Exhibit 10 (e)

This Employment Agreement is effective April 16, 2003, ("Effective Date")
between Paul Gastwirth, ("Employee"), an individual, and Fastraxx Las Vegas
Indoor Karting LLC, a Nevada Limited Liability Company with an office in Las
Vegas, Nevada (FASTRAXX).

Whereas:

A.    FASTRAXX and the Employee wish to ensure that the Company will receive the
benefit of the Employee's loyalty and service.

B.    In Order to ensure that the company receives the benefit of Employee's
loyalty and service, the parties desire to enter into this formal Employment
Agreement to provide Employee with appropriate compensation arrangements and to
assure Employee of stable employment.

Now, therefore, in consideration of the premises, promises and mutual covenants
herein contained, the parties agree as follows:

1.    Effective the Effective Date of this Agreement, the Company engages the
"Employee" and "Employee" agrees to accept engagement as Chief Executive Officer
of Fastraxx as follows:

(i)   Employee's principal duties shall be those of strategic planning, investor
relations, fund raising and corporate development.

(ii)  Employee accepts the responsibilities of Chief Executive Officer of
FASTRAXX. Employee is subject to the superior authority and supervision of the
LLC Manager and shall report to the LLC Manager as required by customary
business practice and as specified from time to time by the LLC Manager.
Employee shall have such authority and discretion in the conduct of the
company's business that customarily falls within the scope of the duties of a
Chief Operating Officer or as may be specifically delegated by the LLC Manager.

2.    Time and Effort: As long as FASTRAXX is current in its compensation
obligations to Employee and can reasonably be expected to remain so, Employee
shall devote the necessary utilization of time, subject to reasonable vacation
periods as specified by Section 11 of this Agreement, to the management of
FASTRAXX's business affairs, the implementation of its strategic plan as
determined by the LLC Manager and the fulfillment of his duties and
responsibilities as the Company's Executive Officer. Employee reserves the right
to accept other consulting, personal business, investment and management duties
as Employee may find necessary and appropriate during such times that the
Company is in arrears on in default of its obligations for monthly and annual
compensation provided, however, that during such times he shall nevertheless
manage his time to allow for the performance of his duties as Chief Executive
Officer with such other activities fully disclosed in writing to FASTRAXX.

3.    FASTRAXX's Authority: Employee agrees to comply with FASTRAXX's Policies
and Procedures as adopted by the Company's LLC Manager regarding the performance
of his duties and to carry out and perform those policies and procedures with
respect to his engagement. Employee shall promptly notify FASTRAXX's COO and LLC
Manager of any objection he has to the LLC Manager's directives and the reasons
for such objection.

<PAGE>

4.    Non Competition and Confidentiality: Employee shall not, during his
employment and within two years after the termination of this Agreement, without
FASTRAXX's express written authorization, divulge to any person or entity, any
proprietary information related to the business activity of the Company,
including but not limited to the business developments, operational procedures
held by FASTRAXX, technical developments, plans, acquisitions or activities.
Employee represents and warrants that his performance of service and duties
shall not constitute a breach of any obligation that he may have to any third
party.

5.    Term of Agreement: This employment agreement shall be effective as of the
Effective Date and shall terminate five years from the Effective Date.

6.    Compensation: During the term of this Agreement, FASTRAXX shall pay the
following compensation to the Employee (subject to any bonus payments or
adjustments based on performance criteria established by the LLC Manager).
?     The Company shall pay Employee a salary of $8,250 a calendar month of
service.

7.    Fringe Benefits: Employee shall be entitled to all fringe benefits which
FASTRAXX or its subsidiaries may make available from time to time for its
executive officers who are employees. FASTRAXX shall provide Employee with
medical and dental group insurance coverage or reimbursement for the cost
thereof for Employee and his dependents. This coverage shall begin on the
Effective Date and shall continue throughout the term of this Agreement.

8.    Office and Staff: In order to enable Employee to discharge his obligations
and duties pursuant to this Agreement, FASTRAXX agrees that it shall provide
suitable office space for Employee in the Las Vegas Area, together with all
necessary and appropriate supporting staff and secretarial assistance,
equipment, stationery, books and supplies.

9.    Reimbursement of Expenses: FASTRAXX will reimburse Employee for all
reasonable travel, mobile telephone, promotional and entertainment expenses
incurred in conjunction with the performance of Employee's duties hereunder, and
subject to Section 10 of this agreement with respect to Automobile Expenses.
FASTRAXX will provide Employee with an expense advance to cover any travel
expenses associated with his duties, with this advance reconciled against duly
documented travel expenses or returned to FASTRAXX after completion of the
required travel. Employee's reimbursable expenses shall be paid promptly by
FASTRAXX on presentation by Employee of an itemized and duly documented report
of such expenses. All compensation provided in Sections 6, 7, 9 and 10 (if it is
legally defined as compensation and not the direct expense of the duties of the
Employee) shall be subject to customary withholding tax and other employment
taxes, to the extent required by law.

10.   Automobile: FASTRAXX shall pay Employee a fixed amount equal to $1200 per
month on the last day of each month during the term of this Agreement as
reimbursement to the Employee on a non-accountable basis for all expenses
incurred by the Employee for the use of his automobile for FASTRAXX business
purposes, including but not limited to depreciation, repairs, maintenance,
gasoline and insurance. Employee shall not be entitled to any other
reimbursement for the use of his vehicle for business purposes.

<PAGE>

11.   Vacation: Employee shall be entitled to four weeks of paid vacation per
year or pro rata portion of each year of service by Employee under this
Agreement. The Employee shall be entitled to the holidays provided in FASTRAXX's
established corporate policy for employees.

12.   Rights In and To Innovations, Inventions and Patents:

      12.1 Description of Parties'Rights: The Employee agrees that, with respect
to any innovations, inventions and patents made by him or FASTRAXX during the
Term of this Agreement, solely or jointly with others, (i) which are made with
FASTRAXX's equipment, supplies, facilities, trade secrets or time, or (ii) which
relate to the specific business (most particularly to the indoor karting racing
business conducted by FASTRAXX) or FASTRAXX's actual or demonstrably anticipated
research or development, or (iii) which result from any work performed by the
Employee for FASTRAXX, such innovations, inventions and patents shall belong to
FASTRAXX. The Employee also agrees that FASTRAXX shall have the right to keep
such innovations, inventions and patents as trade secrets, if FASTRAXX chooses.

      12.2 Disclosure Requirements: For the purpose of this Agreement, an
innovation, invention or patent is deemed to have been made during the term of
this Agreement if, during such period, the innovation, invention or patent was
conceived of and first actually reduced to practice. The Employee agrees that
any patent application filed within one year after termination of his
employment, if it is directly or exclusively related to the business of indoor
karting, shall be presumed to be related to an innovation or invention made
during the term of this Agreement unless he can provide evidence to the
contrary. In order to permit FASTRAXX to claim rights to which it may be
entitled, the Employee agrees to disclose to FASTRAXX, in confidence, all
innovations, inventions and patents which the Employee makes during the term of
this Agreement and all patent applications filed by the Employee within one year
after termination of this Agreement.

