ACTION STOCKS

                            Intelligent Sports, Inc.

                             AGREEMENT FOR SERVICES

         WHEREAS Intelligent Sports, Inc. (the "Client"), desires to secure
fully reporting status with the Securities and Exchange Commission of the United
States and likewise secure public listing on OTC-BB;

         WHEREAS the Company proposes that Action Stocks. Inc. ("ACTION STOCKS,
INC.") coordinate the process via the performance of certain services to include
corporate documentation and filing services for the client in conjunction with
public listing on OTC-BB(R) and the development of a Registration Statement for
the purposes of satisfying the Securities and Exchange Act(s) of 1933 and/or
1934, as amended, (and other applicable rules and regulations of the Securities
Exchange Commission or State Securities Divisions (Blue Sky Laws) thereunder
(collectively called the "Regulations"));

         WHEREAS ACTION STOCKS, INC. desires to perform such services for the
Company;

         THEREFORE, the parties hereto mutually covenant and agree as follows

1. Duties of ACTION STOCKS, INC.: ACTION STOCKS, INC. will cover all fees for
the provided services outlined below. These services include:

     (a) "Transfer Agent"- assist the client in setting up account with proper
transfer agent. Assist in consulting the client with the issuance of stock to
shareholders.

     (b) "SEC Registration Statement" - the coordination, compilation and/or
filing of documentation requisite to SB-2 registration with the SEC in
accordance with the provisions of the Act and likewise in accordance with the
rules and regulations promulgated by the relevant State Blue Sky laws.

     (c) "SEC Comment Letter Support" - answer any and all comment 1etters from
the SEC incident to the filing of the Client's Registration Statement

     (d) "Form 211 Development" - the compilation and preparation of Form 211 in
satisfaction of Rule 15(c)211 of the Exchange Act of 1934 to be filed with the
NASD, by the appropriate licensed market maker of ACTION STOCKS, INC., as the
original application for listing of the securities of the Client on the
OTC-BB(R). Included under this subparagraph are the following documents and
services;

          (1)  Form 211 Disclosure Document;
          (2)  Appropriate Exhibits;
          (3)  Application and Coordination Work with a Transfer Agent; and
          (4)  Financial Statement Audit Coordination.



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(e) "Market Maker Introduction" - assist the Client with identifying appropriate
and duly licensed level three market makers,  who may file the Client's Form 211
with the NASD for the listing of the Clients securities on the OTC-BB(R);

     (f) "NASD Comment Letter  Support" - assist the Client in answering any and
all comment  letters from the NASD  incident to the filing of the Client's  Form
211 as outlined above;

     (g)  "Edgarizaton"-  ACTION STOCKS,  INC. will set up and file  appropriate
forms with the client's Edgar filer.  ACTION  STOCKS,  INC. will cover all costs
associated with SEC filings.

     (h) "Market  Support"-  Once publicly  traded ACTION  STOCKS,  INC. will be
engaged to provide their standard six month promotional campaign.

     (i)  "Consulting  Agreement"-  ACTION STOCKS,  INC will file an initial S-8
Registration for the Client to be filed once publicly traded.

2.  Optional  Services:  "Standard  &  Poors  -  Market  Access  Service"  - the
preparation of the initial  application and subsequent  follow up (i.e. point of
contact) to have the Client  listed with Standard & Poor's  Corporation  Records
("S&P") to enable the Client's  shareholders  to qualify for the Blue Sky Manual
Exemption in up to thirty-eight states for all non-issuer  transactions.  ACTION
STOCKS,  INC.  will also oversee the filing of such state  non-issuer  exemption
notice  filings upon listing in S&P.  Fees for any  optional  services  shall be
agreed by the parties prior to the commencement of such services.

3. Client to Provide  Information:  Client agrees to provide ACTION STOCKS, INC.
with any information and documents as may be requested by ACTION STOCKS, INC. in
connection  with the services to be performed  for Client.  Client shall provide
ACTION STOCKS,  INC. with an overnight express or similar account number (FedEx,
AirBorne Express,  UPS, DHL, etc. ..) which will be used by ACTION STOCKS,  INC.
when sending any documentation  related to Client's contract ACTION STOCKS, INC.
(see other expenses). Client shall be solely responsible for the accuracy of the
information  and  representations  contained in any  documents to be prepared by
ACTION STOCKS, INC. on behalf of Client. Any filings which receive  "deficiency"
or "comment" notices from a regulatory agency due to insufficient,  incorrect or
conflicting  information or otherwise requiring further clarification,  shall be
forwarded to ACTION STOCKS,  INC. and shall be addressed in conjunction with the
additional information or assistance provided by the client.  Additionally,  all
required documents,  which inc1udes audited financial  statements of the Client,
must be furnished to ACTION STOCKS,  INC. by the Client in a timely fashion when
required  as a part of the  services  to be  provided  to the  Client  by ACTION
STOCKS, INC. pursuant to the terms of this Agreement.

