CONTENTS

1.     Interpretation     2
2.     Licence     2
3.     Quality  of  Licensed  Products     3
4.     Use  of  the  Property     4
5.     Infringements     4  -  5
6.     Jordan's  Obligations     5  -  6
7.     Consideration     6
8.     Calculation  and  Payment  of  Royalties     6  -  7
9.     Payments     7  -  8
10.     Affiliated's  Obligations  and  Undertakings     8  -  11
11.     Indemnity     11
12.     Term  and  Termination     11  -  12
13.     Limitation  of  Liability     12
14.     Confidentiality     13
15.     Notices     13  -  14
16.     Force  Majeure     14
17.     General     14  -  15
18.     Miscellaneous     15

SCHEDULE  1     16
Definitions  and  Interpretation     16  -  19


SCHEDULE  2     20
Manufacturing  Agreement     20  -  21


SCHEDULE  3     22
Distribution  Agreement     22  -  23


SCHEDULE  4     24
Statement     24


<PAGE>

DATE:     August  31,  2000                         NO.:  JGP  004

PARTIES:

(1)     JORDAN  GRAND  PRIX  LIMITED  (a  company registered in England     with
number  2417588)  whose  registered  office  is  at  Dadford  Road, Silverstone,
Northamptonshire,  England  NN12  8TJ  (JORDAN);  and

(2)     AFFILIATED  RESOURCES CORPORATION (a company registered     in USA, with
I.R.S. Employer I.D. Number 84-1045715) whose principal     place of business is
at  3050  Post  Oak  Boulevard,  Suite  1080,  Houston,  Texas,     USA  77056
(AFFILIATED).


1.     INTERPRETATION.

     1.1     The  definitions and general provisions in schedule 1 apply to this
agreement.


2.     LICENCE.

     2.1     Jordan  grants  to  Affiliated, on the terms of this agreement, the
non-               exclusive  right  and  licence  to  use  the  Property in the
Territory  during  the          Term,  and if the parties agree, then during the
Renewal  Term,  solely  in
          connection  with  the  manufacture  or  Distribution  of  the Licensed
          Products.

     2.2     Affiliated  must not use the Property other than in connection with
the          manufacture  or  Distribution  of the Licensed Products without the
prior          written  consent  of  Jordan.

     2.3     Affiliated  must  not  sell the Licensed Products packaged together
with          any  other  product  without  the prior written consent of Jordan.

     2.4     The  right  and  licence  granted  pursuant  to  this  agreement is
personal  to          Affiliated  and  does  not  include any right to assign or
grant  sublicenses,          or  to  have  the Licensed Products manufactured or
Distributed  for  it  by
          any  third  party  without  Jordan's  prior  written  consent.

     2.5     In  the  event  Affiliated wishes to contract with a third party to
manufacture  the  Licensed  Products  on  its  behalf,  Affiliated  shall not do
          so  without  the  prior  written  consent  of  Jordan. Once such prior
written          consent  has  been  obtained, Affiliated will not contract with
such  third
          party  unless  such third party has first entered into a Manufacturing
Agreement.


<PAGE>

     2.6.     In the event Affiliated wishes to with a third party to distribute
Licensed
          Products, Affiliated shall not do so without the prior written consent
of
          Jordan.  Once such prior written consent has been obtained, Affiliated
will  not  contract  with  such  third  party  unless such third party has first
          entered  into  a  Distribution  Agreement.

     2.7     The  agreement  does not give Affiliated the right to use the logos
or               marks  of any Sponsor, except to the extent that such logos are
contained
          in  the  Photograph and the Photograph is used in accordance with this
agreement.

     2.8     If requested to do so by Jordan, Affiliated will apply jointly with
Jordan  to  the  registrar  of  trade  marks in any country within the Territory
for  the  registration  of  the  licence  to  Affiliated,  and  for this purpose
will  enter  into  a  registered  user  agreement  in a form reasonably required
by  Jordan.


3.     QUALITY  OF  LICENCE  PRODUCTS.

     3.1     All  Licensed  Products  and  Materials  manufactured by Affiliated
using
          the  Property  shall  comply  with standards of quality in relation to
their          manufacture,  materials  used,  workmanship,  design,  packaging,
storage
          and  safety  as  are  agreed  by  Jordan  from time to time and as are
required          by  any  relevant  laws  or  regulations of any country in the
Territory  in          which  the  Licensed  Products  are  manufactured  and or
Distributed.

     3.2     Affiliated  will submit to Jordan for its approval a pre-production
prototype  and  two  samples  of  any  Licensed  Product  and  Material
          which  it  proposes  to  manufacture  or  Distribute, pursuant to this
          agreement  and  Affiliated  will  not  manufacture  or  Distribute any
Licensed          Products  until  it  has  received  Jordan's  prior  written
approval;

     3.3     Jordan  will  notify Affiliated if it does not approve any Licensed
Product  or  Material  supplied  to  it  in  accordance  with  subclause  3.2
          within  28  days  of  receipt  of  such  item  giving  its reasons for
withholding          its  approval  and  indicating  any changes to the Licensed
Products  or               Material  which  may  make  it  acceptable to Jordan;

     3.4     For  the  purpose of ensuring that Affiliated is complying with the
quality          standards:

          3.4.1     Affiliated  will as reasonably requested by Jordan from time
to               time  supply  to  Jordan at Affiliated's expense samples of the
Licensed  Products and Materials for the purpose of inspecting               and
testing  the  same;  and


<PAGE>

          3.4.2     Jordan  by  its authorised representatives may on reasonable
notice  and  at  its  own  expense  visit  Affiliated's  premises  during
               normal  business  hours  to  inspect the method of manufacture of
               the Licensed Products, the Materials used, and the storage of the
               Licensed  Products.

     3.5     Licensed  Products using the Property which in Jordan's opinion are
not          of  the  quality  required  by  Jordan  under clause 3.2, or do not
comply          with  clause  3.1,  will  immediately  on  notice being given by
Jordan  to
          Affiliated  be  withdrawn  from  manufacture  and  Distribution  by
          Affiliated.  Such  Licensed  Products  shall  either  be  corrected or
destroyed
          or returned to Jordan at Jordan's option.  Jordan may inspect any such
          corrected  Licensed  Products  before  they  are  re-marketed.

     3.6     If  at  any  time  Affiliated  becomes  aware  of any defect in any
Licensed          Product manufactured by Affiliated it shall immediately inform
Jordan.

     3.7     Jordan's  approval pursuant to clause 3.2 relates solely to quality
and  use          of the Property by Affiliated on the Licensed Products and not
for  any
          other  purposes including the quality of the Licensed Products and the
          compliance  of  such  Licensed  Products  with  all  applicable  laws.

     3.8     If  Jordan  has  any  grounds  for  reasonably  believing,  after
consulting  the          Licensee that clauses 10.1.19 and 10.1.20 have not been
complied with,          it may require that the Licensee suspend Distribution of
the  Licensed
          Products  in  all  or  part  of  the  Territory until such time as the
Licensee  has          shown compliance to the reasonable satisfaction of Jordan
with  clauses
          10.1.19  and 10.1.20 in respect of that part of the Territory to which
the
          suspension  applies.

