SECURITIES EXCHANGE AGREEMENT

                                   BETWEEN

                               ESSXSPORT CORP.

                                     AND

                           CERTAIN SHAREHOLDERS OF

                           MISS BEVERLY HILLS, INC.

                             DATED MARCH 3, 2004

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                              TABLE OF CONTENTS

SECURITIES EXCHANGE AGREEMENT................................................3

PLAN OF REORGANIZATION.......................................................3

  AGREEMENT..................................................................3

    Section 1 - Transfer of Shares...........................................3
    Section 2 - Issuance of Exchange Stock to MBH Shareholders...............3
    Section 3 - Closing......................................................4
    Section 4 - Representations and Warranties by MBH and Certain
                Shareholders ................................................6
    Section 5 - Representations and Warranties by ESSXSPORT..................9
    Section 6 - Access and Information......................................12
    Section 7 - Additional Covenants of the Parties.........................13
    Section 8 - Survival of Representations, Warranties and Covenants.......13
    Section 9 - Conditions Precedent to Obligations of Parties..............14
    Section 10 - Termination, Amendment, Waiver.............................13
    Section 11 -Miscellaneous...............................................13

EXHIBIT LIST................................................................__

SCHEDULE LIST...............................................................__

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                        SECURITIES EXCHANGE AGREEMENT

      This  Securities  Exchange  Agreement  ("Agreement")  is entered into on
this  3rd  day of  March  2004  by  and  between  ESSXSPORT  CORP.,  a  Nevada
corporation  ("ESSXSPORT"),  and Forest,  Glenneyre and  Associates,  Inc. and
Working  Capital,  Inc.,  who represent  those persons and entities  listed in
Exhibit A hereto,  being shareholders of MISS BEVERLY HILLS, INC. a California
corporation  ("MBH") who own  collectively  thirty percent (30%) of the issued
and  outstanding  stock of MBH as of the date this  Agreement is executed (the
"MBH Shareholders").

                            PLAN OF REORGANIZATION

      The  transaction  contemplated  by this  Agreement  is intended to be an
exchange of stock  reorganization.  ESSXSPORT  will acquire up to 30% of MBH's
issued and  outstanding  common  stock,  (no par value) in exchange  for up to
60,000,000 shares of ESSXSPORT's  common stock, $.001 par value (the "Exchange
Stock").  Upon the  consummation of the exchange  transaction and the issuance
and transfer of the Exchange Stock as set forth in Section 2 hereinbelow,  MBH
Shareholders  would  hold  approximately  forty  three  percent  (43%)  of the
then-outstanding   common  stock  of  ESSXSPORT   representing  a  controlling
interest in ESSXSPORT.

                                  AGREEMENT

                                  SECTION 1
                              TRANSFER OF SHARES

1.1   All shareholders of MBH (the "Shareholders" or the "MBH  Shareholders"),
      as of the date of Closing as such term is  defined in  Section 3  herein
      (the "Closing" or the "Closing Date"),  shall transfer,  assign,  convey
      and deliver to ESSXSPORT on the Closing Date, certificates  representing
      4,800,000  shares or thirty  percent  (30%) of the MBH.  The transfer of
      the MBH  Stock  shall be made free and  clear of all  liens,  mortgages,
      pledges,  encumbrances  or charges,  whether  disclosed or  undisclosed,
      except  as the MBH  Shareholders  and  ESSXSPORT  shall  have  otherwise
      agreed in writing.

                                  SECTION 2
                ISSUANCE OF EXCHANGE STOCK TO MBH SHAREHOLDERS

2.1   As consideration for the transfer,  assignment,  conveyance and delivery
      of the MBH Stock  hereunder,  ESSXSPORT  shall,  at the Closing issue to
      the MBH Shareholders,  or their nominees and/or assignees,  certificates
      representing  up to 60,000,000  shares of ESSXSPORT  Common  Stock.  The
      parties  intend that the  Exchange  Shares  being issued will be used to
      acquire all 4,800,000 MBH Shares.

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2.2   The issuance of the  Exchange  Stock shall be made free and clear of all
      liens, mortgages,  pledges,  encumbrances or charges,  whether disclosed
      or undisclosed,  except as the MBH Shareholders and ESSXSPORT shall have
      otherwise agreed in writing.  As provided herein,  and immediately prior
      to the Closing,  ESSXSPORT  shall have issued and  outstanding:  (i) not
      more than  49,000,000  shares of Common Stock;  and  (ii) shall  have no
      preferred stock or other securities issued and outstanding.

2.3   None of the  Exchange  Stock  issued  to the MBH  Shareholders  or their
      nominees  and/or  assignees,  nor any of the MBH  Stock  transferred  to
      ESSXSPORT  hereunder shall, at the time of Closing,  be registered under
      federal  securities  laws but,  rather,  shall be issued  pursuant to an
      exemption  therefrom  and be  considered  "restricted  stock" within the
      meaning of Rule 144  promulgated  under the  Securities  Act of 1933, as
      amended  (the  "Act").  All of such  shares  shall bear a legend  worded
      substantially as follows:

            "The shares  represented by this  certificate have not
            been registered  under the Securities Act of 1933 (the
            "Act") and are  `restricted  securities'  as that term
            is defined  in Rule 144 under the Act.  The shares may
            not  be   offered   for   sale,   sold  or   otherwise
            transferred  except  pursuant  to  an  exemption  from
            registration  under the Act, the availability of which
            is  to be  established  to  the  satisfaction  of  the
            Company."

      The  respective  transfer  agents of  ESSXSPORT  and MBH shall  annotate
      their records to reflect the  restrictions  on transfer  embodied in the
      legend  set  forth  above.  There  shall  be  no  requirement  ESSXSPORT
      register  the  Exchange  Stock  under  the  Act,  nor  shall  MBH or the
      Shareholders be required to register any MBH Shares under the Act.

                                  SECTION 3
                                   CLOSING

3.1   CLOSING  OF  TRANSACTION.  Subject to the  fulfillment  or waiver of the
conditions  precedent set forth in Section 11  hereof,  the Closing shall take
place  on the  Closing  Date at the  offices  of,  Miss  Beverly  Hills,  8601
Wilshire Blvd.,  Ste. 1103,  Beverly Hills,  California  90211, at 10:00 A.M.,
local time,  or at such other time on the Closing  Date as  ESSXSPORT  and the
MBH Shareholders may mutually agree in writing.

