Exhibit 10.12

                        FACTORING AND SECURITY AGREEMENT

      This Factoring and Security Agreement, dated as of May 10, 2004 is between
Padova International U.S.A., a Nevada corporation, which sometimes uses the name
Padova International and which sometimes uses the name Execute MX Racing and
which sometimes uses the dba phase 2 Sales International and which sometimes
uses the dba Execute Sports (collectively the "Client") and Benefactor Funding
Corp., a Colorado corporation (the "Factor").

      In consideration of the respective promises, representations, warranties,
covenants and agreements contained herein, Client and Factor agree as follows(,)

1. PURCHASE AND SALE OF ACCOUNTS RECEIVABLE

      (a) Client hereby sells, assigns, transfers, conveys and delivers to
Factor, and Factor purchases and accepts from Client upon the tents and
conditions set forth heroin, all of Client's right, title and interest in and to
(i) all accounts receivable which are accepted for purchase by Factor as
described in Section 1(b) (any and all accounts receivable which arc created by
Client, whether or not Factor accepts and purchases them, are defined herein as
"Accounts"; the term "Accepted Accounts" is defined herein as Accounts which are
accepted for purchase by Factor) and (ii) all guarantees and security for
Accepted Accounts, and all merchandise or Client services represented by
Accepted Accounts, including all of Client's rights to returned goods and rights
of stoppage in transit, replevin and reclamation as an unpaid vendor (with
respect to each Accepted Account, such guarantees, security and rights arc
called "Rights").

      (b) Client shall submit Accounts to Factor, to be put on a schedule of
accounts ("Schedule") to the form of Exhibit A. Factor is only obligated to
purchase Accounts when it accepts the Accounts by signing the Schedule; any
Accounts which are Crossed out by Factor are not accepted for purchase. Factor
may refuse to purchase any Account for any reason whatsoever, in Factor's sole
discretion. It is hereby agreed and understood that Factor m y verify, with the
Account Debtor (each of the terms "Account Debtor" and "Debtor" is defined
herein as a customer of Client), the amount, validity, due date and absence of
adjustments and offsets, of some or all of the Accounts prior to Factors
acceptance of such Accounts.

      (e) At the time the Schedule is presented, Client shall also deliver to
Factor the original andlor a copy of an invoice for each Account, together with
evidence of shipment and the Account Debtor's purchase order.

      (d) Each and every payment on each and every Accepted Account by an
Account Debtor, or any other person or entity, is the sole property of Factor.

      (e) Prior to Factor's acceptance and purchase of any Account from a
particular Account Debtor, Client shall deliver to Factor an agreement in the
form of Exhibit B hereto ("Customer Agreement").

      (1) Invoices should plainly state on their face that the amounts payable
thereunder have been assigned to and are payable to Benefactor Funding Corp. and
billing on such invoice shall constitute an assignment to 13eneFactor Funding
Corp. of the accounts thereby represented whether or not a specific written
assignment was executed.

      (g) Upon signing this Agreement, Client shall sign all UCC financing
statements requested by Factor and, simultaneously with the initial funding
pursuant to this Agreement.

2. PURCHASE PRICE.

      The Purchase Price for each Accepted Account shall be equal to (i) the
face amount of such Accepted Account less (ii) the Commission, and less (iii)
the Factor's Fee, and less (iv) the amount of any trade or cash discounts,
r;redits or allowances, set-raft's or any other reductions or adjustments to
such Accepted Account. The Commission for each Accepted Account shall equal 1.5%
of the face amount of the Accepted Account, and shall compensate Factor for
Factor's purchase and handling of the Accepted Account. The Factors Fee



compensates Factor for Factor's administration, monitoring, collection and
reporting activities with respect to each Accepted Account and shall be
determined by the number of days from the date of Factors Initial Payment (as
defined below) on the Accepted Account to Client to the date of Account Debtor's
full payment of the Accepted Account to Factor as follows: 0% of the face amount
of the Accepted Account for one to thirty days, and .)% of such face amount for
each one to ten day period thereafter (with the 5% earned on the first day of
each such one to ten day period.) Upon purchase of an Accepted Account from
Client, Factor shall make an initial payment of the Purchase Price to Client
("Initial Payment") in the amount of 80% of the face amount of such Accepted
Account. The difference between the face amount of an Accepted Account and the
Initial Payment shall go into the Reserve Account (as defined in Section 4
below). 'Full payment' of an Accepted Account by an Account Debtor shall occur
when Factor receives a check for the full amount of the Accepted Account from
the Account Debtor and such check clears and becomes available for factor's use.

