EXHIBIT 10(E)

                        SETTLEMENT AND RELEASE AGREEMENT


     This Settlement and Release Agreement  ("Agreement"),  dated the 1st day of
October, 1st 2000, is entered by and among ESSXSPORT CORP., a Nevada corporation
("EssXSport"),  FRED GRAY ("Gray"), and E. DREW CROWLEY ("Crowley").  EssXSport,
Gray and Crowley are collectively herein referred to as the "Parties", or singly
as a "Party" as the context requires or permits.

                                    RECITALS:

     A.    In connection with the consummation of a certain Exchange  Agreement,
           herein  so-called,  dated  September 17, 1998, (i) Gray,  Crowley and
           Simon  Ordonez  own shares in  EssXSport  Corp.1  (collectively,  the
           "Share(s)");  Gray owning 137,000 shares evidenced by EssXSport share
           certificate  number 0002,  Crowley owning 50,000 shares  evidenced by
           EssXSport  share  certificate  number 0003,  and Simon Ordonez owning
           50,000 shares evidenced by EssXSport share  certificate  number 0001,
           and (ii)  EssXSport  and Gray  entered into an  Employment  Agreement
           ("Employment Agreement") having a three (3) year term.

     B.    As a result of disputes among the Parties, Gray and Crowley commenced
           litigation  in the United States  District  Court for the District of
           Utah,  Central Division,  under the caption FRED GRAY, AN INDIVIDUAL,
           AND E. DREW CROWLEY, AN INDIVIDUAL,  PLAINTIFFS, VS. ESSXSPORT CORP.,
           A NEVADA CORPORATION, AND BRUCE CALDWELL, AN INDIVIDUAL,  DEFENDANTS,
           having Case No. 2:99CV 816C (the "Litigation").

     C.    Gray and  Crowley  desire to resolve  their  claims  asserted  in the
           Litigation  and the Parties  desire to resolve  all other  claims and
           disputes which they or each of them may have against another Party or
           any director,  officer,  employee,  agent, attorney,  accountant,  or
           affiliate  of any  Party  arising  out of and  relating  to,  but not
           limited  to:  (i)  the  Exchange   Agreement;   (ii)  the  Employment
           Agreement; (iii) any other matters or dealings in any way arising out
           of or related to claims asserted in the  Litigation,  and/or (iv) the
           relationships and dealings between or among the Parties.

                                    AGREEMENT

     In  consideration  of the mutual  promises and the releases set forth below
and  other  valuable   consideration,   the   sufficiency  of  which  is  hereby
acknowledged,  the Parties  agree to settle and  discharge  all claims,  rights,
liabilities and obligations between or among them as follows:

     1.    INCORPORATION  OF  RECITALS;  DEFINITIONS,  AND  REPRESENTATIONS  AND
           WARRANTIES.

     1.1   RECITALS. Each of the recitals is incorporated into this Agreement as
           a material part hereof.  Each of the Parties  represents and warrants
           that each of the  recitals  is true and correct to the best of his or
           its knowledge and belief.

     1.2   DEFINITIONS.  "Claim" or "Claims"  shall  include any and all claims,
           disputes, liabilities,  obligations, losses, actions, accounts, dues,
           sums of money, executions,  extents, reckonings, bonds, liens, bills,
           costs, expenses (including attorney's fees), causes of action, suits,
           debts,    controversies,     covenants,    contracts,     agreements,
           representations,  promises, infringements, judgments, demands, and/or
           damages whatsoever, in law or in equity, whether fixed or contingent,
           whether known or unknown,  suspected or unsuspected,  including those
           related to unknown and unsuspected  injuries,  as well as unknown and
           unsuspected  consequences of known or suspected injuries,  and any or
           all of them  whether or not asserted in the  Litigation,  both in the
           United States and worldwide.

(1)EssXSport  delivered 150,000  EssXSport Shares to Gray and Crowley.  Gray and
Crowley, in turn, through a separate arrangement between them and Simon Ordonez,
arranged for Ordonez to receive 50,000 of those shares.