13.   Arbitration: Any disputes arising under this Agreement will be resolved in
accordance with the rules of the American Arbitration Association as they apply
in the County of Clark, State of Nevada. The decision of the Arbitrators shall
be binding on all parties to this Agreement.

14.   Termination: This Agreement may be terminated in the following manner and
not otherwise:

      14.1 Mutual Agreement: This Agreement may be terminated by the written
agreement of FASTRAXX and the Employee.

      14.2 Voluntary Termination: Employee reserves the right, as his option and
in his sole discretion, to terminate this Agreement and all obligations therein,
subject to the obligation to provide one hundred twenty days advance
notification and cooperation as may be required in training the person or
persons selected to carry forth his duties after termination.

      14.3 Termination by Employee for Breach: Employee may, at his option and
in his sole discretion, terminate this Agreement for (i) the material breach of
FASTRAXX of the terms of this Agreement, or (ii) any material change by FASTRAXX
in the working environment or conditions of the Employee, or any material change
in the duties or authority of the Employee under this Agreement.


<PAGE>

      14.4 Termination by the Company for Breach: FASTRAXX may terminate this
Agreement in the event that Employee commits gross negligence in the performance
of his duties under this Agreement or breaches his fiduciary duty to FASTRAXX,
to the LLC Manager or to FASTRAXX's owners; provided, however, that in the event
the termination is to be by reason of Employee's gross negligence, FASTRAXX
shall give Employee written notice of specific instances for the basis of any
termination of this Agreement by FASTRAXX pursuant to this section. Employee
shall have a period of 30 days after said notice in which to cease and correct
the alleged gross negligence before FASTRAXX may terminate this agreement. If
Employee ceases to commit and corrects the alleged gross negligence within said
30 day period, FASTRAXX may not terminate this Agreement pursuant to this
section. Otherwise, FASTRAXX may terminate this Agreement immediately upon a
second notification to Employee.

      14.5 Termination Upon Death: This Agreement shall terminate upon the death
of the Employee.

      14.6 Termination Upon the Disability of the Employee: This Agreement shall
terminate upon the disability of the Employee. As used in the previous sentence,
the term "disability" shall mean the Employee's inability to effectively
discharge Employee's duties and responsibilities for a continuous period of not
less than six months during any calendar year. Any physical or mental disability
which does not prevent employee from effectively discharging his duties and
responsibilities in accordance with usual standards of conduct as determined by
FASTRAXX in its reasonable opinion shall not constitute a disability under this
Agreement.

      14.7 Termination due to a Change of Control of FASTRAXX: If this Agreement
is terminated due to a change of control of FASTRAXX, FASTRAXX shall immediately
pay Employee an amount equal to the sum of Employee's annual salary and benefits
that would be payable to him during the year following the date of termination.
Further, Employee's unvested ownership options, if any, shall immediately become
vested, and Employee shall be entitled to exercise all vested ownership options
during the three months following such termination. It is specifically agreed
that in such event Employee shall have no duty to mitigate his damages by
seeking comparable, inferior or different employment.

15.   Improper Termination: If this Agreement is terminated by FASTRAXX in any
manner except specifically in accordance with Section 14.1, 14.4 or 14.7 of this
Agreement, then (i) FASTRAXX shall immediately pay to the Employee an amount
equal to the sum of Employee's annual salary and benefits that would be payable
to him during the year following the date of termination. Further, Employee's
unvested ownership options shall immediately become vested, and Employee shall
be entitled to exercise all vested ownership options during the three months
following such termination. It is specifically agreed that in such event
Employee shall have no duty to mitigate his damages by seeking comparable,
inferior or different employment.


<PAGE>

16.   Indemnification of Employee: Pursuant to the provisions and subject to the
limitations of the Nevada Law, FASTRAXX shall indemnify and hold Employee
harmless as provided in Sections 16.1, 16.2 and 16.3 of this Agreement. FASTRAXX
shall, upon the request of the Employee, assume the defense and directly bear
all of the expense of any action or proceedings, which may arise for which
Employee is entitled to indemnification pursuant to this Section.

      16.1 Indemnification of Employee for Actions by Third Parties: FASTRAXX
hereby agrees to indemnify and hold Employee harmless from any liability,
claims, fines, damages, losses, expenses, judgments or settlements actually
incurred by him, including but not limited to reasonable attorney's fees and
costs actually incurred by him as they are incurred, as a result of Employee
being made at any time a party to, or being threatened to be made a party to,
any proceeding (other than action by or in the right of FASTRAXX, which is
addressed in 16.2 of this Agreement), relating to actions Employee takes within
the scope of his employment as the Chief Executive Officer of FASTRAXX or in his
role as a member of the Company, provided that Employee acted in good faith and
in a manner he reasonably believed to be in the best interest of FASTRAXX and,
in the case of a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.

      16.2 Indemnification of Employee for Actions in the Right of FASTRAXX:
FASTRAXX hereby agrees to indemnify and hold Employee harmless from any
liability, claims, damages, losses, expenses, judgments, or settlements actually
incurred by him, including but not limited to reasonable attorney's fees and
costs actually incurred by him as they are incurred, as a result of Employee
being made a party to, or being threatened to be made a party to, any proceeding
by or in the right of FASTRAXX to procure a judgment in its favor by reason of
any action taken by Employee as an officer, director of agent of FASTRAXX,
provided that Employee acted in good faith in a manner he reasonably believed to
be in the best interests of FASTRAXX and its owners, and provided further, that
no indemnification by FASTRAXX shall be required pursuant to this section 16.2
(i) for acts or omissions that involve intentional misconduct or a knowing and
culpable violation of the law, (ii) for acts or omissions that Employee believed
to be contrary to the best interests of FASTRAXX or its owners or that involve
the absence of good faith on the part of the Employee, (iii) for any transaction
from which Employee derived an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard by Employee of his duties to FASTRAXX
or its owners in circumstances in which Employee was aware, or should have been
aware, in the ordinary course of performing his duties, of a risk of serious
injury to FASTRAXX or its owners, (v)) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of Employee's
duties to the company or its owners, of (vi) for any other act of Employee for
which Employee is not permitted to be indemnified under the Nevada Law.
Furthermore, FASTRAXX has no obligation to indemnify Employee pursuant to this
Section 16.2 in any of the following Circumstances:

<PAGE>

A.    In respect to any claim, issue or matter as to which Employee is adjudged
to be liable to FASTRAXX in the performance of his duties to FASTRAXX and its
owners, unless and only to the extent that the court in which such action was
brought determines upon application that, in view of all the circumstances of
the case, he is fairly and reasonably entitled to indemnity for the expenses and
then only in the amount that the court shall determine.