     3.9     No  less  than  one  month  before  commencing  Distribution of the
Licensed          Products  in  any  part  of  the Territory, the Licensee shall
produce  to
          Jordan:

          3.9.1     evidence that it has complied with clauses 10.1.18, 10.1.20,
and               10.2;

          3.9.2     a  report  from an independent expert appointed by agreement
between  the  parties,  or  in  the  absence  of  such  agreement  by  the
               president  for  the  time  being  of  the  Institute of Chartered
               Accountants  confirming  compliance  with  clause  10.1.19.


<PAGE>

4.     USE  OF  THE  PROPERTY.

     4.1     All  use  of  the Property by Affiliated will be for the benefit of
Jordan  and          the  goodwill accrued by Affiliated arising from its use of
the  Property          will  accrue  to  and  be held in trust by Affiliated for
Jordan  which
          goodwill  Affiliated  agrees to assign to Jordan at its request at any
time
          whether  during  or  after  the  Term.

     4.2     Whenever the Property is used by Affiliated it shall be accompanied
by          wording  to  show  that  the Property is used by Affiliated with the
permission  of  Jordan  and  the  terms  of  such  wording and its placing shall
be  as  reasonably  requested  by  Jordan.

     4.3     Affiliated  will  use the Property in the form stipulated by Jordan
from          time  to  time and will observe all reasonable directions given by
Jordan          as  to  colours  and size of the representations of the Property
and  its               manner  and  disposition  on  the  Material.

     4.4     Affiliated  shall  not  use any mark or name confusingly similar to
the               Property  in  respect  of  any  goods  similar to the Licensed
Products  and
          shall  not  use  the  Property on any goods or services other than the
          Material.

     4.5     Affiliated  shall  not  use  the  Property as part of any corporate
business  or          trading  name  or  style  of  Affiliated.


5.     INFRINGEMENTS.

     5.1     Affiliated  will give Jordan full particulars in writing of any use
or               proposed  use  by  any other person, firm or company of a trade
name,
          trade  mark  or  get-up  of  goods or mode of promotion or advertising
          which  amounts  or  might  amount  either  to infringement of Jordan's
          rights  in  relation  to  the  Property  or  to  passing-off or unfair
competition
          or  any  analogous  event  under  the law of any relevant jurisdiction
          immediately  upon  becoming  aware  of  such  use  or  proposed  use.

     5.2     If  Affiliated becomes aware that any other person, firm or company
          alleges that use of the Property infringes any rights of another party
or          that  the  Property  is  otherwise attacked or attackable Affiliated
will
          immediately give Jordan full particulars in writing of such allegation
and
          will  make  no  comment  or admission to any third party in respect of
such
          allegation.

     5.3     Jordan  will  have  the  conduct of all proceedings relating to the
Property          and  shall in its sole discretion decide what action if any to
take  in  respect
          of  any  claim or counterclaim brought or threatened in respect of the
use          of  the Property. Jordan will not be obliged to bring or defend any
proceedings  in  relation  to  the Property if it decides in its sole discretion
not  to  do  so.


<PAGE>

     5.4     If  use of the Property or the Distribution of the Licensed Product
is               prohibited  in any part of the Territory the licence to use the
Property  in
          that  part  of  the  Territory  will  be  terminated.

     5.5     Affiliated  will at the request of Jordan give full co-operation to
Jordan  in          any  action,  claim  or proceedings brought or threatened in
respect  of
          the  Property and Jordan will meet any reasonable expenses incurred by
          Affiliated  to  third  parties  in  giving  such  assistance.


6.     JORDAN'S  OBLIGATIONS.

     6.1     Affiliated  may make use of statements by Jordan's employees on the
Materials,  subject  to  Affiliated  obtaining  Jordan's  prior  written consent
to  the  contents  of  the  statement,  the  fact  that is to be attributed to a
Jordan  employee  and  the  proposed  use  of  such  statement.

     6.2     Jordan  will  offer for sale on behalf of Affiliated, on such terms
as  may          be  agreed  between  the  parties,  a selection of Affiliated's
Licensed
          Products  chosen  by  Jordan  on  the  Jordan  web  site.

     6.3     If  Jordan  creates  and  or  manages  any  permanent free-standing
          boutiques featuring any other licensed products, Jordan will offer for
sale  on  behalf  of  Affiliated,  on  such  terms  as may be agreed between the
parties,  a  selection  of  the  Licensed  Products  chosen  by  Jordan.

     6.4     During  each  Year, Jordan will permit Affiliated use of a Show Car
on          such  terms  as  may  be  agreed  between  the  parties,  for  five
consecutive
          days  in  the United States of America and one day in each of Germany,
Japan,     and  the  United  Kingdom,  excluding  four  days  transportation
time  per  Year.

     6.5     Affiliated may purchase a maximum number of 10 additional days' use
of  the  Show  Car  on  such  terms  as  may  be  agreed  between  the  parties.

     6.6     It  is  a  condition  of  sub-paragraphs  6.4  and  6.5  that:

          6.6.1     Affiliated arranges suitable insurance in the sum of  50,000
against  the  possibility  of  damage  to  the  Show  Car  whilst  it  is  on
               display  or, having been delivered to the display site, whilst it
is
               being  moved  into  position  for such display or being taken off
               such  display  prior to it being taken from the display site; and


<PAGE>

          6.6.2     Affiliated  will  pay all reasonable transportation costs of
the                    Show  Car.

     6.7     Jordan  will  use  its  reasonable  endeavours  to  make a Show Car
available          for  the dates required by Affiliated pursuant to clauses 6.4
and  6.5.
          Affiliated acknowledges that the use of the Show Car on specific dates
is
          subject  to  availability  and  Jordan's  right to refuse availability
where  the
          time  taken to transport the Show Car will in Jordan's opinion be such
as
          to  deny  other  parties  reasonable  access  to  the  Show  Car.

     6.8     Jordan  will  allocate  one  half-page of advertising space in each
future
          issue  of  the  J  Magazine on such terms as may be agreed between the
parties  for  use  by  Affiliated  subject  to  Jordan's  approval  of  the
          advertisement  and  payment  by Affiliated of the relevant advertising
fee.

     6.9     Jordan will use reasonable endeavours to encourage third parties at
events  who  managed  temporary  kiosks  offering  Jordan-branded
products  for  sale  at  Races  in  United  Kingdom,  the  United  States  of
America,  Japan,  and  Germany,  and  Jordan-specific  supporter-related
          events  to  stock  a  selection  of  the  Licensed  Products.

     6.10     Jordan  will  use  reasonable  endeavours  to assist Affiliated in
obtaining,          at  cost,  tickets  to  Races held during the Term in United
Kingdom,
          Germany,  Japan,  and  the  United  States  of  America.