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     1.3   REPRESENTATIONS  AND  WARRANTIES.  As a  material  inducement  to the
           Parties to enter into this Agreement, each Party, as may be the case,
           represents and warrants to each other Party as follows:

     1.3.1 As to each  Party  that is a  corporation:  (a)  that  such  Party is
           validly  existing and in good standing under the laws of the state of
           its incorporation;  (b ) the execution and delivery of this Agreement
           and the consummation of the transactions contemplated hereby will not
           violate  provisions of the such Party's  articles of incorporation or
           by-laws and are not  prohibited  by the  provisions  of any document,
           instrument,  or paper to which such Party is a party or is bound; and
           (c) has all requisite power and authority to execute and deliver this
           Agreement and to consummate the transactions  contemplated  hereby on
           its part to be performed.

     1.3.2 This  Agreement  and each document  executed in connection  therewith
           constitutes  a legal,  valid and  binding  obligation  of each  Party
           enforceable  against such Party in accordance with its terms,  except
           as   enforcement   of  such  terms  may  be  limited  by  bankruptcy,
           insolvency, reorganization,  moratorium or similar laws affecting the
           enforcement of creditors' rights generally and by the availability of
           equitable remedies and defenses.

     1.3.3 No Party has made any transfer,  assignment, pledge, hypothecation or
           other  disposition  of any  Claim  that  he or it has or  might  have
           against  another Party or has created any lien,  encumbrance or other
           impediment  to the  title of any  Claim and to the best of his or its
           knowledge there are no such liens,  encumbrances or other impediments
           to the title of any Claim. Each Party is the sole owner of all right,
           title and  interest  in and to all  Claims  which he or it has or may
           have against another Party.

     2.    DISMISSAL OF THE LAWSUIT AND TERMINATION OF EMPLOYMENT AGREEMENT.

     2.1   DISMISSAL  OF   LITIGATION.   Immediately   upon  execution  of  this
           Agreement,  the  Parties  shall  execute  and  tender to each other a
           stipulation in the form of annexed Exhibit "A". The stipulation shall
           effectuate  a dismissal  with  prejudice  of all of the Claims of the
           Parties asserted in the Litigation, each Party to bear his or its own
           fees and costs.

     2.2   TERMINATION OF EMPLOYMENT AGREEMENT.  The Employment Agreement by and
           between  EssXSport  and  Gray  is  hereby  terminated  and is  hereby
           declared null and void.

     3.    RELEASES.  In consideration  of the promises  contained  herein,  the
           Parties  agree,  with the sole exception of rights arising under this
           Agreement,  including,  but not  limited  to,  rights  for  breach of
           express  representations  and  warranties  set forth  herein,  to the
           following releases:

     3.1   RELEASE BY GRAY AND CROWLEY. Upon execution of this Agreement and for
           good and  valuable  consideration,  the  receipt  of which is  hereby
           acknowledged,  Gray and Crowley and each of them,  for themselves and
           on  behalf of their  marital  community,  and all  their  affiliates,
           agents,  employees,  assigns, legal representatives,  trustees, heirs
           and devisees,  will be deemed to have released and forever discharged
           EssXSport  and  its  officers,  directors,  shareholders,  employees,
           agents,  affiliates,   trustees,   successors,   assigns,  attorneys,
           accountants,  consultants  and  other  professionals  (the  "Released
           Parties")  from all  Claims  that  they or either of them have or may
           have against  EssXSport  and the  Released  Parties as of the date of
           this Agreement,  including, but not limited to, all Claims related to
           the  Litigation,  and in the case of Gray all  Claims  related to the
           Employment Agreement. It is an express condition of the consideration
           of this  Agreement,  and it is the  intention of Gray and Crowley and
           each of them,  that this  Section 3.1 shall be  effective as a bar to
           each and every Claim held by them. Gray and Crowley  acknowledge that
           EssXSport  has relied upon the  provisions  of this  Section 3.1 as a
           condition to entering into this Agreement. Gray and Crowley, and each
           of them,  expressly  consents,  based upon advice of their respective
           legal counsel, that the provisions of this Section 3.1 shall be given
           full force and effect  according to all of its provisions,  including
           those relating to unknown and unsuspected Claims.

