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License Agreement - EXECUTE SPORTS INC - 8-30-2005 by EXECU-Agreements

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									Exhibit 10.17

                                          LICENSE AGREEMENT

This license agreement (hereinafter "Agreement") is made effective as of the latter of the signature dates below
written (hereinafter the "Effective Date") by and between American Motorcyclist Association, an Ohio
corporation, with its offices at 1315 Yarmouth Drive, Pickerington, Ohio 43147 ("LICENSOR"), and Execute
Sports, with its principal place of business at 23121 Arroyo Vista, Suite B, Rancho Santa Margarita, CA 92688
("LICENSEE").

                                                    Recitals

WHEREAS, LICENSOR is the owner of the trademarks and service marks and associated applications and
registrations thereof ("MARKS") listed in Exhibit A for use in association with a motorcyclist association and
motorcyclist related services.

WHEREAS, LICENSEE desires to obtain from LICENSOR a right and license to use the MARKS in
connection with number plates.

WHEREAS, LICENSOR warrants that LICENSOR has full and exclusive right to grant this license on these
MARKS; and

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto
agree as follows:

1. LICENSE GRANT

1.1 License Grant. Subject to the terms, conditions, and restrictions of this Agreement, LICENSOR hereby
grants to LICENSEE a non-exclusive, non-transferable license for the term, to use the MARKS in connection
with number plates.

2. OWNERSHIP

2.1 LICENSOR Rights. LICENSEE agrees that LICENSOR shall retain all ownership rights in the MARKS,
and LICENSEE agrees that it will not do anything inconsistent with such ownership and that all use of the
MARKS shall inure to the benefit of LICENSOR. Nothing in this Agreement shall be interpreted as giving
LICENSEE any right, title, or interest in the MARKS other than the right to use the MARKS in accordance with
this Agreement. LICENSEE further agrees that it will not challenge the validity of this Agreement or attack the
title of LICENSOR to the MARKS or otherwise disparage the MARKS or contest them in any way. No license
or other interest of any kind in such proprietary rights is directly or indirectly granted to LICENSEE, except as
specifically provided in
Section 1.1 above.

3. QUALITY STANDARDS

3.1 Quality Control. LICENSEE agrees that the nature and quality of all goods sold, and all services rendered by
LICENSEE under the MARKS, and all related advertising and promotional uses of the MARKS, shall conform
to the standards set by, and be under the control of LICENSOR. LICENSOR has approved the use of the
MARKS on the Product to be manufactured, used, and sold by LICENSEE, a sample of which is attached
hereto as Exhibit B.

4. FORM OF USE

4.1 LICENSEE agrees to use the MARKS only in the form and manner and with appropriate legends as
prescribed by LICENSOR.
5. PAYMENTS

5.1 Lump Sum and/or Royalty Fee Payments. As consideration for the initial term of the license granted
hereunder, LICENSEE agrees to pay LICENSOR a one-time lump sum payment of $250 and royalty fees of
6% of the LICENSEE's gross sales in excess of $1,000 of products bearing the MARKS either directly or
indirectly, such as on packaging for the products. LICENSOR shall have the right to retain an independent
service to review the financial records of LICENSEE as it relates to use of the MARKS. The royalty fees shall
accrue and be charged throughout the term and shall be paid as follows: Not later than thirty (30) days after the
end of each of LICENSEE's calendar quarter, LICENSEE shall pay to LICENSOR the total amount of royalty
fee due for the quarter just ended.

6. TERM AND TERMINATION

6.1 Term of License. This license shall become effective on the Effective Date of this Agreement, shall continue in
force and effect for one (1) year or until the Agreement between the parties is terminated, whichever is earlier,
and shall not otherwise terminate unless in accordance with the provisions of this section 6.

6.2 Renewal. LICENSOR, in its sole discretion, with or without cause, may refuse to renew the license at the
end of any one (1) year term under the same or different terms, as LICENSOR so desires. Both parties
evidencing intent to renew must sign a renewal notice or no renewal shall have occurred. If no other terms are
adopted upon renewal, then the same terms herein shall apply.

6.3 Termination. Either party may terminate this Agreement upon sixty (60) days prior written notice to the other
party if a Default, as defined below, by the other party has occurred and is continuing. The term "Default" shall
mean any of the following: (a) failure by a party to comply with or perform any provision or condition of this
Agreement and continuance of such failure for thirty (30) days after written notice thereof to such party; or (b) a
party becomes insolvent, is unable to pay its debts as they mature or is the subject of a petition in bankruptcy,
whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws; or
makes an assignment for the benefit of creditors; or is named in, or its property is subject to a suit for
appointment of a receiver; or is dissolved or liquidated, or (c) LICENSEE commits any act that does or may
bring harm to the MARKS. In the event of such termination, the non-defaulting party shall be entitled to pursue
any remedy provided in law or equity, including injunctive relief and the right to recover any damages it may have
suffered by reason of such Default. Upon termination of this Agreement, LICENSEE shall immediately terminate
all use of the MARKS.

6.4 Ceasing of Operations. In the event that LICENSEE ceases operations, all rights acquired by the
LICENSEE hereunder shall terminate.

6.5 Rights Upon Termination. If this Agreement is terminated, then all of LICENSEE'S rights and licenses with
respect to the MARKS shall terminate and LICENSEE shall immediately discontinue all use of the MARKS and,
at LICENSOR'S sole discretion, shall either destroy or deliver to LICENSOR any unsold inventory of products
bearing the MARKS.

7. GENERAL

7.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Ohio, without reference to conflict of law principles.

7.2 Partial Invalidity. If any provision in this Agreement shall be found or be held invalid or unenforceable in any
jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to
the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such
provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect. In
such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision, which most
nearly effects the parties' intent in entering into this Agreement.
7.3 Modification. Except as otherwise herein stated, no alteration, amendment, waiver, cancellation or any other
change in any term or condition of this Agreement shall be valid or binding on either party unless the same shall
have been mutually assented to in writing by both parties.

7.4 Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the
failure to require at any time the performance by the other party of any of the provisions of this Agreement, shall
in no way be construed as a present or future waiver of such provisions, nor in any way affect the right of either
party to enforce each and every such provision thereafter. The express waiver by either party of any provision,
condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with
such provision, condition or requirement.

7.5 Assignment. This Agreement shall be binding upon and inure to the benefit of the 3 parties hereto and their
respective successors and assigns. LICENSEE shall not assign any of its rights, obligations or privileges (by
operation of law or otherwise) hereunder without the prior written consent of LICENSOR, which shall not be
unreasonably withheld. LICENSOR shall have the right to assign its rights, obligations and privileges hereunder to
an assignee that agrees in writing to be bound by the terms and conditions of this Agreement.

7.6 Force Majeure. Notwithstanding anything else in this Agreement, and except for the obligation to pay money,
no default, delay or failure to perform on the part of either party shall be considered a breach of this Agreement if
such default, delay or failure to perform is shown to be due to causes such as strikes, lockouts or other labor
disputes, riots, civil disturbances, actions or inactions of governmental authorities, or epidemics, war, embargoes,
severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common
carrier; provided, that for the duration of such force majeure the party charged with such default must continue to
use all reasonable efforts to overcome such force majeure.