B.    For amounts paid in settling or otherwise disposing of a threatened or
pending action without court approval.

C.    For expenses incurred in defending a threatened or pending action, which
is settled or otherwise disposed of without court approval.

      16.3 Reimbursement: In the event that it is determined that Employee is
not entitled to indemnification by FASTRAXX pursuant to Sections 16.1 or 16.2 of
this Agreement, then Employee is obligated to reimburse FASTRAXX for all amounts
paid by FASTRAXX on behalf of Employee pursuant to the indemnification
provisions of this Agreement. In the event that the Employee is successful on
the merits in the defense of any proceeding referred to in Sections 16.1 of 16.2
of this Agreement, or any related claim, issue or matter, then FASTRAXX will
indemnify and hold Employee harmless from all fees, costs and expenses actually
incurred by him in connection with the defense of any such proceeding, claim,
issue or matter.

17.   Assignability of Benefits: Except to the extent that this provision may be
contrary to law, no assignment, pledge, collateralization or attachment of any
of the benefits under this Agreement shall be valid or recognized by FASTRAXX.
Payment provided for by this Agreement shall not be subject to seizure for
payment of any debts or judgments against the Employee, nor shall the Employee
have any right to transfer, modify, anticipate or encumber any rights or
benefits hereunder, provided that any ownership issued by FASTRAXX to the
Employee pursuant to this Agreement shall not be subject to Section 17 of this
Agreement.

18.   Director's and Officer's Liability Insurance: FASTRAXX will utilize its
best efforts in good faith to purchase director's and officer's liability
insurance for the officers and directors of FASTRAXX, which would include the
same coverage for Employee.

19.   Notice: Except as otherwise specifically provided, any notices to be given
hereunder shall be deemed given upon personal delivery, air courier or mailing
thereof, if mailed by certified mail, return receipt requested, to the following
addresses (of to such other address or addresses as shall be specified in any
notice given):

In the Case of FASTRAXX:

Fastraxx
2251 N. Rampart Blvd. #323
Las Vegas, Nevada 89128
Attn: The Board of Directors

<PAGE>

In the Case of Employee:
Paul Gastwirth
2251 N. Rampart Blvd. #323
Las Vegas, NV 89128

20.   Attorney's Fees: In the event that any of the parties must resort to legal
action in order to enforce the provisions of this Agreement or to defend such
suit, the prevailing party shall be entitled to receive reimbursement from the
non prevailing party for all reasonable attorney's fees and all other costs
incurred in commencing or defending such suit.

21.   Entire Agreement: This Agreement embodies the entire understanding among
the parties and merges all prior discussions or communications among them, and
no party shall be bound by definitions, conditions, warranties, or
representations other than as expressly stated in this Agreement or as
subsequently set forth by a writing signed by duly authorized representatives of
all of the parties hereto.

22.   No Oral Change Amendment: This agreement may only be changed or modified
and any provision hereof may only be waived by a writing signed by the party
against whom enforcement of any waiver, change or modification is sought. This
Agreement may be amended only in writing by the mutual consent of the parties.

23.   Severability: In the event that any provision of this Agreement shall be
void or unenforceable for any reason whatsoever, then such provision shall be
stricken and of no force and effect. The remaining provisions of this Agreement
shall, however, continue in full force and effect, and to the extent required,
shall be modified to preserve their validity.

24.   Applicable Law: This Agreement shall be construed as a whole and in
accordance with its fair meaning. This Agreement shall be interpreted in
accordance with the laws of the State of Nevada, and venue for any action or
proceedings brought with respect to this Agreement shall be the County of Clark,
in the State of Nevada.

25.   Successors and Assignees: Each covenant and condition of this Agreement
shall inure to the benefit of and be binding upon the parties hereto, their
respective heirs, personal representatives, assignees and successors in
interest. Without limiting the generality of the foregoing sentence, this
Agreement shall be binding upon any successor to FASTRAXX whether by merger,
reorganization or otherwise.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.

COMPANY:                                Fastraxx Las Vegas Indoor Karting LLC
                                        A Nevada Limited Liability Company

                                        By:
                                           ---------------------------
                                        Member Manager, Geoffrey Levy


EMPLOYEE:                               Paul Gastwirth

                                        ------------------------------
                                        Employee

This Employment Agreement is effective April 16, 2003, ("Effective Date")
between Geoffrey Levy, ("Employee"), an individual, and Fastraxx Las Vegas
Indoor Karting LLC, a Nevada Limited Liability Company with an office in Las
Vegas, Nevada (FASTRAXX).

Whereas:

a.    FASTRAXX and the Employee wish to ensure that the Company will receive the
benefit of the Employee's loyalty and service.

b.    In Order to ensure that the company receives the benefit of Employee's
loyalty and service, the parties desire to enter into this formal Employment
Agreement to provide Employee with appropriate compensation arrangements and to
assure Employee of stable employment.

Now, therefore, in consideration of the premises, promises and mutual covenants
herein contained, the parties agree as follows:

1.    Effective the Effective Date of this Agreement, the Company engages the
"Employee" and "Employee" agrees to accept engagement as Chief Operating Officer
of Fastraxx as follows:

(i)   Employee's principal duties shall be those of strategic planning, investor
relations, fund raising and corporate development.

(ii)  Employee accepts the responsibilities of Chief Operating Officer of
FASTRAXX. Employee is subject to the superior authority and supervision of the
LLC Manager and shall report to the LLC Manager as required by customary
business practice and as specified from time to time by the LLC Manager.
Employee shall have such authority and discretion in the conduct of the
company's business that customarily falls within the scope of the duties of a
Chief Operating Officer or as may be specifically delegated by the LLC Manager.

2.    Time and Effort: As long as FASTRAXX is current in its compensation
obligations to Employee and can reasonably be expected to remain so, Employee
shall devote the necessary utilization of time, subject to reasonable vacation
periods as specified by Section 11 of this Agreement, to the management of
FASTRAXX's business affairs, the implementation of its strategic plan as
determined by the LLC Manager and the fulfillment of his duties and
responsibilities as the Company's Operating Officer. Employee reserves the right
to accept other consulting, personal business, investment and management duties
as Employee may find necessary and appropriate during such times that the
Company is in arrears on in default of its obligations for monthly and annual
compensation provided, however, that during such times he shall nevertheless
manage his time to allow for the performance of his duties as Chief Executive
Officer with such other activities fully disclosed in writing to FASTRAXX.


