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                                                                   Exhibit 10.24

                              EMPLOYMENT AGREEMENT

This EMPLOYMENT  AGREEMENT (the "Agreement"),  dated as of July 31, 2003, by and
between GWIN, Inc., a Delaware corporation ("the Company") located at 5092 South
Jones Blvd.,  Las Vegas,  Nevada 89118,  and Wayne Allyn Root,  whose address is
Anthem Country Club, 4 Bloomfield Hills Drive,  Henderson,  Nevada 89052,  ("the
Executive"), and is based upon the following:

                                    RECITALS

         WHEREAS,  the  Executive is  currently  acting as the  Company's  Chief
Executive  Officer and Chairman of the Company's  Board of Directors  ("Board of
Directors");

         WHEREAS,  the Company  wishes to retain the services of the  Executive,
and the Executive  wishes to render services to the Company,  as Chief Executive
Officer;

         WHEREAS,  the  Company  and the  Executive  wish to set  forth  in this
Agreement  the  duties and  responsibilities  that the  Executive  has agreed to
undertake  on behalf of the Company in his role as its Chief  Executive  Officer
only;

         WHEREAS,  the Company and the Executive intend that this Agreement will
supersede and replace any and all other  employment  agreements or  arrangements
for employment  entered into by and between the Company and the  Executive,  and
that any such employment  agreements or arrangements shall have no further force
or effect.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
promises  contained in this  Agreement,  the Company and the Executive  (who are
sometimes  individually referred to as a "party" and collectively referred to as
the "parties") agree as follows:


                                    AGREEMENT

1. SPECIFIED PERIOD AND OFFICE LOCATION/HEADQUARTERS.

   The Company hereby employs the  Executive,  and the Executive  hereby accepts
employment with the Company,  pursuant to the terms of this Agreement  beginning
on July 31,  2003 the  "Effective  Date"  and  expiring  on July 31,  2005  (the
"Term").  The Company will provide the  Executive  with his own office and staff
and pay for the office,  staff and all facilities and equipment  required by the
Executive and his staff.

2. GENERAL DUTIES.


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    The  Executive  shall  devote  sufficient   productive  time,  ability,  and
attention to the Company's  business during the term of this  Agreement.  In his
capacity  as Chief  Executive  Officer,  the  Executive  shall have the  overall
responsibility  for the  day-to-day  supervision,  control and management of the
business and the  employees  of the Company.  The  Executive  shall  conduct and
perform all services,  acts,  or things  necessary or advisable to discharge his
duties under this Agreement,  and such other duties as are commonly performed by
a Chief Executive  Officer of a publicly  traded  corporation of the size of the
Company or which may, from time to time,  be  prescribed by the Company  through
the Board of Directors  consistent with his duties as a Chief Executive Officer.
Furthermore,  the  Executive  agrees to  cooperate,  and work to the best of his
ability,  with the  Company's  management  team,  which  includes  the  Board of
Directors,  officers and other employees,  to continually  improve the Company's
reputation  in its.  Executive  shall be entitled to host a  television  and/or
radio show,  write  newspaper  articles  and/or books and  participate  in other
business ventures  provided the same do not compete with the Company's  business
or materially interfere with Executive's duties set forth in this Agreement.

3. AUTHORITY, HUMAN, AND CAPITAL RESOURCES.

    The Executive shall have authority to hire, fire, train and manage the staff
of the  Company  as  well  as to  negotiate  and  execute  contracts  and  other
documents.  Should any single contract encompass  commercial  commitments in the
amount of $50,000 or more,  such  authority  shall be subject to approval by the
Board of Directors  prior to execution of any such  contract.  The Company shall
provide the Executive with the human and capital resources  (including,  but not
limited  to,  development  funding,   equity  investment,   debt-financing)  and
dedicated  management  support staff (including,  but not limited to, technical,
financial,  legal,  tax,  accounting)  required  to promote  the  mission of the
Company and execute the  business  plan and the  requisite  tools and  resources
needed to perform the Company's  business  (including,  but not limited to, cell
phones, computer, Internet, office supplies).

