Exhibit
      10.3


    EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT (the “Agreement’), dated as of January 1, 2007, between PRO SPORTS
& ENTERTAINMENT, INC., with its principal place of business at 811 Wilshire
      Blvd, Los Angeles, California 90017 (the “Company”), and Paul Feller whose
      address is PU Box, 1450, Summerland, CA 93067 (“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the Company is engaged in the business of sports and entertainment event
      ownership, television broadcasting of events, product merchandising, marketing,
      operations, sales, agent, venue and corporate representation and consultancy
      (the “Business”); and

     

    WHEREAS,
      the Company wishes to employ Executive, and Executive wishes to accept such
      employment, on the terms and conditions set forth in this
      Agreement.

     

    NOW
      THEREFORE, for and in consideration of the mutual covenants contained herein
      and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto agree as follows:

     

    1. EMPLOYMENT.
      The
      Company shall employee the Executive and Executive hereby accepts such
      employment with the Company, upon the terms and conditions hereinafter set
      forth
      for the period beginning on January 1 2002 (the “Effective Date”) and ending on
      the Termination Date determined pursuant to Section 4 (the “Employment
      Term”).

     

    2. POSITION
      AND DUTIES.

     

    (a) During
      the Employment Term, the executive shall serve as the Chief Executive Officer
      of
      the Company and shall report to the Board of Directors of the Company or a
      committee thereof. Subject to the direction and control of the Board of
      Directors of the Company, Executive’s duties shall include principal
      responsibility for formulation and implementation of the business policies
      and
      direction of the Company, employment decisions, financial decisions and
      management and oversight of the day-to-day operation of the Business. In
      addition, Executive shall perform such other duties requested by or pursuant
      to
      the lawful direction and control of the Board of Directors of the Company (or
      a
      committee thereof) including such services and duties normally commensurate
      with
      the position of Chief Executive Officer. The Executive acknowledges and agrees
      that he owes a fiduciary duty of loyalty to the Company to discharge his duties
      and otherwise act in a manner consistent with the best interests of the
      Company.

     

    (b) During
      the Employment Term, the Executive shall devote his reasonable efforts and
      all
      of his working time, attention and energies to the performance of his duties
      and
      responsibilities under this Agreement (except for vacations to which he is
      entitled pursuant to the terms of this Agreement, illness or incapacity or
      activities which do not, in the sole judgment of the Board of Directors (or
      a
      committee thereof), interfere or conflict with his duties and responsibilities
      in any material respect). During the Employment Term, Executive shall not engage
      in any business activity which, in the judgment of the Board of Directors
      (excluding the Executive if he should be a member of the Board of Directors
      at
      the time of such determination), conflicts with the duties of Executive
      hereunder, whether or not such activity is pursued for gain, profit or other
      pecuniary, advantage. Any material outside business activities of Executive,
      including, without limitation, serving on the board of directors of any other
      entity, must be approved by the Board of Directors of the Company (excluding
      any
      vote of the Executive) in advance.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Within
      ten (10) business days following the Effective Date, Executive shall be
      appointed to serve as a member of the Company’s Board of Directors until the
      next meeting of the Company’s stockholders at which directors are elected. The
      Company agrees that at each meeting of the Company’s stockholders during the
      Employment Term at which directors are elected and, to the extent applicable,
      in
      any proxy statement delivered to stockholders in connection with such meeting,
      the Executive shall be named as a nominee for election to the Board of
      Directors.

     

    (d) The
      Company confirms and agrees that, subject to any requisite approvals of the
      Board of Directors and the reasonable oversight of the Board of Directors,
      (i)
      the Company’s offices shall be relocated to the Boston, Massachusetts
      metropolitan area at a time that is reasonably convenient to the Executive
      and
      (ii) Executive shall be responsible for the details of such relocation, which
      is
      presently contemplated to occur within the first six months following the
      Effective Date.

