MARKETING AND MANAGEMENT AGREEMENT
                               BETWEEN
                       US AMATEUR SPORTS, INC.
                                 AND
                        AXIS ENTERPRISES, INC.

    This Agreement is entered into on this 10th day of January, 1998, by and 
between US Amateur Sports, Inc. ("USAS" or "the Company"), a Florida corporation
located at 3932 RCA Boulevard, Palm Beach Gardens, Florida 33410, and Axis
Enterprises, Ltd. (Axis), a Bahamian corporation located at 43 Elizabeth Avenue,
P.O. N-1201, Nassau, Bahamas.

                                RECITALS:

    WHEREAS, USAS believes that it is in the Company's best interest to form a
new wholly owned subsidiary, USA Performance Products, Inc. (USAPP); and

    WHEREAS, USAS believes that the retention of Axis for purposes of marketing
USAPP assets and business in various worldwide markets will greatly improve the
profitability of USAPP; and

    WHEREAS, Axis has experience in establishing worldwide markets necessary for
the sale of USAPP products and desires to act as marketing and management
consultant for USAPP.

    NOW, THEREFORE, for the mutual consideration set forth herein, the parties
agree as follows:

    1.  USAS hereby agrees to form a new corporation with the name USA
Performance Products, Inc., and to transfer certain assets related to the
Company's paintball marker and gun and other products. USAS hereby retains Axis
commencing on the date above for a period of three years, to perform certain
marketing and management services regarding the Company's prospective sale of
USAPP products to worldwide markets. Axis agrees to perform such services The
term of this Agreement shall commence on the date set forth above and shall
terminate three years from the date above, but may be mutually extended for
additional future three year periods.

    2.  Axis shall be paid 1,500,000 of the common shares of USAS stock for the
performance of its services as set forth above. USAS hereby represents and
warrants that it has 50 million shares of common stock authorized, with a par
value of $.0001. USAS further warrants that the 1,500,000 shares to be
transferred to Axis pursuant to this Agreement shall be fully paid and
nonassessable and are not subject to any restrictions except those set forth in
paragraph 4 below.

<PAGE>


<PAGE>
    3.  Axis shall perform these services on an independent contractor basis
and shall determine the places such services are to be rendered, and the amount
of time to devote to such services as an independent contractor. USAS and Axis
agree that the terms of this Agreement are solely as an independent contractor.

    4.  The sale, transfer and assignment of the 1,500,000 shares of USAS has
not been registered under the Securities Act of 1933, as amended. These shares
in USAS may not be sold, transferred, assigned, pledged or hypothecated unless
such transaction is duly registered under the Act or unless, in the opinion of
counsel for the Company, such transaction is exempt from the registration
provisions of the Act. The sale, if any, of these shares shall be governed by
the provisions of Rule 144 or any other rule promulgated by the Securities and
Exchange Commission under the Securities Act of 1933. as amended.

    5.  Axis agrees to provide the necessary funding for the successful
operation of USAPP and will manage USAPP's income and expenses subject to the
approval of the Board of Directors of USAS.

    6.  This Agreement may be amended only by mutual agreement in writing by the
parties hereto and is to be construed under the laws of the State of Florida.

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

                     US AMATEUR SPORTS, INC.

                     By: /s/ David J. Panaia
                         David J. Panaia, Chief Executive Officer


                     AXIS ENTERPRISES, LTD.

                     By: /s/ Roy Bouchier

                         Roy Bouchier, President