4. COMPENSATION.

       (a) Base Salary. During the first year of the Term, the Company shall pay
       to the Executive a base salary of $175,000 per year, in equal consecutive
       monthly  installments  of $14,583.33 per month (the "Base Salary") on the
       first of each month for the prior  month of work.  In the second  year of
       the Term, the Base Salary shall be 10% of the Company's  operating income
       ("Operating   Income")   pursuant  to  the  Company's  audited  financial
       statements  determined and calculated per Generally  Accepted  Accounting
       Principles ("GAAP") for the previous fiscal year; provided, however, that
       in no event shall the  Executive's  salary fall below  $175,000 or exceed
       $250,000.  Once the increased Base Salary level is reached,  it shall not
       be  reduced  for any  reason.  The Base  Salary  shall be  subject to any
       applicable federal or state tax withholdings and/or employee deductions.


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       (b)  Handicapping  Fees.  During the first year of the Term,  the Company
       shall pay to the Executive a handicapping  fee (the  "Handicapping  Fee")
       equal to 10% of the Executive's  handicapping  fees (net of charge backs)
       received by the  Company,  not to exceed a maximum of $350,000  per year.
       Commencing with the second year of the Term, the  Handicapping  Fee shall
       be the greater of $450,000 or 20% of the Company's  Operating  Income for
       that fiscal year (the twelve  month  period  ending on July 31, 2005) per
       GAAP. The payment if based on the Operating Income shall be made upon the
       filing of the  10-KSB or other  similar  form the  Company  may use.  The
       Handicapping  Fee shall be subject  to any  applicable  tax  withholdings
       and/or employee deductions.

       (c)  Performance  Bonus.  In the second year of the Term,  the  Executive
       shall be entitled to a performance bonus (the  "Performance  Bonus") from
       the Company's performance bonus pool, which shall consist of:

           A)         10% of the  Company's  Operating  Income,  in excess of $1
                      million,  as set forth in the Company's  audited financial
                      statements for the applicable fiscal year per GAAP; and

           B)         50% of the company's operating profit margin, in excess of
                      15%,  as set  forth  in the  Company's  audited  financial
                      statements for the applicable fiscal year per GAAP.

         In the second year of the term, the Executive  shall be entitled to the
         Performance Bonus equal to 25% of the aggregate  performance bonus pool
         for that  year  subject  to any  applicable  federal  or state tax with
         holdings and/or employee deductions.

         (d) Common Stock Grant.

              As an incentive for  continued  employment  with the Company,  the
         Executive  shall be  entitled  to a stock  grant of  restricted  common
         shares of Company in the amount of  2,100,000  shares  (the  "Shares"),
         which  shall  Vest  as  follows:  700,000  Shares  at  signing  of this
         Agreement.  700,000 Shares on the 1st  anniversary  of this  Agreement.
         700,000  Shares  on the 2nd  anniversary  of this  Agreement.  Once the
         initial Shares vest at signing,  additional shares are earned "only" by
         continued  employment with the Company through the anniversary  date or
         change of ownership  or control.  The Shares will then be vested in the
         name of the  Executive  and  issued  as fully  paid by the  Company  as
         conditional compensation.

         (e) Change of ownership compensation.

         In the event of a change in ownership or control of the Company, either
         friendly or hostile, Executive shall immediately receive a minimum base
         salary of $250,000 per year, the Handicapping Fee shall be increased to
         12% of sales (as  described  in  paragraph  4. b ), the ceiling for the
         Handicapping  Fee shall be removed and all  remaining  unvested  Shares
         shall immediately vest and issued effective as of the date in change of
         ownership control.




