Exhibit 10.4
                              EMPLOYMENT AGREEMENT
                              --------------------

THIS  EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 1 day
of  January  2002,  by  and  between  LISA  ELLIOTT of 4320 NW 107 avenue, Coral
Springs, FL. (hereinafter "Employee"), and DIAMOND POWERSPORTS, Inc. having it's
principal  offices at 10145 NW 46 St., Sunrise, FL. (hereinafter "Employer") W I
T  N  E  S  S  E T H This Agreement is made and entered into under the following
circumstances:

(1) Whereas, Employer is engaged in the business of the sale of motorcycle parts
and  accessories; and (2) Whereas, Employer desires, on the terms and conditions
stated  herein,  to  employ  the  Employee  as  Secretary;  and (3) Whereas, the
Employee  desires,  on the terms and conditions stated herein, to be employed by
the  Employer. NOW THEREFORE, in consideration of the foregoing recitals, and of
the  promises, covenants, terms and conditions contained herein, which is hereby
acknowledged  by  the  parties  hereto,  it  is  agreed  as  follows:
     1.Employment and Term. a) Subject to earlier termination as provided for in
this  Section  1  and in Section 2 hereof, the Employer hereby employs Employee,
and  Employee  hereby  accepts  employment with the employer, as Secretary for a
period  of  one (2) years (hereinafter the "Term of Employment") commencing the1
day  of  January,  2002  ("hereinafter the "Effective Date") through the 1day of
November  2000. The Term of Employment shall be renewed or renegotiated upon the
mutual  agreement  of  Employee  and  Employer.  This  agreement  and Employee's
employment  may  be  terminated  at the Employer's discretion during the Term of
Employment, provided that Employer shall pay to Employee an amount of Employee's
base  salary for the remaining period of the Term of Employment. b) Employee may
terminate  this  Agreement at Employee's discretion by providing at least thirty
(30)  days  prior  written  notice  to  Employer. In the event of termination by
Employee  pursuant to this subsection, Employer may immediately relieve Employee
of  all  duties and immediately terminate this Agreement, provided that Employer
shall  pay  Employee  at the then applicable base salary rate to the termination
date  included  in  Employee's  original  termination  notice.