4.  Compensation:  Client  shall  provide  $50,000 USD) and 13% equity of common
stock  of the  Client  - whuch  shall  be  registered  in the  SB-2  filing - as
compensation  to ACTION  STOCKS,  INC. for the services  provided and  described
herein.  ACTION STOCKS, INC.'s compensation shall consist of and be disbursed as
follows;

          (A)  Client  disburses and ACTION  STOCKS,  INC.  collects  payment of
               $25,000 USD upon the execution of this Agreement;


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                                 ACTION STOCKS

          (B)  Client disburses and ACTION STOCKS,  INC.  collects 13% equity of
               common  stock of the Client - which  shall be  registered  in the
               SB-2 filing;

          (C)  Client disburses and ACTION STOCKS,  INC.  collects payment of an
               additional  $25,000 USD upon the completion SB-2 Registration but
               prior to submission of Form 211.

     5. Timely  review by client;  The Client hereby  ackowledges  that part and
parcel of the public  listing  process  mandates a prudent and timely  review of
documentation  on its part.  The client  warrants that it shall take  reasonably
steps  necessary  to  expeditiously   review  and   authorization  any  and  all
documentation  submitted to it by ACTION STOCKS,  INC. and ACTION  STOCKS,  INC.
shall not  responsible  for any delays  caused  directly  or  indirectly  by the
client.  Likewise,  ACTION STOCKS,  INC. is not responsible for any delays which
may arise as a result of pendency before  regulatory  authorities  including the
SEC, the NASD, or State regulatory  authorities.  ACTION STOCKS, INC. assumes no
responsibility for any occurrences beyond its control, including but not limited
to federal or state filing  backlogs or agency  computer  breakdowns,  which may
result in processing  delays.  ACTION STOCKS,  INC. will use its best efforts to
secure  registration for Client but cannot guarantee that any registration  will
be granted;  however,  in the event that the failure to obtain a registration is
directly  attributable  to an error or oversight  on the part of ACTION  STOCKS,
INC., ACTION STOCKS, INC. will use its best efforts to resolve the problem at no
additional  expense to Client, In no event will ACTION STOCKS, INC be liable for
actual, incidental,  consequential, related or any other type of damages, in any
amount, attributable to such error or oversight on the part of the Client.

     6.  Representations  and Warranties of the Company.  The Company represents
and warrants to ACTION STOCKS, INC. that;

(A)  When any  documentation  pertaining  to the Client  Company is drafted  and
     finalized  and at all times  subsequent  thereto  up to and  including  the
     termination of this Agreement, the documentation and any amendments thereto
     will comply in all material  respects  with the  provisions of the Act (and
     the  Rules  and  Regulations)  (as  promulgated  by  state  and/or  federal
     regulatory  authorities)  and will not  contain any untrue  statement  of a
     material  fact or omit to state any  material  fact  required  to be stated
     therein or necessary to make the statements therein not misleading, and the
     documents  supplied  to  ACTION  STOCKS,  INC.  by the  Company  - and  any
     supplements  thereto  will not contain any untrue  statement  of a material
     fact or omit to state  any  material  fact  necessary  in order to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading.

(B)  It is  expressly  understood  and  expected by both  parties and  expressly
     warranted  by  the  Company  that  any   documentation   which  preparation
     facilitated by ACTION  STOCKS,  INC. or any  documentation  filed by ACTION
     STOCKS,  INC. and  referred to herein,  shall be reviewed by the Company or
     its appointees of sufficient  competence for any material  deficiencies  in
     such a manner  as to  ensure  accuracy  and full and fair  disclosure.  The
     Company  warrants that it shall take prudent steps necessary to ensure that
     any such documentation  contain no material  misrepresentatons or omissions
     and hereby  acknowledges  that ACTION STOCKS, INC. is not  responsible  for
     ensuring the accuracy or  sufficiency of any  documentation  or disclosures
     therein.


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                                 ACTION STOCKS

(C)  The Securities of the Company  conform - in all material  respects - to the
     description thereof contained in the relevant documentation provided by the
     Client.