<PAGE>

3.    FASTRAXX's Authority: Employee agrees to comply with FASTRAXX's Policies
and Procedures as adopted by the Company's LLC Manager regarding the performance
of his duties and to carry out and perform those policies and procedures with
respect to his engagement. Employee shall promptly notify FASTRAXX's CEO and LLC
Manager of any objection he has to the LLC Manager's directives and the reasons
for such objection.

4.    Non Competition and Confidentiality: Employee shall not, during his
employment and within two years after the termination of this Agreement, without
FASTRAXX's express written authorization, divulge to any person or entity, any
proprietary information related to the business activity of the Company,
including but not limited to the business developments, operational procedures
held by FASTRAXX, technical developments, plans, acquisitions or activities.
Employee represents and warrants that his performance of service and duties
shall not constitute a breach of any obligation that he may have to any third
party.

5     Term of Agreement: This employment agreement shall be effective as of the
Effective Date and shall terminate five years from the Effective Date.

6.    Compensation: During the term of this Agreement, FASTRAXX shall pay the
following compensation to the Employee (subject to any bonus payments or
adjustments based on performance criteria established by the LLC Manager).
?     The Company shall pay Employee a salary of $8,250 a calendar month of
service.

7.    Fringe Benefits: Employee shall be entitled to all fringe benefits which
FASTRAXX or its subsidiaries may make available from time to time for its
executive officers who are employees. FASTRAXX shall provide Employee with
medical and dental group insurance coverage or reimbursement for the cost
thereof for Employee and his dependents. This coverage shall begin on the
Effective Date and shall continue throughout the term of this Agreement.

8.    Office and Staff: In order to enable Employee to discharge his obligations
and duties pursuant to this Agreement, FASTRAXX agrees that it shall provide
suitable office space for Employee in the Las Vegas Area, together with all
necessary and appropriate supporting staff and secretarial assistance,
equipment, stationery, books and supplies.

9.    Reimbursement of Expenses: FASTRAXX will reimburse Employee for all
reasonable travel, mobile telephone, promotional and entertainment expenses
incurred in conjunction with the performance of Employee's duties hereunder, and
subject to Section 10 of this agreement with respect to Automobile Expenses.
FASTRAXX will provide Employee with an expense advance to cover any travel
expenses associated with his duties, with this advance reconciled against duly
documented travel expenses or returned to FASTRAXX after completion of the
required travel. Employee's reimbursable expenses shall be paid promptly by
FASTRAXX on presentation by Employee of an itemized and duly documented report
of such expenses. All compensation provided in Sections 6, 7, 9 and 10 (if it is
legally defined as compensation and not the direct expense of the duties of the
Employee) shall be subject to customary withholding tax and other employment
taxes, to the extent required by law.


<PAGE>

10.   Automobile: FASTRAXX shall pay Employee a fixed amount equal to $1200 per
month on the last day of each month during the term of this Agreement as
reimbursement to the Employee on a non-accountable basis for all expenses
incurred by the Employee for the use of his automobile for FASTRAXX business
purposes, including but not limited to depreciation, repairs, maintenance,
gasoline and insurance. Employee shall not be entitled to any other
reimbursement for the use of his vehicle for business purposes.

11.   Vacation: Employee shall be entitled to four weeks of paid vacation per
year or pro rata portion of each year of service by Employee under this
Agreement. The Employee shall be entitled to the holidays provided in FASTRAXX's
established corporate policy for employees.

12.   Rights In and To Innovations, Inventions and Patents:

      12.1 Description of Parties'Rights: The Employee agrees that, with respect
to any innovations, inventions and patents made by him or FASTRAXX during the
Term of this Agreement, solely or jointly with others, (i) which are made with
FASTRAXX's equipment, supplies, facilities, trade secrets or time, or (ii) which
relate to the specific business (most particularly to the indoor karting racing
business conducted by FASTRAXX) or FASTRAXX's actual or demonstrably anticipated
research or development, or (iii) which result from any work performed by the
Employee for FASTRAXX, such innovations, inventions and patents shall belong to
FASTRAXX. The Employee also agrees that FASTRAXX shall have the right to keep
such innovations, inventions and patents as trade secrets, if FASTRAXX chooses.

      12.2 Disclosure Requirements: For the purpose of this Agreement, an
innovation, invention or patent is deemed to have been made during the term of
this Agreement if, during such period, the innovation, invention or patent was
conceived of and first actually reduced to practice. The Employee agrees that
any patent application filed within one year after termination of his
employment, if it is directly or exclusively related to the business of indoor
karting, shall be presumed to be related to an innovation or invention made
during the term of this Agreement unless he can provide evidence to the
contrary. In order to permit FASTRAXX to claim rights to which it may be
entitled, the Employee agrees to disclose to FASTRAXX, in confidence, all
innovations, inventions and patents which the Employee makes during the term of
this Agreement and all patent applications filed by the Employee within one year
after termination of this Agreement.


<PAGE>

13.   Arbitration: Any disputes arising under this Agreement will be resolved in
accordance with the rules of the American Arbitration Association as they apply
in the County of Clark, State of Nevada. The decision of the Arbitrators shall
be binding on all parties to this Agreement.

14.   Termination: This Agreement may be terminated in the following manner and
not otherwise:

      14.1 Mutual Agreement: This Agreement may be terminated by the written
agreement of FASTRAXX and the Employee.

      14.2 Voluntary Termination: Employee reserves the right, as his option and
in his sole discretion, to terminate this Agreement and all obligations therein,
subject to the obligation to provide one hundred twenty days advance
notification and cooperation as may be required in training the person or
persons selected to carry forth his duties after termination.

      14.3 Termination by Employee for Breach: Employee may, at his option and
in his sole discretion, terminate this Agreement for (i) the material breach of
FASTRAXX of the terms of this Agreement, or (ii) any material change by FASTRAXX
in the working environment or conditions of the Employee, or any material change
in the duties or authority of the Employee under this Agreement.

      14.4 Termination by the Company for Breach: FASTRAXX may terminate this
Agreement in the event that Employee commits gross negligence in the performance
of his duties under this Agreement or breaches his fiduciary duty to FASTRAXX,
to the LLC Manager or to FASTRAXX's owners; provided, however, that in the event
the termination is to be by reason of Employee's gross negligence, FASTRAXX
shall give Employee written notice of specific instances for the basis of any
termination of this Agreement by FASTRAXX pursuant to this section. Employee
shall have a period of 30 days after said notice in which to cease and correct
the alleged gross negligence before FASTRAXX may terminate this agreement. If
Employee ceases to commit and corrects the alleged gross negligence within said
30 day period, FASTRAXX may not terminate this Agreement pursuant to this
section. Otherwise, FASTRAXX may terminate this Agreement immediately upon a
second notification to Employee.