2.  Employment  Termination.  Subject  to earlier termination as provided for in
this  Section, the Employer hereby employs Employee, and Employee hereby accepts
employment  with  the  employer  pursuant  to the terms of this agreement, which
empowers  Employer  to terminate employee at any time with cause. Cause shall be
defined  as:  i)  failure  of  Employee  to  perform  the  duties  in  a  manner
satisfactory  to  Employer,  in its sole discretion; provided, however, that the
Employment  shall  not  be  terminated  pursuant to this subparagraph (i) unless
Employer  first  gives  Employee  a written notice ("Notice of Deficiency"). The
Notice of Deficiency shall specify the deficiencies in Employee's performance of
his  duties.  Employee  shall  have  a period of thirty (30) days, commencing on
receipt of the Notice of Deficiency, in which to cure the deficiencies contained
in  the  Notice  of  Deficiency.  In  the  event,  Employee  does  not  cure the
deficiencies  to  the  satisfaction  of Employer, in its sole discretion, within
such  thirty-  (30) day period; the Employer shall have the right to immediately
terminate the Employee's Employment. The provisions of this subparagraph (i) may
be invoked by Employer any number of times and cure of deficiencies contained in
any Notice of Deficiency shall not be construed as a waiver of this subparagraph
(i)  nor prevent the Employer from issuing any subsequent Notices of Deficiency;
ii)  any dishonesty by Employee in dealings with the Employer, the commission of
fraud  by  Employee,  or negligence or willful neglect in the performance of the
duties  of  Employee;  iii) the arrest or conviction (or plea of guilty or no lo
contendere)  of  Employee  of  any felony or other crime involving dishonesty or
moral turpitude; iv) any violation of any provision contained in this agreement;
v)  unlawful  use of narcotics or other controlled substances, or use of alcohol
or  other  drugs in a manner the Employer reasonably determines to be adverse to
the  best  interest  of the Employer; vi) Failure of Employee to attend training
programs required for competency in his duties (job description) as an Employee;
vii)  if,  due to any act or omission of Employee, liability insurance cannot be
reasonably  obtained  or  maintained,  or  if,  due  to  any  act or omission of
Employee,  liability  insurance  is canceled, terminated or revoked; or, For all
purposes  of  this  Agreement,  termination  for "cause" shall be deemed to have
occurred  in the event of Employee's resignation when, because of existing facts
and  circumstances,  subsequent  termination  for  "cause"  can  be  reasonably
foreseen.  In  the  event  of  termination pursuant to this subsection, Employee
shall  be  paid only at the then applicable base salary rate up to and including
the  date  of  termination.  Employee  shall  not  be  paid any incentive salary
payments  or  other  compensation,  prorated  or  otherwise.
3.  Duties  and Responsibilities. Employee shall: (a) engage full-time services,
on  behalf  of  Employer,  at  locations  directed  by Employer, as Employer may
designate;  (b)  perform all managerial duties necessary; (c) perform such other
duties  as  may  from  time  to  time  be reasonably assigned to the Employee by
Employer; (d) cooperate with Employer, to the fullest ethical extent, to promote
Employer's  business  and  to  continue  and  expand  the  products  provided by
Employer, and to further the best interests of the Employer; and (e) perform all
services in a professional manner using the full knowledge and skill of Employee
which  services  shall  be performed in accordance with standards and procedures
established  by  Employer.  Employee shall (i) devote Employee's entire business
time,  attention  and  energies exclusively to the Employer; and (ii) faithfully
and  competently perform the duties hereunder using Employee's full professional
skill  and knowledge; and (iii) not engage in any other professional or business
activity.
4.  Compensation.  Employee  shall be paid compensation during this Agreement as
follows:  a)  A  base  salary  of  $ 42,350.00 per year, payable in installments
according  to  the  Employer's  regular payroll schedule. b) An incentive salary
equal to one half of one (1/2%) percent of the adjusted net profits (hereinafter
defined)  of  the  Employer beginning with the Employer's year end 2001 and each
fiscal  year thereafter during the term of this Agreement. "Adjusted net profit"
shall  be  the net profit of the Employer before federal and state income taxes,
determined  in  accordance  with  generally accepted accounting practices by the
Employer's  independent  accounting  firm  and  adjusted  to  exclude:  (i)  any
incentive  salary  payments  paid  pursuant  to  this  Agreement;  (ii)  any
contributions  to  pension  and/or profit sharing plans; (iii) any extraordinary
gains  or  losses (including, but not limited to, gains or losses on disposition
of assets); (iv) any refund or deficiency of federal and state income taxes paid
in a prior year; and (v) any provision for federal or state income taxes made in
prior  years  which  is  subsequently  determined  to  be  unnecessary.  The
determination  of  the  adjusted  net profits made by the independent accounting
firm  employed  by the Employer shall be final and binding upon the Employee and
Employer.  The  incentive  salary  payment shall be made within thirty (30) days
after the Employer's independent accounting firm has concluded its audit. If the
final  audit is not prepared within ninety (90) days after the end of the fiscal
year,  then Employer shall make preliminary payment equal to fifty percent (50%)
of  the  amount due based upon the adjusted net profits preliminarily determined
by  the  independent accounting firm, subject to payment of the balance, if any,
promptly  following  completion  of  the  audit  by  the  Employer's independent
accounting  firm.
5.  Benefits.  a)  Vacation/Personal  Time.  Employer  shall  be  entitled to an
aggregate  of seven (21) working days paid vacation during each full year during
the  Term  of Employment. In addition, personal time will be provided, this will
be reevaluated during the Term of Employment and recalculated after two year. b)
Holidays.  Employee  shall  be  entitled  to  paid  holidays each calendar year.
Employer  shall  notify Employee on or about the beginning of each calendar year
