Exhibit
      10.10




Trust
      Agreement





between





the
      Trustor, B2Digital, a company incorporated under the laws of the state of
      Delaware, USA, having its registered office at 9171 Wilshire Boulevard, Garden
      Suite B, Beverly Hills, CA 90210, USA, duly represented by its President and
      Chief Executive Officer Mr. Robert Russell, acting in accordance with the
      Articles of the Company;





and





the
      Trustee, RA Jorg-Andre Harnicsh, Roscherstraße 17 10629 Berlin
      Germany





is
      stipulated as follows:





1. The
      Trustee assumes


-
            to
                open up a bank account and to take all relevant steps for the completion
                of the Agreement


-
            the
                acceptance and custody of subscription offers for shares of the
                Trustor


-
            the
                receipt and custody of monies for shares of the
                Trustor


-
            the
                commissioning of the bank to emit shares to the allotees respectively
                to
                deposit the shares in securities
                deposits


-
            the
                transmission of received monies to the
                Trustor


-
            the
                payment of incurring costs regarding this agreement (e.g.: provisions,
                banking fees)





The
      Trustee commits to fulfill these duties in his own name but for Trustor’s  peril
      and
      on Trustor’s costs.








2. The
      Trustee is only allowed to dispose of Trustor’s shares and monies if  Trustor
      has ordered so or to fulfill this agreement. There is no application of  §
181
      BGB
      and the Trustee may act as principal and agent.




3. Trustor
      is going to release Trustee of all claims which might arise because of  the
      position as Trustee.





4. The
      Trustor supplies Trustee with all necessary information and material for  accomplishing
      this Agreement. This means also incoming orders and  confirmations
      of orders.





5. The
      Trustee has a right for compensation of any expenditures incurring under  this
      Agreement.




6. Trustee
      receives a remuneration of 2.5 % of the volume of  trade
      of
      the  administered
      assets. Trustee gives Trustor monthly notice of these  assets
      and may deduct the remuneration from the effects.





7. The
      Agreement has an indefinite term. Parties may terminate the agreement  in
      writing after three months notice.





8. All
      disputes and / or controversies, arising out of or in connection with the  Agreement
      shall be settled in negotiations. In case of disputes / controversies  not
      being
      settled in negotiations two weeks after the start of negotiations, the  venue
      of
      jurisdiction / litigation shall be Berlin, Germany and the applicable law  shall
      be
      that of the Federal Republic of Germany.





9. There
      are
      no additional agreements or riders to this Agreement. The  Agreement
      shall be amended and supplemented only by a written agreement  signed
      by
      authorised representatives of both Parties.








10. If
      any
      provision of the Agreement becomes partially or fully invalid, the other  provisions
      of the Agreement shall remain valid / unaffected, if it can be  assumed
      that the Agreement would have been concluded without including  the
      invalid provision (or its part). The Parties hereby agree that in the case
      of  the
      aforementioned situation, they will conclude as soon as possible the  additional
      agreement, which shall amend the invalid provisions of the  Agreement
      into the legal provisions, which shall, to the extent possible,  establish
      the same economical and legal effect as was intended when  agreeing
      on the invalid provision.




*/s/
              Robert Russell*
            
            
            */s/ RA Jorg-Andre
              Harnicsh**Robert
              Russell*
            
            
            *RA
              Jorg-Andre Harnicsh**Chief Executive
              Officer*Trustor
            
            
            Trustee