     

    3. COMPENSATION
      AND BENEFITS.
      As
      compensation in full for the services to be rendered by Executive under this
      Agreement, the Company agrees to compensate Executive as follows:

     

    (a) During
      the Employment Term (unless earlier terminated as provided herein), the Company
      shall pay, and Executive shall accept an annualized salary of not less than
      Two
      Hundred and Forty Thousand Dollars ($240,000) (“Base Salary”) payable in
      accordance with the Company’s normal payroll practices and subject to any and
      all necessary and legal payroll and other deductions. The Base Salary and
      Executive’s performance will be reviewed by the Board of Directors of the
      Company or a compensation committee of the Board of Directors at the end of
      the
      first year of the Employment Term. Effective on each yearly anniversary of
      the
      Effective Date during the Employment Term, Executive’s Base Salary shall be
      increased by the percentage increase in the national Consumer Price Index for
      the 12-month period preceding such anniversary date. Notwithstanding anything
      to
      the contrary contained in this Section 3(a), the compensation committee of
      the Board of Directors will review Executive’s Base Salary on an annual basis to
      consider appropriate merit-based increases to the Base Salary in excess of
      the
      Consumer Price Index adjustment described above.

     

    (b) Simultaneously
      with the commencement of the Employment Term and subject to the provisions
      of
      Section 5 of this Agreement, the Company shall pay Executive a signing
      bonus of $100,000. (“Signing Bonus”).

     

    (c) During
      the Employment Term, Executive shall be entitled to receive an automobile
      allowance of up to $650 per month.

     

    (d) Executive
      shall be entitled to receive one-time bonuses as follows: (i) a $250,000 bonus
      shall be paid to Executive in the event of a Valuing Event (as defined below)
      that causes the Company to be valued in excess of$100,000,000; and (ii) an
      additional bonus of $500,000 shall be paid in the event of a valuing event
      that
      causes the Company to be valued in excess of $500,000,000. For purposes hereof,
      a “Valuing Event” shall mean any of the following: (1) in the event that there
      is a public trading market for the Company’s common stock and the aggregate
      market capitalization of the Company, calculated based upon the average closing
      price of the Company’s common stock in the public market over any twenty (20)
      consecutive trading day period during the Employment Term, exceeds the
      applicable valuation threshold, (2) any sale of assets, sale of equity by the
      Company, merger, reorganization, or other transaction which results in all
      of
      the outstanding common stock of the Company being valued in excess of the
      applicable valuation threshold, or (3) any material equity investment in the
      Company that values the outstanding capital stock of the Company (on a
      pre-investment basis) at an amount in excess of the applicable valuation
      threshold. In addition to one-time bonuses described above, the Board of
      Directors (or the compensation committee thereof) may elect to grant Executive
      a
      discretionary, performance-based bonus and shall meet annually in order to
      consider whether such discretionary bonus is appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) Executive
      shall be eligible to participate in those non-salary benefits and programs
      generally made available to executive employees of the Company, as are in effect
      from time to time, including, but not limited to, any health, dental, life
      or
      disability insurance plan, 401(k) or other retirement savings plan, and any
      other employee benefit plan, subject to any and all terms, conditions, and
      eligibility requirements of said plans or benefits, as may from time to time
      be
      prescribed by the Company. Full family health and dental insurance coverage
      shall be provided for Executive.

     

    (f) Executive
      shall be entitled to a vacation period or periods each year during the
      Employment Term in accordance with the Company’s vacation policy for officers
      per the policy outlined in the Company’s employee manual, as such manual may be
      amended from time to time.

     

    (g) Upon
      submission of proper vouchers and evidence, the Company will pay or reimburse
      Executive for reasonable transportation, hotel, travel and related expenses
      incurred by Executive on business trips away from Executive’s principal office,
      and for other business expenses reasonably incurred by Executive in connection
      with the business of the Company during the Employment Term, all subject to
      such
      limitations and procedures as may from time to time be prescribed by the Board
      of Directors of the Company.

     

    (h) In
      addition to the compensation described above, Executive shall be entitled to
      receive. options to purchase shares of the Company’s common stock in accordance
      with the terms set forth in Exhibit A attached hereto and incorporated herein
      by
      this reference.