7.     CONSIDERATION.

     7.1     In  consideration  of  the  grant  of  rights  to Affiliated in the
Territory               pursuant  to this agreement, Affiliated agrees to pay to
Jordan  in               accordance  with  clause  8:

          7.1.1     either,  or  both  of  the  following  sums  which  are  not
refundable               in  any  circumstances  and  is  not  to  be set off or
treated  as  an
               advance  against  future  royalty:

               7.1.1.1     $75,000  during  the  Term;

               7.1.1.2     $150,000  during  the  Renewal  Term;

          and

          7.1.2     15  per  cent  of  the  Net  Invoice  Price of each Licensed
Product
               distributed  through  wholesale  means  in  the  United States of
America;  or


<PAGE>

          7.1.3     30  per  cent  of  the  Net  Invoice  Price of each Licensed
Product
               distributed  through  wholesale means in the Territory, excluding
the  United  States  of  America;  or

          7.1.4     30  per  cent  of  the  Net  Invoice  Price of each Licensed
Product               sold  directly  to  consumers.



8.     CALCULATION  AND  PAYMENT  OF  ROYALTIES.

     8.1     The  sum  referred  to  in  clause  7.1.1 will be paid to Jordan as
follows:

          8.1.1     US$  5,000  on  signature  of  the  agreement;

          8.1.2     US$70,000  on  1  March,  2001;

          8.1.3     and  pursuant  to  the  Renewal  Term being agreed to by the
parties,               then:

               8.1.3.1     US$75,000  on  1  March,  2002;  and

               8.1.3.2     US$75,000  on  1  March,  2003.

     8.2     Within  30  days:

          8.2.1     of  the  end  of  each  Month, Affiliated shall complete and
deliver  to               Jordan a Statement, in accordance with schedule 4, for
sales
               detailing  Licensed  Products  Distributed  during  each  Month
               in  the  United  Kingdom,  Germany,  Japan, and the United States
of  America;  and

          8.1.2     of  the  end  of each Quarter, Affiliated shall complete and
deliver               to  Jordan a Statement, in accordance with schedule 4, for
sales
               detailing  the  Licensed Products Distributed during each Quarter
throughout  the  Territory,  excluding  Licensed  Product  Distributed
in  the  United  Kingdom,  Germany,  Japan,  and  the  United  States
               of  America.

     8.3     Receipt or acceptance by Jordan of any Statements, or payments made
by  Affiliated  in  accordance  with  subclauses  7.1.2,  7.1.3,  or 7.1.4 shall
          not  prevent Jordan from questioning the correctness of the Statements
or          payments  at  any time and in the event that any mistakes in payment
or          inconsistencies  are  discovered in the Statements or payments, they
shall
          immediately  be  rectified and the appropriate payments made to Jordan
by          Affiliated.


<PAGE>

     8.4     Within  30  days  of  the  end of each calendar Quarter, Affiliated
shall  pay
          to Jordan the amount of any royalty payments due to Jordan pursuant to
subclauses  7.1.2  and  7.1.3,  as  itemised  on  the  Statements  in respect of
such  Quarter  referred  to  in  clause  8.2.

     8.5     Subject  to  Jordan  providing  Affiliated  with  two working days'
notice,          Affiliated  must  make  available  to  Jordan or its authorised
          representatives all information, documents, books of account and other
          records  relating  to  the  Distribution  of  Licensed  Products  by
Affiliated,
          from  the  Commencement  Date  up  to  the  sixth  anniversary  of the
          Termination  Date  and  shall permit Jordan to make copies of any such
documents,  books  of  account  and  records  for  the  purpose  of  making  an
audit  of  sales  of  Licensed  Products.  Jordan  shall  pay  for  the fees and
expenses  of  such  audit  unless  the  audited  books  of  Affiliated reflect a
          discrepancy  of more than 1.5 percent of the royalty reported and paid
to
          Jordan  under  subclauses 7.1.2 and 7.1.3. In such an event Affiliated
shall  pay  the  fees  and  expenses  incurred  by  Jordan  in  respect  of such
          audit.


9.     PAYMENTS.

     9.1     All  sums  due  Jordan will be paid by Affiliated to be received by
Jordan
          on  the  due  dates  for  payment  of  such  sums  at:

               AIB  (GB)  Bank  plc
               18  St.  Edmunds  Road
               Northampton
               England  NN1  5EM
               Account:  17076065
               Sort  Code:  23-85-87

     9.2     All  sums payable under this agreement are exclusive of value added
tax          or  other  applicable taxes or duties, for which Affiliated will be
          additionally  liable.  Such sums will be paid without any deduction or
          withholding  except  any  tax  which  Affiliated is required by law to
deduct
          or  withhold,  in  which  case  the payment made by Affiliated will be
increased  to  the  extent  necessary  to  ensure that Jordan receives a net sum
          equal to the sum it would have received had there been no deduction or
          withholding.


<PAGE>

     9.3     All  sums  not  paid  by  Affiliated to Jordan by the due date will
incur               interest  at  the  rate  of five percentage points above the
then  current  annual          base  rate  of  AIB  (GB)  Bank plc on the amount
outstanding  for               the  period  from  the  due  date  to the date of
receipt  of  cleared  funds  and
          such  interest  will be paid no later than one month from the due date
of
          the  original  payment  failing  which  it will itself be added to the
amounts
          outstanding  and  bear  interest  at  the  same  rate.


10.     AFFILIATED'S  OBLIGATIONS  AND  UNDERTAKINGS.

     10.1     Affiliated  warrants  and  undertakes  that  it:

          10.1.1     will  set  up  an  active Distribution network for Licensed
Products
               in  the  United  States  of  America,  the  United  Kingdom,  and
Germany  no  later  than  1  March,  2001;  and  in  Japan  no  later  than
               1  November,  2001;  and  will use its best endeavours to promote
and  develop  the  Distribution  of  the  Licensed  Products
               throughout  the  Territory;

          10.1.2     will ensure that its activities will do nothing to harm the
               reputation,  image  or  goodwill of Jordan or the Property or any
               of  its  Sponsors;

          10.1.3     will  not  permit  the  issue of any press release or media
statement               relating  in  any  way to Jordan or the Property without
the  prior
               written  approval  of  Jordan;

          10.1.4     will  at  the  request of Jordan supply to it or, as it may
direct,                    Licensed  Products  not  exceeding  two cases of each
Licensed               Product  in any Year at no charge for testing by Jordan's
               technical  department;

          10.1.5     will  submit  to  Jordan  a Business Plan 30 days after the
agreement  is  signed,  and  then  again  by  1  July,  2001,  with  such
Business  Plan     including  details  of  distribution  and  sales
forecasts; should the parties agree to the Renewal Term, then               such
Business  Plan  shall  be  submitted to Jordan two months               prior to
each  Season;

          10.1.6     will ensure that any Licensed Products or Material conforms
with  any  sample  or  prototype,  approved  by  Jordan  in  respect  of
               them;