(D)  There is no material  litigation or  governmental  proceeding  pending,  to
     which the  Company  (or any  subsidiary)  is a party or of which any of its
     property is the subject,  and, to the best of the Company's  knowledge,  no
     such proceeding is threatened or contemplated. No contract or document of a
     character required to be described in any formal filing is not so described
     or filed as required.

(E)  This Agreement has been duly  authorized,  executed and delivered on behalf
     of the Company and is a valid and binding obligation of the Company, except
     as rights to indemnify  and  contribution  hereunder  may be limited  under
     applicable law.

(F)  No stop order suspending the  effectiveness  of the efforts  anticipated by
     this  Agreement has been issued no  proceedings  for that purpose have been
     taken or are pending or, to the knowledge of the Company, threatened by the
     Commission.

(G)  The  Company has good and  marketable  title to all  properties  and assets
     described  in the  documentation  as  owned by it,  free  and  clear of all
     security interests,  liens, charges,  encumbrances or restrictions,  except
     such  as are  described  or  referred  to in the  documentation  or are not
     materially  significant  or  important  in relation to the  business of the
     Company, and its subsidiaries, taken as a whole, except as described in the
     documentation.

(H)  Indemnification  and Contribution.  (a) The Company agrees to indemnify and
     held harmless  ACTION STOCKS,  INC.,  its officers and directors,  and each
     person,  if any, who controls  ACTION  STOCKS,  INC.  within the meaning of
     either Section 15 of the Act or Section 20 of the  Securities  Exchange Act
     of 1934,  and any  agents or  employees  of ACTION  STOCKS,  INC,  from and
     against any and all losses, claims,  damages, and liabilities caused by any
     untrue written  statement or a1leged untrue written statement of a material
     fact,  provided by the Company,  contained in any formal filing or offering
     document or  supplemental  documentation  caused by any omission or alleged
     omission to state therein a material fact required to be stated  therein or
     necessary  to make the  statements  therein  not  misleading,  or caused by
     virtue of any willful conduct of the Company in violation of this Agreement
     or any willful failure to comply with fed and/or state securities rules and
     regulations.  Such  indemnification  includes any and all costs incident to
     such legal claims as may be made against ACTION STOCKS, INC. from any claim
     arising from the scope of the activities contemplated in this Agreement.

(I)  Indemnification  and  Contribution.  (a)  ACTION  STOCKS,  INC.  agrees  to
     indemnify and hold harmless the Company,  its officers and  directors,  and
     each person,  if any, who controls the Company within the meaning of either
     Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934,
     and any agents or employees  of the  Company,  from and against any and all
     losses,  claims,  damages,  and  liabilities  caused by any untrue  written
     statements or alleged untrue written statement of a material fact, provided
     by ACTION STOCKS, INC., contained in any formal filing or offering document
     or supplemental documentation caused by any omission or alleged


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                                 ACTION STOCKS

     omission to state therein a material fact required to be stated  therein or
     necessary  to make the  statements  therein  not  misleading,  or caused by
     virtue of any willful  conduct of ACTION STOCKS,  INC. in violation of this
     Agreement  or any  willful  failure to comply  with  federal  and/or  state
     securities rules and regulations. Such indemnification includes any and all
     costs incident to such legal claims as may be made against the Company from
     any claim  arising from the scope of the  activities  contemplated  in this
     Agreement.

7. Independent Contractor Status: ACTION STOCKS, INC. shall perform its services
under this  contract  as an  independent  contractor  and not as an  employee of
Client or an affiliate thereof. It is expressly  understood and agreed to by the
parties hereto that ACTION  STOCKS,  INC. shall have no authority to act for, or
represent  or bind  Client or any  affiliate  thereof in any  manner,  except as
provided for expressly in this Agreement or in writing by Client.

8. Late Fees: Any ACTION STOCKS,  INC.  invoice not paid within thirty (30) days
of such billing is subject to a 1.5% monthly  interest  charge.  ACTION  STOCKS,
INC.  reserves the right to use any and all means of collection  available under
applicable law to collect any amount past due.

9. Amendment and  Modification: Subject to applicable law, this Agreement may be
amended,  modified or supplemented  only by a written  agreement  signed by both
parties. No oral modifications to this Agreement may be made.

10. Entire Agreement:  This Agregment contains the entire understanding  between
and among the parties and  supersedes  any prior  understandings  and agreements
among them  respecting  the  subject  matter of this  Agreement.  The failure by
ACTION  STOCKS,  INC. to insist on strict  performance  of any term or condition
contained in this Agreement shall not be construed by Client as a waiver, at any
time, of any rights, remedies or indemnifications,  all of which shall remain in
full force and effect from time of execution through eternity.

