EXHIBIT 10(B)

                    AGREEMENT FOR PURCHASE AND SALE OF ASSETS

This Agreement is made as of March 28, 2000, at 9822 Glenoaks Blvd., Sun Valley,
California 91352, among EssxSport Corporation, (ESSXSPORT), a Nevada corporation
and PACIFIC  MAT,  INC.  (Pacific  Mat),  a  California  corporation  having its
principal office at 9822 Glenoaks Blvd., Sun Valley,  California 91352; Uli Gag,
(Shareholder),  residing at 13213 Wentworth St, Arleta,  California  91331;  and
PACIFIC MAT are collectively  referred to Agreement for the Purchase and Sale of
Assets (Agreement) as Selling Parties.

ESSXSPORT  shall  purchase  from  PACIFIC  MAT and  PACIFIC  MAT  shall  sell to
ESSXSPORT,  on the  terms and  subject  to the  conditions  as set forth in this
Agreement  all the  business  and  properties  of PACIFIC  MAT, set forth in the
attached  Schedule  of Assets in  exchange  for  shares of  restricted  stock in
ESSXSPORT.  It is the agreed by the  Selling  Parties  and  ESSXSPORT  that this
transaction be consummated, consistent with the proposed conditions as set forth
in this Agreement as follows:

                           #1 TAX FREE REORGANIZATION

To the extent  permissible under the applicable laws,  PACIFIC MAT and ESSXSPORT
intend to enter into an Agreement  qualifying as a plan of reorganization  under
Internal Revenue Code section 368(a)(1)(C). In the event this Agreement does not
qualify as a tax free reorganization  under the applicable Internal Revenue Code
sections, said non-qualification shall not void the Agreement.

                         #2. TO SELL AND TRANSFER ASSETS

Subject to the terms and  conditions  set forth in this  Agreement,  PACIFIC MAT
will sell, convey,  transfer,  assign,  and deliver to ESSXSPORT,  and ESSXSPORT
will purchase from PACIFIC MAT, the assets,  properties, and business of PACIFIC
MAT  (all of  which  are  sometimes  collectively  referred  to as the  Assets),
including, the following:

     (1) All property  and other  rights  listed as assets of PACIFIC MAT in the
Schedule of Assets  attached to this  Agreement,  other than property and rights
specifically excluded;

     Schedule A consists of all assets of Pacific Mat,  Inc.  including  but not
limited  to,  furniture,  equipment,  patterns,  drawings,  all other  supplies,
materials,  work in process,  finished goods,  equipment,  machinery,  fixtures,
claims and rights under leases,  contracts,  notes,  evidences of  indebtedness,
purchase  and  sales  orders,  title  to  assets,   customer  lists,  employment
contracts, employee benefit plans, insurance policies relating to the conduct of
the business, copyrights, service marks, trademarks, trade names, trade secrets,
patents, patent applications, licenses, and royalty rights.

     NOTE: Schedule A does not include Pacific Mat Inc. Logo

                       #3 ACCURACY OF FINANCIAL STATEMENTS

The terms set forth in this Agreement are based on the parties'  assumption that
PACIFIC MAT's Schedule of Accounts  Payable and Receivable,  balance sheet as of
April 15, 2000,  and its profit and loss  statement for the 12 month period then
ended have been  prepared  in  accordance  with  generally  accepted  accounting
principles  consistently  applied and that the balance  sheet fairly  represents
PACIFIC MAT's financial condition at that time and the results of its operations
for that period.

                           #4 CONSIDERATION AT CLOSING

As full payment for the  transfer of the Assets to  ESSXSPORT,  ESSXSPORT  shall
deliver as soon after the Closing is  concluded,  50,000  shares of  ESSXSPORT's
common  stock,__[having  a par value of $_ _$.050_ _ per share,]__ which must be
issued as follows:  _ Pacific Mat, Inc _.  ESSXSPORT  and PACIFIC MAT intend the
stock to be characterized as Section 144 restricted  shares under the provisions
of the applicable Internal Revenue Code.