<PAGE>

          10.1.7     will  ensure  that  all Licensed Products and Material will
comply               with  all  laws applicable to such items in any part of the
Territory
               in  which  they  are  manufactured  or  Distributed  and
               acknowledges  that  any  approval  given  by  Jordan  pursuant to
               subclause  3.2  is  without prejudice to Affiliated's warranty in
this  subclause;

          10.1.8     owns  and  is  exclusively  entitled  to  manufacture  or
Distribute,  the               Licensed  Products  in  the  Territory;

          10.1.9     is  entitled  to  enter  into  this  agreement;

          10.1.10  is  able  to  carry  out  its  obligations  in the agreement;

          10.1.11  will  not  infringe  the  rights  of  any  third party by the
manufacture                 or  Distribution,  of the Licensed Product using the
Property;

          10.1.12  will  ensure that each and every one of the Licensed Products
and  the  Material  will  contain  such  copyright  and/or  trademark
               and/or  such  other  relevant notices as shall be required and/or
               approved  by  Jordan  from  time  to  time  and that no copyright
               notice  in  any  other  name  shall  be  affixed to any such item
without  Jordan's  consent;

          10.1.13  will not at any time do or suffer to be done any act or thing
which  will  in  any  way  adversely  impair  or  adversely  affect  the
               rights  and  interests  of  Jordan  in  the  Property;

          10.1.14  will  not make any representations or do any act which may be
taken  to  indicate  that  it  has  any  right  title  or  interest in or to the
               ownership  or  use  of any of the Property except under the terms
               of  this  agreement,  and  acknowledges that nothing contained in
               this agreement shall give Affiliated any right, title or interest
in  or  to  the  Property  save  as  granted  by  this  agreement;

          10.1.15  will only Distribute the Licensed Product either to bona fide
independent  wholesalers,  retailers  for  resale  and  distribution
               directly  to the public or directly to consumers, in all cases in
the
               course  of  normal  cash  trading;

          10.1.16 will do nothing which might indicate that any Licensed Product
is  personally  endorsed  by  a  Driver;

          10.1.17  will  spend  at  least  $25,000  per annum in advertising and
               promoting  the  Licensed  Products,  such  amount  will  include:



<PAGE>
               10.1.17.1     at  least  one  half-page  advertisement  in  each
                         issue  of  J  Magazine  during  each  Year  of  the
Term;  and

               10.1.17.2     the  placement  of at least one "win" advertisement
                         in  the  event  that  Jordan  wins  a  Race held in the
United  Kingdom,  the  United  States  of  America,
                         Germany  and/or  Japan  during  the  Term,  with
                         such  advertisement  appearing  in  the  United
                         Kingdom,  the  United  States  of  America,
Germany  and/or  Japan  within     30  days  of  the
                         Race  win  in  that  country.  Such  advertisement
                         must  be  approved  in  advance,  in  writing, and will
appear  in  a  publication  of  Affiliated's  choice
                         within  the  country  of  the  Race  win  by  Jordan;

               10.1.17.3     use  of  a  Show  Car  for five consecutive days in
the  United  States  of  America;

          10.1.18  will,  at  its  own  expense,  carry  product  liability  and
comprehensive  general  liability  insurance  covering  the
               Licensed  Products  to  a  minimum  amount  of  _____________.
               Upon  request  by  Jordan,  Affiliated  will  provide Jordan with
               copies  of  the policy documents and most recent premium receipts
               relating  to  such  insurance;

          10.1.19  will  ensure that all products which are part of the Licensed
Products  are  safe,  fit  for  their  purpose  and  do  not  pose  any
               health  or  environment  hazard  whether  by  use,  method  of
               manufacture  of  otherwise;  and

          10.1.20  have  the  benefit  of  all  approvals,  licences  or  other
requirements  in  respect  of  the  Licensed  Products  that  are
               mandatory  or  recommended  in  every  part  of  the Territory in
               which  they  are  Distributed.

     10.2     The  insurance  referred  to  at  clause  10.1.18  will  provide:

          10.2.1 that the insurers shall waive any and all rights of subrogation
               against  Jordan;

          10.2.2  that  Jordan  shall  be  named  as  additional insured for its
respective               rights and interests as owner subject to a severability
of  interests               clause;

          10.2.3  that  Jordan  shall  be  named  as  loss  payee;


<PAGE>

          10.2.4  that  it shall not be invalidated so far as concerns Jordan by
any
               action  or inaction by Affiliated and that the interest of Jordan
               regardless  of  any  breach  or  violation  by  Affiliated of any
               warranty,  declaration or condition contained in the Insurance is
insured;

          10.2.5  for payment to Jordan in full before either Affiliated's claim
or
               the  claims  of  Affiliated's mortgagees, or other lien holder of
               Affiliated  who  might  also  be  named as insureds or additional
               insureds  or  loss  payees  on  the  Insurance;

          10.2.6  that  it  shall  be  endorsed  that  it is a primary insurance
without  any
               right  of contribution and that any other insurance of Affiliated
               shall  be  secondary  or  excess  insurance;

          10.2.7  that  it  shall  specifically  refer  to  this  clause;

          10.2.8  that it shall provide that Jordan will be given 30 days' prior
               written  notice  before  any  adversely material alteration to or
               cancellation  of  the  Insurance;

          10.2.9  that  it  waives  any  right of the insurers to any set off or
               counterclaim  or  any  other  deduction  whether by attachment or
               otherwise  in respect of the liability of Affiliated, Jordan, any
               nominated  interested  third  party,  or others insured under the
               Insurance;  and

          10.2.10  world-wide  coverage  (subject  only  to  such  reasonable
               exceptions  as  may  be  notified  to  and  accepted  by Jordan).

     10.3     Should  Affiliated  fail  to keep the Insurance  in full force and
effect               Jordan  shall  have  (inter  alia)  the  option  to pay the
premiums  due  on  the
          Insurance or to take out new insurance satisfactory to Jordan in which
event  any  sums  paid  by  Jordan  in  this  regard  shall  be repaid to Jordan
within  14  days  of  Jordan  notifying  Affiliated  in  writing  of the premium
          paid.

     10.4     Affiliated  shall  supply such information to Jordan as Jordan may
require
          in  connection  with  the  Insurance  or  any  claim  thereunder.

     10.5     Affiliated  shall  not  by  any  act  or  omission  invalidate the
Insurance  or
          cause  the  premium  in  respect  thereof  to  be  increased.