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         (f) Executive  benefit plans.  During the Term of this  Agreement,  the
         Executive  shall  participate   equally  with  other  senior  executive
         employees in any retirement,  pension,  profit sharing,  insurance,  or
         other  plans  which may now be in effect or which may be adopted by the
         Company  pursuant to the terms of each plan. The benefit plans shall be
         with such underwriters and shall contain such provisions as the Company
         and the Executive may determine from time to time. Insurance provisions
         shall cover the Executive and his immediate family,  including, but not
         limited to, term life, long-term disability,  medical,  dental, vision,
         and other related  benefits.  In addition,  the amount of the "Key Man"
         life insurance policy maintained by the Company naming the Executive as
         insured  shall be increased  to  $10,000,000  subject to the  Company's
         financial  condition  and capital  resources  in  conjunction  with the
         availability of an insurance carrier willing to provide such coverage.

         (g) Voluntarily  Surrender of Options & Warrants
         The Executive  acknowledges that as consideration for issuing the stock
         grants described in( 4. d) by the Company the Executive shall surrender
         all written options and warrants issued prior to July 31,2003.


5. REIMBURSEMENT OF BUSINESS EXPENSES.

    The Company  shall  reimburse  the  Executive  for all  reasonable  business
expenses  incurred  by the  Executive  in  connection  with the  business of the
Company  within 10 (ten) days  following  the  submission  of an expense  report
documenting  expenses.  Each such expenditure  shall be reimbursable only if the
Executive furnishes to the Company such documentary  evidence as may be required
by federal and state statutes and regulations  issued by the appropriate  taxing
authorities  for the  substantiation  of each such  expenditure as an income tax
deduction.

6. ANNUAL VACATION/HOLIDAY/SICK LEAVE.

    During the Term,  the  Executive  shall be entitled to 6 weeks paid vacation
per year,  which  vacation  time shall not be taken until the  expiration  of at
least 90 days from the Effective  Date.  The Executive  shall be entitled to all
holiday and sick leave in accordance with the Company's  general policy for it's
employees.  The Executive  shall be entitled to take the Christmas week off with
pay.

7. INDEMNIFICATION OF LOSSES.

    So  long  as the  Executive's  actions  were  taken  in  good  faith  and in
furtherance  of the Company's  business and within the scope of the  Executive's
duties  and  authority,  the  Company  shall  indemnify  and hold the  Executive
harmless from any and all claims, losses and expenses sustained by the Executive
as a result of any action taken by him in connection  with his duties under this
Agreement, and the Company shall defend the Executive, at the Company's expense,
in connection with any and all claims by stockholders or third parties which are
based upon actions taken by the pursuant to this agreement to the full extent of
Delaware law.


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8. PERSONAL CONDUCT.

    Except as set forth in paragraph 2 of this Agreement,  the Executive  agrees
promptly and faithfully to comply with all present and future written  policies,
requirements,  directions,  requests,  rules and  regulations  of the Company in
connection with the Company's  business  provided to him. The Executive  further
agrees to conform to all laws and shall not at any time commit any act or become
involved in any  situation  or  occurrence  which brings the Company into public
scandal,  ridicule or which will reflect  unfavorably  on the  reputation of the
Company.

9. TERMINATION FOR CAUSE.

    The Company  reserves the right to declare the  Executive in default of this
Agreement if the Executive fails to adequately  perform or willfully breaches or
habitually  neglects the material  duties which he is required to perform  under
the terms of this Agreement,  or if the Executive  commits such material acts of
dishonesty, fraud, misrepresentation,  gross negligence or willful misconduct as
would  prevent  the  effective  performance  of his  duties or which  results in
material  harm to the  Company or  business.  The  Company  may  terminate  this
Agreement for cause by giving written notice of termination to the Executive. If
the Executive's failure, breach or violation is of a nature that is curable, the
Executive shall have fifteen business days after written notice of such failure,
breach  or  violation  is given to him to  affect  the cure  thereof.  Upon such
termination  the  obligations  of the  Executive  and  the  Company  under  this
Agreement shall  immediately  cease. Such termination shall be without prejudice
to any other  remedy to which the  Company  may be  entitled  either at law,  in
equity,  or under this Agreement.  If the  Executive's  employment is terminated
pursuant to this paragraph, the Company shall pay to the Executive,  immediately
upon such  termination,  any  accrued  but unpaid  amounts  earned  pursuant  to
Sections 4, 5 and 6.