      14.5 Termination Upon Death: This Agreement shall terminate upon the death
of the Employee.

      14.6 Termination Upon the Disability of the Employee: This Agreement shall
terminate upon the disability of the Employee. As used in the previous sentence,
the term "disability" shall mean the Employee's inability to effectively
discharge Employee's duties and responsibilities for a continuous period of not
less than six months during any calendar year. Any physical or mental disability
which does not prevent employee from effectively discharging his duties and
responsibilities in accordance with usual standards of conduct as determined by
FASTRAXX in its reasonable opinion shall not constitute a disability under this
Agreement.

      14.7 Termination due to a Change of Control of FASTRAXX: If this Agreement
is terminated due to a change of control of FASTRAXX,


<PAGE>

FASTRAXX shall immediately pay Employee an amount equal to the sum of Employee's
annual salary and benefits that would be payable to him during the year
following the date of termination. Further, Employee's unvested ownership
options, if any, shall immediately become vested, and Employee shall be entitled
to exercise all vested ownership options during the three months following such
termination. It is specifically agreed that in such event Employee shall have no
duty to mitigate his damages by seeking comparable, inferior or different
employment.

15.   Improper Termination: If this Agreement is terminated by FASTRAXX in any
manner except specifically in accordance with Section 14.1, 14.4 or 14.7 of this
Agreement, then (i) FASTRAXX shall immediately pay to the Employee an amount
equal to the sum of Employee's annual salary and benefits that would be payable
to him during the year following the date of termination. Further, Employee's
unvested ownership options shall immediately become vested, and Employee shall
be entitled to exercise all vested ownership options during the three months
following such termination. It is specifically agreed that in such event
Employee shall have no duty to mitigate his damages by seeking comparable,
inferior or different employment.

16.   Indemnification of Employee: Pursuant to the provisions and subject to the
limitations of the Nevada Law, FASTRAXX shall indemnify and hold Employee
harmless as provided in Sections 16.1, 16.2 and 16.3 of this Agreement. FASTRAXX
shall, upon the request of the Employee, assume the defense and directly bear
all of the expense of any action or proceedings, which may arise for which
Employee is entitled to indemnification pursuant to this Section.

      16.1 Indemnification of Employee for Actions by Third Parties: FASTRAXX
hereby agrees to indemnify and hold Employee harmless from any liability,
claims, fines, damages, losses, expenses, judgments or settlements actually
incurred by him, including but not limited to reasonable attorney's fees and
costs actually incurred by him as they are incurred, as a result of Employee
being made at any time a party to, or being threatened to be made a party to,
any proceeding (other than action by or in the right of FASTRAXX, which is
addressed in 16.2 of this Agreement), relating to actions Employee takes within
the scope of his employment as the Chief OPoperating Officer of FASTRAXX or in
his role as a member of the Company, provided that Employee acted in good faith
and in a manner he reasonably believed to be in the best interest of FASTRAXX
and, in the case of a criminal proceeding, had no reasonable cause to believe
his conduct was unlawful.

      16.2 Indemnification of Employee for Actions in the Right of FASTRAXX:
FASTRAXX hereby agrees to indemnify and hold Employee harmless from any
liability, claims, damages, losses, expenses, judgments, or settlements actually
incurred by him, including but not limited to reasonable attorney's fees and
costs actually incurred by him as they are incurred, as a result of Employee
being made a party to, or being threatened to be made a party to, any proceeding
by or in the right of FASTRAXX to procure a judgment in its favor by reason of
any action taken by Employee as an officer, director of agent of FASTRAXX,
provided that Employee acted in good faith in a manner he reasonably believed to
be in the best interests of FASTRAXX and its owners, and provided further, that
no indemnification by FASTRAXX shall be required pursuant to this section 16.2
(i) for acts or omissions that involve intentional misconduct or a knowing and

<PAGE>

culpable violation of the law, (ii) for acts or omissions that Employee believed
to be contrary to the best interests of FASTRAXX or its owners or that involve
the absence of good faith on the part of the Employee, (iii) for any transaction
from which Employee derived an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard by Employee of his duties to FASTRAXX
or its owners in circumstances in which Employee was aware, or should have been
aware, in the ordinary course of performing his duties, of a risk of serious
injury to FASTRAXX or its owners, (v)) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of Employee's
duties to the company or its owners, of (vi) for any other act of Employee for
which Employee is not permitted to be indemnified under the Nevada Law.
Furthermore, FASTRAXX has no obligation to indemnify Employee pursuant to this
Section 16.2 in any of the following Circumstances:

A.    In respect to any claim, issue or matter as to which Employee is adjudged
to be liable to FASTRAXX in the performance of his duties to FASTRAXX and its
owners, unless and only to the extent that the court in which such action was
brought determines upon application that, in view of all the circumstances of
the case, he is fairly and reasonably entitled to indemnity for the expenses and
then only in the amount that the court shall determine.

B.    For amounts paid in settling or otherwise disposing of a threatened or
pending action without court approval.

C.    For expenses incurred in defending a threatened or pending action, which
is settled or otherwise disposed of without court approval.

      16.3 Reimbursement: In the event that it is determined that Employee is
not entitled to indemnification by FASTRAXX pursuant to Sections 16.1 or 16.2 of
this Agreement, then Employee is obligated to reimburse FASTRAXX for all amounts
paid by FASTRAXX on behalf of Employee pursuant to the indemnification
provisions of this Agreement. In the event that the Employee is successful on
the merits in the defense of any proceeding referred to in Sections 16.1 of 16.2
of this Agreement, or any related claim, issue or matter, then FASTRAXX will
indemnify and hold Employee harmless from all fees, costs and expenses actually
incurred by him in connection with the defense of any such proceeding, claim,
issue or matter.

17.   Assignability of Benefits: Except to the extent that this provision may be
contrary to law, no assignment, pledge, collateralization or attachment of any
of the benefits under this Agreement shall be valid or recognized by FASTRAXX.
Payment provided for by this Agreement shall not be subject to seizure for
payment of any debts or judgments against the Employee, nor shall the Employee
have any right to transfer, modify, anticipate or encumber any rights or
benefits hereunder, provided that any ownership issued by FASTRAXX to the
Employee pursuant to this Agreement shall not be subject to Section 17 of this
Agreement.


<PAGE>

18.   Director's and Officer's Liability Insurance: FASTRAXX will utilize its
best efforts in good faith to purchase director's and officer's liability
insurance for the officers and directors of FASTRAXX, which would include the
same coverage for Employee.

