EXHIBIT
10(j)

    


    


    RESTRUCTURING  AGREEMENT

    


    


    THIS
RESTRUCTURING AGREEMENT (“Agreement”) is entered into as of this 20th day of
January, 2009 between Power Sports Factory, Inc. (“PSF”) and Andretti IV, LLC
(“Andretti IV”) (collectively the “Parties).

    


    RECITALS

    


    A.           The
Parties are parties to an Exclusive Licensing Agreement dated May 15, 2007
wherein PSF has been, among other things, granted the rights to use the
“Andretti” name and personal publicity rights of several members of the Andretti
family in connection with the branding and sale of the “Andretti/Benelli” line
of motor scooters to be distributed by PSF (“Benelli Agreement”).

    


    B.           The
Parties are also parties to an Exclusive Licensing Agreement dated June 27, 2008
wherein PSF has been, among other things, granted the rights to use the
“Andretti” name and personal publicity rights of several members of the Andretti
family in connection with the branding and sale of the “Andretti/Yamati” line of
motor scooters to be distributed by PSF (“Yamati Agreement”).

    


    C.           Both
the Benelli Agreement and the Yamati Agreement contain provisions relating to
compensation payable to Andretti IV in consideration for the grant of rights
which included the requirement for PSF to pay Andretti IV a minimum guaranteed
amount per year of said Agreements.

    


    D.           As
of December 31, 2008, PSF owes Andretti IV Four Hundred Fifty Thousand Dollars
($450,000) pursuant to the Benelli Agreement and Ninety Thousand Dollars
($90,000) pursuant to the Yamati Agreement for a total of Five Hundred Forty
Thousand Dollars ($540,000) as minimum guaranteed amounts owing pursuant to said
Agreements (“the December 31, 2008 Debt”).

    


    E.           While
the Benelli Agreement and the Yamati Agreement shall continue in full force and
effect through their agreed terms, the Parties wish to
restructure  the December 31, 2008 Debt as set forth in this
Agreement.

    


    NOW,
THEREFORE, in consideration of the mutual promises herein and the fulfillment of
all of them, the sufficiency of which is acknowledged by the Parties, it is
agreed as follows:

    


    AGREEMENT

    


    
      	
            	
              1. 

            	
              Restructuring of
      December 31, 2008 Debt:  In full restructuring of the
      December 31, 2008 Debt, PSF shall effectuate the
  following:

            


    

    


    
      	
               
      

            	
              a.

            	
              Pay
      to Andretti IV the sum of Two Hundred Fifty Thousand Dollars
      ($250,000).  The payment of this sum will be made via wire
      transfer and received by Andretti IV not later than Friday, February 6,
      2009.  The instructions for this wire shall be provided under
      separate cover. In the event that this payment is not made, Andretti IV
      shall have the right, in its sole discretion, to rescind this agreement in
      its entirety, or in part.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              b.

            	
              Issue
      to Andretti IV one million (1,000,000) shares of PSF common stock which
      shall represent a conversion of fifty-eight thousand dollars ($58,000) at
      $.058.

            


    

    


    
      	
               
      

            	
              c.

            	
              Execute
      a Promissory Note in the amount of Eighty-Seven Thousand Dollars ($87,000)
      with full payment thereof to be paid not later than March 30, 2009 in the
      form attached hereto as Exhibit A.

            


    

    


    
      	
               
      

            	
              d.

            	
              Execute
      an Amendment to the Benelli Agreement and to the Yamati Agreement which
      will document a change from the reference “Contract Year Three” to
      “Contract Year Four” contained in Paragraph 13(a)(v) of each such
      Agreement

            


    

    


    2.           Default:  PSF
shall be in default under this Agreement if it fails to comply completely and
timely with obligations set forth in Paragraph 1 or if it fails to timely
satisfy the terms of the Promissory Note.  Upon an event of default,
this Agreement shall, at Andretti IV’s election evidenced by written notice to
PSF, be null and void and all sums payable pursuant to the Benelli Agreement and
the Yamati Agreement in their original forms shall be immediately due and owing,
including all pre- and post-judgment interests, costs and attorneys’ fees that
shall continue to accrue during the term of this Agreement.

    


    3.           Release and Discharge of
December 31, 2008 Debt:  In consideration of PSF’s full
compliance and satisfaction of the terms of this Agreement, Andretti IV shall
release and discharge PSF, along with their current and former shareholders,
officers, directors, representatives, attorneys, insurers, agents, and
employees, and together with any and all persons, firms, corporations,
affiliates, and subsidiaries, who are or may be liable therefor, from the
December 31, 2008 Debt.  Except as otherwise provided herein, all
other terms and conditions of the Benelli Agreement and the Yamati Agreement
shall remain in full force and effect.

    


    


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BALANCE OF THIS PAGE IS LEFT INTENTIONALLY BLANK)

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    IN
WITNESS WHEREOF, the Parties have signed this Agreement as of the date set forth
below.

    


    


    
      
        
          	
                  POWER
      SPORTS FACTORY, INC.

                  /s/
      Shawn Landgraf

                  ___________________________

                  Shawn
      Landgraf

                  Chief
      Executive Officer

                   

                  Date:  January
      20, 2009

                	
                  ANDRETTI
      IV, LLC

                  /s/
      Mario Andretti

                  ___________________________

                  Mario
      Andretti

                  Member

                   

                  Date:  January
      20, 2009