7.7 Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing
and shall be personally delivered or sent by certified or registered letter or by a national overnight courier-
signature upon receipt required, to the other party at its address first set forth above, or such new address as may
from time to time be supplied hereunder by the parties hereto. If mailed, such notices will be deemed effective
three (3) working days after deposit, postage prepaid, in the mail.

7.8 Entire Agreement. The terms, conditions and exhibits herein contained constitute the entire Agreement
between the parties and supersede all previous agreements and understandings, whether oral or written, between
the parties hereto with respect to the subject matter hereof.

7.9 Enforcement. LICENSEE and LICENSOR agree that money damages would be inadequate compensation
to LICENSOR in the event LICENSEE breaches any provision of this Agreement. Accordingly, all the
provisions of this Agreement shall be specifically enforceable against LICENSEE, and LICENSOR shall be
entitled, in addition to other available remedies, to an injunction against LICENSEE for a breach of any provision
of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed below by their
respective duly authorized officers or representatives.

"LICENSOR" AMERICAN MOTORCYCLIST "LICENSEE"

ASSOCIATION

          By: /s/ Robert Rasor                                       By: /s/ Don Dallape
              -----------------                                          -----------------
          Print Name: Robert Rasor                                   Print Name: Donald Dallape
                      -------------------                                        --------------
          Title: President                                           Title: President
                 ------------------------                                   ------------------------
          Date: March 21, 2003                                       Date: 03/24/03
                ---------------                                            --------
                                        EXHIBIT A

U.S. TRADEMARK/SERVICE MARK REGISTRATIONS BEING LICENSED

        Mark                               Registration No.               Reg. Date
        ----                               -----------------              ---------

        AMA and design                     1070002
        AMA Pro Racing                     2649508,2559805,2002-9976
        AMA Motocross                      78/103854




        FOREIGN TRADEMARKS/SERVICE MARKS REGISTRATIONS BEING

                                        LICENSED

      Mark                    Country              Registration Number(s)
      --------------------------------------------------------------------------------

      AMA and design         Japan                4146195, 4119516, 3231091
      AMA Pro Racing                              2649508, 2559805, 2002-9976
                                          EXHIBIT B

Attach sample use of MARKS here.

                                    [3 PICTURES OMITTED ]

                                    [ MOTORCYCLE LOGO ]

                    [ AMERICAN MOTORCYCLIST ASSOCIATION LOGO ]

                                   [ AMA PRO RACING LOGO ]
Exhibit 10.18

The following people will execute Indemnity Agreements in substantially the same form as the Form of Indemnity
Agreement filed herewith:

1. Don Dallape;

2. Scott Swendener;

3. Gino Apicella;

4. Sheryl Gardner;

5. Todd M. Pitcher; and

6. Craig Washington.

                                  FORM OF INDEMNITY AGREEMENT

This Agreement made and entered into as of this 1st day of May, 2005 by and between Execute Sports, Inc., a
Nevada corporation (the "Company"), and __________________ ("Indemnitee"), who is currently serving the
Company in the capacity of a director and/or officer thereof;

                                              W I T N E S S E T H:

WHEREAS, the Company and Indemnitee recognize that the interpretation of ambiguous statutes, regulations
and court opinions and of the Certificate of Incorporation and Bylaws of the Company, and the vagaries of public
policy, are too uncertain to provide the directors and officers of the Company with adequate or reliable advance
knowledge or guidance with respect to the legal risks and potential liabilities to which they become personally
exposed as a result of performing their duties in good faith for the Company; and

WHEREAS, the Company and the Indemnitee are aware that highly experienced and capable persons are often
reluctant to serve as directors or officers of a corporation unless they are protected to the fullest extent permitted
by law by comprehensive insurance or indemnification, especially since the legal risks and potential liabilities, and
the very threat thereof, associated with lawsuits filed against the officers and directors of a corporation, and the
resultant substantial time, expense, harassment, ridicule, abuse and anxiety spent and endured in defending against
such lawsuits, whether or not meritorious, bear no reasonable or logical relationship to the amount of
compensation received by the directors or officers from the corporation; and

WHEREAS, Section NRS 78.138 of the General Corporation Law of the State of Nevada, which sets forth
certain provisions relating to the mandatory and permissive indemnification of, and advancement of expenses to,
officers and directors (among others) of a Delaware corporation by such corporation, is specifically not exclusive
of other rights to which those indemnified thereunder may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, and, thus, does not by itself limit the extent to which the
Company may indemnify persons serving as its officers and directors (among others); and

WHEREAS, after due consideration and investigation of the terms and provisions of this Agreement and the
various other options available to the Company and the Indemnitee in lieu thereof, the board of directors of the
Company has determined that the following Agreement is not only reasonable and prudent but necessary to
promote and ensure the best interests of the Company and its stockholders; and
WHEREAS, the Company desires to have Indemnitee serve or continue to serve as an officer and/or director of
the Company, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal
liabilities by reason of his acting in good faith in the performance of his duty to the Company; and Indemnitee
desires to serve, or to continue to serve (provided that he is furnished the indemnity provided for hereinafter), in
either or both of such capacities;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and Indemnitee, intending to be legally bound, do hereby agree as follows:

1. Agreement to Serve. Indemnitee agrees to serve or continue to serve as director and/or officer of the
Company, at the will of the Company or under separate contract, if such exists, for so long as he is duly elected
or appointed and qualified in accordance with the provisions of the Bylaws of the Company or until such time as
he tenders his resignation in writing.

2. Definitions. As used in this Agreement:

(a) The term "Proceeding" shall mean any action, suit or proceeding whether civil, criminal, administrative,
arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that
could lead to such an action, suit or proceeding, except one initiated by Indemnitee to enforce his rights under this
Agreement.

(b) The term "Expenses" includes, without limitation, all reasonable attorneys' fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or
being or preparing to be a witness in a Proceeding.

(c) References to "other enterprise" shall include employee benefit plans; references to "fines" shall include any (i)
excise taxes assessed with respect to any employee benefit plan and (ii) penalties; references to "serving at the
request of the Company" shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acts in good faith and in a manner he
reasonably believes to be in the interest of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this
Agreement.

3. Indemnity in Third Party Proceedings. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is a party to or is threatened to be made a party to or otherwise
involved in any threatened, pending or completed Proceeding (other than a Proceeding by or in the right of the
Company to procure a judgment in its favor) by reason of the fact that Indemnitee is or was a director and/or
officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such

Proceeding, provided it is determined pursuant to Section 7 of this Agreement or by the court having jurisdiction
in the matter, that Indemnitee acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that
Indemnitee did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that
his conduct was unlawful.
4. Indemnity in Proceedings By or In the Right of the Company. The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 4 if Indemnitee is a party to or is threatened to be made a party to
or otherwise involved in any threatened, pending or completed Proceeding by or in the right of the Company to
procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the
Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably
incurred by Indemnitee in connection with the defense, settlement or other disposition of such Proceeding, but
only if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best
interests of the Company, except that no indemnification shall be made under this Section 4 in respect of any
claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and
only to the extent that the court in which such Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and
reasonably entitled to indemnity for such Expenses as the court shall deem proper.

5. Indemnification for Expenses of Successful Party. Notwithstanding any other provision of this Agreement to
the contrary, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding referred to in Sections 3 and/or 4 of this Agreement, or in defense of any claim, issue or matter
therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee in connection therewith.