                             #5 ACCOUNTS RECEIVABLE

Selling  Parties will deliver to ESSXSPORT on the closing date a schedule of all
accounts  receivable  and their  amounts,  together  with a correct and complete
aging of these  accounts,  and a schedule of all  inventories  of raw materials,
work in process, finished goods, and supplies of PACIFIC MAT and Subsidiary, and
the cost of each of these items,  as of the last business day before the closing
date.

              #6 ASSIGNMENT OF ACCOUNTS RECEIVABLE PRIOR TO CLOSING

Prior to the  Closing,  Pacific  Mat shall  present and assign to  EssxSport  an
accurate  and  verifiable  Schedule  of  Accounts  Receivable.  Pacific Mat will
authorize  and approve the  factoring  of said  Schedule of Accounts  Receivable
presented and assigned to EssxSport.  Directly from the funds  received from the
factored Schedule of Accounts Receivable,  EssxSport shall, on behalf of Pacific
Mat pay vendors as  designated  and listed on a Schedule of Vendors and Accounts
Payable.  Both the Schedule of Accounts  Receivable  and the Schedule of Vendors
and Accounts  Payable are  attached  hereto and by this  reference  incorporated
herein.

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                               #8 FACILITIES LEASE

PACIFIC  MAT until  the  Closing,  shall  continue  to lease  the  manufacturing
building located at 9822 Glenoaks Blvd.,  Sun Valley,  CA 91352 in its name, and
shall be  responsible  for the  payment  of the  lease,  until  June  30,  2000.
ESSXSPORT  shall  reimburse  PACIFIC MAT for the facility lease payments for May
and June 2000.

                                #9 PURCHASE PRICE

The purchase price of the Assets will be as follows:  _ $13,000.00 for equipment
and  furniture,  $12,000.00  for patterns and designs.  Each of the parties must
report  this  transaction  for  federal tax  purposes  in  accordance  with this
allocation of the purchase price.

                             #10 SHAREHOLDER PAYMENT

In addition to the  foregoing  payment for the Assets,  the parties  acknowledge
that   Shareholder   is  also  entitled  to  the  payment  of  $10,000  for  the
Shareholder's  execution  of a  non-competition  covenant,  a copy of  which  is
attached  hereto and made a copy hereof.  This  Agreement  initiates a $5,000.00
payment at signing, and a $5,000.00 payment within 6 months.

                            #11. EXCISE AND USE TAXES

PACIFIC MAT will pay all sales and use taxes  arising  from the  transfer of the
Assets and will pay its portion,  prorated as of the closing  date, of state and
local real and personal  property  taxes of the business.  ESSXSPORT will not be
responsible for any business, workmen's compensation, employee benefit expenses,
occupation, withholding, or similar tax, or any taxes of any kind related to any
period before the closing date.

                       #12. WARRANTIES OF SELLING PARTIES

Selling  Parties,  jointly  and  severally,  warrant  that:  PACIFIC  MAT  is  a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of California  and has all necessary  corporate  powers,  right,  title and
interest to sell and/or  transfer its properties and operate its business as now
owned and operated by it; that its  operations do not infringe on any trademark,
service mark,  trademark  registration  or application,  trade name,  copyright,
patent,  or  patent  application  belonging  to any  other  party.  Neither  the
ownership of its properties nor the nature of its business  requires PACIFIC MAT
to be qualified in any jurisdiction other than the state of its incorporation.

                              #13. CONFIDENTIALITY

ESSXSPORT and PACIFIC MAT will keep in strict  confidence  any  confidential  or
proprietary  matters  (except  publicly  available or freely usable  material as
otherwise obtained from another source) respecting either party.

                                 #14. PUBLICITY

Neither party will issue any public  announcement about the transaction  without
the approval of the other party,  except as required by law (it being noted that
the  parties  have  mutually  approved  a  public   announcement  to  be  issued
simultaneously with this Agreement).

                             #15. FEES AND EXPENSES

Each party will pay the legal and other fees and  expenses  incurred  by it with
respect to the transaction, whether or not closing occurs

                               #16. BROKER'S FEES

At the Closing,  there are no other  brokerage  or finder's  fees payable by the
parties to this Agreement.

                     #17 NO NEGOTIATIONS WITH OTHER PARTIES

PACIFIC MAT represents that it is not  negotiating  with any other party for the
sale of its business and has not entered  into any  understanding  about a sale,
whether binding or not, and, unless its  negotiations  with EssxSport  terminate
earlier,  it will not negotiate for the sale of or offer to sell its business to
any other party without ESSXSPORT's consent for ninety (90) days.