10. TERMINATION WITHOUT CAUSE.

         (a) Death. The Executive's employment shall terminate upon the death of
         the Executive. Upon such termination,  the obligations of the Executive
         and the Company under this Agreement shall  immediately cease except as
         hereinafter set forth.  In the event of a termination  pursuant to this
         section, the Executive shall be entitled to receive any amounts accrued
         but  unpaid  pursuant  to  Sections  4, 5 & 6 of  this  Agreement.  The
         Executive's successors, heirs, representatives and/or executor(s) shall
         be entitled to exercise  the stock  grants  provided for in paragraph 4
         following  the death of the  Executive.  All other rights the Executive
         has under any  benefit  or stock  option  plans and  programs  shall be
         determined  in accordance  with the terms and  conditions of such plans
         and programs.


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         (b)  Disability.  The  Company  reserves  the  right to  terminate  the
         Executive's  employment  upon 10 (ten)  days  written  notice if, for a
         consecutive  period of 60 (sixty) days, the Executive is prevented from
         discharging  his duties  under this  Agreement  due to any  physical or
         mental  disability.  Upon  such  termination  the  obligations  of  the
         Executive and the Company under this Agreement shall immediately cease.
         In the event of a termination pursuant to this section as the Executive
         shall be entitled to receive  any  accrued  and unpaid  amounts  earned
         pursuant to section 4,5 & 6. All other rights the  Executive  has under
         any benefit or stock option plans and programs  shall be  determined in
         accordance with the terms and conditions of such plans and programs.

         (c) Election By The Executive. The Executive may elect to terminate his
         employment  at any time upon not less than 60  (sixty)  days  following
         written  notice  by the  Executive  to the  Board.  In the  event  of a
         termination  pursuant to this section,  the Executive shall be entitled
         to receive any accrued and unpaid amounts earned pursuant to Section 4,
         5 & 6. All other  rights the  Executive  has under any benefit or stock
         option plans and programs  shall be determined  in accordance  with the
         terms and conditions of such plans and programs.

         (d)  Election  By The  Company  and  Termination  Fee.  The Company may
         terminate the Executive's employment upon not less that 60 (sixty) days
         written  notice  by the  Company  to the  Executive.  In the event of a
         termination  pursuant to this section,  the Executive shall be entitled
         to receive  any  accrued and unpaid  amounts  earned and stock  options
         granted  pursuant to Section 4, 5 & 6. All other  rights the  Executive
         has under any  benefit  or stock  option  plans and  programs  shall be
         determined  in accordance  with the terms and  conditions of such plans
         and programs. In addition, within 10 (ten) days following the effective
         date of termination,  the Company shall pay the Executive a termination
         fee in an amount equal to 12 (twelve)  months of the  Executive's  Base
         Salary (as that term is defined in section  4(a),  which the  Executive
         receives as of the date of termination.

         (e)  Termination  By The Executive  For Good Reason.  The Executive may
         terminate   this   agreement   immediately   based  on  his  reasonable
         determination that one of the following events has occurred:

                  (i) The  Company  intentionally  and  continually  breaches or
                  wrongfully  fails to fulfill or perform  (A) its  obligations,
                  promises  or  covenants  under  this  Agreement;  or  (B)  any
                  warranties,   obligations,   promises  or   covenants  in  any
                  agreement (other than this agreement) entered into between the
                  Company and the Executive, without cure;

                  (ii) The Company terminates this Agreement and the Executive's
                  employment hereunder, and such termination does not constitute
                  termination for cause,