19.   Notice: Except as otherwise specifically provided, any notices to be given
hereunder shall be deemed given upon personal delivery, air courier or mailing
thereof, if mailed by certified mail, return receipt requested, to the following
addresses (of to such other address or addresses as shall be specified in any
notice given):

In the Case of FASTRAXX:

Fastraxx
2251 N. Rampart Blvd. #323
Las Vegas, Nevada 89128
Attn: The Board of Directors

In the Case of Employee:
Geoffrey Levy
145 Crescent Road
San Anselmo, CA 94960

20.   Attorney's Fees: In the event that any of the parties must resort to legal
action in order to enforce the provisions of this Agreement or to defend such
suit, the prevailing party shall be entitled to receive reimbursement from the
non prevailing party for all reasonable attorney's fees and all other costs
incurred in commencing or defending such suit.

21.   Entire Agreement: This Agreement embodies the entire understanding among
the parties and merges all prior discussions or communications among them, and
no party shall be bound by definitions, conditions, warranties, or
representations other than as expressly stated in this Agreement or as
subsequently set forth by a writing signed by duly authorized representatives of
all of the parties hereto.

22.   No Oral Change Amendment: This agreement may only be changed or modified
and any provision hereof may only be waived by a writing signed by the party
against whom enforcement of any waiver, change or modification is sought. This
Agreement may be amended only in writing by the mutual consent of the parties.

23.   Severability: In the event that any provision of this Agreement shall be
void or unenforceable for any reason whatsoever, then such provision shall be
stricken and of no force and effect. The remaining provisions of this Agreement
shall, however, continue in full force and effect, and to the extent required,
shall be modified to preserve their validity.

24.   Applicable Law: This Agreement shall be construed as a whole and in
accordance with its fair meaning. This Agreement shall be interpreted in
accordance with the laws of the State of Nevada, and venue for any action or
proceedings brought with respect to this Agreement shall be the County of Clark,
in the State of Nevada.

25.   Successors and Assignees: Each covenant and condition of this Agreement
shall inure to the benefit of and be binding upon the parties hereto, their
respective heirs, personal representatives, assignees and successors in
interest. Without limiting the generality of the foregoing sentence, this
Agreement shall be binding upon any successor to FASTRAXX whether by merger,
reorganization or otherwise.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.

COMPANY:                            Fastraxx Las Vegas Indoor Karting LLC
                                    A Nevada Limited Liability Company

                                    By:
                                        ----------------------------------
                                        Member Manager, Paul Gastwirth


EMPLOYEE:                           Geoffrey Levy

                                    --------------------------------------
                                    Employee

This Employment Agreement is effective April 16, 2003, ("Effective Date")
between Joseph Spada, ("Employee"), an individual, and Fastraxx Las Vegas Indoor
Karting LLC, a Nevada Limited Liability Company with an office in Las Vegas,
Nevada (FASTRAXX).

Whereas:

A.    FASTRAXX and the Employee wish to ensure that the Company will receive the
benefit of the Employee's loyalty and service.

B.    In Order to ensure that the company receives the benefit of Employee's
loyalty and service, the parties desire to enter into this formal Employment
Agreement to provide Employee with appropriate compensation arrangements and to
assure Employee of stable employment.

Now, therefore, in consideration of the premises, promises and mutual covenants
herein contained, the parties agree as follows:

1.    Effective the Effective Date of this Agreement, the Company engages the
"Employee" and "Employee" agrees to accept engagement as Chief Financial Officer
of Fastraxx as follows:

(i)   Employee's principal duties shall be those of strategic planning, investor
relations, fund raising and corporate development.

(ii)  Employee accepts the responsibilities of Chief Financial Officer of
FASTRAXX. Employee is subject to the superior authority and supervision of the
LLC Manager and shall report to the LLC Manager as required by customary
business practice and as specified from time to time by the LLC Manager.
Employee shall have such authority and discretion in the conduct of the
company's business that customarily falls within the scope of the duties of a
Chief Operating Officer or as may be specifically delegated by the LLC Manager.


<PAGE>

2.    Time and Effort: As long as FASTRAXX is current in its compensation
obligations to Employee and can reasonably be expected to remain so, Employee
shall devote the necessary utilization of time, subject to reasonable vacation
periods as specified by Section 11 of this Agreement, to the management of
FASTRAXX's business affairs, the implementation of its strategic plan as
determined by the LLC Manager and the fulfillment of his duties and
responsibilities as the Company's Operating Officer or Chief Executive Officer.
Employee reserves the right to accept other consulting, personal business,
investment and management duties as Employee may find necessary and appropriate
during such times that the Company is in arrears on in default of its
obligations for monthly and annual compensation provided, however, that during
such times he shall nevertheless manage his time to allow for the performance of
his duties as Chief Operating Officer with such other activities fully disclosed
in writing to FASTRAXX.

3.    FASTRAXX's Authority: Employee agrees to comply with FASTRAXX's Policies
and Procedures as adopted by the Company's LLC Manager regarding the performance
of his duties and to carry out and perform those policies and procedures with
respect to his engagement. Employee shall promptly notify FASTRAXX's CEO and LLC
Manager of any objection he has to the LLC Manager's directives and the reasons
for such objection.

4.    Non Competition and Confidentiality: Employee shall not, during his
employment and within two years after the termination of this Agreement, without
FASTRAXX's express written authorization, divulge to any person or entity, any
proprietary information related to the business activity of the Company,
including but not limited to the business developments, operational procedures
held by FASTRAXX, technical developments, plans, acquisitions or activities.
Employee represents and warrants that his performance of service and duties
shall not constitute a breach of any obligation that he may have to any third
party.

5.    Term of Agreement: This employment agreement shall be effective as of the
Effective Date and shall terminate five years from the Effective Date.

6.    Compensation: During the term of this Agreement, FASTRAXX shall pay the
following compensation to the Employee (subject to any bonus payments or
adjustments based on performance criteria established by the LLC Manager).
?     The Company shall pay Employee a salary of $6,250 a calendar month of
service.

7.    Fringe Benefits: Employee shall be entitled to all fringe benefits which
FASTRAXX or its subsidiaries may make available from time to time for its
executive officers who are employees. FASTRAXX shall provide Employee with
medical and dental group insurance coverage or reimbursement for the cost
thereof for Employee and his dependents. This coverage shall begin on the
Effective Date and shall continue throughout the term of this Agreement.


<PAGE>

8.    Office and Staff: In order to enable Employee to discharge his obligations
and duties pursuant to this Agreement, FASTRAXX agrees that it shall provide
suitable office space for Employee in the Las Vegas Area, together with all
necessary and appropriate supporting staff and secretarial assistance,
equipment, stationery, books and supplies.

9.    Reimbursement of Expenses: FASTRAXX will reimburse Employee for all
reasonable travel, mobile telephone, promotional and entertainment expenses
incurred in conjunction with the performance of Employee's duties hereunder, and
subject to Section 10 of this agreement with respect to Automobile Expenses.
FASTRAXX will provide Employee with an expense advance to cover any travel
expenses associated with his duties, with this advance reconciled against duly
documented travel expenses or returned to FASTRAXX after completion of the
required travel. Employee's reimbursable expenses shall be paid promptly by
FASTRAXX on presentation by Employee of an itemized and duly documented report
of such expenses. All compensation provided in Sections 6, 7, 9 and 10 (if it is
legally defined as compensation and not the direct expense of the duties of the
Employee) shall be subject to customary withholding tax and other employment
taxes, to the extent required by law.