3.2   CLOSING  DATE.  The Closing Date of the  Exchange  shall take place on a
date chosen by mutual  agreement of MBH  Shareholders and ESSXSPORT within ten
(10) days from the date of this  Agreement,  or such later date upon which the
parties  hereto may  mutually  agree in writing,  or as  extended  pursuant to
subsection 12.1(b) hereinbelow.

3.3   DELIVERIES AT CLOSING.

      (a)   MBH  Shareholders  shall  deliver  or  cause  to be  delivered  to
            ESSXSPORT at Closing:

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            (1)   certificates  representing  all  4,800,000shares  of the MBH
                  Stock as described in  Section 1,  each endorsed in blank by
                  the registered owner;

            (2)   an  agreement  from  each  Shareholder,  including  nominees
                  and/or  assignees,  surrendering  his or her shares agreeing
                  to a  restriction  on the transfer of the Exchange  Stock as
                  described in Section 2 hereof;

            (3)   such other  documents,  instruments or certificates as shall
                  be reasonably requested by ESSXSPORT or its counsel.

      (b)   ESSXSPORT   shall   deliver  or  cause  to  be  delivered  to  MBH
            Shareholders at Closing:

            (1)   a copy  of a  consent  of  ESSXSPORT's  board  of  directors
                  authorizing  ESSXSPORT  to take the  necessary  steps toward
                  Closing the  transaction  described by this Agreement in the
                  form set forth in Exhibit B;

            (2)   stock  certificate(s) or a computer listing from ESSXSPORT's
                  transfer agent  representing  the Exchange Stock to be newly
                  issued   by   ESSXSPORT   under   this   Agreement,    which
                  certificates  shall be in the names of the  appropriate  MBH
                  Shareholders,   each  in  the  appropriate  denomination  as
                  described in Section 2;

            (3)   a copy of  Board of  Directors  meeting  appointing  two new
                  directors of ESSXSPORT  approved by MBH Shareholders to take
                  effect upon the closing; and

            (4)   such other  documents,  instruments or certificates as shall
                  be reasonably requested by MBH Shareholders or its counsel.

3.4   FILINGS; COOPERATION.

      (a)   Prior  to  the  Closing,   the  parties  shall  proceed  with  due
            diligence  and in good  faith to make such  filings  and take such
            other  actions  as may be  necessary  to  satisfy  the  conditions
            precedent set forth in Section 9 below.

      (b)   On  and  after  the   Closing   Date,   ESSXSPORT,   and  the  MBH
            Shareholders  set forth in Exhibit A shall, on request and without
            further  consideration,  cooperate  with one another by furnishing
            or using  their  best  efforts  to cause  others  to  furnish  any
            additional  information  and/or  executing and delivering or using
            their best  efforts to cause  others to execute  and  deliver  any
            additional documents and/or instruments,  and doing or using their
            best  efforts to cause  others to do any and all such other things
            as may be  reasonably  required by the parties or their counsel to
            consummate or otherwise  implement the  transactions  contemplated
            by this Agreement.

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                                  SECTION 4
            REPRESENTATIONS AND WARRANTIES BY THE MBH SHAREHOLDERS

4.1   Subject to the schedule of exceptions,  attached hereto and incorporated
      herein  by this  reference,  (which  schedules  shall be  acceptable  to
      ESSXSPORT),  MBH Shareholders  listed on Exhibit A represent and warrant
      to ESSXSPORT as follows to the best of their knowledge:

      (a)   ORGANIZATION   AND  GOOD   STANDING  OF  MBH.   The   Articles  of
            Incorporation  of MBH and all  Amendments  thereto as presently in
            effect,  certified by the Secretary of California,  and the Bylaws
            of MBH as presently  in effect,  certified  by the  President  and
            Secretary  of  MBH,  have  been  delivered  to  ESSXSPORT  and are
            complete  and correct and since the date of such  delivery,  there
            has been no amendment, modification or other change thereto.

      (b)   CAPITALIZATION.  MBH's  authorized  capital  stock  is  50,000,000
            shares no par value Common Stock (defined as "MBH Common  Stock"),
            of  which   approximately   16,000,000   shares   are  issued  and
            outstanding  prior to the Closing  Date.  All of such  outstanding
            shares are validly issued,  fully paid and non-assessable.  To the
            best  of our  knowledge  there  are  no  outstanding  options  and
            warrants for MBH Common Stock. All securities  issued by MBH as of
            the date of this  Agreement  have been issued in  compliance  with
            all  applicable  state and  federal  laws.  Except as set forth in
            Schedule 4.1(b),  no other equity  securities or debt  obligations
            of MBH are authorized, issued or outstanding.

      (c)   FINANCIAL   STATEMENTS.   MBH  Shareholders   shall  cause  to  be
            delivered to ESSXSPORT  within sixty (60) days of Closing,  a copy
            of MBH's audited financial  statements for the year ended December
            31,  2003  which  will be true and  complete  and will  have  been
            prepared  in  conformity   with  generally   accepted   accounting
            principles.  Other than changes in the usual and ordinary  conduct
            of the business since  December 31, 2003,  there have been and, at
            the Closing  Date,  there will be no material  adverse  changes in
            such financial statements.

      (d)   ABSENCE OF UNDISCLOSED  LIABILITIES.  MBH has no liabilities which
            are  not  adequately  reflected  or  reserved  against  in the MBH
            Financial  Statements or otherwise reflected in this Agreement and
            MBH  shall  not  have  as of the  Closing  Date,  any  liabilities
            (secured or  unsecured  and  whether  accrued,  absolute,  direct,
            indirect or  otherwise)  which were  incurred  after  December 31,
            2003, and would be individually  or in the aggregate,  material to
            the results of operations or financial  condition of MBH as of the
            Closing Date.

