel,
(858) 362-1440. This online policy supersedes all other versions of the policy.
Exhibit 16.1

TRACI J ANDERSON, CPA

                                             14026 Cinnabar Place
                                             Huntersville, NC 28078
                                              Cell: (704) 904-0062
                                             Office: (704) 948-6934

July 21, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Padova International USA, Inc. (dba Execute Sports, Inc.) and,
under the date of January 11, 2005, we reported on the financial statements of Padova International USA, Inc.
as of and for the years ended December 31, 2003. On February 15, 2005 our appointment as principal
accountants was terminated. We have read Padova International USA, Inc.'s statements included under Item
4.01 of its Form 8-K dated July 22, 2004 and we agree with such statements, except that we are not ni a
position to agree or disagree with Padova's statement that Bedinger & Company was not engaged regardgin the
application of accounting principles to a specified transaction or the type of audit opinion that might be rendered
on the Company's financial statements.

Very truly yours,

                                             /s/ Traci J. Anderson
                                             Traci J. Anderson
Exhibit 23.1

				
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