6. Advances of Expenses. The Expenses incurred by Indemnitee pursuant to Sections 3 and/or 4 of this
Agreement in connection with any Proceeding shall, at the written request of the Indemnitee, be paid by the
Company in advance of the final disposition of such Proceeding upon receipt by the Company of an undertaking
by or on behalf of Indemnitee ("Indemnitee's Undertaking") to repay such amount to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company. The request for advancement of
Expenses by Indemnitee and the undertaking to repay of Indemnitee, which need not be secured, shall be
substantially in the form of Exhibit A to this Agreement.

7. Right of Indemnitee to Indemnification or Advancement of Expenses Upon Application; Procedure Upon
Application.

(a) If required by the terms of this Agreement, indemnification under Sections 3 and/or 4 of this Agreement shall
be made no later than 45 days after receipt by the Company of the written request of Indemnitee. A
determination shall be made within said 45-day period by (i) a majority vote of the directors of the Company
who are not parties to the involved Proceeding, even though less than a quorum, or (ii) independent legal counsel
in a written opinion (which counsel shall be appointed if there are no such directors or if such directors so direct),
as to whether the Indemnitee has met the applicable standards for indemnification set forth in Section 3 or 4, as
the case may be.

(b) Any advancement of Expenses under Section 6 of this Agreement shall be made no later than 10 days after
receipt by the Company of Indemnitee's Undertaking.

(c) In any action to establish or enforce the right of indemnification or to receive advancement of Expenses as
provided in this Agreement, the burden of proving that indemnification or advancement of Expenses is not
appropriate shall be on the Company. Neither the failure of the Company (including its board of directors or
independent legal counsel) to have made a determination prior to the commencement of such action that
indemnification or advancement of Expenses is proper in the circumstances because Indemnitee has met the
applicable standard of conduct, nor an actual determination by the Company (including its board of directors or
independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Company
shall also indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with successfully
establishing or enforcing his right of indemnification or to receive advancement of Expenses, in whole or in part,
under this Agreement.
8. Indemnification and Advancement of Expenses Under this Agreement Not Exclusive. The rights of
indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the Certificate of Incorporation or Bylaws
of the Company, any other agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of the State of Nevada, or otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.

9. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to
receive advancement by the Company for a portion of the Expenses, judgments, fines or amounts paid in
settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal, settlement or
other disposition of any Proceeding but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

10. Rights Continued. The rights of indemnification and to receive advancement of Expenses as provided by this
Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer of
the Company and shall inure to the benefit of Indemnitee's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.

11. No Construction as an Employment Agreement or Any Other Commitment. Nothing contained in this
Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any
of its subsidiaries, if Indemnitee currently serves as an officer of the Company, or to be renominated as a director
of the Company, if Indemnitee currently serves as a director of the Company.

12. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors'
and officers' liability insurance, Indemnitee shall be covered by such policy or policies in accordance with its or
their terms, to the maximum extent of the coverage available for any director or officer of the Company under
such policy or policies.

13. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable under this Agreement if, and to the extent that, Indemnitee has otherwise actually
received such payment under any contract, agreement or insurance policy, the Certificate of Incorporation or
Bylaws of the Company, or otherwise.

14. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all the rights of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including without limitation the execution of such
documents as may be necessary to enable the Company effectively to bring suit to enforce such rights.

15. Exceptions. Notwithstanding any other provision in this Agreement, the Company shall not be obligated
pursuant to the terms of this Agreement, to indemnify or advance Expenses to Indemnitee with respect to any
Proceeding, or any claim therein, (i) brought or made by Indemnitee against the Company, or
(ii) in which final judgment is rendered against Indemnitee for an accounting of profits made from the purchase
and sale or the sale and purchase by Indemnitee of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or
local statute.

16. Notices. Any notice or other communication required or permitted to be given or made to the Company or
Indemnitee pursuant to this Agreement shall be given or made in writing by depositing the same in the United
States mail, with postage thereon prepaid, addressed to the person to whom such notice or communication is
directed at the address of such person on the records of the Company, and such notice or communication shall
be deemed given or made at the time when the same shall be so deposited in the United States mail. Any such
notice or communication to the Company shall be addressed to the Secretary of the Company.
17. Contractual Rights. The right to be indemnified or to receive advancement of Expenses under this Agreement
(i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may sue, (ii) is
and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement
and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring
prior thereto.

18. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby; and, to the fullest extent possible, the provisions of this
Agreement shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or
unenforceable.

19. Successors; Binding Agreement. The Company shall require any successor to all or substantially all of the
business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise), by agreement in form and substance reasonably satisfactory to Indemnitee, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that executes and
delivers the agreement provided for in this
Section 19 or that otherwise becomes bound by the terms and provisions of this Agreement by operation of law.

20. Counterparts, Modification, Headings, Gender.

(a) This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument,
and either party hereto may execute this Agreement by signing any such counterpart.

(b) No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Indemnitee and an appropriate officer of the Company. No waiver
by any party at any time of any breach by any other party of, or compliance with, any condition or provision of
this Agreement to be performed by any other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same time or at any prior or subsequent time.

(c) Section headings are not to be considered part of this Agreement, are solely for convenience of reference,
and shall not affect the meaning or interpretation of this Agreement or any provision set forth herein.

(d) Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise
requires.

21. Assignability. This Agreement shall not be assignable by either party without the consent of the other.

22. Exclusive Jurisdiction; Governing Law. The Company and Indemnitee agree that all disputes in any way
relating to or arising under this Agreement, including, without limitation, any action for advancement of Expenses
or indemnification, shall be litigated, if at all, exclusively in the State of California and, if necessary, the
corresponding appellate courts. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of California applicable to contracts made and to be performed in such state without
giving effect to the principles of conflicts of laws. The Company and Indemnitee expressly submit themselves to
the personal jurisdiction of the State of California.

23. Termination.

(a) This Agreement shall terminate upon the mutual agreement of the parties that this Agreement shall terminate or
upon the death of Indemnitee or the resignation, retirement, removal or replacement of Indemnitee from all of his
positions as a director and/or officer of the Company.
(b) The termination of this Agreement shall not terminate:

(i) the Company's liability for claims or actions against Indemnitee arising out of or related to acts, omissions,
occurrences, facts or circumstances occurring or alleged to have occurred prior to such termination; or

(ii) the applicability of the terms and conditions of this Agreement to such claims or actions.

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

                                            EXECUTE SPORTS, INC.

                                                         By:

Name:
Title:

                                                  INDEMNITEE


Name:
Exhibit 10.18

                               EXECUTIVE EMPLOYMENT AGREEMENT

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

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

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

Sheryl Gardner , an individual ("Employee").

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

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

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

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

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

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

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

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

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

2. STOCK. Effective upon the Commencement Date, Employee will be granted Four Hundred Thousand
(400,000) shares of the Company's restricted Common Stock. In the event of an Approved Transaction or
Control Purchase of Execute Sports, Inc., Employee will have the right for any and all options held by Employee
to vest immediately, both upon the closing of such a Transaction or Purchase.