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      (e)   LITIGATION.  Except as disclosed in Schedule 4.1(f),  there are no
            outstanding orders, judgments,  injunctions,  awards or decrees of
            any  court,   governmental   or  regulatory  body  or  arbitration
            tribunal  against MBH or its  properties.  Except as  disclosed in
            Schedule 4.1(f),  there  are  no  actions,  suits  or  proceedings
            pending,  or, to the  knowledge  of MBH  Shareholders,  threatened
            against or affecting MBH or its affiliated  companies,  any of its
            officers or directors  relating to their positions as such, or any
            of its  properties,  at  law or in  equity,  or  before  or by any
            federal,  state,  municipal  or  other  governmental   department,
            commission, board, bureau, agency or instrumentality,  domestic or
            foreign,  in connection  with the business,  operations or affairs
            of MBH which might  result in any material  adverse  change in the
            operations  or financial  condition of MBH, or which might prevent
            or materially  impede the consummation of the  transactions  under
            this Agreement.

      (f)   COMPLIANCE  WITH  LAWS.  To  the  best  of the  MBH  Shareholder's
            knowledge,  the  operations  and affairs of MBH do not violate any
            law,  ordinance,  rule or regulation  currently in effect,  or any
            order,  writ,  injunction  or decree of any court or  governmental
            agency,  the violation of which would  substantially and adversely
            affect the business, financial conditions or operations of MBH.

      (g)   ABSENCE   OF   CERTAIN   CHANGES.   Except   as   set   forth   in
            Schedule 4.1(g),  or otherwise  disclosed in writing to ESSXSPORT,
            since December 31, 2003,

            (i)   MBH has not entered into any material transaction;

            (ii)  there  has been no  change in the  condition  (financial  or
                  otherwise),   business,   property,   prospects,  assets  or
                  liabilities of MBH as shown on the MBH Financial  Statement,
                  other  than  changes  that  both  individually  and  in  the
                  aggregate  do not  have a  consequence  that  is  materially
                  adverse to such condition,  business,  property,  prospects,
                  assets or liabilities;

            (iii) there has been no damage to,  destruction  of or loss of any
                  of the  properties  or assets of MBH (whether or not covered
                  by  insurance)   materially  and  adversely   affecting  the
                  condition  (financial  or  otherwise),  business,  property,
                  prospects, assets or liabilities of MBH;

            (iv)  MBH has not  declared,  or paid  any  dividend  or made  any
                  distribution  on its capital stock,  redeemed,  purchased or
                  otherwise  acquired  any of its capital  stock,  granted any
                  options  to  purchase  shares of its  stock,  or issued  any
                  shares of its capital stock except in  conjunction  with the
                  private placement described in Schedule 4.1(g);

            (v)   there has been no material  change,  except in the  ordinary
                  course of business, in the contingent  obligations of MBH by
                  way  of  guaranty,   endorsement,   indemnity,  warranty  or
                  otherwise;

            (vi)  there  have  been no  loans  made  by MBH to its  employees,
                  officers or directors that have not been disclosed;

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            (vii) there has been no waiver or  compromise by MBH of a valuable
                  right or of a material debt owed to it;

            (viii)there has been no extraordinary increase in the compensation
                  of any of MBH's employees;

            (ix)  there has been no  agreement or  commitment  by MBH to do or
                  perform any of the acts  described  in this  Section 4.1(g);
                  and

            (x)   there  has  been  no  other  event  or   condition   of  any
                  character,  which might  reasonably  be  expected  either to
                  result in a material  and  adverse  change in the  condition
                  (financial or  otherwise),  business,  property,  prospects,
                  assets or  liabilities  of MBH or to impair  materially  the
                  ability of MBH to conduct the business now being conducted.

      (h)   ASSETS.  All of the assets reflected on the December 31, 2003, MBH
            Financial  Statements or acquired and held as of the Closing Date,
            will be owned by MBH on the Closing  Date.  Except as set forth in
            Schedule 4.1(h),  MBH owns  outright  and has good and  marketable
            title,  or holds  valid  and  enforceable  leases,  to all of such
            assets.

      (i)   TAX MATTERS.  All federal,  foreign,  state and local tax returns,
            reports  and  information  statements  required  to be filed by or
            with  respect to the  activities  of MBH have been  timely  filed.
            Since  December 31, 2003,  MBH has not incurred any liability with
            respect to any  federal,  foreign,  state or local taxes except in
            the ordinary and regular  course of business.  On the date of this
            Agreement,  MBH is not  delinquent  in the payment of any such tax
            or  assessment,  and no  deficiencies  for any  amount of such tax
            have been proposed or assessed.

      (j)   OPERATING AUTHORITIES.  To the best knowledge of MBH Shareholders,
            MBH  has  all   material   operating   authorities,   governmental
            certificates and licenses,  permits,  authorizations and approvals
            ("Permits")   required  to  conduct  its   business  as  presently
            conducted.

      (k)   CONTINUATION  OF KEY  MANAGEMENT.  To the  best  knowledge  of MBH
            Shareholders,  all  key  management  personnel  of MBH  intend  to
            continue  their  employment  with  MBH  after  the  Closing.   For
            purposes of this  subsection 4.1(k),  "key  management  personnel"
            shall include Dr. Conrad, Janelle Star, and Alex DeKhtyar.

      (l)   FINDER'S  FEES. The MBH  Shareholders  are not, and on the Closing
            Date will not be liable or obligated to pay any finder's,  agent's
            or  broker's  fee  arising  out  of or  in  connection  with  this
            Agreement or the transactions contemplated by this Agreement.

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4.2   DISCLOSURE.  At the date of this Agreement,  the MBH Shareholders listed
      in Exhibit A  have,  and at the Closing  Date they will have,  disclosed
      all events,  conditions and facts materially  affecting the business and
      prospects  of MBH. The MBH  Shareholders  have not now and will not have
      at the Closing Date,  withheld knowledge of any such events,  conditions
      or facts  which  they know,  or have  reasonable  grounds  to know,  may
      materially  affect MBH's business and prospects.  Neither this Agreement
      nor any  certificate,  exhibit,  schedule or other  written  document or
      statement,   furnished  to  ESSXSPORT  by  such  MBH   Shareholders   in
      connection  with  the   transactions   contemplated  by  this  Agreement
      contains or will  contain  any untrue  statement  of a material  fact or
      omits or will omit to state a material  fact  necessary  to be stated in
      order to make the statements contained herein or therein not misleading.

