EXHIBIT 10.21

                     CAVALCADE OF SPORTS MEDIA, INC.

                 PROFESSIONAL SERVICES COMPENSATION PLAN

     THIS PROFESSIONAL SERVICES COMPENSATION PLAN,adopted by the
Board of Directors of Cavalcade of Sports Media, Inc. (the "Company")
this 2nd day of December, 2002,

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 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 and nothing in this Plan shall
be deemed to give any officer, manager, employee, consultant,
professional or advisor any right to participate in this Plan or to
receive shares.

                                    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 Professional Services Compensation Plan.

2.  Administration.  (a)  This Plan shall be administered by the
Board of Directors which 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 Plan was adopted by a unanimous vote of the Board of
Directors on December 2, 2002.


                                       Edward Litwak, Chairman


                                       Donald Parson


                                       Michael F. Carroll