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

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

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

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

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

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

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

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

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

1. At the end of the Term of Employment,

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

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

In the event of Termination by the Employee for Good Reason, the Company shall continue to pay to Employee
the compensation and other benefits described in the
Section entitled Compensation of this Employment Agreement, except for annual cash bonuses or incentive
compensation for two (2) months from the Date of Termination, and shall continue to provide medical,
hospitalization or disability benefits coverage to Employee, his spouse and dependents for two (2) months from
the Date of Termination.
In the event that within a period of one (1) year(s) of a Change in Control, this Employment Agreement is
terminated by the Company for any reason other than for cause (or the Company gives notice that it is not
renewing the Employment Agreement pursuant to the Section entitled Term Of Employment), the Company shall
continue to pay to Employee the compensation and other benefits described in the Section entitled Compensation
of this Employment Agreement, except for annual cash bonuses or incentive compensation for six (6) months
from the Date of Termination, and shall continue to provide medical, hospitalization or disability benefits coverage
to Employee, his spouse and dependents for a period of six (6) months from the Date of Termination.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

|_| Employee at: _________________________________________

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

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

PROPRIETARY INFORMATION AND INVENTIONS. Employee understands and acknowledges that:

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

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

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

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

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

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

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

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

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

5.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARBITRATION. Any controversy or claim arising out of or relating to this Employment Agreement or any
transactions provided for herein, or the breach thereof, other than a claim for injunctive relief shall be settled by
arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association (the
"Rules") in effect at the time demand for arbitration is made by any party. The evidentiary and procedural rules in
such proceedings shall be kept to the minimum level of formality that is consistent with the Rules. One arbitrator
shall be named by the Company, a second shall be named by Employee and the third arbitrator shall be named
by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be
named by the American Arbitration Association. Arbitration shall occur in San Diego, California or such other
location agreed to by the Company and Employee. The award made by all or a majority of the panel of
arbitrators shall be final and binding, and judgment may be entered in any court of law having competent
jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided
in Title 9 of the United States Code. The prevailing party shall be entitled to an award of pre- and post-award
interest as well as reasonable attorneys' fees incurred in connection with the arbitration and any judicial
proceedings related thereto.
EXECUTIVE OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive
officer" of the Company for purposes of the Securities Act of 1993, as amended (the "1933 Act"), and the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, if so, he shall comply in all respects with all
the rules and regulations under the 1933 Act and the 1934 Act applicable to him in a timely and non-delinquent
manner. In order to assist the company in complying with its obligations under the 1933 Act and 1934 Act,
Employee shall provide to the Company such information about Employee as the Company shall reasonably
request including, but not limited to, information relating to personal history and stockholdings. Employee shall
report to the General Counsel of the Company or other designated officer of the Company all changes in
beneficial ownership of any shares of the Company Common Stock deemed to be beneficially owned by
Employee and/or any members of Employee's immediate family.

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

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

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

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

EXECUTE SPORTS, INC.

                Employee: _____________________________________                 Date: ____________

                Accepted by: ___________________________________

                Name/Title: Don Dallape/President and CEO                       Date:____________
                                                 Exhibit 10.19

                            Professional Services Agreement By And Between

                                        Faber West Construction and

                                             Execute Sports, Inc.

This Professional Services Agreement (the "Agreement") is made and effective this May 15, 2005 by and
between Faber West Construction, a __________ corporation ("Faber") with offices located at ____________
and Execute Sports, Inc., a Nevada Corp, ("Execute Sports") with its offices located at 1284 Puerta Del Sol,
San Clemente, CA 92673.

WHEREAS, Execute Sports desires for Faber to provide it with design and contract work related to the
development and construction of its trade show booth equipment at industry trade shows that it chooses to
participate in,

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises set forth herein, the parties
agree to the forgoing terms and conditions:

1. SERVICES

Faber agrees to consult with Execute Sports regarding the development of trade show booths and related
equipment, and to provide it with its expertise in the construction and set-up of said trade show booths
(hereinafter referred to as the "Services"). Execute Sports agrees that Faber shall have ready access to Execute
Sports' staff and resources as necessary to perform the Faber's services provided for by this contract.

2. CONSULTING AND SERVICES PERIOD

2.1. Basic Term

Execute Sports hereby retains Faber and Faber agrees to render to the Execute Sports those services described
Section 1 for the period (the "Consulting and Services Period") commencing on the date of this Agreement and
ending upon the earlier of (i) May 15, 2007, (the "Term Date"), and
(ii) the date the Consulting Period is terminated in accordance with
Section 6. Execute Sports shall pay Faber the compensation to which it is entitled under Section 4 through the
end of the Consulting and Services Period, and, thereafter, Execute Sport's obligations hereunder shall end.

3. DUTIES AND RESPONSIBILITIES

Faber hereby agrees to provide and perform for Execute Sports those services set forth in Section 1. Faber shall
devote its best efforts to the performance of the services and to such other services as may be reasonably
requested by Execute Sports and hereby agrees to devote, unless otherwise requested in writing by Execute
Sports, sufficient time required to design and provide construction services for any and all trade booths that
Execute Sports notifies Faber that it needs, provided, however, that Execute Sports shall provide Faber with no
less than 45 days notice prior to the date in which the trade show booths are required to be completed.

4. COMPENSATION AND EXPENSES
4.1. Compensation

In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated
Company, Faber shall be paid in 120,000 shares of the Company's common stock, with registration rights,
payable at the execution of this Agreement.

4.2. Expenses

Execute Sports shall reimburse Faber for reasonable travel and other business expenses incurred by its Agents in
the performance of the duties hereunder in accordance with Execute's general policies, as they may be amended
from time to time during the course of this Agreement.

5. INVOICING

Execute Sports shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Faber, and
Execute Sports shall pay the amount of such invoices to Faber.

6. TERMINATION OF CONSULTING RELATIONSHIP

6.1. By the Company or the Consultant

At any time, either the Execute Sports or Faber may terminate, without liability, the Consulting and Service
Period for any reason, with or without cause, by giving 30 days advance written notice to the other party. If the
Faber terminates its consulting relationship with Execute Sports pursuant to Sections 1,2 and 3, Execute Sports
shall have the option, in its complete discretion, to terminate Faber immediately without the running of any notice
period. Execute Sports shall pay Faber any outstanding compensation to which Faber is entitled pursuant to
Section 4 and 5 through the end of the Consulting and Service Period, and thereafter all obligations of Execute
Sports shall terminate.

7. TERMINATION OBLIGATIONS

Faber hereby acknowledges and agrees that all property, including, without limitation, all books, manuals,
records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof,
Proprietary Information, and equipment furnished to or prepared by Faber or its Agents in the course of or
incident to its rendering of services to Execute Sports, including, without limitation, records and any other
materials pertaining to Invention Ideas belong to Execute Sports and shall be promptly returned to the Execute
Sports upon termination of the Consulting and Services Period. Following termination, neither Faber nor any of
its Agents will retain any written or other tangible material containing any Proprietary Information.

The representations and warranties contained herein and Faber's obligations under Sections 1, 2 and 3 shall
survive termination of the Consulting and Services Period and the expiration of this Agreement.