                                  SECTION 5
                 REPRESENTATIONS AND WARRANTIES BY ESSXSPORT

5.1   Subject to the schedule of exceptions,  attached hereto and incorporated
      herein by this  reference,  (which  schedules shall be acceptable to MBH
      Shareholders),   ESSXSPORT   represents   and   warrants   to  the   MBH
      Shareholders listed in Exhibit A as follows:

      (a)   ORGANIZATION   AND  GOOD   STANDING.   ESSXSPORT  is  currently  a
            corporation duly organized,  validly existing and in good standing
            under  the laws of the  State  of  Nevada  and has full  corporate
            power and  authority to own or lease its  properties  and to carry
            on its  business  as now being  conducted  and as  proposed  to be
            conducted.  ESSXSPORT  is  qualified  to  conduct  business  as  a
            foreign corporation in no other  jurisdiction,  and the failure to
            so  qualify  in  any  other   jurisdiction  does  not  materially,
            adversely  affect  the  ability  of  ESSXSPORT  to  carry  on  its
            business   as   most   recently   conducted.   The   Articles   of
            Incorporation   of  ESSXSPORT  and  all   amendments   thereto  as
            presently  in  effect,  certified  by the  Secretary  of  State of
            Nevada,  and the  Bylaws of  ESSXSPORT  as  presently  in  effect,
            certified by the President  and Secretary of ESSXSPORT,  have been
            made  available to MBH  Shareholders  and are complete and correct
            and since the date of such delivery,  there has been no amendment,
            modification or other change thereto.

      (b)   CAPITALIZATION.  ESSXSPORT's  authorized capital stock consists of
            300,000,000  shares of $.001 par value Common stock (defined above
            as "ESSXSPORT  Common  Stock"),  of which not more than 49,000,000
            will be issued and  outstanding,  prior to Closing Date.  and held
            of record by approximately 210  shareholders.  Except as set forth
            in   Schedule 5.1(b),   no  other   equity   securities   or  debt
            obligations  of ESSXSPORT are  authorized,  issued or  outstanding
            and  as  of  the  Closing,  there  will  be no  other  outstanding
            options, warrants,  agreements,  contracts,  calls, commitments or
            demands of any  character,  preemptive  or  otherwise,  other than
            this  Agreement,  relating to any of the  ESSXSPORT  Common Stock,
            and there will be no outstanding  security of any kind convertible
            into ESSXSPORT  Common Stock. The shares of ESSXSPORT Common Stock
            are  free  and  clear  of all  liens,  charges,  claims,  pledges,
            restrictions  and  encumbrances  whatsoever  of any kind or nature

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            that  would  inhibit,  prevent  or  otherwise  interfere  with the
            transactions  contemplated  hereby. All the outstanding  ESSXSPORT
            Common Stock are validly issued,  fully paid and nonassessable and
            there  are  no  voting  trust   agreements  or  other   contracts,
            agreements  or  arrangements  restricting  or affecting  voting or
            dividend   rights  or   transferability   with   respect   to  the
            outstanding shares of ESSXSPORT Common Stock.

      (c)   ISSUANCE OF EXCHANGE STOCK.  All of the ESSXSPORT  Common Stock to
            be issued to or transferred to MBH  Shareholders  pursuant to this
            Agreement,  when  issued,  transferred  and  delivered as provided
            herein,  will be duly authorized,  validly issued,  fully paid and
            nonassessable,  and will be free and clear of all liens,  charges,
            claims,  pledges,  restrictions and encumbrances whatsoever of any
            kind or  nature,  except  those  restrictions  imposed by State or
            Federal corporate and securities regulations.

      (d)   NO   VIOLATION.   Neither  the  execution  and  delivery  of  this
            Agreement nor the  consummation of the  transactions  contemplated
            hereby nor  compliance  by  ESSXSPORT  with any of the  provisions
            hereof will:

            (1)   violate  or  conflict  with,  or  result  in a breach of any
                  provisions  of, or constitute a default ( or an event which,
                  with  notice or lapse of time or both,  would  constitute  a
                  default) under,  any of the terms,  conditions or provisions
                  of the Articles of  Incorporation  or Bylaws of ESSXSPORT or
                  any  note,  bond,  mortgage,   indenture,   deed  of  trust,
                  license,  agreement or other  instrument to which  ESSXSPORT
                  is a party,  or by which it or its  properties or assets may
                  be bound or affected; or

            (2)   violate  any  order,  writ,  injunction  or  decree,  or any
                  statute,   rule,   permit,   or  regulation   applicable  to
                  Essxsport or any of its properties or assets.

      (e)   FINANCIAL  STATEMENTS.  ESSXSPORT will deliver to MBH Shareholders
            prior  to  Closing,  copies  of all  of  ESSXSPORT's  audited  and
            unaudited  financial  statements  through October 31, 2003, all of
            which are true and complete and have been  prepared in  accordance
            with generally accepted accounting principles.

      (f)   SEC FILINGS.  ESSXSPORT will deliver to MBH Shareholders  prior to
            Closing,  copies of all of  ESSXSPORT's  recent  filings made with
            the  Securities and Exchange  Commission  ("SEC"  including  Forms
            10-KSB and 10-QSB and any proxy material).

      (g)   ABSENCE OF CERTAIN CHANGES.  Since October 31, 2003 there has been
            no material change in ESSXSPORT's financial conditions,  assets or
            liabilities, except as set forth in Schedule 5.1(g).

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      (h)   ABSENCE  OF  UNDISCLOSED  LIABILITIES.   Except  as  disclosed  in
            ESSXSPORT's  Financial  Statements,  ESSXSPORT did not have, as of
            the  Closing  Date,  any  liabilities  (secured or  unsecured  and
            whether accrued,  absolute,  direct,  indirect or otherwise) which
            were incurred  after October 31, 2003,  and would be  individually
            or in the  aggregate,  material  to the  results of  operation  or
            financial condition of ESSXSPORT.