     3.2   RELEASE BY ESSXSPORT.  Upon execution of this Agreement, and for good
           and   valuable   consideration,   the  receipt  of  which  is  hereby
           acknowledged,  EssXSport  for  itself  and  all  of  its  affiliates,
           officers,   directors,   employees,  agents,  trustees,   successors,
           assigns,  and legal  representatives  will be deemed to have released
           and forever discharged Gray and Crowley and

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           their  respective  employees,   agents,  trustees,   assigns,  heirs,
           devisees, attorneys, accountants,  consultants an other professionals
           (the "Plaintiff Released Parties") from all Claims that it has or may
           have against Gray and/or Crowley and the Plaintiff  Released  Parties
           as of the date of this Agreement,  including, but not limited to, all
           Claims related to the Litigation,  and in the case of Gray all Claims
           related to the Employment  Agreement.  It is an express  condition of
           the  consideration  of this  Agreement,  and it is the  intention  of
           EssXSport,  that this Section 3.2 shall be effective as a bar to each
           and every Claim of EssXSport.  EssXSport  acknowledges  that Gray and
           Crowley  have relied upon this Section 3.2 as a condition to entering
           into this Agreement.

           EssXSport expressly consents, based upon advice of its legal counsel,
           that this Section 3.2 shall be given full force and effect  according
           to all of its  provisions,  including  those  relating to unknown and
           unsuspected Claims.

     4.    RESTRICTIONS ON SHARES.
           ----------------------

     4.1   SHARE LOCK-UP. The Shares and each certificate  evidencing the Shares
           are  subject  to  the  Share  "lock-up  agreement"  in the  form  and
           substance of annexed  Exhibit "B".  Gray and Crowley agree to execute
           and to cause Simon  Ordonez to execute such Share  lock-up  agreement
           concurrently with the execution of this Agreement.

     4.2   RESTRICTED SECURITIES.  Gray and Crowley and each of them acknowledge
           that (i) the  Shares  are not and will not be  registered  under  the
           Securities  Act of 1933, as amended,  or any state  securities  laws,
           (ii) the Shares are  restricted  securities,  (iii)  transfer  of the
           Shares is significantly  limited, and (iv) the Shares may not be sold
           or  offered  for  sale  in  the  absence  of an  opinion  of  counsel
           satisfactory  to EssXSport  that  registration  of such Shares is not
           required.

     5.    CONFIDENTIALITY; NON-DISPARAGEMENT.

     5.1   CONFIDENTIALITY.  As a material  inducement  for the Parties to enter
           into this Agreement,  the Parties agree that they,  their  attorneys,
           accountants,  and other consultants shall keep strictly  confidential
           the terms of this  Agreement,  and the  consideration  provided.  The
           obligation  of  confidentiality  does not  prohibit  the Parties from
           disclosing  the  simple and single  fact that an  agreement  has been
           reached  and  the  Litigation  dismissed,  but it does  preclude  the
           Parties from  disclosing the amount of any compromise  that was made,
           the  rationale  or method  behind the  agreement to  compromise,  the
           substance of settlement  negotiations,  or the merits or substance of
           any of the Claims.  Although the Parties shall be entitled to discuss
           these matters with necessary parties, such as attorneys,  accountants
           and other  consultants,  or as may be required by law (including laws
           and  regulations   regarding  so-called  public  company  information
           disclosure  obligations) or court order,  the Parties shall use their
           best efforts to maintain the confidential nature of such matters. The
           Parties  understand  and agree that the fact that the  Litigation has
           settled (but not the terms and  conditions  thereof) may be disclosed
           to others, and that the same shall not be a violation of this Section
           5.1. To the extent that an action,  motion, or other legal proceeding
           is initiated  where the  disclosure of the terms that are the subject
           of this  confidentiality  agreement  are sought,  the Party from whom
           disclosure  is being sought will  immediately  provide  notice to the
           other  Parties  of  the  pending  action,   motion,  or  other  legal
           proceeding.  Any statement or  disclosure  by any of the Parties,  or
           their   attorney,   accountant   or  other   consultant   other  than
           specifically  in accordance with the terms of this Section 5.1, shall
           be a breach of this Agreement.  The Parties  recognize and agree that
           any  breach  of the  provisions  of  this  Section  5.1  shall  cause
           substantial harm and damage to the non-breaching Party or Parties, as
           may be the case.