     

    4. TERMINATION.

     

    (a) The
      Executive’s employment under this Agreement shall terminate upon the earliest to
      occur of (the date of such occurrence being the “Termination Date”) of(1) the
      sixth yearly anniversary of the Effective Date, unless extended by mutual
      written consent of the Company and the Executive (2) the effective date of
      Executive’s resignation for Good Reason (as defined below) or without Good
      Reason, (3) the Executive’s death or a Disability (an “Involuntary
      Termination”), (4) the effective date of a termination of Executive’s employment
      for Cause by the Board of Directors (a “Termination for Cause”), and (5) the
      effective date of a termination of the Executive’s employment by the Board of
      Directors for reasons that do not constitute cause (a “Termination Without
      Cause”),
      and (6) the effective date of a resignation of the Executive for Good Reason
      (as
      defined below).
      The
      effective date of a resignation shall be the date written resignation by the
      Executive is received by the Company; the effective date of an Involuntary
      Termination shall be the date of death or, in the event of a Disability, the
      date specified in a notice delivered to the Executive by the Company; the
      effective date of a Termination for Cause shall be the date specified in a
      notice delivered to the Executive by the Company of such termination; and the
      effective date of a Termination Without Cause shall be the date specified in
      a
      notice delivered to Executive by the Company of such termination which effective
      date shall be no less than thirty (30) days following the date of such
      notice.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) For
      purposes of this Agreement, “Cause” shall mean those instances in which
      Executive actually, or the Board of Directors (excluding the Executive if the
      Executive is a member of the Board at such time) determines in good faith that
      Executive has, (i) intentionally furnished materially false, misleading, or
      omissive information to the Company’s Board of Directors that results or could
      reasonably be expected to result in material detriment to the Company (ii)
      willfully refused or failed to follow the lawful instructions of the Board
      of
      Directors with respect to any material matter, consistent with the terms of
      this
      Agreement, which refusal or failure shall not have been cured, if capable of
      being cured, within 10 days following written notice thereof; provided, however,
      that no notice or opportunity to cure shall be required with respect to repeated
      refusal or failure to follow the lawful instructions of the Board of Directors,
      consistent with the terms of this Agreement, (iii) committed or been formally
      charged with any act involving moral turpitude (including those involving fraud,
      theft or dishonesty by Executive) or any crime (whether felony or misdemeanor)
      other than traffic violations or other minor offenses that could not reasonably
      be expected to have an adverse effect on the Company’s business or reputation,
      (iv) the continued use of alcohol or drugs by the Executive to an extent that,
      in the good faith determination of the Board of Directors (excluding the
      Executive if the Executive is a member of the Board at such time), such use
      interferes with performance of the Executive’s duties and responsibilities, (v)
      committed or engaged in any other act constituting or comprising a conflict
      or
      interest or cause under applicable law, or (vi) breached his obligations under
      this Agreement in any material respect, which breach has materially damaged
      the
      Company and, if capable of being cured, shall not have been cured upon 15 days’
written notice thereof. “Cause” is not intended to include mere dissatisfaction
      of the Company or its Board of Directors with the manner in which Executive
      performs his duties nor the good faith failure of the Executive to perform
      his
      duties successfully.

     

    (c) For
      purposes of this Agreement, the term “Disability” shall mean the physical or
      mental inability of the Executive (1) a good faith determination by the Board
      of
      Directors (excluding the Executive if the Executive is a member of the Board
      at
      such time) to substantially perform all of his duties under this Agreement
      for a
      period of ninety (90) consecutive days or longer or for any 90 days in any
      consecutive 12 month period, or (2) that, in the opinion of a physician selected
      by the Board of Directors (excluding the Executive if the Executive is a member
      of the Board of Directors at such time), is likely to prevent the Executive
      from
      substantially performing all of his duties under this Agreement for more than
      90
      days in any period of 365 consecutive days.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) For
      purposes of this Agreement, the term “Good Reason” shall mean any of the
      following events which occur without the consent of Executive (i) a material
      change in the scope or nature of Executive’s duties, (ii) the requirement that
      Executive report to a person or entity other than the Board of Directors; (iii)
      a required change in the city in which Executive’s office is located; (iv) a
      sale or change of control of the Company; provided, however, that any change
      in
      control resulting from the Company’s pending merger with or into a public
“shell” corporation shall not be deemed to be a sale or change of control of the
      Company for purposes of this Agreement); (v) a material change in the line
      of
      the Company’s business; (v) a fundamental and material disagreement between
      Executive and the Board of Directors regarding the direction of the Company’s
      business; (vi) the failure of Executive to be elected to the Board of Directors;
      provided, however, that the Company shall have thirty (30) days following
      receipt of written notice of such failure to elect to cure such failure through
      appointment to fill a vacancy or other lawful means.