      (i)   LITIGATION.   There   are  no   outstanding   orders,   judgments,
            injunctions,  awards or  decrees  of any  court,  governmental  or
            regulatory body or arbitration  tribunal against  ESSXSPORT or its
            properties.  There are no actions,  suits or proceedings  pending,
            or, to the knowledge of ESSXSPORT,  threatened against or relating
            to  ESSXSPORT.  ESSXSPORT is not, and on the Closing Date will not
            be, in  default  under or with  respect  to any  judgment,  order,
            writ, injunction or decree of any court or of any federal,  state,
            municipal   or   other   governmental    authority,    department,
            commission, board, agency or other instrumentality;  and ESSXSPORT
            has, and on the Closing  Date will have,  complied in all material
            respects with all laws,  rules,  regulations and orders applicable
            to it, if any.

      (j)   TAX MATTERS.  Except as set forth in Schedule 5.1(j), all federal,
            foreign,  state and local tax  returns,  reports  and  information
            statements  required  to  be  filed  by or  with  respect  to  the
            activities  of  ESSXSPORT  have  been  filed for all the years and
            periods for which such returns and statements were due,  including
            extensions  thereof.  Since  October 31, 2003,  ESSXSPORT  has not
            incurred  any  liability  with  respect to any  federal,  foreign,
            state or local taxes except in the ordinary and regular  course of
            business.  Such returns,  reports and  information  statements are
            true and correct in all material  respects  insofar as they relate
            to the  activities  of ESSXSPORT.  On the date of this  Agreement,
            ESSXSPORT  is not  delinquent  in the  payment  of any such tax or
            assessment,  and no  deficiencies  for any amount of such tax have
            been proposed or assessed.

      (k)   AUTHORITY  TO  EXECUTE  AGREEMENT.   The  Board  of  Directors  of
            ESSXSPORT,  pursuant to the power and authority  legally vested in
            it, has duly  authorized  the  execution and delivery by ESSXSPORT
            of this Agreement and the Exchange Stock,  and has duly authorized
            each of the transactions  hereby  contemplated.  ESSXSPORT has the
            power and  authority  to execute and deliver  this  Agreement,  to
            consummate the  transactions  hereby  contemplated and to take all
            other  actions  required  to  be  taken  by  it  pursuant  to  the
            provisions  hereof.  ESSXSPORT has taken all the actions  required
            by law, its Certificate of Incorporation,  as amended, its Bylaws,
            as amended,  applicable  state law or otherwise  to authorize  the
            execution  and  delivery  of the  Exchange  Stock  pursuant to the
            provisions  hereof.  This  Agreement  is valid  and  binding  upon
            ESSXSPORT in accordance with its terms.

      (l)   FINDER'S  FEES.  ESSXSPORT is not, and on the Closing  Date,  will
            not be  liable  or  obligated  to pay  any  finder's,  agent's  or
            broker's fee arising out of or in connection  with this  Agreement
            or the transactions contemplated by this Agreement.

                                       11
<PAGE>

5.2   DISCLOSURE.  ESSXSPORT  has  and at  the  Closing  Date  it  will  have,
      disclosed  all events,  conditions  and facts  materially  affecting the
      business and prospects of ESSXSPORT.  ESSXSPORT has not now and will not
      have  at the  Closing  Date,  withheld  knowledge  of any  such  events,
      conditions and facts which it knows, or has reasonable  grounds to know,
      may materially affect ESSXSPORT's  business and prospects.  Neither this
      Agreement,  nor any  certificate,  exhibit,  schedule  or other  written
      document  or  statement,  furnished  to MBH or the MBH  Shareholders  by
      ESSXSPORT  in  connection  with the  transactions  contemplated  by this
      Agreement  contains or will  contain any untrue  statement of a material
      fact or omits or will  omit to state a  material  fact  necessary  to be
      stated in order to make the statements  contained  herein or therein not
      misleading.

                                  SECTION 6
                            ACCESS AND INFORMATION

6.1   Subject to the protections provided by subsection 7.4 herein,  ESSXSPORT
      shall  give  to  MBH,  the  MBH  Shareholders,   their  nominees  and/or
      assignees,  and their counsel,  accountants  and other  representatives,
      full access,  during normal  business hours  throughout the period prior
      to the Closing,  to all of  ESSXSPORT's  properties,  books,  contracts,
      commitments,   and  records,   if  any,   and  shall   furnish  the  MBH
      Shareholders  during such period  with all such  information  concerning
      ESSXSPORT's affairs as the MBH Shareholders reasonably may request.

                                  SECTION 7
                     ADDITIONAL COVENANTS OF THE PARTIES

7.1   COOPERATION.  Both the MBH  Shareholders  and ESSXSPORT  will  cooperate
      with each other and their respective counsel,  accountants and agents in
      carrying out the  transaction  contemplated  by this  Agreement,  and in
      delivering all documents and instruments deemed reasonably  necessary or
      useful by the other party.

7.2   EXPENSES.  Each of the parties  hereto  shall pay all of its  respective
      costs and expenses  (including  attorneys' and accountants'  fees, costs
      and  expenses)  incurred  in  connection  with  this  Agreement  and the
      consummation of the transactions contemplated herein.

7.3   PUBLICITY.  Prior to the Closing,  any written  news  releases or public
      disclosure  by  either  party  pertaining  to this  Agreement  shall  be
      submitted to the other party for its review and  approval  prior to such
      release or disclosure,  provided,  however, that (a) such approval shall
      not be  unreasonably  withheld,  and (b) such  review and approval shall
      not be required of  disclosures  required to comply,  in the judgment of
      counsel, with federal or state securities or corporate laws or policies.

                                       12
<PAGE>

7.4   CONFIDENTIALITY.  While  ESSXSPORT is obligated to provide access to and
      furnish   information  in  accordance  with  Section  6  herein,  it  is
      understood and agreed that such disclosure and information  subsequently
      obtained  as  a  result  of  such   disclosures   are   proprietary  and
      confidential  in  nature.  The  MBH  Shareholders  agree  to  hold  such
      information in confidence and not to reveal any such  information to any
      person who is not a party to this Agreement, or an officer,  director or
      key employee  thereof,  and not to use the information  obtained for any
      purpose  other  than   assisting  in  its  due   diligence   inquiry  in
      conjunction  with the transaction  contemplated by this Agreement.  Upon
      request of any party,  a  confidentiality  agreement,  acceptable to the
      disclosing  party,  will be executed  by any person  selected to receive
      such proprietary information, prior to receipt of such information.