with  respect to the holiday schedule for the coming year. Personal holidays, if
any,  will  be  scheduled  in  advance subject to requirements of Employer. Such
holidays  must  be  taken during the calendar year and cannot be carried forward
into  the next year. c) Sick Leave. Employee shall be entitled to sick leave and
emergency  leave,  which  shall  be liberally granted upon reasonable notice. d)
Medical  Insurance.  Employer agrees to include Employee and family in the group
medical  and  hospital  plan  of  Employer. e) Pension and Profit Sharing Plans.
Employee  shall be entitled to participate in any pension or profit sharing plan
or  other  type  adopted  by the Employer for the benefit of its officers and/or
regular  employees.  f)  Expense  Reimbursement.  Employee  shall be entitled to
reimbursement  for  all reasonable expenses, including travel and entertainment,
incurred  by  Employee  in  the performance of Employee's duties. Employee shall
maintain records and written receipts as required by the Employer and reasonably
requested  by  the  board  of  directors  to  substantiate  such  expenses.
6. Non-Competition. During the Term of Employment and for a continuous period of
two  (2)  years  commencing  upon termination of employment, Employee shall not,
individually  or  jointly  with  others,  own  or  hold  any ownership or voting
interest in any person or entity engaged in a business the same as or similar to
any business of the employer or which competes in any manner whatsoever with the
business  of  Employer,  and  which  is located or intended to be located in the
United  States;  and  Employee  shall not act as an officer, director, employee,
partner, independent contractor, consultant, principal, agent, proprietor, or in
any  other  capacity  for,  not  lend  any  assistance  (financial,  managerial,
professional  or otherwise) or cooperation to, nor perform any services for, any
such  person  or  entity;  and  during  the Term of Employment Employee shall be
prohibited  from  the  foregoing activities and relationships with any person or
entity  which  competes  with Employer, regardless of the geographic location of
such  person  or  entity.
7.  Non-Disclosure;  Non-Solicitation.  Except  in  the performance of servicing
customers  of  Employer,  at no time during the Term of Employment or at anytime
thereafter  shall Employee, individually or jointly with others, for the benefit
of  Employee or any third party, publish, disclose, use or authorize anyone else
to  publish, disclose or use, any secret or confidential material or information
regarding  the  business  methods,  business policies, procedures, techniques or
trade  secrets,  or  other  knowledge  or  processes of or developed by Employer
(and/or any other Employee or agent of Employer), any affiliate of the employer,
any entity in which the Employer has an interest, including, without limitation,
any  secret  or  confidential  information  relating to the business, customers,
financial  position, trade or industrial practices, trade secrets, technology or
know-how  of the Employer. Furthermore, for a period of two (2) years commencing
upon  termination  of  Employee's  employment,  Employee  shall  not  solicit or
contact,  or cause any other person or entity to solicit or contact, any current
customer  of  Employer  at  the  time  of  termination.
8.  Reasonableness of Restrictions: Reformation: Enforcement. The parties hereto
recognize  and  acknowledge that the geographical and time limitations contained
in  Section  6 and 7 hereof (hereinafter "Restrictive Covenants") are reasonably
necessary  to  protect the Employer's legitimate business interests and properly
required  for  the  adequate  protection of such business interests of Employer.
Employee  acknowledges  that  the Employer will provide to Employee confidential
information  concerning  the Employer's business methods and operating practices
in reliance on the covenants contained in the Restricted Covenants. It is agreed
by  the  parties hereto that if any portion of the restrictions contained in the
Restrictive Covenants. It is agreed by the parties hereto that if any portion of
the  restrictions  contained  in  the  Restrictive  Covenants  are  held  to  be
unreasonable,  arbitrary,  or against public policy, then the restrictions shall
be  considered divisible, both as to the time and to the geographical area, with
each  month  of  the specified period being deemed a separate period of time and
each  radius mile of the restricted territory being deemed a separate geographic
area,  so  that  the  lesser  period  of  time or geographical area shall remain
effective  so long as the same is not unreasonable, arbitrary, or against public
policy.  The  parties  hereto  agree  that  in  the event any court of competent
jurisdiction  determines the specified period or the specified geographical area
of  the  restricted  territory  to be unreasonable, arbitrary, or against public
policy,  a  lesser  time  period  or geographical area which is determined to be
reasonable, non arbitrary, and not against public policy may be enforced against
Employee. If Employee shall violate any of the covenants contained herein and if
any  court  action  is  instituted  by  the  Employer  to prevent or enjoin such
violation,  then  the  period  of  time  during  which  the  Employer's business
activities  shall  be  restricted,  as  provided  in  this  Agreement,  shall be
lengthened  by  a  period  of  time  equal to the period between the date of the
Employee's  breach of the terms or covenants contained in this Agreement and the
date  on  which  the decree of the court disposing of the issued upon the merits
shall  become  final  and  not  subject  to  further  appeal.
9.  No  Remedy  At Law. Employee agrees that the remedy at law for any breach by
Employee  of  the covenants contained in Sections 6 and 7 will be inadequate and
would  be  difficult  to  ascertain and therefore, in the event of the breach or
threatened  breach  of  any such covenants, the Employer, in addition to any and
all  other remedies, shall have the right to enjoin Employee from any threatened
or  actual  activities  in  violation  thereof; and Employee hereby consents and
agrees  that  temporary  and  permanent  injunctive relief may be granted in any
proceedings  which  might  be  brought to enforce any such covenants without the