     

    5. EFFECT
      OF
      TERMINATION; SEVERANCE.

     

    (a) In
      the
      event of a Termination Without Cause or a resignation of Executive for Good
      Reason, the Executive or his beneficiaries or estate shall have the right to
      receive only the following:

     

    (1) the
      unpaid portion of the Base Salary, computed on a pro rata basis to the
      Termination Date;

     

    (2) the
      Base
      Salary from the Termination Date until the sixth yearly anniversary of the
      Effective Date, payable in the same amounts and at the same intervals as the
      Base Salary was paid immediately prior to the Termination Date; and

     

    (3) reimbursement
      for any expenses incurred prior to the Termination Date for which the Executive
      shall not have been previously reimbursed in accordance with the provisions
      of
      Section 3(g) above.

     

    (b) In
      the
      event of a Termination for Cause, an Involuntary Termination or a resignation
      by
      Executive that is not for Good Reason, the Executive or his beneficiaries or
      estate shall have the right to receive the following:

     

    (1) the
      unpaid portion of the Base Salary, computed on a pro rata basis to the
      Termination Date; and

     

    (2) reimbursement
      for any expenses incurred prior to the Termination Date for which the Executive
      shall not have been previously reimbursed in accordance with the provisions
      of
      Section 3(g) above.

     

    (c) Upon
      any
      termination, neither the Executive nor his beneficiaries or estate shall have
      any further rights under this Agreement or any rights arising out of this
      Agreement other than as provided in Section 5(a) and (b) above. The rights
      of the Executive set forth in this Section 5 are intended to be the
      Executive’s exclusive remedy for termination and to the greatest extent
      permitted by applicable law, the Executive waives all other
      remedies.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) Following
      any termination, Executive shall fully cooperate with Company in all matters
      relating to the winding up of the Executive’s work on behalf of Company and the
      orderly transfer of any such pending work and of Executive’s duties and
      responsibilities for Company to such other person or persons as may be
      designated by Company in its sole discretion. Executive shall not be entitled
      to
      any additional pay or severance in connection with such
      cooperation.

     

    (e) Notwithstanding
      anything to the contrary contained in this Agreement, in the event Executive
      is
      terminated with Cause or resigns without Good Reason prior to the first
      anniversary of the Effective Date, Executive shall, upon demand by the Company,
      immediately return the Signing Bonus in full and without deduction or
      offset.

     

    6. NONDISCLOSURE
      AND NONUSE OF CONFIDENTIAL INFORMATION.
      The
      Executive will not disclose, disseminate or use at any time, either during
      the
      Employment Term or thereafter, any Confidential Information of which the
      Executive is or becomes aware, whether or not such information is developed
      by
      him, except to the extent that such disclosure or use is directly related to
      and
      required by the Executive’s performance of duties assigned to the Executive by
      the Company. For purposes of this Agreement, the term “Confidential Information”
shall mean: information that is not generally known to the public and that
      is
      used, developed or obtained by the Company in connection with the Business,
      including, without limitation, (a) information, observations, procedures and
      data obtained by the Executive while employed by the Company concerning the
      business or affairs of the Company, (b) planned or actual products or services,
      (c) costs and pricing structures, customer, supplier or employee lists, (d)
      analyses, drawings, photographs and reports, (d) computer software and hardware,
      including operating systems, applications and program listings, (e) data bases,
      (f) accounting and business methods, and (g) research and development, (h)
      inventions, devices, new developments, method and processes, technology and
      trade secrets (including, without limitation all Work Product). Confidential
      Information will not include (i) any information that has been published,
      through no direct or indirect effort or action by the Executive, in a form
      generally available to the public prior to the date the Executive proposes
      to
      disclose such information, and (ii) any general expertise, contacts or know-how
      reflective of Executive’s experience as an executive in the sports management
      and event field.