<PAGE>

11.     INDEMNITY.

     11.1     Affiliated  will  be liable for and will indemnify and hold Jordan
and  its
          officers,  servants  and agents harmless on a full after tax indemnity
basis
          against  any  and  all  liability,  loss, damages, costs, legal costs,
          professional  and  other expenses of any nature whatsoever incurred or
          suffered  by  Jordan  whether  direct  or  consequential including but
without
          limitation  any  economic  loss  or other loss of profits, business or
          goodwill  arising  out  of:

          11.1.1     any  dispute  or  contractual  tortuous  or other claims or
proceedings  brought  against  Jordan  by  a  third  party  claiming
relief  against  Jordan  by  reason  of  the  manufacture,  use  or
               Distribution of any Licensed Products by Affiliated or the use of
               the  Property;

          11.1.2     any  breach  by  Affiliated of the warranties, undertakings
and                    obligations  set     out  in  this  agreement;

          11.1.3  any  offer  for  sale  of  the  Licensed  Products  by Jordan;

          11.1.4  any defects in any Licensed Products manufactured, promoted or
distributed  by  Affiliated;

          11.1.5  any  act  or  omission  of  any  third  party  manufacturer or
distributor               appointed  by  Affiliated to manufacture or distribute
the  Licensed               Product.


12.     TERM  AND  TERMINATION.

     12.1     Either party may terminate this agreement without prejudice to its
other          remedies  immediately  by  notice in writing to the other if that
other  either:

          12.1.1     commits  a  breach  of this agreement, provided that if the
breach  is               capable of remedy the notice shall only be given if the
party  in
               breach  has  not  remedied  the breach within one month of having
               been  given notice in writing specifying the breach and requiring
               it  to  be  remedied;  or

          12.1.2  commits four or more breaches of this agreement whether or not
such  breaches  are  material  or  remedied  in  any  period  of  12
               months;  or

          12.1.3     suffers  an  insolvency  Event;


<PAGE>

     12.2     Termination of this agreement for whatever reason shall not affect
the          accrued  rights  of  the  parties  arising  in  any way out of this
agreement  as
          at  the  Termination Date and in particular but without limitation the
right
          to  recover  damages  from  the  other.

     12.3     On  the Termination Date Affiliated shall cease to make any use of
the          Property  save  that if Affiliated has a stock of Licensed Products
existing
          or  in  the  course  of  manufacture or unfilled orders on hand at the
          Termination  Date  Affiliated  may,  but  only  with  Jordan's written
          consent,  Distribute  such  stock on the terms of this agreement or on
such
          other  terms  as  may  be  agreed  for  a  period  of  90  days.

     12.4     If  the  parties  can not agree terms for Affiliated to Distribute
the               Licensed  Products referred to in clause 12.3, or if following
the               expiration  o  the  period  referred  to  in clause 12.3 above
Affiliated still          has stock of the Licensed Products which have not been
Distributed,
          Affiliated  shall  immediately  destroy  or procure the destruction of
such          Licensed  Products  and shall provide to Jordan a certificate in a
form               acceptable to Jordan evidencing such destruction signed by an
officer  of
          Affiliated  or  by  an  independent third party as Jordan may require.

     12.5     All  provisions of this agreement which in order to give effect to
their          meaning need to survive its termination will remain in full force
and
          effect.

     12.6     Affiliated  shall  give  written  notice to Jordan no later than 1
November,          2001  indicating its desire to proceed with the Renewal Term.
Jordan          retains  the sole and exlcusive right to approve of such renewal
request,          or  to  deny  such  request  outright.  In  the event that the
Renewal  Term is          not entered into, 12.3 above shall govern the sell off
of  any  inventory          of  Licensed  Products.


13.     LIMITATION  OF  LIABILITY.

     13.1     Affiliated  agrees  that:

          13.1.1     except  liability  in  respect  of death or personal injury
resulting               from  Jordan's  negligence,  Jordan's  liability  to
Affiliated  arising
               out  of  this  agreement  will  not  exceed_____________;

          13.1.2     Jordan  will  not be liable for any loss incurred after the
Termination  Date.


<PAGE>

14.     CONFIDENTIALITY.

     14.1     Each  party (RECIPIENT) undertakes with the other that it will not
during          the  Term  or at any time after the Termination Date use (except
as
          required  or permitted by this agreement) or divulge or communicate to
          any  person  any  of  the  secrets  or  other confidential information
relating  to
          the  affairs  or business of the other which the Recipient may receive
or
          obtain  in  the  contemplation,  negotiation  or  performance  of this
          agreement  but  so  that  this  restriction  will  cease  to  apply to
information
          which  may  become  public knowledge otherwise than by the Recipient's
          breach  of  this agreement or where the disclosure of such information
is
          required  by  law.


15.     NOTICES.

     15.1     Any notices or other communication given under this agreement must
be          in  writing  and  served:

          15.1.1     by  hand  delivery  to  the  recipient;  or

          15.1.2     by first class or airmail addressed to the relevant party's
address               as specified in this agreement, or such other address as a
party
               may  have  last  notified  to  the  others  in  writing;  or

          15.1.3     by  fax  to  the  following  fax numbers, or such other fax
numbers               as a party may have last notified to the other in writing,
together
               with  a  confirmatory  copy  sent  by  first  class  post:

               Party                    Number

               Jordan
               attention:  Frank  Madden  and     011-44-1753-868-855
               attention:  Eddie  Jordan     011-44-1327-850-861

               Affiliated
               attention:  Peter  Vanucci     00-1-713-355-8949

     15.2     Any  notice  given  pursuant to clause 15.1 is deemed to have been
served:

          15.2.1     if  delivered  by  hand,  at  the  time  of  delivery;

          15.2.2     if  sent by post, two clear Business Days or if by airmail,
five               clear  Business  Days,  after  the  date  of  posting;  and


<PAGE>

          15.2.3     if  sent  by  fax, at the completion of transmission during
business               hours  at  its  destination  or,  if  not within business
hours,  at  the               opening  of the next period of business hours, but
subject  to

               15.2.3.1     proof  by  the  sender  that  it  holds  a  printed
transmission  report  confirming  despatch  of  the
                         transmitted  notice;

               15.2.3.2     the  sender  not  receiving any telephone calls from
the  recipient,  to  be  confirmed  in  writing,  that  the
                         fax  has  not  been  received  in  a  legible form; and

               15.2.3.3     despatch  of  the  notice by post in accordance with
clause  15.1.3  on  the  same  day  as  its
transmission.

     15.3     For  the  purpose of clause 15.2 BUSINESS HOURS means between 0900
and  1730  on  a  Business  Day.


16.     FORCE  MAJEURE.

     16.1     Neither  Party is to be liable to the other for failure to perform
any               obligation  under this agreement if and so long as the failure
is  caused  by
          circumstances  beyond  its control, including without limitation, war,
          insurrection,  riot,  fire,  explosion, flood, third party injunction,
national
          defence  requirements,  acts  or  regulations  of  national  or  local
          governments,  or  act  of  God.

     16.2     Force Majeure is not to affect the obligation of Affiliated to pay
Jordan          any  amounts  then due or which become due under this agreement.

     16.3     A  party  becoming aware of any Force Majeure must promptly notify
the          other  party  in writing of the relevant facts and any likely delay
or  other
          effect  and  both  parties  will use their best endeavours to overcome
such
          limitations.

     16.4     If  Force  Majeure  continues  for  two months and either party is
unfairly          prejudiced  as  a  result,  that  party  may by written notice
terminate  this
          agreement  with  immediate effect without liability to the other party
for
          such  termination.


