EMPLOYMENT AGREEMENT


This  Employment  Agreement is made this 1st day of August, 2003, by and between
AGTsports,  Inc., a Colorado Corporation, (hereinafter referred to as "Company")
and  Randy  Mullins,  an  individual  having  an  address at 16107 Affirmed Way,
Friendswood,  Texas  77546  (hereinafter  referred  to  as  "Employee").

                                   WITNESSETH:

     WHEREAS,  AGTsports,  Inc.  desires to hire and retain Employee as Chairman
and  Chief  Executive  Officer of the Company, with all duties, authorities, and
responsibilities  as  may be normally considered attendant to such position, and

WHEREAS,  Employee  possesses  the  necessary skills, knowledge and abilities to
provide such services, and is desirous of accepting said position and employment
with  the  Company.

NOW THEREFORE, in consideration of the foregoing, of the mutual promises between
the  parties as contained herein, and other good and valuable consideration, the
receipt  and  sufficiency  of  which is hereby acknowledged, the parties hereto,
intending  to  be  legally  bound,  hereby  agree  as  follows:

I.     TERM.  The  term  of  this  Agreement  shall be for a period of three (3)
years  commencing  on  August  1,  2003  and terminating on July 31, 2006.  This
agreement  shall  only  be  terminated  in  accordance  with  the  provisions of
Paragraph  VI  (six)  of  this  Agreement.

II.     DUTIES.  Effective  August  1, 2003, and through July 31, 2006, Employee
shall  serve  as  Chairman  and  Chief  Executive Officer of AGTsports, Inc. and
devote  his  primary  time  and  attention  to  his  duties as an officer of the
Company,  which  duties  may  be  augmented or restricted in accordance with the
directives  of  the  Board of Directors of the Company.  Employee represents and
warrants  that  he  is free to accept this employment and will exercise his best
efforts  in  good  faith  with  respect  to  his  employment  hereunder.

III.     COMPENSATION.  Employee  shall  be  paid  an  annualized base salary of
$72,000,  payable  monthly, in arrears.  During the term of this Agreement, the
Employee may be eligible to participate in performance bonuses and any qualified
or  non-qualified  stock  option  plans  of  the  Company, as established by the
Compensation  Committee  of the Board of Directors of the Company.  Stock Option
Incentives  authorized  for  Employee pursuant to this agreement are as follows:

A.     Signing  Bonus. Upon signing of this Agreement, a one time stock grant of
       ---------------
500,000  Series  2003A  preferred  shares  of  the  Company.

B.     Annual  Stock Option.   Pursuant to the terms of the Company's 2003 Stock
       --------------------
Option  Plan,  the  Company  shall  issue  Employee annual stock options for the
exercise  of  common  shares as established by the Compensation Committee of the
Board  of Directors of the Company.  The options shall be exercisable at 100% of
the  fair  market  value of the common stock on the date of grant, and the first
such  options  shall  be  granted  on  or  before  March  31,  2004.

<PAGE>

IV.     EXPENSES.  Subject  to  the  Company's  written  employee  expense
reimbursement  policy,  the  Employee shall be entitled to reimbursement for all
reasonable expenses necessarily incurred by him in the performance of his duties
upon  presentation  of  a voucher indicating the amount and business purpose and
supported by appropriate documentation.  In addition, the Employee shall receive
a  monthly  car  expense  of  $500.00.

V.     BENEFITS.  The  Employee  shall  be eligible to participate in all of the
Company's health and welfare benefit programs.  He shall be entitled to vacation
annually  according  to the Company's vacation policy, the timing of which shall
be  agreed  upon  between the Employee and the Board of Directors of the Company

VI.     TERMINATION.  Notwithstanding  any  provision of the foregoing contract,
the  Employee  may be discharged only for Cause by the Board of Directors of the
Company  at  any  time  during  the  period  of  employment provided for in this
Agreement.