     

    7. INVENTIONS
      AND PATENTS.
      The
      Executive agrees that all Work Product belongs to the Company (including any
      and
      all Work Product developed by the Company prior to the date of this Agreement).
      The Executive will promptly disclose such Work Product to the Board of Directors
      and perform all actions reasonably requested by the Board (whether during or
      after the Employment Term) to establish and confirm such ownership (including,
      without limitation, the execution and delivery of assignments, consents, powers
      of attorney and other instruments) and to provide reasonable assistance to
      the
      Company in connection with the prosecution of any application for patents,
      trademarks, trade names, service marks or reissues thereof or in the prosecution
      or defense of any claims by or against the Company relating in any way to Work
      Product. For purposes of this Agreement, the term “Work Product” shall mean all
      inventions, innovations, improvements, technical information, systems, software
      or equipment developments, methods, designs, analyses, drawings, reports,
      service marks, trademarks, trade names, logos and all similar or related
      information (whether patentable or unpatentable) which relates to the Company’s
      actual or anticipated business, research and development or existing or future
      products or services and which are conceived, developed or made by the Executive
      (whether or not during usual business hours and whether or not alone or in
      conjunction with any other person, group or entity) while employed by the
      Company, together with all patent applications, letters patent, trademark,
      trade
      name and service mark applications or registrations, copyrights and reissues
      thereof that may be granted for or upon the foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8. NON-COMPETE.
      NON-SOLICITATION, NON-DISPARAGEMENT.
      The
      Executive acknowledges and agrees with the Company that during the course of
      the
      Executive’s employment with the Company, the Executive will have the opportunity
      to develop relationships with existing employees, customers and other business
      associates of the Company which relationships constitute goodwill of the
      Company, and the Company would be irreparably damaged if the Executive were
      to
      take actions that would damage or misappropriate such goodwill. Accordingly,
      the
      Executive agrees as follows:

     

    (a) The
      Executive acknowledges that the Business is operated in and markets for the
      Company’s products and services are located throughout the world, including each
      county or jurisdiction in each state of the United States and Canada
      (collectively, the “Territory”). Accordingly, during the Employment Term and
      until the (i) three month anniversary of the Termination Date if
      termination is for Good Reason or without Cause, (ii) the one year anniversary
      of the Termination Date if termination is the result of a resignation not for
      Good Reason, and (iii) six month anniversary of the Termination Date if
      termination is with Cause (in each case, the “Non-Compete Period”), the
      Executive shall not, directly or indirectly, enter into, engage in, assist,
      give
      or lend funds to or otherwise finance, be employed by or consult with, or have
      a
      financial or other interest in, any business which is similar to or competitive
      with the Business, whether for himself or as an independent contractor, agent,
      stockholder, partner or joint venturer for any other person, group or entity.
      To
      the extent that the covenant provided for in this Section 8(a) may later be
      deemed by a court to be too broad to be enforced with respect to its duration
      or
      with respect to any particular activity or geographic area, the court making
      such determination shall have the power to reduce the duration or scope of
      the
      provision, and to add or delete specific words or phrases to or from the
      provision. The provision, as modified, shall then be enforced.

     

    (b) Notwithstanding
      the foregoing, the aggregate ownership by the Executive of no more than two
      percent (on a fully-diluted basis) of the outstanding equity securities of
      any
      person, group or entity, which securities are traded on a national securities
      exchange, quoted on the NASDAQ Stock Market or other automated quotation system,
      and which person, group or entity competes with the Company within the Territory
      shall not be deemed to be a violation of Section 8(a).

     

    (c) The
      Executive covenants and agrees that during the term of his employment and for
      six months following the Termination Date (one year in the event of a
      termination for Cause or a resignation without Good Reason), the Executive
      will
      not, directly or indirectly, either for himself or for any other person, group
      or entity (1) solicit any employee, independent contractor or service provider
      of the Company to terminate or modify his, her or its employment or other
      relationship with the Company or employ or retain any person or entity, (2)
      solicit any customer, licensee or licensor, of the Company or any service
      provider to the Company to purchase or provide products or services on behalf
      of
      the Executive or such other person, group or entity that are competitive with
      the products or services provided by the Company, or (3) disparage the business
      reputation of the Company or its management team.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) Executive
      acknowledges that the restrictions placed upon Executive by this Section 8
      are reasonable given the Executive’s position with the Company, the geographic
      area in which the Company markets its products and services, and the
      consideration furnished in this Agreement. Further, executive also agrees that
      the provisions of this section are fair and necessary to protect the Company
      and
      its business interests and that such provisions do not preclude Executive from
      utilizing unprotected information or from engaging in occupations in unrelated
      fields or in a manner consistent with the requirements of this Agreement.
      Finally, Executive understands that the foregoing restrictions may limit his
      ability to earn a livelihood in a business similar to the Business but he
      nevertheless believes that he has received and will receive sufficient
      consideration and other benefits as an employee of the Company and as otherwise
      provided hereunder or as described in the recitals hereto to clearly justify
      such restrictions which, in any event (given his education, skills and ability),
      the Executive does not believe would prevent him from otherwise earning a
      living.