     5.2   Non-disparagement.
           -----------------

     5.2.1 EssXSport  agrees  that it will  not  make or  cause  to be made  any
           statements,  observations,  opinions or communicate  any  information
           (whether oral,  written or otherwise) that disparages or is likely in
           any way to harm the  reputation of Gray and/or Crowley at any time in
           the future.

     5.2.2 Gray  and  Crowley  and each of them  agree  that he will not make or
           cause  to  be  made  any   statements,   observations,   opinions  or
           communicate any information (whether oral, written or

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           otherwise)  that  disparages  or is  likely  in any way to  harm  the
           reputation  of  EssXSport  or  any  officer,  director,  employee  or
           investor of EssXSport at any time in the future.

     5.2.3 The term  "disparage"  used in this Section 5.2 is hereby  defined to
           mean  the  making  of  comments  or  statements,   oral,  written  or
           otherwise,  to any  individual  or entity  that could  reasonably  be
           expected  to  adversely  affect  in any  manner  (i) the  conduct  of
           business by a Party, or (ii) the personal or professional  reputation
           of a Party.

     6.    NO ADMISSION OF LIABILITY. It is understood and expressly agreed that
           none of the  consideration  specified  in  this  Agreement  shall  be
           construed as an admission of any liabi1ity or  wrongdoing  whatsoever
           on the part of any  Party,  or any of the other  Released  Parties or
           Plaintiff  Released  Parties,  by whom  liability or  wrongdoing  has
           always been and now is expressly  denied,  but is made in  compromise
           and settlement of disputed claims.

     7.    ENTIRE  AGREEMENT.  This Agreement  constitutes the entire integrated
           agreement  among the  Parties  and  supersedes  any and all prior and
           contemporaneous agreements, promises, representations,  negotiations,
           and understandings of the Parties, whether written or oral.

     8.    MODIFICATION  AND  WAIVER.  No  modification  or  amendment  to  this
           Agreement  shall be  effective  unless in  writing  and signed by all
           Parties.  No waiver shall be effective unless in writing and executed
           by the Party against whom enforcement of the waiver is sought.

     9.    REVIEW OF AGREEMENT. The Parties expressly acknowledge that they have
           entered this Agreement knowingly and voluntarily, and that each Party
           has had the advice of counsel prior to executing it.

     10.   BINDING EFFECT. This Agreement shall be binding upon and inure to the
           benefit  of  the   Parties   and  their   respective   heirs,   legal
           representatives, successors and assigns, and the Released Parties and
           Plaintiff Released Parties.

     11.   GOVERNING  LAW. This Agreement  shall be interpreted  and enforced in
           accordance  with the laws of the State of Utah.  With  respect to any
           action or proceeding  arising out of or related to this Agreement and
           the transactions  contemplated  hereby the Parties irrevocably submit
           to the  jurisdiction  of any Utah or United States  Federal  District
           Court sitting in Utah and no other court or jurisdiction. The Parties
           agree, represent and warrant to each other that the selection of Utah
           as a jurisdiction  for actions or proceedings is consciously made and
           is reasonable to the Parties.