<PAGE>

17.     GENERAL.

     17.1     This  document  is  the  entire  agreement  between the parties in
respect  of          the  subject  matter to which it relates and supersedes all
other  agreements
          or  arrangements, whether written or oral, express or implied, between
          the parties. No variations of this agreement shall be effective unless
          made  in  writing  signed  by both parties or their authorised agents.

     17.2     Neither  party  shall  be  affected  by  any  delay  or failure in
exercising or          any partial exercising of his rights under this agreement
unless  it  has
          signed  an  express  written  waiver  or  release.

     17.3     Nothing  in this agreement shall create a partnership or establish
a               relationship  of  principal  and  agent  or  any other fiduciary
relationship
          between  the  parties.

     17.4     This agreement is personal to the parties and will be performed by
the          parties  and  the  rights  and  obligations  of the parties are not
capable  of
          being  assigned  or  sub-contracted  or otherwise dealt with in anyway
          except  with  the  prior  written  consent  of  the  other  party.

     17.5     If  any  provision  of  the  agreement  is  held  by any competent
authority  to          be  invalid  or  unenforceable  in  whole or in part, the
validity  of  the  other
          provisions  of  the  agreement  will  not  be  affected.

     17.6     This  agreement may be executed in any number of counterparts each
of          which  when  executed and delivered will be an original, but all the
          counterparts  will  constitute  one  and  the  same  document.

     17.7     Any  dispute  relating  to  this  agreement  will  be  decided  by
arbitration               conducted  in accordance with the Arbitration Act 1996
by  a  single
          arbitrator in London to be agreed between the parties or, failing such
          agreement  within  30  days of a request by either party to appoint an
          arbitrator,  by  an arbitrator appointed by the President for the time
being,
          or  next  senior  officer available, of the Law Society of England and
          Wales.  The  decision  of such arbitrator will be final and binding on
the
          parties.

     17.8     The  interpretation,  validity  and  performance of this agreement
shall  be          governed  by  the  laws  of  England  and  Wales.


18.     MISCELLANEOUS.

     18.1     Pursuant  to  the  payment of the consideration noted in 8.1.1 and
8.1.2,  if
          Affiliated  calculates  that  delivery of the Licensed Products at the
rates  quoted  in  7.1.2,  7.1.3,  &  7.1.4  would  be  an  inordinate financial
burden  on  Affiliated,  Jordan  agrees  to  review  such  rates  during  the
Business  Plan  submitted  by  Affiliated  1  July,  2001.  Jordan  retains  the
right  to  have  such  calculations  reviewed  by  an  independent  auditor,  at
          Affiliated's  expense,  prior  to  making  any  decision  on  any such
potential
          modification  of  rates  quoted  herein.


<PAGE>

For  and  on  Behalf  of                         For  and  on  Behalf  of
Jordan  Grand  Prix  Ltd.                    Affiliated  Resource  Corp.

_____________________                    _____________________

Name:  _______________                    Name:  ________________

Title:  _________________                    Title:  _________________

Date:  _________________                    Date:  __________________



<PAGE>

                                   SCHEDULE 1

                         DEFINITIONS AND INTERPRETATION


1.     Unless  the  context  otherwise  requires the following definitions shall
apply     throughout  this  agreement:

     AGREED  FORM          a  document  in  a  form  agreed  by  the parties and
included  by  them  for  the  purpose  of
identification.

     BUSINESS  DAYS          any  day  which  banks are open for business in the
City  of  London,  not  being  a  Saturday  or  Sunday.

     BUSINESS  PLAN          a  business  plan  detailing,  in  relation  to the
Licensed  Products,  marketing  plans,  investment                         and
projected  sales  in  the key markets of the                              United
Kingdom,  Germany,  Japan,  and  the
                         United  States  of  America,  and  full  details  of
                         channels  of  distribution  against  the  projected
sales.

     CAR                    a  Jordan  Formula  One  car  as  used  by Jordan in
the  World  Championship  from  time  to  time
                         during  the  Term.

     COMMENCEMENT  DATE     1st  March,  2001.

     DISTRIBUTE               to  administer,  market,  promote, sell, exchange,
hire  or  otherwise  dispose  of  by  any  means  and
                         distribution  shall  be  construed  accordingly.

     DISTRIBUTION
      AGREEMENT               the  Agreed  Form  document set out at schedule 3.

     DRIVERS               Jarno  Trulli  and  Heinz-Harald  Frentzen,  or  any
persons  substituted  for  either  or  both  of  them
                         from  time  to  time.

     FIA                    Federation  Internationale  de'Automobile  or  its
                         successors.

     FORCE  MAJEURE          an  event or circumstance referred to in clause 16.

     INSOLVENCY  EVENT          where  the  relevant  party:


<PAGE>

                         1.     appoints  a  receiver,  administrative
receiver,  administrator,  manager or                                   official
receiver  over  its  affairs;

                         2.     goes  into  liquidation,  unless  for  the
purposes  of  a  solvent  reconstruction  or
                              amalgamation;

                         3.     has  distress,  execution,  sequestration
levied  or  issued  against  any  part  of  its
                              assets  and  is  not  paid  within  seven  days;

                         4.     is  otherwise  unable  to  pay  its  debts  as
they  fall  due  within the meaning of                                   section
123  Insolvency  Act  1986;

                         5.     ceases  or  threatens  to  cease to carry on its
business  or  a  substantial  part  of  its
                              business;

                         6.     is  subject  to  any  analogous  event  under
the  law  of  any  relevant  jurisdiction.

     J  MAGAZINE               Jordan's  magazine,  published  quarterly.

     LICENSED PRODUCTS          the following automotive aftermarket liquids and
                         aerosols  for  commercial  non-racing  purposes,
utilising  the Property as the main identifier for                         each:

                         Fuel  Treatments  and  Additives  including  Octane
                         Boosts,  Gas  Treatments,  &  Fuel  System
Cleaners;

                         Cooling  System  Products;

                         Engine  Cleaners  &  Solvents;

                         Brake  System  Fluids;

                         Power  Steering  Fluids;

                         Lubricants  and  Penetrants;  and

                         Emergency  Products  including  tire  inflator
                         sealers.

<PAGE>

     MANUFACTURING
      AGREEMENT               the  Agreed  Form  document set out at schedule 2.

     MATERIALS               packaging,  display,  advertising  or  promotional
Materials,  labels  or  other  material  relating  to  or
                         connected  with  the  Licensed  Products.

     MONTH               each  calendar  month  during  the  Term.

     NET  INVOICE PRICE          the consideration in US dollars (or in the case
of                         overseas  sales,  converted  into  US  dollars at the
rate  of  exchange  as  at  the  date  of  payment  of
                         royalties  under  this  agreement),  receivable  by
                         Affiliated  on  the  Distribution  of  Licensed
                         Products  using  the  Property  in  the  Territory
                         (excluding  value  added  tax/sales  tax,  duties,
freight,  insurance  and  other  taxes)  taking  into
                         account  any  volume  discount,  but  without  taking
                         into  account  any  cash  discount  for  early
                         settlement.