A.     "Cause"  shall  mean  a  material  breach of the terms of this Agreement,
including:  (a) conviction of a felony involving moral turpitude; (b) theft from
the  Company  or  any  of  its  customers;  (c)  breach  of  the  covenant  of
non-competition  and non-disclosure; (d) willful failure or refusal to carry out
the  policies of the Company or any order or directive of the Board of Directors
of  Citadel;  or  (e) the failure by the Employee to perform all of the material
duties  and  to  comply  with  the material terms and conditions required of him
under  this  Agreement.

B.     If the Employee is discharged for cause, or voluntarily leaves the employ
of the Company during the period of active employment specified herein, then and
in  any  such  event,  all  subsequent  compensation  required to be paid by the
Company  to the Employee shall be forfeited, and this contract and the rights of
the  parties  shall  terminate.

C.     In  the event the Company otherwise terminates the Employee's employment,
the Company shall be obligated to pay Employee, as a lump sum severance payment,
an  amount  equal  to  one times the Employee's annual salary, payable in either
shares  or  cash  at  the  Company's  option  within  thirty  (30)  days of such
termination.

D.     In  the  event  of  Employee's  death, his employment shall be terminated
immediately  and his spouse or assigns shall receive the proceeds of the Key Man
Life Insurance or other insurance policies maintained by the Company on Employee
as  determined  by  the  Compensation Committee of the Board of Directors of the
Company.

<PAGE>

VII.     ARBITRATION.  All  disputes,  differences, or questions arising between
the  parties  hereto  relating to construction, price, meaning, or effect of any
cause  or  thing  contained  herein, or the rights or liabilities of the parties
respectively,  or  their respective successors and assigns, shall be referred to
arbitration  between  the parties hereto, one arbitrator to be appointed by each
party,  and  the  arbitrators so chosen, if by themselves unable to agree within
ten  days  after  their  appointment,  choose  an additional arbitrator, without
delay,  and  the  decision  in writing signed by a majority of such arbitrators,
unless patently erroneous, shall be binding upon the parties hereto. The general
procedure  followed  for  arbitrators  shall conform to the laws of the State of
Colorado.  The  unsuccessful  party  in  the  arbitration  shall  pay  the
expenses/costs  related  thereto

VIII.     NOTICE.  Any  notice  required  or  permitted  to  be given under this
Agreement  shall  be  sufficient  if  in  writing  and  if  sent by certified or
registered  mail,  return  receipt  requested

IX.     RULES  OF  CONSTRUCTION.

A.     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the  parties  pertaining  to  the  subject  matter  hereof  and  supercedes  all
negotiations,  prior  agreements and contemporaneous agreements, discussions and
understandings  of  the  parties  in  connection with the subject matter hereof.

B.     GOVERNING  LAW.  This  Agreement  shall  be  governed by and construed in
accordance with the laws of the State of Colorado.  Venue and Jurisdiction shall
be  in  Denver  County,  Colorado.

C.     AMENDMENTS.  No  change, modification or termination of any of the terms,
provisions  or  conditions  of  this Agreement shall be effective unless made in
writing  and  signed  by  all  parties  hereto,  their  successors  or  assigns.

D.     BINDING  EFFECT  ON  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall be
binding  upon  and  shall  inure  to the benefit of the parties hereto and their
respective  successors,  personal  representatives,  heirs  and  assigns.

E.     DISCLOSURE.  Employee  agrees not to disclose the terms of this Agreement
to  anyone  during  the term of this agreement except as required by law without
the  express  written  consent  of  Citadel.

F.     SEVERABILITY.   If  any Article, or other provision of this Agreement, or
the application thereof, is held to be invalid, illegal, or unenforceable in any
respect  or for any reason, the remainder of this Agreement, and the application
of the Article, Section or Provision to a person or circumstance with respect to
which  it  is  valid,  legal  or  enforceable,  shall  not  be affected thereby.

<PAGE>

  IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
below,  as  of  this  1st  day  of  August,  2003.


THE  COMPANY:
AGTSPORTS,  INC.


BY: /s/ Cory J. Coppage
   -------------------------------
    Cory  J.  Coppage,  President


THE  EMPLOYEE:
RANDY  MULLINS


BY: /s/ Randy Mullins
   -------------------------------
     Randy  Mullins

<PAGE>