8. CONFIDENTIAL INFORMATION

Faber shall hold in trust for the Execute Sports hereto and shall not disclose to any third party to the Agreement,
any confidential information of Execute Sports. Confidential information is information which relates to Execute
Sports' research, development, trade secrets or business affairs, but does not include information which is
generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and
programming.
Faber hereby acknowledges that during the performance of this contract, Faber may learn or receive confidential
information and therefore Faber hereby confirms that all such information relating to the client's business will be
kept confidential by Faber, except to the extent that such information is required to be divulged to the consultant's
clerical or support staff or associates in order to enable Faner to perform Faber's contract obligation.

a) Faber shall take all reasonable precautions to prevent any other person with whom Faber is or may become
associated from acquiring confidential information at any time.

b) Faber agrees that all confidential information shall be deemed to be and shall be treated as the sole and
exclusive property of Execute Sports.

c) Upon termination of this contract, Faber shall deliver to Execute Sports all drawings, manuals, letters, notes,
notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential
information which are in the possession or under the control of Faber.

9. STATUS OF CONSULTANT

Faber is an independent contractor and neither Faber nor Faber's staff is or shall be deemed to be employed by
Execute Sports. Execute Sports is hereby contracting with Faber for the services described in Section 1. Faber is
not required to perform the services during a fixed hourly or daily time and if the services are performed at the
Execute Sport's premises, then Faber's time spent at the premises is to be at the discretion of Faber; subject to
Execute Sport's normal business hours and security requirements. The order or sequence in which the work is to
be performed shall be under the control of Faber. Faber's services hereunder cannot be terminated or cancelled
short of completion of the services agreed upon except for Faber's failure to perform the contract's specification
as required hereunder and conversely, subject to Execute Sport's obligation to make full and timely payment(s)
for Faber's services. Faber shall be obligated to complete the services agreed upon and shall be liable for non-
performance of the services to the extent and as provided in Sections 1 and 3 hereof. Execute Sports shall not
provide any insurance coverage of any kind for Faber or Faber's staff.

10. COMPANY REPRESENTATIVE

Don Dallape shall represent Execute Sports during the performance of this contract with respect to the services
and deliverables as defined herein and has authority to execute written modifications or additions to this contract.
11. DISPUTES

Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to
binding arbitration by the American Arbitration Association, to be determined and resolved by said Association
under its rules and procedures in effect at the time of submission and the parties hereby agree to share equally in
the costs of said arbitration.

The final arbitration decision shall be enforceable through the courts of the state of California. In the event that this
arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as
binding and enforceable as if this Section 11 were not a part hereof.

12. TAXES

Faber shall be responsible for any taxes or penalties assessed by reason of any claims that Faber is an employee
of Execute Sports and Execute Sports and Faber specifically agree that Faber is not an employee of Client.

13. LIABILITY

Faber warrants to Execute Sports that the consulting and services to be delivered or rendered hereunder, will be
of the kind and quality designated and will be performed by qualified personnel. Faber makes no other
warranties, whether written, oral or implied, including without limitation, warranty of fitness for purpose or
merchantability. In no event shall Faber be liable for special or consequential damages, either in contract or tort,
whether or not the possibility of such damages has been disclosed to Faber in advance or could have been
reasonably foreseen by Faber, and in the event this limitation of damages is held unenforceable then the parties
agree that by reason of the difficulty in foreseeing possible damages all liability to Company shall be limited to
$100,000 as liquidated damages and not as a penalty.

14. ENFORCEABLE

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of
action of the Faber against Execute Sports whether predicated on this Agreement or otherwise.

15. REPRESENTATIONS AND WARRANTIES

Faber represents and warrants (i) that Faber has no obligations, legal or otherwise, inconsistent with the terms of
this Agreement or with Faber's undertaking this relationship with the Execute Sports, (ii) that the performance of
the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any
proprietary or other right of any third party.

16. COMPLETE AGREEMENT

This agreement contains the entire agreement between the parties hereto with respect to the matters covered
herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to
or represented by or on behalf of Faber by any of its employees or agents, or contained in any sales materials or
brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Execute Sports
acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.
17. INDEMNIFICATION

Faber hereby indemnifies and agrees to defend and hold harmless the Execute Sports from and against any and
all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court
costs and reasonable attorneys' fees, arising out of or relating to the services performed by Faber under this
Agreement or the representations and warranties made by Faber pursuant to Sections 1 and 3 hereof. Faber's
obligations under Section 4 hereof shall survive the termination, for any reason, of this Agreement.

18. ATTORNEY'S FEES

Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort
to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition
to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation
from the party or parties against whom enforcement was sought.

19. NONWAIVER

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or
under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege
in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the
party to be charged and, in the case of the Execute Sports, by an executive officer of Execute Sports or other
person duly authorized by the Execute Sports.

20. REMEDY FOR BREACH

The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or
imminent damage to the value and the goodwill of Execute Sports's business will be inestimable, and that
therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that
Execute Sports shall be entitled to injunctive relief against Faber in the event of any breach or threatened breach
by Faber, in addition to any other relief (including damages and the right of the Execute Sports to stop payments
hereunder which is hereby granted) available to Execute Sports under this Agreement or under law.

21. SEVERABILITY; ENFORCEMENT

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held
by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and
such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. It is
the intention of the parties that the covenants contained in Sections 5 and 6 shall be enforced to the greatest
extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that
jurisdiction whose law is found to be applicable to any acts allegedly in breach of these covenants.
22. SCOPE OF AGREEMENT

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit
enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and
the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of
such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed
only to the extent necessary to conform to law.

23. NOTICES

All notices or other communications required or permitted hereunder shall be made in writing and shall be
deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail,
return receipt requested, and addressed to the Company at:

                                             Execute Sports, Inc.

                                        1284 Puerta Del Sol Suite 150

                                            San Clemente CA 92673

                                            or to the Consultant at:

                                           Faber West Construction




Notice of change of address shall be effective only when done in accordance with this Section.

24. ASSIGNMENT

This Agreement may not be assigned by either party without the prior written consent of the other party. Except
for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and
inure to the benefits of the heirs, successors and assigns of the parties hereto.

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

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE
ENFORCED BY THE PARTIES.

               Execute Sports, Inc.                                    Faber West Construction

               Authorized Signature                                    Authorized Signature

               Print Name and Title                                    Print Name and Title
                                                   Exhibit 10.20

                                           Design Services Agreement

This Agreement for Professional Services (the "Agreement") is made and effective this July 5, 2005, between
Execute Sports (the "Client"), a corporation organized and existing under the laws of the Nevada, with its head
office located at 1284 Puerta Del Sol, Suite 150, San Clemente, CA 92673: and Chris Martin, an individual, with
his place of residence at 34192 Doheny Park Rd Capistrano Beach, CA 92624 ("Contractor"):

WHEREAS, Client finds that the Contractor is willing to perform certain work hereinafter described in
accordance with the provisions of this Agreement; and

WHEREAS, Client finds that the Contractor is qualified to perform the work, all relevant factors considered, and
that such performance will be in furtherance of Client's business.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound,
the parties hereto agree as follows:

1. SERVICES TO CLIENT

The Contractor shall provide the following ("Services") to Client:

Brand, logo and other design work for the Client's existing products as well as those in development.
Collaboration on co-branding strategies with marketing and distribution partners and channels.

2. PAYMENT AND INVOICING TERMS

2.1 Payment for Services

The Client will pay Contractor 40,000 shares of its common stock with "piggy back" registration rights in lieu of
cash.

2.2 Reimbursable Costs

Client shall reimburse, based on written pre-authorization, the Contractor all costs incurred in connection with the
Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials,
computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the "Reimbursable
Costs"). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all
costs associated with travel. All extraordinary travel expenses must receive Client's approval. The Contractor
shall provide to Client substantiation of Reimbursable Costs incurred.