     

    (e) In
      addition to any other remedies available to Executive under this Agreement
      or
      applicable law, in the event that the Company fails to meet any of its ongoing
      payment or severance obligations to Executive and such failure continues uncured
      for five (5) business days following the delivery of written notice of such
      failure to the Company, all of Executive’s post-term obligations under this
      Section 8 shall terminate.

     

    9. RETURN
      OF COMPANY’S PROPERTY UPON TERMINATION.
      The
      Executive shall immediately deliver to the Company at the termination of the
      Employment Term or at any time the Board of Directors may request, all Company
      property (including but not limited to all documents, electronic files/records,
      keys, records, computer disks, or other tangible or intangible things that
      may
      or may not relate to or otherwise constitute Confidential Information, Work
      Product, or trade secrets (as defined by applicable law) that Executive created,
      used, possessed, or maintained while in the employ of the Company, from whatever
      source. This provision does not apply to purely personal documents of Executive,
      but does apply to business calendars, Rolodexes, customer lists, contact sheets,
      computer programs, disks, and their contents, and like information that may
      contain some personal matters of Executive.

     

    10. ENFORCEMENT.
      Because
      the Executive’s services are unique and because the Executive has access to
      Confidential Information and Work Product, the parties hereto agree that money
      damages would be an inadequate remedy for any breach of this Agreement.
      Therefore, in the event of a breach or threatened breach of this agreement,
      the
      Company or its successors or assigns may, in addition to other rights and
      remedies existing in their favor, apply to any court of competent jurisdiction
      for specific performance and/or injunctive or other relief in order to enforce,
      or prevent any violation of, the provisions hereof (without posting a bond
      or
      other security).

     

    11. MISCELLANEOUS.

     

    (a) This
      Agreement shall be binding upon and inure to the benefit of Executive and his
      heirs and personal representatives, and the Company and its successors, assigns
      and legal representatives. This Agreement and the responsibilities/benefits
      hereunder are personal to Executive and are not assignable or transferable
      by
      Executive.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      Company shall have the right to offset against amounts due to Executive
      hereunder, any amounts owed by Executive to Company, including any
      advances.

     

    (c) This
      Agreement constitutes the entire agreement between the Company and Executive
      with respect to the subject matter hereof and supersedes any and all previous
      agreements or understandings between Executive and the Company concerning the
      subject matter hereof. This Agreement may not be changed or amended without
      the
      prior written consent of both of the parties hereto.

     

    (d) All
      notices hereunder shall be in writing and shall be deemed given on the third
      day
      after mailing through the United States mail, certified mail, return receipt
      requested, postage prepaid, or by overnight delivery to the persons listed
      below
      or to such other person(s) and/or addresses as may be designated from time
      to
      time in writing:

     

    
      	 	
              if
                to the Company:

            	 	 
	 	 	 	 
	 	 	 	
              Pro
                Sports & Entertainment, Inc.

            
	 	 	 	
              811
                Wilshire Blvd

            
	 	 	 	
              Los
                Angeles, California 90017

            
	 	 	 	
              Attention:

            
	 	 	 	
              Fax: (213)689-7789

            
	 	 	 	 
	 	
              if
                to Executive:

            	 	 
	 	 	 	 
	 	 	 	
              Mr.
                Paul Feller

            
	 	 	 	
              PU
                Box 1450

            
	 	 	 	
              Summerland,
                CA

            
	 	 	 	
              Fax: (805)
                684-6992

            


    

    


    (e) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California.

     

    (f) Any
      waiver by either party of any breach of any of the terms of this Agreement
      shall
      not be considered a waiver of any subsequent breach.

     

    (g) In
      the
      event that any provision of this Agreement is held to be unenforceable, then
      such enforceability shall in no way affect the other terms and provisions of
      this Agreement which shall remain in full force and effect.

     

    (h) The
      captions herein are for the convenience of the parties and are not to be
      construed as part of the terms of this Agreement.