10.   Automobile: FASTRAXX shall pay Employee a fixed amount equal to $200 per
month on the last day of each month during the term of this Agreement as
reimbursement to the Employee on a non-accountable basis for all expenses
incurred by the Employee for the use of his automobile for FASTRAXX business
purposes, including but not limited to depreciation, repairs, maintenance,
gasoline and insurance. Employee shall not be entitled to any other
reimbursement for the use of his vehicle for business purposes.

11.   Vacation: Employee shall be entitled to two weeks of paid vacation per
year or pro rata portion of each year of service by Employee under this
Agreement for the first two years. Then, Employee shall be entitled to three
weeks of paid vacation per year or pro rata portion of each year of service
under this Agreement thereafter. The Employee shall be entitled to the holidays
provided in FASTRAXX's established corporate policy for employees.

12.   Rights In and To Innovations, Inventions and Patents:

      12.1 Description of Parties'Rights: The Employee agrees that, with respect
to any innovations, inventions and patents made by him or FASTRAXX during the
Term of this Agreement, solely or jointly with others, (i) which are made with
FASTRAXX's equipment, supplies, facilities, trade secrets or time, or (ii) which
relate to the specific business (most particularly to the indoor karting racing
business conducted by FASTRAXX) or FASTRAXX's actual or demonstrably anticipated
research or development, or (iii) which result from any work performed by the
Employee for FASTRAXX, such innovations, inventions and patents shall belong to
FASTRAXX. The Employee also agrees that FASTRAXX shall have the right to keep
such innovations, inventions and patents as trade secrets, if FASTRAXX chooses.

<PAGE>

      12.2 Disclosure Requirements: For the purpose of this Agreement, an
innovation, invention or patent is deemed to have been made during the term of
this Agreement if, during such period, the innovation, invention or patent was
conceived of and first actually reduced to practice. The Employee agrees that
any patent application filed within one year after termination of his
employment, if it is directly or exclusively related to the business of indoor
karting, shall be presumed to be related to an innovation or invention made
during the term of this Agreement unless he can provide evidence to the
contrary. In order to permit FASTRAXX to claim rights to which it may be
entitled, the Employee agrees to disclose to FASTRAXX, in confidence, all
innovations, inventions and patents which the Employee makes during the term of
this Agreement and all patent applications filed by the Employee within one year
after termination of this Agreement.

13.   Arbitration: Any disputes arising under this Agreement will be resolved in
accordance with the rules of the American Arbitration Association as they apply
in the County of Clark, State of Nevada. The decision of the Arbitrators shall
be binding on all parties to this Agreement.

14.   Termination: This Agreement may be terminated in the following manner and
not otherwise:

      14.1 Mutual Agreement: This Agreement may be terminated by the written
agreement of FASTRAXX and the Employee.

      14.2 Voluntary Termination: Employee reserves the right, as his option and
in his sole discretion, to terminate this Agreement and all obligations therein,
subject to the obligation to provide one hundred twenty days advance
notification and cooperation as may be required in training the person or
persons selected to carry forth his duties after termination.

      14.3 Termination by Employee for Breach: Employee may, at his option and
in his sole discretion, terminate this Agreement for (i) the material breach of
FASTRAXX of the terms of this Agreement, or (ii) any material change by FASTRAXX
in the working environment or conditions of the Employee, or any material change
in the duties or authority of the Employee under this Agreement.

      14.4 Termination by the Company for Breach: FASTRAXX may terminate this
Agreement in the event that Employee commits gross negligence in the performance
of his duties under this Agreement or breaches his fiduciary duty to FASTRAXX,
to the LLC Manager or to FASTRAXX's owners; provided, however, that in the event
the termination is to be by reason of Employee's gross negligence, FASTRAXX
shall give Employee written notice of specific instances for the basis of any
termination of this Agreement by FASTRAXX pursuant to this section. Employee
shall have a period of 30 days after said notice in which to cease and correct
the alleged gross negligence before FASTRAXX may terminate this agreement. If
Employee ceases to commit and corrects the alleged gross negligence within said
30 day period, FASTRAXX may not terminate this Agreement pursuant to this
section. Otherwise, FASTRAXX may terminate this Agreement immediately upon a
second notification to Employee.

<PAGE>

      14.5 Termination Upon Death: This Agreement shall terminate upon the death
of the Employee.

      14.6 Termination Upon the Disability of the Employee: This Agreement shall
terminate upon the disability of the Employee. As used in the previous sentence,
the term "disability" shall mean the Employee's inability to effectively
discharge Employee's duties and responsibilities for a continuous period of not
less than six months during any calendar year. Any physical or mental disability
which does not prevent employee from effectively discharging his duties and
responsibilities in accordance with usual standards of conduct as determined by
FASTRAXX in its reasonable opinion shall not constitute a disability under this
Agreement.

      14.7 Termination due to a Change of Control of FASTRAXX: If this Agreement
is terminated due to a change of control of FASTRAXX, FASTRAXX shall immediately
pay Employee an amount equal to the sum of Employee's annual salary and benefits
that would be payable to him during the year following the date of termination.
Further, Employee's unvested ownership options, if any, shall immediately become
vested, and Employee shall be entitled to exercise all vested ownership options
during the three months following such termination. It is specifically agreed
that in such event Employee shall have no duty to mitigate his damages by
seeking comparable, inferior or different employment.

15.   Improper Termination: If this Agreement is terminated by FASTRAXX in any
manner except specifically in accordance with Section 14.1, 14.4 or 14.7 of this
Agreement, then (i) FASTRAXX shall immediately pay to the Employee an amount
equal to the sum of Employee's annual salary and benefits that would be payable
to him during the year following the date of termination. Further, Employee's
unvested ownership options shall immediately become vested, and Employee shall
be entitled to exercise all vested ownership options during the three months
following such termination. It is specifically agreed that in such event
Employee shall have no duty to mitigate his damages by seeking comparable,
inferior or different employment.

16.   Indemnification of Employee: Pursuant to the provisions and subject to the
limitations of the Nevada Law, FASTRAXX shall indemnify and hold Employee
harmless as provided in Sections 16.1, 16.2 and 16.3 of this Agreement. FASTRAXX
shall, upon the request of the Employee, assume the defense and directly bear
all of the expense of any action or proceedings, which may arise for which
Employee is entitled to indemnification pursuant to this Section.