2.3 Invoicing

Invoices will submitted monthly by the Contractor for payment by Client. Payment is due upon receipt and is past
due Five (5) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an
invoice, Client will so notify the Contractor within Three
(3) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed
valid. The portion of the Contractor's invoice which is not in dispute shall be paid in accordance with the
procedures set forth herein.
A finance charge of Two Percent [2%] per month on the unpaid amount of an invoice, or the maximum amount
allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to
accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred
in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, the Contractor
may suspend performing further work.

2.4 Taxes

All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any
such amount payable by Client the monetary sum equal to any and all current and future applicable taxes,
however designated, incurred as a result of or otherwise in connection with this Agreement or the Services,
including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any
taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on the Contractor's net
income). If Client does not pay such taxes, the Contractor may make such payments and Client will reimburse the
Contractor for those payments. Client will hold the Contractor harmless for any payments made by Client
pursuant to this
Section 2.4.

3. CHANGES

Client may, with the approval of the Contractor, issue written directions within the general scope of any Services
to be ordered. Such changes (the "Change Order") may be for additional work or the Contractor may be
directed to change the direction of the work covered by the Task Order, but no change will be allowed unless
agreed to by the Contractor in writing.

4. STANDARD OF CARE

The Contractor warrants that it services shall be performed by personnel possessing competency consistent with
applicable industry standards. No other representation, express or implied, and no warranty or guarantee are
included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or
otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software
developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE
CONTRACTOR CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS
WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.

5. LIABILITY

5.1 Limitation

The Contractor's liability, including but not limited to Client's claims of contributions and indemnification related to
third party claims arising out of services rendered by the Contractor, and for any losses, injury or damages to
persons or properties or work performed arising out of or in connection with this Agreement and for any other
claim, shall be limited to the lesser of (i) [AMOUNT] or (ii) payment received by the Contractor from Client for
the particular service provided giving rise to the claim. Notwithstanding anything to the contrary in this
Agreement, the Contractor shall not be liable for any special, indirect, consequential, lost profits, or punitive
damages. Client agrees to limit the Contractor's liability to Client and any other third party for any damage on
account of any error, omission or negligence to a sum not to exceed the lesser of (i)
[AMOUNT] or (ii) the payment received by the Contractor for the particular service provided giving rise to the
claim. The limitation of liability set forth herein is for any and all matters for which the Contractor may otherwise
have liability arising out of or in connection with this Agreement, whether the claim arises in contract, tort, statute,
or otherwise.
5.2 Remedy

Client's exclusive remedy for any claim arising out of or relating to this Agreement will be for the Contractor,
upon receipt of written notice, either (i) to use commercially reasonable efforts to cure, at its expense, the matter
that gave rise to the claim for which the Contractor is at fault, or (ii) return to Client the fees paid by Client to the
Contractor for the particular service provided that gives rise to the claim, subject to the limitation contained in
Section 5.1. Client agrees that it will not allege that this remedy fails its essential purpose.

5.3 Survival

Articles 2, 4, 5, and 6 survive the expiration or termination of this Agreement for any reason.

6. MISCELLANEOUS

6.1 Insecurity and Adequate Assurances

If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion,
the Contractor may demand in writing adequate assurances of Client's ability to meet its payment obligations
under this Agreement. Unless Client provides the assurances in a reasonable time and manner acceptable to the
Contractor, in addition to any other rights and remedies available, Client may partially or totally suspend its
performance while awaiting assurances, without liability to Client.

6.2 Severability

Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of
any remaining provisions, which remaining provisions shall remain in full force and effect as if this Agreement had
been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that
they would have executed the remaining portion of this Agreement without including any such part, parts, or
portions which may, for any reason, be hereafter declared invalid. Any provision shall nevertheless remain in full
force and effect in all other circumstances.

6.3 Modification and Waiver

Waiver of breach of this Agreement by either part shall not be considered a waiver of any other subsequent
breach.

6.4 Independent Contractor

The Contractor is an independent contractor of Client.

6.5 Notices

Client shall give the Contractor written notice within [NUMBER] days of obtaining knowledge of the occurrence
of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against the
Contractor, whether such claim is based in law or equity, arising under or related to this Agreement or to the
transactions contemplated hereby, or any act or omission to act by the Contractor with respect hereto. If Client
fails to give such notice to the Contractor with regard to any such claim or cause of action and shall not have
brought legal action for such claim or cause of action within said time period, Client shall be deemed to have
waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or
proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other
communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that
recipient receives a manually signed copy and the transmission method is scheduled to deliver within [HOURS]
and shall be deemed given when delivered to the address specified below or such other address as may be
specified in a written notice in accordance with this Section.
       If to the Contractor:

       Chris Martin

       34192 Doheny Park Rd

       Capistrano Beach, CA 92624

       If to Client:

       Don Dallape

       Execute Sports

       1284 Puerta Del Sol, Suite 150

       San Clemente CA 92673

       Any party may, by notice given in accordance with this Section to the
       other parties, designate another address or person or entity for receipt
       of notices hereunder.

6.6      Assignment

       The Agreement is not assignable or transferable by Client. This Agreement
       is not assignable or transferable by the Contractor without the written
       consent of Client, which consent shall not be unreasonably withheld or
       delayed.

6.7      Disputes

       The Contractor and Client recognize that disputes arising under this
       Agreement are best resolved at the working level by the parties directly
       involved. Both parties are encouraged to be imaginative in designing
       mechanism and procedures to resolve disputes at this level. Such efforts
       shall include the referral of any remaining issues in dispute to higher
       authority within each participating party's organization for resolution.
       Failing resolution of conflicts at the organizational level, the
       Contractor and Client agree that any remaining conflicts arising out of or
       relating to this Contract shall be submitted to nonbinding mediation
       unless the Contractor and Client mutually agree otherwise. If the dispute
       is not resolved through non-binding mediation, then the parties may take
       other appropriate action subject to the other terms of this Agreement.

6.8       Section Headings

       Title and headings of sections of this Agreement are for convenience of
       reference only and shall not affect the construction of any provision of
       this Agreement.

6.9       Representations; Counterparts

       Each person executing this Agreement on behalf of a party hereto
       represents and warrants that such person is duly and validly authorized to
       do so on behalf of such party, with full right and authority to execute
       this Agreement and to bind such party with respect to all of its
       obligations hereunder. This Agreement may be executed (by original or
       telecopied signature) in counterparts, each of which shall be deemed an
       original, but all of which taken together shall constitute but one and the
       same instrument.

6.10     Residuals

       Nothing in this Agreement or elsewhere will prohibit or limit the
       Contractor's ownership and use of ideas, concepts, know-how, methods,
       models, data, techniques, skill knowledge and experience that were used,
       developed or gained in connection with this Agreement. The Contractor and
       Client shall each have the right to use all data collected or generated
       under this Agreement.

6.11     Non-solicitation of Employees
                During and for [NUMBER] year after the term of this Agreement, Client will
                not solicit the employment of, or employ the Contractor's personnel,
                without the Contractor's prior written consent.