                                  #18 EXPENSES

Each party will pay all costs and  expenses  incurred or to be incurred by it in
negotiating  and  preparing  this  agreement and in closing and carrying out the
transactions contemplated in this agreement.

                             #19 EFFECT OF HEADINGS

The subject  headings of the paragraphs and  subparagraphs of this agreement are
included  for  convenience   only  and  will  not  affect  the  construction  or
interpretation of any of its provisions.

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                                 #20. WORD USAGE

     Unless the context clearly requires otherwise:

     1.   Plural and  singular  numbers will each be  considered  to include the
          other;

     2.   The masculine, feminine, and neuter genders will each be considered to
          include the others;

     3.   "Shall," "will," "must," "agree," and "covenants" are each mandatory;

     4.   "May" is permissive;

     5.   "Or" is not exclusive;

                              #21. ENTIRE AGREEMENT

This agreement  constitutes the entire agreement between the parties  pertaining
to  the  subject   matter   contained  in  it  and   supersedes  all  prior  and
contemporaneous agreements,  representations, and understandings of the parties.
No  supplement,  modification,  or amendment of this  agreement  will be binding
unless  executed  in  writing  by  all  the  parties.  No  waiver  of any of the
provisions of this agreement will be considered, or will constitute, a waiver of
any other  provision,  and no waiver will  constitute  a continuing  waiver.  No
waiver  will be binding  unless  executed  in  writing  by the party  making the
waiver.

                                #22. COUNTERPARTS

This agreement may be executed simultaneously in one or more counterparts,  each
of  which  will be  considered  an  original,  but all of  which  together  will
constitute one and the same instrument.

                             #23 PARTIES IN INTEREST

Nothing in this agreement, whether express or implied, is intended to confer any
rights or remedies  under or by reason of this  agreement  on any persons  other
than the parties to it and their respective  successors and assigns;  nothing in
this  agreement is intended to relieve or discharge the  obligation or liability
of any third persons to any party to this agreement;  and no provision will give
any third persons any right of  subrogation  or action against any party to this
agreement.

                                 #24. ASSIGNMENT

This agreement will be binding on, and will inure to the benefit of, the parties
to it  and  their  respective  heirs,  legal  representatives,  successors,  and
assigns,  provided  that  Buyer may not  assign  any of its  rights  under  this
agreement  except to a wholly owned  subsidiary  corporation  of Buyer.  No such
assignment by Buyer to its wholly owned  subsidiary will relieve Buyer of any of
its obligations or duties under this agreement.

                            #25 SPECIFIC PERFORMANCE

Each party's  obligation  under this  agreement  is unique.  If any party should
default in its obligations  under this agreement,  the parties each  acknowledge
that it would be  extremely  impracticable  to measure  the  resulting  damages;
accordingly,  the  nondefaulting  party or  parties,  in  addition  to any other
available rights or remedies,  may sue in equity for specific  performance,  and
the parties  each  expressly  waive the defense that a remedy in damages will be
adequate.  Despite  any breach or default by any of the  parties of any of their
respective  representations,  warranties,  covenants,  or agreements  under this
agreement,  if the purchase and sale  contemplated  by it will be consummated at
the Closing, each of the parties waives any rights that they may have to rescind
this  agreement or the  transaction  consummated by it provided that this waiver
will not affect any other rights or remedies available to the parties under this
agreement or under the law.

                             #26 LITIGATION EXPENSES

If any  legal  action,  arbitration,  or other  proceeding  is  brought  for the
enforcement  of this  agreement,  or  because  of an  alleged  dispute,  breach,
default, or  misrepresentation  in connection with any of the provisions of this
agreement,  the  successful or  prevailing  party or parties will be entitled to
recover  reasonable  attorney  fees and other  costs  incurred in that action or
proceeding, in addition to any other relief to which they may be entitled.