     PHOTOGRAPH               the  photograph  of  the Car set out in appendix B
or  such  other  photograph  as  Jordan  may  from
                         time  to  time  make  available  to  Affiliated.

     PROPERTY               the  visual  representation  of  Jordan's  name
                         including  any  trademark  of  Jordan  as  set  out  in
                         appendix  A  and  the  Photograph.

     QUARTER               each  consecutive  period  of  three  calendar months
during  the  Term  with  the  first  Quarter
                         commencing  on  1  January,  2001.

     RACE                    any  race  which  counts  towards  the  World
Championship,  including  scrutineering  and  all
                         official  practice  and  test  sessions,  whether timed
                         or  untimed,  together  with  qualifying,  warm  up,
                         racing,  pace  car  and  victory  or  slowing  down
                         laps.

     RENEWAL  TERM          the  period  from  1  January  2001  to  31
December,  2003,  or  Termination  Date  if  earlier.


<PAGE>

     SEASON               the  season  which  commences  calendar  year  with
the  first  Race  and  ends  with  the  last  Race  of  that
                         year  or  with  the  Termination  Date  if  earlier.

     SHOW  CAR               any  replica  of a car, without an engine, which is
supplied  by  Jordan  to  Affiliated  for  promotional
                         and  display  purposes  at  public  or  private  or
                         public  exhibitions.

     SPECIFICATION          the  specification  detailing  the appearance of the
Car  in  each  Season  of  the  Term.

     SPONSOR               a  sponsor,  or  licensee of Jordan from time to time
during  the  Term.

     STATEMENT               the  statement  in  schedule  4  which sets out the
                         total  sales  of  Licensed  Products  Distributed  by
                         Affiliated  during  the  preceding  Month  or  Quarter,
                         the  Net  Invoice  Price  at  which  such  items  were
                         Distributed  and  the  royalties  due  on  such
Distribution  in  accordance  with  clauses  7.1.2  and
                         7.1.3.

     TERM                    the  period  from  the  Commencement  Date  to  31
December,  2001  or  Termination  Date  if  earlier.

     TERMINATION  DATE          the  actual  date  when  termination  of  this
agreement                         takes  effect  however  terminated.

     TERRITORY               the  world.

     WORLD  CHAMPIONSHIP     the  series  of  motor races for Formula One racing
cars  currently  organised  and  held  under  the  aegis
                         of  the  FIA  and  known  as  the  FIA  Formula  One
                         World  Championship,  including  both  the
                         competition  for  drivers  and  also  that  for
                         constructors.

     YEAR                    each  period  of  12  calendar  months  commencing
on  the  Commencement  Date  or  any  anniversary
                         of  the  Commencement  Date  or  such  shorter
                         period  where  the  Termination  Date  occurs  prior to
                         the  anniversary  of  the  Commencement  Date.

2.     Words  denoting  the  singular  shall  include the plural and vice versa;
words     denoting  any  gender  shall  include  all  genders.


<PAGE>

3.     The provisions of this schedule shall apply unless the meaning attributed
by  this
     schedule  is  inconsistent  with  the  context  of  the  relevant  word  or
expression.

4.     Unless  otherwise  stated,  a reference to a clause, party, appendix or a
schedule  is     a  reference to respectively a clause in or a party or appendix
or  schedule  to  this     agreement.

5.     Clause  headings  are for ease of reference only and shall not affect the
interpretation  of  this  agreement.


<PAGE>
                                   SCHEDULE 2

                             MANUFACTURING AGREEMENT


Affiliated  Resource  Corporation          [Manufacturer's  Name  &  Address
3050  Post  Oak  Boulevard,               _______________________
Suite  1080                         _______________________
Houston,  Texas                    _______________________
USA  77056                         _______________________]


We,  ___________________  (MANUFACTURER),  whose  registered  office  is situate
at_________________________as  supplier  of  Affiliated  Resource  Corporation
(AFFILIATED),  acknowledge  that  we  have been made fully aware of Affiliated's
obligations under agreement No. JGP 004 (AGREEMENT) between Jordan Grand Prix as
                            -----------
licensor  (JORDAN),  and  Affiliated dated as 31 August, 2000 and expiring on 31
December,  2003  with  regard  to  the licensing of products (LICENSED PRODUCTS)
bearing Jordan's trademarks and copyrights (PROPERTY). Affiliated has engaged us
to  manufacture  the  following  Licensed  Products:


manufactured  at  the  following  address(es):


In order to enable Affiliated to comply with its obligations under the Agreement
and  to  protect Jordan's rights, we expressly renounce any and all intellectual
and  industrial  property rights in or in connection with the Licensed Products,
and  we  undertake  as  follows:

(1)  to  comply  with  applicable  provisions  of  the  Agreement;

(2)  not  to  manufacture  the Licensed products using the Licensed Property for
anyone
      but  the  Licensee;

(3)  not  to  sell  the  Licensed  Products  to any party other than Affiliated;

(4)  not  to exploit the Licensed Property for any purpose whatsoever other than
in
      connection  with  the  manufacture  of  the  Licensed  Products;

(5)  not  to  manufacture  Licensed  Products  after  the  expiration or earlier
termination  of  an
     agreement  with  Affiliated,  or  if  earlier  31  July,  2003;

(6)  if  required  by  Jordan  to  deliver  to  Jordan all the Licensed Products
remaining  in
     stock  on  the earlier of termination of our agreement with Affiliated, the
termination
     of  the  Agreement  or  90  days  after  31  December,  2003;

<PAGE>

(7)  not  to  manufacture  the  Licensed  Products at any address other than the
addresses
     referred  to  above;

(8)  to  permit such representative as Jordan may from time to time designate to
inspect
     the  activities  of the manufacturer in relation to the manufacturer of the
Licensed
     Products.


In  the  event  of  any  intellectual or industrial property right of whatsoever
nature  arising  out of our manufacture or shipment of the Licensed Products, we
hereby  undertake  to  assign  such  right,  free-of-charge, to Jordan, it being
acknowledged  by  us  that no such right shall inure to our benefit by reason of
our  manufacture  or  shipment  of  the  Licensed  Products.

We  acknowledge Affiliated's, and Jordan's right at any time to conduct an audit
of our accounts and other records, and to inspect our premises to satisfy Jordan
and  Affiliated  of the due observance of Affiliated's obligations to Jordan and
our  full  compliance  with  this  Agreement.

We  further  undertake  NOT  TO:
a(      incorporate  or include our name or own trademarks in or on the Licensed
Products  or  its  packaging;
b(      use the Property on any business sign, business cards, stationary items,
forms,  advertisement, promotional material, point of purchase, or other similar
material;
c(      use the Property as the name of our business or any division thereof; or
d(      imply  that  we  have  an  association or official status with Jordan by
using  advertisements, promotional material, point of sale, or any other similar
material.

