Exhibit 10.22

                        CAVALCADE OF SPORTS MEDIA, INC.
         PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN
           (formerly Legal Services Contingent Compensation Plan)
                              as amended 1/13/03

THIS PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN (
SERVICES COMPENSATION PLAN (formerly Legal Services Contingent
Compensation Plan) (hereinafter referred to as "the PEC Plan" or
simply "the Plan"), as amended on January 13, 2003, adopted by
the Board of Directors of Cavalcade of Sports Media, Inc. (the
"Company") this 13th day of January 2003.

WITNESSETH THAT:

WHEREAS, the Company has been experiencing working capital
shortages and it is necessary and desirable for the Company to
have a plan which will permit the Company to compensate
professional services providers with shares of the Company's
Common Stock in lieu of cash;

WHEREAS, the Company desires to give its Board of Directors the
ability to compensate employees, affiliates, consultants and
professional service providers with shares of the Company's
Common Stock;

NOW, THEREFORE, in order to carry out the foregoing purposes,
the Board of Directors of the Company hereby adopts this
Professional Services Compensation Plan, as follows:

                                     PART I
                                    THE PLAN

1. General. This Plan encompasses the grant by the Company's
Board of Directors of shares of the Company's Common Stock. If
the Board of Directors shall determine to issue shares of Common
Stock, it shall do so within the terms and conditions of Part II.

2. Total Number of Shares under Plan. The total number of shares
issuable, either directly or upon the exercise of options
granted pursuant to this Plan, shall be limited to Two Million (2,000,000).

3. Term of Plan. The term of this Plan shall commence December
2, 2002, the date adopted by the Board of Directors of the
Company, and shall end on December 1, 2007, five (5) years from
the commencement date.

4. Amendment of the Plan. The Board of Directors of the Company
may from time to time alter, amend, suspend or discontinue this
Plan, or any part hereof, and make rules for its administration.

5. Grants of Shares discretionary. The granting of shares of
Common Stock under this Plan shall be entirely discretionary
with the Company's Board of Directors (or any committee
appointed by the Board of Directors as provided in this Plan.

                                    PART II

                         COMMON STOCK COMPENSATION PLAN

1. Purpose. The purpose of this plan is to provide compensation
in the form of Common Stock of the Company, in lieu of cash, to
eligible professional service providers that have previously
rendered services or that will render services during the term
of this PEC Plan.

2. Administration. (a) This Plan shall be administered by the
Board of Directors that may from time to time issue orders or
adopt resolutions, not inconsistent with the provisions of this
Plan, to interpret the provisions and supervise the
administration of this Plan. The Company's President and Chief
Financial Officer shall make initial determinations as to which
consultants, professionals or advisors will be considered to
receive shares under this Plan, and will provide a list to the
Board of Directors. All final determinations shall be by the
affirmative vote of a majority of the members of the Board of
Directors at a meeting called for such purpose, or reduced to
writing and signed by a majority of the members of the Board.
Subject to the Company's Bylaws, all decisions made by the
Directors in selecting eligible consultants, professionals or
advisors, establishing the number of shares, and construing the
provisions of this Plan shall be final, conclusive and binding
on all persons including the Corporation, its shareholders,
employees and eligible consultants, professionals and advisors.

(b) The Board of Directors may from time to time appoint a Part
II Compensation Committee, consisting of at least one Director
and one officer, none of whom shall be eligible to participate
in the Plan while members of the Committee. The Board of
Directors may delegate to such Committee the power to select the
particular consultants, professionals and advisors that are to
receive shares, and to determine the number of shares to be
allocated to each such recipient.

(c) If the SEC Rules and or regulations relating to the issuance
of Common Stock under a Form S-8 should change during the term
of this Plan, the Board of Directors shall have the power to
alter this Plan to conform to such changes.

3. Eligibility. Shares shall be granted only to professional
service providers who render services that are within those
classes for which Form S-8 is applicable.

4. Shares Subject to the Plan. The total number of shares of
Common Stock to be subject to options granted pursuant to this
Plan on and after the commencement date of the Plan shall not
exceed 2,000,000 shares of the Company's Common Stock.

                                    PART III

                                     GENERAL

1. Governing Law. All grants of shares of Common Stock under
this Plan shall be deemed to be made in Nevada and all disputes
arising hereunder shall be governed and controlled by the laws
of Nevada. In the event of any litigation arising from any grant
of Common Stock under this Plan, jurisdiction and venue of any
such litigation shall be in the state and/or federal courts in
Nevada. Any person receiving shares hereunder shall be deemed to
have agreed to such provisions.

2. Benefits. This Plan shall be for the benefit of the Company
and its stockholders and no potential grantee or his/her/its
personal representatives, successors and, where applicable,
assigns, shall have any rights, powers, licenses, claims or
other interest herein.

3. Paragraph Headings. The paragraph headings in this Plan are
inserted for convenience and identification only and are in no
way intended to define or limit the scope, extent, or intent of
this Plan or any of the provisions hereof.

4. Interpretation. It is the intent of the parties that this
Agreement shall be construed and interpreted, and that all
questions arising hereunder shall be determined in accordance
with the provisions of the laws of the State of Nevada.

                           CERTIFICATION OF ADOPTION
                             (by Board of Directors)

The undersigned, being all of the members of the Board of
Directors of Cavalcade of Sports Media, Inc. hereby certify that
the foregoing amended Plan was adopted by a unanimous vote of
the Board of Directors on January 13, 2003,.

                                  Edward Litwak, Chairman

                                  Donald Parson

                                  Michael F. Carroll