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                  (iii) Without the consent of the Executive,  the Company:  (A)
                  substantially  alters or materially  diminishes  the position,
                  nature, status,  prestige or responsibilities of the Executive
                  or location of the Executive's office then in effect by mutual
                  agreement of the  parties;  (B) assigns  additional  duties or
                  responsibilities  to the Executive which are inconsistent with
                  the position,  nature, status, prestige or responsibilities of
                  the  Executive  then  in  effect;  (C)  removes  or  fails  to
                  reappoint or re-elect the Executive to the Executive's offices
                  under this Agreement (as they may be changed or augmented from
                  time-to-time  with  the  consent  of the  Executive),  or as a
                  director  of  the  Company,  except  in  connection  with  the
                  Executive's  disability;  and (D)  changed  the  nature of its
                  business operations;

                  (iv) The  Executive  is  removed  from the Board  without  his
                  consent;  or the Company  fails to nominate or  reappoint  the
                  Executive  to the Board  (unless the  Executive is deceased or
                  disabled,  or such  removal or failure is  attributable  to an
                  event which would constitute termination for cause), or if the
                  Executive is so  nominated,  the  stockholders  of the Company
                  fail to re-elect the Executive to the Board;

                  (v) The Company intentionally requests or causes the Executive
                  to commit or participate in any felony or other serious crime;
                  and/or

                  (vi) The Company engages in other conduct  constituting  legal
                  cause for termination.

                  (vii) The Company files for  protection  under the  Bankruptcy
                  laws of the United States.

           If the Executive  terminates this Agreement pursuant to this Section,
           the obligations of the Executive and the Company under this Agreement
           shall  immediately  cease. In the event of a termination  pursuant to
           this section,  the Company shall pay the Executive a termination  fee
           in an amount  equal to 12  (twelve)  months of the  Executive's  Base
           Salary  (as the term is  defined  in  paragraph  4(a)) at the time of
           termination.  All other  rights the  Executive  has under  benefit or
           stock option plans and programs  shall be  determined  in  accordance
           with the terms and conditions of such plans and programs.

11. COVENANTS NOT TO COMPETE OR SOLICIT.

      Based upon the  Executive's  unique and essential value to the Company and
the receipt of the  compensation as set forth in this  Agreement,  the Executive
agrees to the following covenants and/or restrictions  following the termination
of his employment with the Company where such  termination  results from (a) the
Executive's  voluntary  election to terminate his employment with the Company as
defined in Section 10(c) or (b) the  Executive's  termination by the Company for
cause as defined in Section 9 above. In only those events,  the Executive hereby
covenants and agrees that for a period of 18 (eighteen)


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months from the date of the termination of the  Executive's  employment with the
Company as defined  above,  the Executive  shall not,  without the prior written
consent of the Company  (which  consent may be withheld in the sole and absolute
discretion  of  the  Company),  directly  or  indirectly,  either  alone  or  in
association or in connection with or on behalf of any person, firm, partnership,
corporation,  venture or other entity now existing or hereafter created:  (i) be
or become interested or engaged in, directly or indirectly, with any Competitive
Business including, without limitation, as on organizer, partner, joint-venture,
stockholder,    officer,   director,   employee,   manger,   independent   sales
representative,  associate,  consultant,  or agent  of, or a  supplier,  lender,
vendor,  vendee,  lesser,  or lessee to, any Competitive  Business;  (ii) in any
manner  associate with, aid or give  information or financial  assistance to any
Competitive  Business  or (iii) use or permit  the use of the  Executive's  name
(Wayne Root) or any part thereof to be used or employed in  connection  with any
Competitive Business. The term "Competitive Business" is defined as any business
that is competitive  with the Company's  Business as of the date of termination,
whether such business is conducted by a proprietorship, partnership, corporation
or other form of entity or venture;  provided,  however, that the exclusions set
forth in paragraph 2 of this  Agreement  shall not be considered as an aspect of
the  "Competitive  Business" or  "Company's  Business."  The  Executive  further
covenants and agrees that for a period of 18 (eighteen)  months from the date of
the termination of the Executive's employment with the Company as defined above,
the Executive  shall not,  either for the Executive's own account or directly or
indirectly  in  conjunction  with  or on  behalf  of  any  person,  partnership,
corporation or other entity or venture, solicit any customer,  account, officer,
partner,  manager,  agent or  employee  of the  Company or any of the  Company's
business;  (ii) the covenants or restrictions  embodied herein relate to matters
which are of a special,  unique and  extraordinary  value;  and (iii) a material
breach of any of the  covenants or  restrictions  embodies  herein may result in
irreparable  harm and  damages  which  cannot  be  adequately  compensated  by a
monetary award.