                                  SECTION 8
            SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1   The representations,  warranties and covenants of those MBH Shareholders
listed in Exhibit A  contained herein shall survive the execution and delivery
of this  Agreement,  the  Closing  and the  consummation  of the  transactions
called for by this Agreement.  The  representations,  warranties and covenants
of ESSXSPORT  contained  herein shall  survive the  execution  and delivery of
this Agreement,  the Closing and the consummation of the  transactions  called
for by this Agreement.

                                  SECTION 9
                CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES

9.1   CONDITIONS TO OBLIGATIONS OF THE PARTIES.  The  obligations of ESSXSPORT
      and those MBH  Shareholders  listed in  Exhibit A  under this  Agreement
      shall be subject to the fulfillment,  on or prior to the Closing, of all
      conditions  elsewhere herein set forth,  including,  but not limited to,
      receipt by the appropriate party of all deliveries  required by Sections
      4 and 5  herein,  and  fulfillment,  prior  to  Closing,  of each of the
      following conditions:

      (a)   All  representations  and  warranties  made  by  MBH  Shareholders
            listed in Exhibit A and ESSXSPORT in this Agreement  shall be true
            and  correct in all  material  respects  on and as of the  Closing
            Date  with  the  same  effect  as  if  such   representations  and
            warranties had been made on and as of the Closing Date.

      (b)   MBH  Shareholders  listed in Exhibit A  and  ESSXSPORT  shall have
            performed  or  complied  with  all   covenants,   agreements   and
            conditions  contained in this  Agreement on their part required to
            be performed or complied with at or prior to the Closing.

      (c)   All material authorizations,  consents or approvals of any and all
            governmental  regulatory  authorities necessary in connection with
            the  consummation  of  the   transactions   contemplated  by  this
            Agreement  shall  have  been  obtained  and be in full  force  and
            effect.

                                       13
<PAGE>

      (d)   The  Closing  shall not  violate  any  permit or order,  decree or
            judgment  of any  court  or  governmental  body  having  competent
            jurisdiction  and there shall not have been  instituted  any legal
            or  administrative  action or proceeding to enjoin the transaction
            contemplated  hereby  or  seeking  damages  from  any  party  with
            respect thereto.

9.2         CONDITIONS  TO  OBLIGATIONS  OF  ESSXSPORT.   The  obligations  of
            ESSXSPORT to consummate the transactions  contemplated  herein are
            subject  to  satisfaction  (or  waiver  by it)  of  the  following
            conditions:

      (a)   Each  MBH  Shareholder,   or  their  nominees  and/or   assignees,
            acquiring Exchange Stock will be required,  at Closing,  to submit
            an agreement  confirming that all the Exchange Stock received will
            be acquired for  investment and not with a view to, or for sale in
            connection  with, any  distribution  thereof,  and agreeing not to
            transfer any of the Exchange  Stock for a period of two years from
            the  date of the  Closing,  except  for  those  transfers  falling
            within the exemption  from  registration  under the Securities Act
            of 1933 and any applicable  state securities laws, which transfers
            do not  constitute a public  distribution  of  securities,  and in
            which the  transferees  execute an  investment  letter in form and
            substance  satisfactory  to counsel for  ESSXSPORT.  The foregoing
            provision  shall not prohibit the  registration of those shares at
            any time  following the Closing.  Each MBH  Shareholder  acquiring
            Exchange  Stock will be required to transfer to  ESSXSPORT  at the
            Closing  his/her  respective  MBH  Shares,  free and  clear of all
            liens,  mortgages,   pledges,  encumbrances  or  changes,  whether
            disclosed or undisclosed.

      (b)   All schedules,  prepared by MBH  Shareholders  shall be current or
            updated as necessary as of the Closing Date.

      (c)   Each party  shall  have  satisfied  itself  that since the date of
            this  Agreement the business of the other party has been conducted
            in the  ordinary  course.  In  addition,  each  party  shall  have
            satisfied  itself that no withdrawals of cash or other assets have
            been made and no indebtedness  has been incurred since the date of
            this Agreement,  except in the ordinary course of business or with
            respect to services  rendered or expenses  incurred in  connection
            with the Closing of this  Agreement,  unless said  withdrawals  or
            indebtedness   were  either   authorized  by  the  terms  of  this
            Agreement or subsequently consented to in writing by the parties.

      (d)   Each party  covenants  that, to the best of its knowledge,  it has
            complied  in all  material  respects  with  all  applicable  laws,
            orders and regulations of federal,  state,  municipal and/or other
            governments  and/or  any  instrumentality  thereof,   domestic  or
            foreign,  applicable to their assets, to the business conducted by
            them and to the transactions contemplated by this Agreement.

                                       14
<PAGE>

9.3         CONDITIONS TO OBLIGATION OF THE MBH SHAREHOLDERS.  The obligations
            of the MBH  Shareholders  listed in  Exhibit A to  consummate  the
            transactions  contemplated  herein are subject to satisfaction (or
            waiver by them) of the following conditions:

      (a)   ESSXSPORT shall have provided to MBH Shareholders  through October
            31,  2003,  all  unaudited   financial   statements   prepared  in
            accordance  with  generally  accepted  accounting   principles  by
            independent   accountants  of  ESSXSPORT.   ESSXSPORT  shall  also
            provide,  as of a date within thirty days of Closing, an update on
            any material change in the aforementioned financial statements.

      (b)   Each party shall have granted to the other party  (acting  through
            its   management   personnel,   counsel,   accountants   or  other
            representatives  designated by it) full opportunity to examine its
            books and records, properties,  plants and equipment,  proprietary
            rights  and other  instruments,  rights and papers of all kinds in
            accordance  with Sections 4 and 5 hereof,  and each party shall be
            satisfied to proceed with the  transactions  contemplated  by this
            Agreement upon completion of such examination and investigation.

      (c)   ESSXSPORT  and MBH  Shareholders  shall  agree to  indemnify  each
            other  party  against  any  liability  to any  broker or finder to
            which that party may become obligated.