necessity  of  proof  of  actual  damages.
10.  Representations  of  Employee.  Employee  hereby  makes  the  following
representations to Employer, each of which is material and is being relied on by
Employer  and  shall  be  true  as of the date hereof and throughout the Term of
Employment: a) Employment Qualifications. Employee shall (i) use Employee's best
efforts  to  maintain  qualifications  as  a  secretary,  (ii) is experienced in
administrative procedure, (iii) agrees to participate and shall participate in a
continuing  education and/or training programs, (iv) use Employee's best efforts
as  a  secretary.  b)  Factual  Information.  Any  and  all  factual information
furnished by Employee to Employer is true and accurate in every material respect
as of the date on which such information was furnished. c) Professional Conduct.
Employee  has  and  will  continue  to  conduct all activities in accordance and
compliance  with  any  and  all  laws,  regulations  and  ethical  standards. d)
Authority.  Employee  has  full power and authority to enter into this Agreement
and  perform  all  obligations  hereunder. The execution and performance of this
Agreement by Employee will not constitute a breach or violation of any covenant,
agreement  or  contract  to  which  Employee  is a party or by which Employee is
bound.
11.  Books,  Office  Equipment,  Etc. a) Employee's Ownership. All books, office
equipment  and  other  property  furnished  by  Employee shall remain Employee's
property.  b)  Employer's  Ownership.  All  instruments,  equipment,  furniture,
furnishings, supplies, products, samples, forms, charts, logs, brochures, client
records,  procedures, contracts and any other property, materials or information
furnished  by  Employer are and shall remain the sole property of Employer. Upon
termination  of  this  Agreement,  Employee  shall  return  all such property to
Employer.
12.  Assignability.  This  Agreement and the rights and duties created hereunder
shall  not  be  assignable or delegable by Employee. Employer may, at Employer's
option  and  without consent of Employee, assign its rights and duties hereunder
to  any  success  or  entity  or  transferee  of  Employer's  assets.
13. Notices. All notices or other communications provided for herein to be given
or  sent  to a party by the other party shall be deemed validly given or sent if
in writing and mailed, postage prepaid, by registered or certified United States
mail,  addressed  to  the parties at their addresses herein above set forth. Any
party  may give notice to the other parties at any time, by the method specified
above,  of a change in the address at which, or the person to whom, notice is to
be  addressed.
14.  Severability. Each section, subsection and lesser section of this Agreement
constitutes  a  separate and distinct undertaking, covenant or provision hereof.
In  the  event  that  any  provision of this Agreement shall be determined to be
invalid or unenforceable, such provision shall be deemed limited by construction
in scope and effect to the minimum extent necessary to render the same valid and
enforceable  provision  shall  be  deemed severed from this Agreement, but every
other  provision  of  this  Agreement  shall  remain  in  full force and effect.
15.  Effect  of  Termination.  The  termination  of this Agreement, for whatever
reason,  shall  not  extinguish  those  obligations of Employee specified in the
Restrictive  Covenants,  nor shall the same extinguish the right of either party
to  bring an action, either in law or in equity, for breach of this Agreement by
the  other  party.
16.  Waiver.  The failure of a party to enforce any term, provision or condition
of  this  Agreement  at  any  time or times shall not be deemed a waiver of that
term,  provision or condition for the future, nor shall any specific waiver of a
term,  provision  or  condition  at  one  time  be deemed a waiver of such term,
provision  or  condition  for  any  future  time  or  times.
17.  Parties.  This  Agreement  shall  be  binding  upon, and shall inure to the
benefit  of,  the parties hereto and their heirs, personal representative, legal
representative  and  proper  successors  and  assigns,  as  the  case  may  be.
18.  Governing  Law.  The laws of the State of Florida, without giving effect to
the principles of comity or conflicts of laws thereof shall govern the validity,
interpretation  and  performance  of  this  Agreement.
19.  Captions.  The  captions  of  this Agreement have been assigned thereto for
convenience  only, and shall not be construed to the limit, define or modify the
substantive  terms  hereof.
20.  Entire  Agreement;  Counterparts.  This  Agreement  constitutes  the entire
agreement  between  the parties hereto concerning the subject matter hereof, and
supersedes  all  prior  agreements, memoranda, correspondence, conversations and
negotiations.  This  Agreement  may  be  executed  in  several counterparts that
together  shall  constitute  but  one  and  the  same  Agreement.
21.  Costs  of Enforcement. In the event it is necessary for any party to retain
the  services  of  an  attorney  or to initiate legal proceedings to enforce the
terms  of this Agreement, the prevailing party shall be entitled to recover from
the  non-prevailing  party, in addition to all other remedies, all costs of such
enforcement,  including  reasonable  attorneys'  fees  and  including  trial and
appellate  proceedings.
22.  Gender,  Etc.  Words  used  herein,  regardless  of  the  number and gender
specifically  used,  shall  be deemed and construed to include any other number,
singular  or plural, and any other gender, masculine, feminine or neuter, as the
context  indicates  is  appropriate.  IN  WITNESS  WHEREOF, the undersigned have
hereunto  set  their  hands  on  the  date  first  above  written.


Signed  in  the  presence  of:                         Employee:


                                         ---------------------------------------
As  to  Employer                                   Lisa  Elliott

                                         ------------------------------------
As  to  Employee


Signed  in  the  presence  of:

ATTEST:                                                Employer:



                                       -----------------------------------------
Secretary                              By:  Director  for  Diamond  Powersports,
Inc.