         6.12     Cooperation

                Client will cooperate with the Contractor in taking actions and executing
                documents, as appropriate, to achieve the objectives of this Agreement.
                Client agrees that the Contractor's performance is dependent on Client's
                timely and effective cooperation with the Contractor. Accordingly, Client
                acknowledges that any delay by Client may result in the Contractor being
                released from an obligation or scheduled deadline or in Client having to
                pay extra fees for the Contractor's agreement to meet a specific
                obligation or deadline despite the delay.

         6.13     Governing Law and Construction

                This Agreement will be governed by and construed in accordance with the
                laws of California, without regard to the principles of conflicts of law.
                The language of this Agreement shall be deemed to be the result of
                negotiation among the parties and their respective counsel and shall not
                be construed strictly for or against any party. Each party (i) agrees that
                any action arising out of or in connection with this Agreement shall be
                brought solely in courts of the State of California (ii) hereby consents
                to the jurisdiction of the courts of the State of California and (iii)
                agrees that, whenever a party is requested to execute one or more
                documents evidencing such consent, it shall do so immediately.

         6.14     Entire Agreement; Survival

                This Agreement, including any Exhibits, states the entire Agreement
                between the parties and supersedes all previous contracts, proposals, oral
                or written, and all other communications between the parties respecting
                the subject matter hereof, and supersedes any and all prior
                understandings, representations, warranties, agreements or contracts
                (whether oral or written) between Client and the Contractor respecting the
                subject matter hereof. This Agreement may only be amended by an agreement
                in writing executed by the parties hereto.

         6.15     Force Majeure

                The Contractor shall not be responsible for delays or failures (including
                any delay by the Contractor to make progress in the prosecution of any
                Services) if such delay arises out of causes beyond its control. Such
                causes may include, but are not restricted to, acts of God or of the
                public enemy, fires, floods, epidemics, riots, quarantine restrictions,
                strikes, freight embargoes, earthquakes, electrical outages, computer or
                communications failures, and severe weather, and acts or omissions of
                subcontractors or third parties.

         6.16     Use By Third Parties

                Work performed by the Contractor pursuant to this Agreement are only for
                the purpose intended and may be misleading if used in another context.
                Client agrees not to use any documents produced under this Agreement for
                anything other than the intended purpose without the Contractor's written
                permission. This Agreement shall, therefore, not create any rights or
                benefits to parties other than to Client and the Contractor.




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

         CONTRACTOR                                            CLIENT

         Authorized Signature                                  Authorized Signature

         By: Chris Martin                                      By: Donald Dallape

         Title:                                                Title: President and Chairman
Exhibit 14.1

                                                EXHIBIT B
                                      The Execute Sports Code of Ethics

Purpose and Scope

This policy establishes our company's requirements regarding personal and professional ethical and legal
standards of conduct and the handling of complaints of violations of those standards. It applies to all Execute
Sports employees, contractors and non-employee directors.

Policy

It is the policy of The Execute Sports Company to conduct its business in accordance with applicable laws of the
United States and other jurisdictions in which the Company operates and in accordance with the highest ethical
standards of business conduct. All employees shall adhere strictly to this policy.

While it is the Company's explicit policy to comply with all relevant federal, state and local statutes, our
commitment to ethical conduct in the affairs of our business goes far beyond the prohibitions of any particular
statute. The company's minimum requirements for the conduct of all employees follow.

Specific Obligations

General Business Ethics

All persons employed by, or associated with the Company are expected to deal honestly, truthfully and fairly with
others in business. False or intentionally misleading statements or omissions of any kind should never be made.
Confidential information, either of Execute Sports or of any other company, must never be misused. Execute
Sports will not countenance any types of deceitful practices.

Company Records and Money

Company records must always be maintained and presented accurately and reliably. No false or intentionally
misleading entries may be made in the Company's books or records. Company money must be accurately
accounted for and may only be spent for lawful, company-related purposes. Employees whose duties involve
verification of expenditures of Company money are responsible for the scrutiny and verification of the legitimacy
of all expenditures.

Relationships with Vendors/Customers

All vendors and customers are to be treated honestly and fairly. No payments, gifts of more than nominal value,
or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for
Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of
preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.

Money, gifts, repetitive or extensive entertainment and other favors which would imply or incur an obligation must
not be accepted or given by employees or immediate members of their family in connection with transactions
involving the Company. Acceptance of a meal, refreshments or entertainment in the normal course of business
relations is permitted and, to the extent practical, should be reciprocated.
The Company will promptly terminate any employee who offers or receives a bribe or a kickback. Such conduct
is illegal and strictly forbidden.

Conflicts of Interest

All decisions involving the business or non-business activities of the Company must be made solely in the best
interests of the Company. Employees, and directors who are not employees, must not make decisions based on
personal considerations which might affect or appear to affect their judgment. Accordingly, they must not have, or
appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company's
competitors, suppliers or customers. They may not buy or sell, directly or indirectly, any property, goods or
services from or to the Company for their own benefit or for the benefit of their families or associates. Employees
must not accept from others, directly or indirectly, any form of compensation for work or services relating to their
responsibilities as Execute Sports employees. The ownership, as an investor, of the securities of publicly held
corporations may normally be disregarded.

Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss
it with his or her supervisor.

Inside Information

Important information that has not yet become publicly available about either Execute Sports or publicly traded
companies with which Execute Sports has business dealings is "Inside Information." Execute Sports personnel
who have access to Inside Information may not profit financially by buying or selling or in any other way dealing in
Execute Sports stock or the stock of another publicly traded company about which the person has Inside
Information. Nor may Execute Sports personnel benefit financially or in any other way by passing on Inside
Information to any other person. The use of Inside Information in order to gain personal benefit is illegal
regardless of how small the user's profit from the transaction may be.

An easy way to determine whether information not yet publicly available is Inside Information is to ask whether
the dissemination of the information would be likely to affect the market price of the stock of the company in
question or whether it would be likely to be considered as important information by investors who are considering
purchasing or selling that company's stock. If the information makes you want to buy or sell, it is likely to have the
same effect on others.

If you possess Inside Information, you must refrain from trading the stock of the company concerned, from
advising anyone else to do so or from communicating the Inside Information to anyone else until you know that it
has been disseminated to the public.

Company Trade Secrets

Proprietary information includes data developed or assembled on Company time or at Company expense, that is
unique in the sense that the end result is not readily available generally without a like expenditure of time and
money, even though the basic data is known or observable. Trade secrets include all data unique to the Company
and discoverable only by employees in certain positions in the Company. Information in these categories is the
property of Execute Sports Incorporated, and any misapplication or misappropriation of that property may
prompt legal action by the Company.
No one should share proprietary information or trade secrets of Execute Sports with anyone outside the
Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or
accept from anyone outside the Company any proprietary information or trade secrets of another company. The
Company has no interest either in receiving or using any proprietary information or trade secrets of other
companies, because to do so would be unethical and improper.

Further, no one should make any use of materials protected by copyrights, trademarks, or patents without first
bringing the matter to the attention of the Legal Services Department.

Antitrust

Execute Sports has always been, and remains, an ardent supporter of free and fair competition. Execute Sports
forbids any conduct that would unfairly and unlawfully diminish competition in the marketplace. The antitrust laws
protect and promote free and fair competition among businesses. Examples of the types of conduct which are
prohibited under the antitrust laws, and are therefore particularly unacceptable to Execute Sports include but are
not limited to:

- Any agreements among competitors about price, allocation of markets, or allocation of customers.
- Any agreements with customers not to deal with a competitor.
- Restrictions on resale.
- Sales conditioned on agreements to purchase other products.