      16.1 Indemnification of Employee for Actions by Third Parties: FASTRAXX
hereby agrees to indemnify and hold Employee harmless from any liability,
claims, fines, damages, losses, expenses, judgments or settlements actually
incurred by him, including but not limited to reasonable attorney's fees and
costs actually incurred by him as they are incurred, as a result of Employee
being made at any time a party to, or being threatened to be made a party to,
any proceeding (other than action by or in the right of FASTRAXX, which is
addressed in 16.2 of this Agreement), relating to actions Employee takes within
the scope of his employment as the Chief Financial Officer of FASTRAXX or in his
role as a member of the Company, provided that Employee acted in good faith and
in a manner he reasonably believed to be in the best interest of FASTRAXX and,
in the case of a criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.


<PAGE>

      16.2 Indemnification of Employee for Actions in the Right of FASTRAXX:
FASTRAXX hereby agrees to indemnify and hold Employee harmless from any
liability, claims, damages, losses, expenses, judgments, or settlements actually
incurred by him, including but not limited to reasonable attorney's fees and
costs actually incurred by him as they are incurred, as a result of Employee
being made a party to, or being threatened to be made a party to, any proceeding
by or in the right of FASTRAXX to procure a judgment in its favor by reason of
any action taken by Employee as an officer, director of agent of FASTRAXX,
provided that Employee acted in good faith in a manner he reasonably believed to
be in the best interests of FASTRAXX and its owners, and provided further, that
no indemnification by FASTRAXX shall be required pursuant to this section 16.2
(i) for acts or omissions that involve intentional misconduct or a knowing and
culpable violation of the law, (ii) for acts or omissions that Employee believed
to be contrary to the best interests of FASTRAXX or its owners or that involve
the absence of good faith on the part of the Employee, (iii) for any transaction
from which Employee derived an improper personal benefit, (iv) for acts or
omissions that show a reckless disregard by Employee of his duties to FASTRAXX
or its owners in circumstances in which Employee was aware, or should have been
aware, in the ordinary course of performing his duties, of a risk of serious
injury to FASTRAXX or its owners, (v)) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of Employee's
duties to the company or its owners, of (vi) for any other act of Employee for
which Employee is not permitted to be indemnified under the Nevada Law.
Furthermore, FASTRAXX has no obligation to indemnify Employee pursuant to this
Section 16.2 in any of the following Circumstances:

A.    In respect to any claim, issue or matter as to which Employee is adjudged
to be liable to FASTRAXX in the performance of his duties to FASTRAXX and its
owners, unless and only to the extent that the court in which such action was
brought determines upon application that, in view of all the circumstances of
the case, he is fairly and reasonably entitled to indemnity for the expenses and
then only in the amount that the court shall determine.

B.    For amounts paid in settling or otherwise disposing of a threatened or
pending action without court approval. C. For expenses incurred in defending a
threatened or pending action, which is settled or otherwise disposed of without
court approval.

      16.3 Reimbursement: In the event that it is determined that Employee is
not entitled to indemnification by FASTRAXX pursuant to Sections 16.1 or 16.2 of
this Agreement, then Employee is obligated to reimburse FASTRAXX for all amounts
paid by FASTRAXX on behalf of Employee pursuant to the indemnification
provisions of this Agreement. In the event that the Employee is successful on
the merits in the defense of any proceeding referred to in Sections 16.1 of 16.2
of this Agreement, or any related claim, issue or matter, then FASTRAXX will
indemnify and hold Employee harmless from all fees, costs and expenses actually
incurred by him in connection with the defense of any such proceeding, claim,
issue or matter.


<PAGE>

17.   Assignability of Benefits: Except to the extent that this provision may be
contrary to law, no assignment, pledge, collateralization or attachment of any
of the benefits under this Agreement shall be valid or recognized by FASTRAXX.
Payment provided for by this Agreement shall not be subject to seizure for
payment of any debts or judgments against the Employee, nor shall the Employee
have any right to transfer, modify, anticipate or encumber any rights or
benefits hereunder, provided that any ownership issued by FASTRAXX to the
Employee pursuant to this Agreement shall not be subject to Section 17 of this
Agreement.

18.   Director's and Officer's Liability Insurance: FASTRAXX will utilize its
best efforts in good faith to purchase director's and officer's liability
insurance for the officers and directors of FASTRAXX, which would include the
same coverage for Employee.

19.   Notice: Except as otherwise specifically provided, any notices to be given
hereunder shall be deemed given upon personal delivery, air courier or mailing
thereof, if mailed by certified mail, return receipt requested, to the following
addresses (of to such other address or addresses as shall be specified in any
notice given):

In the Case of FASTRAXX:

Fastraxx
2251 N. Rampart Blvd. #323
Las Vegas, Nevada 89128
Attn: The Board of Directors

In the Case of Employee:
Joseph Spada

------------------
Henderson, NV 89
                 -----

20.   Attorney's Fees: In the event that any of the parties must resort to legal
action in order to enforce the provisions of this Agreement or to defend such
suit, the prevailing party shall be entitled to receive reimbursement from the
non prevailing party for all reasonable attorney's fees and all other costs
incurred in commencing or defending such suit.

21.   Entire Agreement: This Agreement embodies the entire understanding among
the parties and merges all prior discussions or communications among them, and
no party shall be bound by definitions, conditions, warranties, or
representations other than as expressly stated in this Agreement or as
subsequently set forth by a writing signed by duly authorized representatives of
all of the parties hereto.

22.   No Oral Change Amendment: This agreement may only be changed or modified
and any provision hereof may only be waived by a writing signed by the party
against whom enforcement of any waiver, change or modification is sought. This
Agreement may be amended only in writing by the mutual consent of the parties.

23.   Severability: In the event that any provision of this Agreement shall be
void or unenforceable for any reason whatsoever, then such provision shall be
stricken and of no force and effect. The remaining provisions of this Agreement
shall, however, continue in full force and effect, and to the extent required,
shall be modified to preserve their validity.

24.   Applicable Law: This Agreement shall be construed as a whole and in
accordance with its fair meaning. This Agreement shall be interpreted in
accordance with the laws of the State of Nevada, and venue for any action or
proceedings brought with respect to this Agreement shall be the County of Clark,
in the State of Nevada.

25.   Successors and Assignees: Each covenant and condition of this Agreement
shall inure to the benefit of and be binding upon the parties hereto, their
respective heirs, personal representatives, assignees and successors in
interest. Without limiting the generality of the foregoing sentence, this
Agreement shall be binding upon any successor to FASTRAXX whether by merger,
reorganization or otherwise.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.

COMPANY: Fastraxx Las Vegas Indoor Karting

LLC

                                    A Nevada Limited Liability Company

                                    By:
                                        --------------------------------
                                        Member Manager, Paul Gastwirth


EMPLOYEE:                           Joseph Spada

                                    ------------------------------------
                                    Employee