      (d)   ESSXSPORT  and the MBH  Shareholders  and their  respective  legal
            counsel  shall  have  received  copies  of all such  certificates,
            opinions and other  documents and instruments as each party or its
            legal counsel may  reasonably  request  pursuant to this Agreement
            or  otherwise  in  connection   with  the   consummation   of  the
            transactions  contemplated  hereby,  and  all  such  certificates,
            opinions  and other  documents  and  instruments  received by each
            party shall be reasonably satisfactory,  in form and substance, to
            each party and its legal counsel.

      (e)   Both MBH and  ESSXSPORT  shall  have the right to waive any or all
            of the  conditions  precedent  to its  obligations  hereunder  not
            otherwise legally required;  provided,  however, that no waiver by
            a party of any condition  precedent to its  obligations  hereunder
            shall constitute a waiver by such party of any other condition.

                                  SECTION 10
                        TERMINATION, AMENDMENT, WAIVER

10.1  This  Agreement may be terminated at any time prior to the Closing,  and
      the contemplated  transactions  abandoned,  without  liability to either
      party,  except with respect to the  obligations  of ESSXSPORT  and those
      MBH Shareholders listed in Exhibit A under Section 7.4 hereof:

                                       15
<PAGE>

      (a)   By mutual agreement of ESSXSPORT and the MBH Shareholders;

      (b)   If the Closing (as defined in Section 3)  has not have taken place
            on or prior to March 5, 2004,  this  Agreement  can be  terminated
            upon written  notice  given by  ESSXSPORT or the MBH  Shareholders
            which is not in material default;

      (c)   By  ESSXSPORT,  if in its  reasonable  believe  there  has  been a
            material  misrepresentation  or breach of  warranty on the part of
            any MBH  Shareholder  listed in  Exhibit A in the  representations
            and warranties set forth in the Agreement.

      (d)   By a majority of those MBH  Shareholders  listed in Exhibit A  (as
            measured by their equity  interest) if, in the  reasonable  belief
            of  any  such  MBH   Shareholders,   there  has  been  a  material
            misrepresentation  or breach of warranty on the part of  ESSXSPORT
            in the representations and warranties set forth in the Agreement;

      (e)   By ESSXSPORT or those MBH Shareholders  listed in Exhibit A if, in
            their  opinion or that of their  counsel,  the  Exchange  does not
            qualify for exemption from registration  under applicable  federal
            and  state  securities  laws,  or  qualification,  if  obtainable,
            cannot  be  accomplished  in  ESSXSPORT's  opinion  or that of its
            counsel, without unreasonable expense or effort;

      (f)   By ESSXSPORT or by a majority of those MBH Shareholders  listed in
            Exhibit A  (as measured by their equity  interest) if either party
            shall  determine  in its sole  discretion  that the  Exchange  has
            become  inadvisable or  impracticable by reason of the institution
            or threat by state, local or federal  governmental  authorities or
            by any other person of material  litigation or proceedings against
            any party [it being  understood and agreed that a written  request
            by a governmental  authority for  information  with respect to the
            Exchange,  which information could be used in connection with such
            litigation  or  proceedings,  may  be  deemed  to be a  threat  of
            material  litigation  or  proceedings  regardless  of whether such
            request  is   received   before  or  after  the  signing  of  this
            Agreement];

      (g)   By ESSXSPORT  if the business or assets or financial  condition of
            MBH,  taken  as  a  whole,  have  been  materially  and  adversely
            affected,  whether by the  institution  of litigation or by reason
            of  changes  or  developments  or in  operations  in the  ordinary
            course of  business or  otherwise;  or, by a majority of those MBH
            Shareholders  listed in  Exhibit A  (as  measured by their  equity
            interest)  if the  business or assets or  financial  condition  of
            ESSXSPORT,  taken as a whole,  have been  materially and adversely
            affected,  whether by the  institution  of litigation or by reason
            of  changes  or  developments  or in  operations  in the  ordinary
            course of business or otherwise;

                                       16
<PAGE>

      (h)   By a majority  of those MBH  Shareholders  if  ESSXSPORT  fails to
            perform material  conditions set forth in Sub-Section 9.1  and 9.3
            herein;

      (i)   By  ESSXSPORT  if the MBH  Shareholders  fail to perform  material
            conditions set forth in Sub-Section 9.1 and 9.2 herein; and

10.2  No  modification  or amendment of any provision of this Agreement  shall
      be effective unless  specifically made in writing and duly signed by the
      party to be bound.

                                  SECTION 11
                                MISCELLANEOUS

11.1  ENTIRE AGREEMENT.  This Agreement  (including the Exhibits and Schedules
      hereto) contains the entire  agreement  between the parties with respect
      to  the   transactions   contemplated   hereby,   and   supersedes   all
      negotiations,   representations,    warranties,   commitments,   offers,
      contracts,  and  writings  prior to the date  hereof.  No waiver  and no
      modification  or amendment of any provision of this  Agreement  shall be
      effective  unless  specifically  made in writing  and duly signed by the
      party to be bound thereby.

11.2  BINDING AGREEMENT.

      (a)   This  Agreement  shall become  binding upon the parties when,  but
            only when, it shall have been signed on behalf of all parties.

      (b)   Subject to the condition  stated in  subsection (a),  above,  this
            Agreement  shall be binding upon, and inure to the benefit of, the
            respective  parties  and their legal  representatives,  successors
            and assigns. This Agreement,  in all of its particulars,  shall be
            enforceable  by the  means set  forth in  subsection 11.9  for the
            recovery  of damages  or by way of  specific  performance  and the
            terms and conditions of this Agreement  shall remain in full force
            and effect  subsequent  to  Closing  and shall not be deemed to be
            merged into any  documents  conveyed and  delivered at the time of
            Closing.  In  the  event  that  subsection 11.9  is  found  to  be
            unenforceable  as to any party for any reason or is not invoked by
            any party,  and any person is required  to initiate  any action at
            law or in  equity  for  the  enforcement  of this  Agreement,  the
            prevailing  party in such litigation  shall be entitled to recover
            from the party determined to be in default,  all of its reasonable
            costs incurred in said litigation, including attorneys' fees.

11.3  COUNTERPARTS.   This   Agreement   may  be   executed  in  one  or  more
      counterparts,  each of which may be deemed an original, but all of which
      together, shall constitute one and the same instrument.