Environmental, Health and Safety Laws and Regulations

Environmental, Health and Safety laws and regulations are very complex and extremely important. Compliance
with these regulations is essential. In addition, it is essential that any reports or representations made by or on
behalf of the Company to any environmental, health or safety regulatory body be completely accurate and
correct, containing no false statements or material omissions.

Political Contributions

Execute Sports complies carefully with all regulations governing campaign contributions in federal, state and local
elections. In addition, employees are free to make, or not to make, any individual political contributions they
desire. The Company shall never reimburse an employee for a political contribution made by the employee.

International Practices

In some countries, practices which the United States would characterize as criminal or corrupt are accepted or
tolerated as part of the political and commercial culture. In particular, some countries do not condemn bribery the
way the United States does, and permit, or tolerate, payments to public officials to influence their exercise of
discretion. Not only are such practices contrary to Execute Sports' standards, they are illegal in the United States,
even when committed abroad. Execute Sports forbids the offering or receiving of any money or anything of value
to or from a foreign official to influence that person in the performance of official functions.
International Boycotts

Governments sometimes seek to advance their own political agendas by pressuring companies with whom they
do business to boycott the companies or products of certain other countries. It is unlawful for any United States
citizen or company to comply with, further or support a boycott against a country which is not itself the object of
any form of boycott pursuant to United States law or regulation. Execute Sports refuses to participate in
furthering any form of illegal boycott.

Sexual Harassment

Execute Sports Incorporated prohibits the sexual harassment of individuals in the workplace. Sexually harassing
behavior which occurs off Execute Sports premises is also prohibited. Furthermore, the Company will not
tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides
information or assistance in the investigation of such a report.

Interference with an Audit

It is unlawful to attempt improperly to persuade an outside auditor to approve false financial statements. Execute
Sports prohibits its officers and directors, and anyone acting under their direction, from coercing, manipulating,
misleading or fraudulently influencing the Company's outside auditor to approve materially misleading financial
statements.

Reporting Procedures

Any employee who becomes aware of any illegal activities or any violation of the policies contained in this policy
is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is
required. The Company pledges that it will not retaliate against employees who make such reports and shall not
tolerate retaliation by any other person against an employee who makes such a report.

Employees may report a policy violation to supervisory personnel, directly to the General Counsel. Supervisory
personnel are required to communicate reported violations of law or Company Policy to the General Counsel.
Contact information for the General Counsel is as follows:

City National Bank Building
4275 Executive Square
Suite 215
La Jolla, CA 92037
(858) 362-1440

A full and accurate report made to the General Counsel constitutes compliance with the reporting requirement.
Complaint Investigation Procedures

When the General Counsel receives a complaint of a violation of this policy directly or he/she will, with the help of
the President -- Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal
accounting controls and auditing matters will be submitted to the Board of Directors. The Board of Directors may
request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to
evaluate and/or to investigate the complaint. Complaints alleging serious misconduct by senior management will
be referred to the full Board of Directors for evaluation and investigation as appropriate. All other complaints will
be investigated by the General Counsel, as appropriate, and a summary of the complaints and management
follow-up will be reported to the Board of Directors periodically.

Disciplinary Sanctions

Employees who violate the policies set forth in this policy will be subject to discipline. Disciplinary measures will
vary, depending on the seriousness of the violation and the individual circumstances of the employee. Available
disciplinary sanctions include suspension, termination and referral to public law enforcement authorities for
possible prosecution.

Administration

General

Managers are responsible for ensuring that their exempt employees have read the Company's Code of Ethics and
related Policies. Human Resources is responsible for providing copies of the Policies in the new employee
package for all salaried exempt new hires.

Questionnaire and Disclosure

During the first quarter of each calendar year, the General Counsel will send to certain employees questionnaires
to ascertain compliance with this Policy. These employees will be identified by the responsible senior officers
upon request by the General Counsel.

Employees are expected to respond fully and candidly to the questionnaire. To ensure confidentiality and
consistency in handling, questionnaires will be reviewed by only the General Counsel and by the Chief Executive
Officer.

If any event or set of circumstances occurs or appears likely to occur that might create a conflict not previously
disclosed or to deviate from the standards described herein, the employee is expected to make the relevant facts
known to the Company and to follow its recommendations. Employees are encouraged to discuss such matters
first with their supervisors, but they may consult either of the officers mentioned above.

Special Responsibilities of the CEO and Senior Financial Officers

The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer, Controller and
Treasurer, are bound by the provisions set forth above relating to ethical conduct, conflicts of interest and
compliance with law. In addition, the Chief Executive Officer and senior financial officers are subject to the
following specific policies:
The Chief Executive Officer and all senior financial officers are responsible for full, fair, accurate, timely and
understandable disclosure in the periodic reports required to be filed by the Company with the Securities and
Exchange Commission, and in all other public communications made by the Company. Accordingly, it is the
responsibility of the Chief Executive Officer and each senior financial officer promptly to bring or cause to be
brought to the attention of the Disclosure Committee any material information of which he or she may become
aware that affects the disclosures made by the Company in its public filings and other public communications or
otherwise assist the Disclosure Committee in fulfilling its responsibilities as specified in the Committee's charter.

The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the
attention of the General Counsel and to the Board of Directors any information he or she may have concerning
any violation of this policy, including any actual or apparent conflicts of interest between personal and
professional relationships, involving any management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.

The Chief Executive Officer and each senior financial officer shall promptly bring or cause to be brought to the
attention of the General Counsel and to the Board of Directors any information he or she may have concerning
evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and
the operation if its business, by the Company or any agent thereof, or of violation of this policy.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be
taken in the event of violations of this policy by the Chief Executive Officer and the Company's senior financial
officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for
adherence to this policy and may include written notices to the individual involved that the Board has determined
that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved,
suspension with or without pay or benefits (as determined by the Board), termination of the individual's
employment and referral to public law enforcement authorities for possible prosecution. In determining what
action is appropriate in a particular case, the Board of Directors or such designee shall take into account all
relevant information, including the nature and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to the violation as to the proper course of action and
whether or not the individual in question had committed other violations in the past.

If you have questions about this policy, contact the office of General Counsel,
(858) 362-1440. This online policy supersedes all other versions of the policy.
Exhibit 16.1

TRACI J ANDERSON, CPA

                                             14026 Cinnabar Place
                                             Huntersville, NC 28078
                                              Cell: (704) 904-0062
                                             Office: (704) 948-6934

July 21, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Padova International USA, Inc. (dba Execute Sports, Inc.) and,
under the date of January 11, 2005, we reported on the financial statements of Padova International USA, Inc.
as of and for the years ended December 31, 2003. On February 15, 2005 our appointment as principal
accountants was terminated. We have read Padova International USA, Inc.'s statements included under Item
4.01 of its Form 8-K dated July 22, 2004 and we agree with such statements, except that we are not ni a
position to agree or disagree with Padova's statement that Bedinger & Company was not engaged regardgin the
application of accounting principles to a specified transaction or the type of audit opinion that might be rendered
on the Company's financial statements.

Very truly yours,

                                             /s/ Traci J. Anderson
                                             Traci J. Anderson
Exhibit 23.1

								
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