     12.   EXECUTION  OF   AGREEMENT.   This   Agreement   may  be  executed  in
           counterparts.  The  execution by all of the Parties by each signing a
           counterpart of this instrument  shall  constitute a valid  execution.
           This  instrument  and all of its  counterparts  so executed  shall be
           deemed for all purposes to be a single instrument.

     13.   ATTORNEYS'  FEES.  In the  event  any  proceeding  or  litigation  is
           commenced  between or among the Parties or any of them concerning the
           terms of this Agreement, or the rights and duties of the Parties, the
           prevailing  Party in such proceeding or litigation shall be entitled,
           in addition to such other relief as may be available or granted, to a
           reasonable sum as and for the prevailing  Party's attorneys' fees and
           costs,  including  non-taxable costs, and litigation related expenses
           including  expert  witness fees and those fees and costs  incident to
           any  action or  participation  in (or in  connection  with) a case or
           proceeding  involving  a party  under the  applicable  chapter of the
           federal  bankruptcy  code (11 U.S.C.  101, et seq.) or any  successor
           statute  thereto,  whether such costs  expenses and fees are incurred
           prior to or after judgment.

     14.   HEADINGS.   The  headings  used  in  this   Agreement  are  used  for
           administrative purposes only and do not constitute substantive matter
           to be considered in construing the terms of this Agreement.

     15.   CONSTRUCTION. This Agreement is intended to express the mutual intent
           of the  Parties,  and  irrespective  of the  identity of the Party or
           counsel who prepared this  document,  no rule of strict  construction
           shall be applied against any Party. All words used herein shall refer
           to the  appropriate  number or  gender,  regardless  of the number or
           gender  stated.

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     16.   MATERIALITY.   All   covenants,   agreements,   representations   and
           warranties  made herein  shall be deemed to be  material  and to have
           been  relied on by the Parties in entering  into this  Agreement  and
           shall survive the execution and delivery of this Agreement.

     17.   INDULGENCE NOT WAIVERS. Neither the failure nor any delay on the part
           of any Party to exercise any right,  remedy, power or privilege under
           this  Agreement  shall  operate  as a waiver  thereof,  nor shall any
           single or partial exercise of any right,  remedy,  power or privilege
           preclude  any other or further  exercise  of the same or of any other
           right, remedy, power or privilege, nor shall any waiver of any right,
           remedy,  power  or  privilege  with  respect  to  any  occurrence  be
           construed as a waiver of such right,  remedy, power or privilege with
           respect to any other occurrence.

     18.   NOTICES.  All notices or other  communications  under this  Agreement
           required  or  permitted  to be given shall be in writing and shall be
           deemed  to have been  duly  given  when  delivered  personally  or by
           facsimile transmission,  in either case with receipt acknowledged, or
           five days after being sent by  registered or certified  mail,  return
           receipt requested, postage prepaid as follows:


           If to EssXSport:
                             -------------------------
                             -------------------------
                             -------------------------

           With a copy to:   Parsons, Davies, Kinghorn & Peters
                             185 S. State Street, Suite 700
                             Salt Lake City, UT 84111
                             Attn:  David W. Scofield
                             Facsimile:  801-363-4378

           If to Gray:       Fred L. Gray
                             621 Aston
                             Nampa, ID  83651
                             Facsimile: ______________

           If to Crowley:    E. Drew Crowley
                             2216 North 200 East
                             Provo, UT  84604-5864
                             Facsimile: (801) 581-9799

     Any Party may change his or its  address by  providing  notice to the other
Parties in accordance with the provisions of this Section 18.

                                        ESSXSPORT CORP., a Nevada Corporation

                                        By /s/ Bruce Caldwell
                                           -------------------------
                                        Its President

                                        /s/ Fred Gray
                                        -------------------------
                                        FRED GRAY, Individually

                                        /s/ E Drew Crowley
                                        -------------------------
                                        E. DREW CROWLEY, Individually

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