12. ELECTION TO BOARD OF DIRECTORS.

      As of the Effective  Date, the Executive shall be duly elected as Chairman
of the  Company's  Board of Directors.  A resolution  by the Company's  Board of
Director of such election shall be adopted and provided for in writing.

13. NO CONFLICTING DUTIES.

      The  Executive  shall devote  sufficient  productive  time,  ability,  and
attention to the business of the Company  during the term of this Agreement in a
manner  that will  serve the best  interests  of the  Company.  During  the term
hereof,  the  Executive  shall  not  serve as an  officer,  director,  employee,
consultant or advisor to any other business without the prior written consent of
the Company's Board of Directors.  The Executive  hereby confirms he is under no
contractual  commitments  inconsistent  with his  obligations  set forth in this
Agreement.  During the term of this Agreement, and except as otherwise set forth
in  paragraph  2 of this  Agreement,  the  Executive  will not render or perform
services, or enter into any contract to do so, for any other corporation,  firm,
entity or person that are  inconsistent  with the provisions of this  Agreement.
This  Agreement  shall not be  interpreted to prohibit the Executive from making
passive personal investments or engaging in personal or charitable activities.


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14. MISCELLANEOUS.

         (a)  Preparation of Agreement.  It is  acknowledged  by each party that
         such party either had separate and independent advice of counsel or the
         opportunity  to avail  itself or himself of it. In light of these facts
         it is  acknowledged  that no party  shall  be  construed  to be  solely
         responsible for the drafting hereof,  and therefore any ambiguity shall
         not be  construed  against any party as the alleged  draftsman  of this
         Agreement.

         (b) Cooperation.  Each party agrees, without further consideration,  to
         cooperate and diligently perform any further reasonable acts, deeds and
         things and to execute and deliver any  documents  that may from time to
         time be  reasonably  necessary  or  otherwise  reasonably  required  to
         consummate,   evidence,   confirm  and/or  carry  out  the  intent  and
         provisions of this Agreement, all without undue delay or expense.

         (c) Interpretation.

                  (i) Entire Agreement/No Collateral Representations. Each party
                  expressly acknowledges and agrees that this Agreement:  (1) is
                  the final,  complete and exclusive  statement of the agreement
                  of the parties with respect to the subject matter hereof;  (2)
                  supersedes any prior or contemporaneous agreements,  promises,
                  assurances,   guarantees,   representations,   understandings,
                  conduct, proposals,  conditions,  commitments, acts, course of
                  dealing,  warranties,  interpretations  or terms of any  kind,
                  oral  or  written  (collectively  and  severally,  the  "Prior
                  Agreements"),  except  Option  Agreements,  and  that any such
                  Prior Agreements are of no force or effect except as expressly
                  set forth herein;  and (3) may not be varied,  supplemented or
                  contradicted by evidence of Prior  Agreements,  or by evidence
                  of subsequent oral  agreements.  Any agreement  hereafter made
                  shall be  ineffective  to modify,  supplement or discharge the
                  terms of this  Agreement,  in whole  or in part,  unless  such
                  agreement  is in writing and signed by the party  against whom
                  enforcement of the modification or supplement is sought.