                                 #27 TERMINATION

Subject to the  provisions of paragraph 33 relating to the  postponement  of the
closing  date,  any party may on the  closing  date  terminate  this  agreement,
without liability to any other:

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     (1) If any bona fide action or proceeding  is pending  against any party on
the closing date that could result in an unfavorable judgment,  decree, or order
that would prevent or make unlawful the  performance of this agreement or if any
agency of the  federal or any state  government  has  objected  at or before the
closing  date to this  acquisition  or to any  other  action  required  by or in
connection with this agreement.

     2) If the  legality and  sufficiency  of all steps taken and to be taken by
the parties and their  shareholders in carrying out this agreement have not been
approved by counsel as required by this agreement; or

                       #28 DEFAULTS PERMITTING TERMINATION

If either  Buyer or  Selling  Parties  materially  default in the due and timely
performance  of any of their  warranties,  covenants,  or agreements  under this
agreement,  the  nondefaulting  party or parties  may on the  closing  date give
notice of termination of this agreement, in the manner provided in paragraph 27.

The notice will specify with  particularity the default or defaults on which the
notice is based.  The termination will be effective seven days after the closing
date, unless the specified default or defaults have been cured on or before this
effective date for termination.

                                 #29 WARRANTIES

The  warranties  made by the  parties to this  agreement,  and their  respective
obligations to be performed  under its terms at or before the closing date, will
expire  with,  and  be  terminated  and  extinguished   by,  the  Closing,   and
consummation of the closing will be conclusive evidence that each party is fully
satisfied with the facts  constituting  the basis of the warranties of the other
parties and with the performance of their  obligations.  This paragraph will not
affect any  obligation of any party under this agreement that is permitted to be
performed, in whole or in part, after the Closing.

                               #30. SURVIVABILITY

All representations,  warranties,  covenants, and agreements of the parties will
survive  the  closing,  except that the  warranties  made in this  agreement  by
Selling Parties  regarding the following  matters will terminate two years after
the closing  date,  and they will have no liability to Buyer for any breaches or
defaults on these matters,  unless Buyer makes a claim for the breach or default
within this two year period:

This  limitation  period for the survival of the  above-specified  warranties of
Selling  Parties will not apply to any  fraudulent  breach,  representation,  or
warranty, or to any breach or inaccuracy in any representation or warranty known
to Selling Parties on or before the closing date.

                                  #31. NOTICES

All notices,  requests,  demands,  and other communications under this agreement
must be in writing and will be considered to have been duly given on the date of
service if served  personally on the party to whom notice is to be given,  or on
the  third  day after  mailing  if  mailed to the party to whom  notice is to be
given,  by first class mail,  registered  or  certified,  postage  prepaid,  and
properly addressed as follows:

Essxsport Corp.
3625 Conflans Road.
Irving, TX 75061

Ulrich Gag
13213 Wentworth Street
Arleta, CA 91331

Any party may change its address for  purposes of this  paragraph  by giving the
other parties written notice of the new address in the manner set forth above.

                               #32. GOVERNING LAW

This agreement  will be construed in accordance  with, and governed by, the laws
of the State of  California  as  applied  to  contracts  that are  executed  and
performed entirely in California.

                                  #33. CLOSING

The transfer of assets by PACIFIC MAT to ESSXSPORT shall take place from time to
time prior to the Closing, with the final transfer of assets taking place at the
offices  of PACIFIC  MAT on May 15,  2000 at  10:00am,or  at such other time and
place the parties may in writing prior to the Closing date.

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                                  #34 ENTIRETY

If any provision of this agreement is held invalid or unenforceable by any court
of final jurisdiction, it is the intent of the parties that all other provisions
of this agreement be construed to remain fully valid,  enforceable,  and binding
on the parties.

SIGNATURES:                             DATE: MARCH 28, 2000

EssxSport Corporation

By /s/ Bruce Caldwell
Bruce Caldwell, President

By /s/ Wayne Farrar
Wayne Farrar, CFO

The foregoing Agreement is confirmed:

PACIFIC MAT

By /s/ Ulrich Gag
Uli Gag, President

By /s/ Ulrich Gag
Uli Gag, Shareholder

                          DOCUMENTS TO BE INCORPORATED:

                               SCHEDULE OF ASSETS

                         LETTER OF ACCEPTANCE OF ASSETS

                     NON-COMPETITION AGREEMENT WITH ULI GAG

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