We  hereby acknowledge that Jordan is a third-party beneficiary of our agreement
with Affiliated. We agree to hold harmless, defend and indemnify Jordan from any
claims  arising from the manufacture, shipment, sale or distribution of Licensed
Products,  or  claims  arising between Manufacturer and Affiliated in connection
with  the  Licensed  Products.

For and on behalf of          For and on behalf of          For and on behalf of
Jordan:                    [Manufacturer's  name]:     Affiliated:


By:_______________          By:_______________          By:_______________

Title:______________     Title:______________     Title:______________

Date:  _____________          Date:  _____________          Date:  _____________



<PAGE>

                                   SCHEDULE 3

                             DISTRIBUTION AGREEMENT


Affiliated  Resource  Corporation          [Distributor's  Name  &  Address
3050  Post  Oak  Boulevard,               _______________________
Suite  1080                         _______________________
Houston,  Texas                    _______________________
USA  77056                         _______________________]


We,  ________(DISTRIBUTOR)  whose  registered  office  is  situate  at
______________________________,  as  distributor  of  Affiliated  Resource
Corporation  (AFFILIATED),  acknowledge  that  we  have been made fully aware of
Affiliated's  obligations under agreement No. JGP 004 (AGREEMENT) between Jordan
                                          -----------
Grand  Prix  as  licensor  (JORDAN), and Affiliated as licensee dated 31 August,
2000  and expiring on 31 December, 2003 with regard to the licensing of products
(LICENSED  PRODUCTS)  bearing  the trademarks and copyrights of Jordan (LICENSED
PROPERTY) Licensee has engaged us to distribute the following Licensed Products:



in  the  following  Territory(ies):


In order to enable Affiliated to comply with its obligations under the Agreement
and  to  protect Jordan's rights, we expressly renounce any and all intellectual
and  industrial  property rights in or in connection with the Licensed Products,
and  we  undertake  as  follows:

(1)  to  comply  with  applicable  provisions  of  the  Agreement;

(2)  not  to  distribute  the  Licensed products using the Licensed Property for
anyone
      but  the  Licensee;

(3)  not  to  sell  or  distribute the Licensed Products to any person or entity
outside  of  the
     territories specified above, or to solicit, sell or distribute the Licensed
Products  to
     any  person  or entity which we know or reasonably should know will re-sell
or
     distribute  the  Licensed Products outside of the specified Territory(ies);

(4)  cease  to  distribute the Licensed Products to any party if so requested by
Affiliated  or
      Jordan  in  writing;

(5)  not to distribute Licensed Products after the earlier of termination of our
     agreement  with  Affiliated,  or  90 days after 31 December, 2003 (SELL-OFF
PERIOD);


<PAGE>

(6) if requested to do so by Jordan, deliver to Jordan all the Licensed Products
     remaining  in stock on the expiration of the period referred to in clause 5
above.

In  the  event  of  any  intellectual or industrial property right of whatsoever
nature  arising out of our distribution or shipment of the Licensed Products, we
hereby  undertake  to  assign  such  right,  free-of-charge, to Jordan, it being
acknowledged  by  us  that no such right shall inure to our benefit by reason of
our  distribution  or  shipment  of  the  Licensed  Products.

We  acknowledge Affiliated's, and Jordan's right at any time to conduct an audit
of our accounts and other records, and to inspect our premises to satisfy Jordan
and  Affiliated  of the due observance of Affiliated's obligations to Jordan and
our  full  compliance  with  this  Agreement.

We  further  undertake  NOT  TO:
e(      incorporate  or include our name or own trademarks in or on the Licensed
Products  or  its  packaging;
f(      use the Property on any business sign, business cards, stationary items,
forms,  advertisement, promotional material, point of purchase, or other similar
material;
g(      use the Property as the name of our business or any division thereof; or
h(      imply  that  we  have  an  association or official status with Jordan by
using  advertisements, promotional material, point of sale, or any other similar
material.

We  hereby acknowledge that Jordan is a third-party beneficiary of our agreement
with Affiliated. We agree to hold harmless, defend and indemnify Jordan from any
claims  arising from the manufacture, shipment, sale or distribution of Licensed
Products,  or  claims  arising  between Distributor and Affiliated in connection
with  the  Licensed  Products.

For and on behalf of          For and on behalf of          For and on behalf of
Jordan:               [Distributor's  name]:          Affiliated:


By:_______________          By:_______________          By:_______________

Title:______________     Title:______________     Title:______________

Date:  _____________          Date:  _____________          Date:  _____________


<PAGE>

                                   SCHEDULE 4

                                    STATEMENT

STATEMENT  -  LICENSED  PRODUCT  SALES

                              Please  complete  &  submit  to:
                              --------------------------------
Affiliated  Resource  Corporation          Jordan  Grand  Prix  Ltd.
3050  Post  Oak  Boulevard,               Dadford  Road
Suite  1080                         Silverstone
Houston,  Texas                    Northamptonshire,  England  NN12  8TJ
USA  77056                         Attn:  Frank  Madden

Contract  No:  No.  JGP  004               Period:__________________
               -------------

Licensor:  JORDAN  GRAND  PRIX  LTD.

Territory:___________________________________________

(A)          (B)               (C)               (D)
          NET               QUANTITY  SOLD     LINE
LICENSED     INVOICE          OF  EACH  DURING     TOTALS
PRODUCTS:     PRICE  OF  EACH:     THE  PERIOD:          {(B)  X  C)}:
---------     ----------------     ------------          -------------
18.          $               |               $          .
             -               -               -          -
19.          $               |               $          .
             -               -               -          -
20.          $               |               $          .
             -               -               -          -
21.          $               |               $          .
             -               -               -          -
22.          $               |               $          .
             -               -               -          -
23.          $               |               $          .
             -               -               -          -
24.          $               |               $          .
             -               -               -          -
25.          $               |               $          .
             -               -               -          -
26.          $               |               $          .
             -               -               -          -
27.          $               |               $          .
             -               -               -          -
28.          $               |               $          .
             -               -               -          -
Total  Sales  During  Period  {Item  (E)}  $  _________

(1)     Total  WHOLESALE  sales  achieved  during  period
          included  in  (E)  above     _____________
(2)     Wholesale  Royalties:
          30%  X  Wholesale  Sales  in  Line  (1)     _____________
          15%  (USA  Wholesale  Sales  only  in  Line  (1))  _____________
(3)     Total  RETAIL  sales  achieved  during  period
          included  in  (E)  above     _____________
(4)     Retail  Royalties:
          30%  X  Retail  Sales  in  Line  (3)     _____________
(5)     Total  Royalties  due  for  the  period
          [Line  (2)  plus  Line  (4)]     _____________

If  Line  5 is in a Currency other than US dollars, please complete Line 6 below
(6)  Conversion  Rate(s)     _____________
(7)  Amount  of  Royalty,  in  US  dollars     _____________

Submitted  By:     ______________________________________

Date:          ______________________________________