                  (ii) Waiver.  No breach of any  agreement or provision  herein
                  contained,  or of any obligation under this agreement,  may be
                  waived, nor shall any extension of time for performance of any
                  obligations  or acts  be  deemed  an  extension  of  time  for
                  performance of any other obligations or acts contained herein,
                  except by written instrument signed by the party to be charged
                  or as otherwise expressly  authorized herein. No waiver of any
                  breach of any agreement or provision herein contained shall be
                  deemed a waiver of any preceding or succeeding breach thereof,
                  or a  waiver  or  relinquishment  of any  other  agreement  or
                  provision or right or power herein contained.


<PAGE>

                  (iii)  Remedies  Cumulative.  The remedies of each party under
                  this  Agreement are cumulative and shall not exclude any other
                  remedies to which such party may be lawfully entitled.

                  (iv) Severability.  If any term or provision of this Agreement
                  or the  application  thereof  to any  person  or  circumstance
                  shall, to any extent, be determined to be invalid,  illegal or
                  unenforceable  under present or future laws  effective  during
                  the term of this agreement,  then and, in that event:  (A) the
                  performance  of the offending  term or provision  (but only to
                  the  extent   it's   application   is   invalid,   illegal  or
                  unenforceable)  shall  be  excused  as if it  had  never  been
                  incorporated into this Agreement, and, in lieu of such excused
                  provision,  there  shall be added a  provision  as  similar in
                  terms and amount to such excused  provision as may be possible
                  and be legal,  valid and  enforceable,  and (B) the  remaining
                  part of  this  Agreement  (including  the  application  of the
                  offending term or provision to persons or circumstances  other
                  than  those  as  to  which  it is  held  invalid,  illegal  or
                  unenforceable)   shall  not  be  affected  thereby  and  shall
                  continue  in full  force  and  effect  to the  fullest  extent
                  provided by law.

                  (v) No Third Party Beneficiary.  Notwithstanding anything else
                  herein to the contrary,  the parties  specifically disavow any
                  desire or  intention  to create  any third  party  beneficiary
                  obligations,  and  specifically  declare  that  no  person  or
                  entity, other than as set forth in this agreement,  shall have
                  any rights hereunder or any right of enforcement hereof.

                  (vi) Headings; References; Incorporation; Gender. The headings
                  used  in this  Agreement  are for  convenience  and  reference
                  purposes  only,  and  shall  not  be  used  in  construing  or
                  interpreting  the  scope or intent  of this  agreement  or any
                  provision  hereof.  References to this Agreement shall include
                  all amendments or renewals thereof.  Any exhibit referenced in
                  this agreement  shall be construed to be  incorporated in this
                  Agreement.  As used in this  Agreement,  each gender  shall be
                  deemed to include the other gender,  including neutral genders
                  or genders  appropriate for entities,  if applicable,  and the
                  singular  shall be  deemed to  include  the  plural,  and vice
                  versa, as the context requires.

                  (vii) Binding Upon Successors. This Agreement shall be binding
                  upon   the   parties'   successors,    assigns,    purchasers,
                  representatives and heirs.

         (d) Enforcement.

                  (i) Applicable Law. This Agreement and the rights and remedies
                  of each party  arising out of or  relating  to this  Agreement
                  (including,  without limitation,  equitable remedies) shall be
                  solely  governed by,  interpreted  under,  and  construed  and
                  enforced in accordance  with the laws  (without  regard to the
                  conflicts of law  principles  thereof) of the State of Nevada,
                  as if this agreement were made, and if it's obligations are to
                  be performed, wholly within the State of Nevada.


<PAGE>

                  (ii) Consent to Jurisdiction;  Service of Process.  Any action
                  or  proceeding  arising out of or  relating to this  Agreement
                  shall be filed in and litigated solely before the state courts
                  of Nevada located within Clark County.