     

    (i) This
      Agreement may be amended, modified or supplemented only by written agreement
      of
      the parties hereto, which agreement shall have been duly authorized and approved
      by the Board of Directors of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (j) The
      failure of the Company at any time or from time to time to require performance
      of any of Executive’s obligations under this Agreement shall in no manner affect
      the Company’s right to enforce any provision of this Agreement at any subsequent
      time, and the waiver by the Company of any right arising out of any breach
      shall
      not be construed as a waiver of any right arising out of any subsequent
      breach.

     

    (k) Executive
      acknowledges that the consideration furnished by the Company in this Agreement,
      the sufficiency and adequacy of which is hereby acknowledged, is in addition
      to
      anything of value, if any, to which Executive may already be
      entitled.

     

    (l) Except
      as
      otherwise provided herein, in the event of any dispute with respect to the
      subject matter of this Agreement, the prevailing party shall be entitled to
      all
      of its costs and expenses, including reasonable attorneys’ fees and costs,
      incurred in resolving or settling the dispute. These costs and expenses shall
      be
      in addition to any other damages to which the prevailing party may be
      entitled.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have signed and sealed this Agreement as of the day and year
      first above written.

     

    
      	 	 	 
	 	
              COMPANY:

               

              
                PRO
                  SPORTS & ENTERTAINMENT,
                  INC.

              

            
	 
 	 
 	 
 
	
            	
            	/s/ 
	 	
              

              By:
                Christopher Mowbray

              
                Chairman

              

            


    

     

    
      	
            
	 	
              
                EXECUTIVE:

              

            
	 
 	 
 	 
 
	
            	
            	/s/ 
	 	
              

              
                By:
                  Paul Feller

                President
                  & CEO

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    Options

     

    Executive
      shall be entitled to receive the following options:

     

    1. An
      initial non-qualified stock option to purchase 10% of the fully diluted shares
      of capital stock of the Company issued and outstanding on the Effective Date.
      The option shall have an exercise price of $.50 per share and shall vest in
      full
      immediately. The option shall have a term of five years; provided that such
      option shall terminate forty-five (45) days after the Executive’s employment
      with the Company is terminated if such termination is for Cause or is a the
      result of a resignation by Executive for reasons other than Good. Such option
      shall not be assignable by Executive.

     

    2. In
      addition to the initial option described above:

     

    (a) Executive
      shall receive options to purchase the number of shares equal to 20% of the
      number of shares issued in connection with any acquisitions made by the Company
      within one year of the Effective Date or initiated (as evidenced by the
      submission of a terms sheet or other proposal to the proposed target or its
      management) during such one year period and completed subsequent thereto;
      and

     

    (b) Executive
      shall receive options to purchase the number of shares equal to 20% of the
      number of shares issued by the Company in connection with any equity financing
      or issuable upon conversion of any convertible debt financing completed by
      the
      Company within one year of the Effective Date or initiated (as evidenced by
      submission of a terms sheet, letter of intent or other proposal by the proposed
      financing source) by the Company within one year following the Effective Date
      and completed subsequent thereto; provided, however, no options shall be issued
      with respect to any equity or convertible debt financing in negotiation by
      the
      Company or Paul Feller prior to the Effective Date. Subject to the foregoing
      exception for financings currently in negotiation, Executive shall be entitled
      to receive the options described above regardless of whether he initiated or
      was
      involved in the negotiation of the financing.

     

    The
      option exercise
      price
      for the additional options described in (a) and (b) above shall equal eighty
      percent (80%) of the per share value of Company’s common stock at the time of
      the applicable acquisition or financing as determined by reference to the
      Company’s public trading price, if any, or, if no public trading market exists,
      the per share valuation of the Company made in connection with the acquisition
      or financing or, if no such valuation exists, the per share value of the Company
      as determined in good faith by the Company’s Board of Directors. Each of the
      options granted pursuant to paragraphs (a) or (b) above shall have a term of
      five years, shall vest in full upon grant; provided that such options shall
      terminate forty-five (45) days after the Executive’s employment with the Company
      is terminated if such termination is for Cause or is a the result of a
      resignation by Executive for reasons other than Good Reason. Such options shall
      not be assignable by Executive.

     

    3. Each
      option described above shall be subject to customary anti-dilution provision
      with respect to any stock splits, mergers, reorganizations or other such
      events.