Executive Employment Agreement - EXECUTE SPORTS INC - 8-30-2005

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					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