                  (iii) Consent to Specific  Performance  and Injunctive  Relief
                  and Waiver of Bond or Security.  Each party  acknowledges that
                  the Company,  as result of the Executive's  material breach of
                  the covenants and  obligations  included  herein,  may sustain
                  immediate and long-term substantial and irreparable injury and
                  damage that cannot be reasonably or adequately  compensated by
                  damages at law.  Each party agrees  that,  in the event of the
                  Executive's  breach or threatened  breach of the covenants and
                  obligations,  the Company shall be entitled to seek  equitable
                  relief from a court of competent  jurisdiction  or arbitration
                  without  proof of any actual  damages that have been or may be
                  caused to the Company by such breach or threatened  breach and
                  the posting of bond or other security in connection  therewith
                  shall be made in accordance with Nevada law.

         (e) No Assignment  of Rights or Delegation of Duties by the  Executive.
         The  Executive's  rights and benefits under this Agreement are personal
         to him and  therefore  (i) no such right or benefit shall be subject to
         voluntary or involuntary alienation,  assignment or transfer, except as
         provided  herein;  and (ii)  Executive  may not  delegate his duties or
         obligations hereunder.

         (f) Notices.

            Unless  otherwise  specifically  provided  in  this  Agreement,  all
         notices, demands, requests,  consents, approval or other communications
         (collectively and severally called "Notices")  required or permitted to
         be given hereunder,  or which are given with respect to this agreement,
         shall be in  writing,  and shall be given  by:  (A)  personal  delivery
         (which  form of  Notice  shall  be  deemed  to  have  been  given  upon
         delivery),  (B) by private  airborne/overnight  delivery service (which
         forms of  Notice  shall be deemed to have  been  given  upon  confirmed
         delivery by the delivery  agency),  (C) by  electronic  or facsimile or
         telephonic transmission,  provided the receiving party has a compatible
         device or confirms  receipt  thereof  (which  forms of Notice  shall be
         deemed  delivered  upon  confirmed   transmission  or  confirmation  of
         receipt),  or (D) by mailing in the Unites States mail by registered or
         certified mail, return receipt requested,  postage prepaid (which forms
         of Notice  shall be deemed to have been given upon the 5th business day
         following the date mailed).  Each party, and their respective  counsel,
         hereby  agrees that if Notice is to be given  hereunder by such party's
         counsel may communicate  directly with all  principals,  as required to
         comply with the foregoing notice provisions. Notices shall be addressed
         to the address  hereinabove set forth in the introductory  paragraph of
         this  agreement,  or to such other address as the receiving party shall
         have specified  most recently by like Notice,  with a copy to the other
         parties  hereto.  Any  Notice  give to the  estate of a party  shall be
         sufficient if addressed to the party as provided in this subparagraph.



<PAGE>

         (g) Counterparts.  This Agreement may be executed in counterparts, each
         of  which  shall  be an  original,  and  all of  which  together  shall
         constitute one and the same instrument,  binding on all parties hereto.
         Any  signature  page  of  this  agreement  may  be  detached  from  any
         counterpart of this  Agreement and reattached to any other  counterpart
         of this Agreement identical in form hereto by having attached to it one
         or more additional signature pages.

         (h)  Execution  by All Parties  required to be Binding,  Electronically
         Transmitted  Documents.  This Agreement shall not be construed to be an
         offer and shall have no force and effect until this  agreement is fully
         executed  by all  parties  hereto.  If a copy  or  counterpart  of this
         Agreement  is  originally  executed  and such  copy or  counterpart  is
         thereafter  transmitted  electronically by facsimile or similar device,
         such  facsimile  document  shall  for all  purposes  be  treated  as if
         manually signed by the party whose facsimile signature appears.

         Agreed and Accepted this  31st day of July 2003


         --------------------                           ---------------------
         Wayne A Root                                   GWIN,Inc