                                       17
<PAGE>

11.4  SEVERABILITY.  If any  provisions  hereof  are  to be  held  invalid  or
      unenforceable  by any court of competent  jurisdiction or as a result of
      future  legislative  action,  such  holding or action  shall be strictly
      construed  and  shall not  affect  the  validity  or effect or any other
      provision hereof.

11.5  ASSIGNABILITY.  This  Agreement  shall be binding  upon and inure to the
      benefit of the successors and assigns of the parties  hereto;  provided,
      that neither this Agreement nor any right  hereunder shall be assignable
      by the MBH  Shareholders  or ESSXSPORT  without prior written consent of
      the other party.

11.6  CAPTIONS.  The captions of the various  Sections of this  Agreement have
      been inserted only for  convenience of reference and shall not be deemed
      to modify,  explain,  enlarge or restrict any of the  provisions of this
      Agreement.

11.7  GOVERNING  LAW.  The  validity,   interpretation,  and  effect  of  this
      Agreement  shall be  governed  exclusively  by the laws of the  State of
      California.

11.8  JURISDICTION AND VENUE.  Each party hereto  irrevocably  consents to the
      jurisdiction  and venue of the state or  federal  courts  located in Los
      Angeles  County,  State of  California,  in connection  with any action,
      suit,  proceeding or claim to enforce the provisions of this  Agreement,
      to recover  damages for breach of or default  under this  Agreement,  or
      otherwise  arising under or by reason of this Agreement.  The prevailing
      party may recover costs and reasonable attorney's fees.

11.9  ARBITRATION.  Any dispute  between  the  parties  relating in any way to
      this Agreement or any of its terms and provisions  shall be submitted to
      binding  arbitration  before a single  arbitrator in Los Angeles County,
      Calif.,  before JAMS and the prevailing party in such arbitration  shall
      have the  right to have any award  made by  arbitrators  confirmed  by a
      court of competent  jurisdiction.  The provisions of section  1283.05 of
      the CA Code of Civil  Procedure,  authorizing  and taking of depositions
      and obtaining  discovery are  incorporated  herein by this reference and
      shall be  applicable  to any  such  arbitration.  Any  such  arbitration
      shall be  conducted  in an  expeditious  manner.  Any  such  arbitration
      shall be governed  by the JAMS  complex  arbitration  rules and the JAMS
      optional arbitration appeal procedure.

                                       18
<PAGE>

11.10 NOTICES. All notices,  requests,  demands and other communications under
      this  Agreement  shall be in writing and  delivered in person or sent by
      certified mail, postage prepaid and properly addressed as follows:

            TO MBH SHAREHOLDERS:

                  Forest, Glenneyre and Associates, Inc.
                  301 Forest Avenue
                  Laguna Beach, CA 92610
                  Fax (949) 494-4950

            TO ESSXSPORT:

                  Bruce Caldwell, President
                  Essxsport Corp.
                  9812-14 Glenoaks Blvd.
                  Sun Valley, California 91352
                  Fax (817) 282-4301

      Any party may from time to time  change its  address  for the purpose of
      notices to that party by a similar notice specifying a new address,  but
      no such  change  shall be deemed to have been given until it is actually
      received by the respective party hereto.

      All notices and other  communications  required or permitted  under this
      Agreement  which are  addressed  as  provided  in this  Section 11.9  if
      delivered  personally,   shall  be  effective  upon  delivery;  and,  if
      delivered by mail,  shall be effective  three days following  deposit in
      the United States mail, postage prepaid.

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

                                    ESSXSPORT CORP.

                                    By:   ________________________________
                                          Bruce Caldwell, President

                                    MBH SHAREHOLDERS

                                    By:   ________________________________
                                          Elana Morgan, President
                                          Forest, Glenneyre and Associates, Inc.

                                    By:   ________________________________
                                          Albert Aimers, Secretary
                                          Working Capital, Inc.

                                       19
<PAGE>

                                  EXHIBIT A

                   SHAREHOLDERS OF MISS BEVERLY HILLS, INC.

                                         MBH          ESSX
            SHAREHOLDER                 NUMBER       NUMBER
            -----------               OF SHARES     OF SHARES
                                      ---------     ---------
Working Capital, Inc.                 3,000,000    37,500,000
Forest, Glenneyre & Associates, Inc.  1,800,000    22,500,000
                                     -------------------------
               TOTAL                  4,800,000    60,000,000

                                       20
<PAGE>

                                SCHEDULE LIST


Schedule 4.1(b):  Miss Beverly Hills, Inc., Common Stock, Options and Warrants
                  Outstanding

Schedule 4.1(c):  Miss Beverly Hills, Inc. Subsidiaries

Schedule 4.1(f):  Litigation Involving Miss Beverly Hills, Inc.

Schedule 4.1(g):  Absence of Certain Changes - Miss Beverly Hills, Inc.

Schedule 4.1(h):  Asset Ownership Exceptions

Schedule 5.1(b):  Essxsport Corp., Common Stock, Options and Warrants
                  Outstanding

Schedule 5.1(j):  Essxsport Corp., Tax Matters

                                       21
<PAGE>

                               SCHEDULE 4.1(B)

                   MISS BEVERLY HILLS, INC., COMMON STOCK,
                       OPTIONS AND WARRANTS OUTSTANDING

NONE.

                                       22
<PAGE>

                               SCHEDULE 4.1(C)

                    MISS BEVERLY HILLS, INC. SUBSIDIARIES

NONE.

                                       23
<PAGE>

                               SCHEDULE 4.1(F)

                LITIGATION INVOLVING MISS BEVERLY HILLS, INC.

NONE.

                                       24
<PAGE>

                               SCHEDULE 4.1(G)

            ABSENCE OF CERTAIN CHANGES - MISS BEVERLY HILLS, INC.

NONE.

                                       25
<PAGE>

                               SCHEDULE 4.1(H)

                          ASSET OWNERSHIP EXCEPTIONS

NONE.

                                       26
<PAGE>

                               SCHEDULE 5.1(B)

       ESSXSPORT CORP., COMMON STOCK, OPTIONS AND WARRANTS OUTSTANDING

NONE.

                                       27
<PAGE>

                               SCHEDULE 5.1(J)

                         ESSXSPORT CORP., TAX MATTERS

NONE.

                                       28
<PAGE>