11. Binding Effect:  This Agreement shall be binding upon the heirs,  executors,
administrators,  successors and permitted assigns of the parties hereto.  Client
shall not assign its rights or delegate  its duties  under any term or condition
set forth in this Agreement  without the prior written consent of ACTION STOCKS,
INC..

12. Attorney's Fees: In the event an arbitration,  mediation,  suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal  therefrom,  it is agreed that the prevailing  party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator,  mediator,  trial court
and/or appellate court.

13.  Severability:  If any  provision  of this  Agreement is held to be illegal,
invalid or unenforceable  under present or future laws effective during the term
hereof,  such  provision  shall  be  fully  severable  this  Agreement  shall be
construed and enforced as if such illegal,  invalid or  unenforceable  provision
never comprised a part hereof and the remaining  provisions  hereof shall remain
in full force and effect and shall not be  affected by the  illegal,  invalid or
unenforceable  provision or by its severance herefrom.  Furthermore,  in lieu of
such  illegal,  invalid  and  unenforceable  provision,  there  shall  be  added
automatically  as part of this Agreement a provision as similar in nature in its
terms to such illegal, invalid or unenforceable provision as may be legal, valid
and enforceable,


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                                 ACTION STOCKS

14.  Governing Law: This Agreement shall be governed by the laws of the State of
California and the venue for the resolution of any dispute arising thereof shall
be in San Diego, State of California.

15. Legal Counsel: Client further agrees and understands that although documents
and filings may be compiled or filed by ACTION STOCKS, INC., ACTION STOCKS, INC.
has not and does not render legal advice or offer legal assistance. All requests
for  legal  advice by  clients  of  ACTION  STOCKS,  INC.  will be  referred  to
apprpriate  legal  counsel for the Client as retained by the client for a proper
legal opinion.  Accordingly,  no statements or representations by ACTION STOCKS,
INC. should be construed to be legal advice of counsel,  and ACTION STOCKS, INC.
advises  Client to consult with its own counsel  regarding  the  sufficiency  of
disclosures and/or compliance with applicable rules and regulations.

16.  Broker-Dealer/Underwriter  Client  acknowledges that ACTION STOCKS, INC. is
not a  broker-dealer  or underwriter and does not provide  services  directly or
indirectly  related to the  offering,  issuance  or sale of  securities,  ACTION
STOCKS,  INC., pursuant to this Agreement,  is charged with assisting the client
in compiling  requisite  information  and  documentation  in such a manner as to
facilitate  the  services  rendered  by  duly  licensed  broker  dealers  and/or
competent  legal  counsel  and to  further  assist  the  client in  filing  such
documentation  as necessary.  Finally,  ACTION STOCKS,  INC. is responsible  for
coordinating  the activities  contemplated  herein in an expeditious,  efficient
manner for the benefit of the client and its  anticipated  endeavors  as outline
herein.  Any and all compensation  rendered by ACTION STOCKS,  INC. by virtue of
its performance of services delineated in this Agreement is entirely independent
of any securities related transaction(s) offerings, issuances, broker-dealer, or
legal related  services  which other parties  anticipated  to be involved in the
activities  contemplated  herein may engage. No commissions or transaction based
compensation  derived from the sale of securities  is payable to ACTION  STOCKS,
INC., No  broker-dealer  or underwriter  related services are to be performed by
ACTION STOCKS,  INC. a such services are to be performed by the appropriate duly
licensed brokerage firm engaged by the Client to perform such services,

17. Post-Registration  Responsibilities:  Client understands and acknowledges by
the acceptance of this Agreement that all post-registration  periodic or special
reports  are the  responsibility  of the Client  unless  otherwise  agreed to in
writing by ACTION STOCKS, INC..

18.  Effective Date of Agreement and  Termination.  This Agreement  shall become
effective upon execution by both parties and shall  terminate one hundred eighty
(180) days from the effective date of this Argreement.


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                                 ACTION STOCKS


IN WITNESS THEREOF,  the parties have caused this Agreement to be duly executed,
as of the day and year set out below.

Intelligent Sports, Inc.


By: /s/ Thomas Hobson                             3/25/02
   ------------------------                    -----------------
                                                    DATE

Action Stocks, Inc.


By: /s/ B illegible                               3-26-02
   ------------------------                    ------------------
                                                    DATE


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