      Client and Execute (as defined below) agree to sell and assign to Factor a
minimum of $1,200,000 of accounts receivable for each twelve month period that
this Agreement is in effect beginning with May 2004 and if such minimum isn't
met, Factor will charge Client an amount equal to 1.5% times $1,200,000 less the
actual amount of receivables sold for each such twelve month period, either by
charging the Reserve Account or invoicing Client. Client and Factor agree that
Client's right to terminate the Agreement pursuant to Section I I is subject to
the minimums in this paragraph.

      Client is responsible for all accounts receivable (the "Execute Accounts")
purchased by Factor from Execute Sport& Marketing, Inc., a California
corporation, which sometimes uses the name Execute Sports and which sometimes
uses the name Execute MX Racing and which sometimes uses the name Phase 2 Sales
International and which sometimes uses the name Padova international
(collectively, "Execute") pursuant to the Factoring and Security Agreement,
dated as of May 10, 2004, between Execute and Factor (the "Execute Agreement"),
and all terms of this Agreement shall apply to the Execute Accounts and the
Execute Accounts shall be considered Accepted Accounts hereunder, Any dethult
order the Execute Agreement shall be an Event of Default under this Agreement.

3. RECOURSE PROVISIONS.

      (a) All Accepted Accounts shall be purchased by Factor with recourse
against Client. The term "Recourse Event" shall include, without limitation, the
following: (i) a breach of any representation or warranty or covenant of this
Agreement by Client; (ii) the existence of any dispute of any kind, regardless
of validity, now or hereafter arising, between Client and an Account Debtor, or
between an Account Debtor and Factor, that is asserted by an Account Debtor as a
basis for refusing to pay all or part of any Accepted Account ("Dispute"); (iii)
the assertion by any Account Debtor, or by a bankruptcy trustee or any other
party which is acting for an Account Debtor. of a claim of loss, counterclaim,
refund, credit, return of goods, return of payment or offset of any kind against
Client or Factor ("Claim'); and (iv) non-payment by the Account Debtor of the
full amount of any Accepted Account 91 days after the purchase of such Accepted
Account by Factor, or, if Factor believes, in Factor's sole judgment. at any
time prior to such 91" day, that the Account Debtor may be unable to pay any
Accepted Account; Client and factor hereby agree that any Accepted Account
covered by clause (iv) is a "defective good'. Upon the occurrence of any event
described in clauses (i), (ii), (iii) or (iv) of the preceding sentence, Client
wilt immediately pay to Factor, on the Accepted Account which is subject to the
Recourse Event, the amount of the Initial Payment on the Accepted Account plus
the Commission and Factor's Fee on the Accepted Account calculated at the time
of Client's payment. If Factor does not receive an immediate payment from
Client, Factor may, in addition to any other tanodics available to Factor under
this Agreement, immediately charge back to Client Any Accepted Account which is
subject to a Recourse Event by taking funds out of the Reserve Account, or
Immediately exercise the remedies described in Section 10. With Factor's
agreement, Client may assign other accounts receivable which are acceptable to
Factor, in substitution for an Accepted Account which is subject to a Recourse
Event.

      (b) Factor may charge the Reserve Account with the amount of any Account
Debtor Repayment (as defined below). An "Account Debtor Repayment" shall refer
to a payment made by Factor to an Account Debtor of Client to reimburse the
Account Debtor for a payment theretofore made by the Account Debtor to the
Factor other than on account of an Accepted Account.

      (e) Client shall notify Factor of any Recourse Event immediately.

      (d) Factor may settle any Dispute or Claim directly with Account Debtor;
such settlement does not relieve Client of final responsibility (or payment of
any such Accepted Account.



4. RESERVE ACCOUNT.

      (a) Factor shall create and maintain at all times a reserve account
("Reserve Account") for all Accepted Accounts equal to the difference between
the aggregate face amounts and the aggregate Initial Payments on all Accepted
Accounts. Factor may, in addition to any other remedies available to Factor
under this Agreement, charge back to Client by taking funds out of the Reserve
Account, any amount for which Client may be obligated to Factor at any time;
such amounts Include (i) any amounts which Client is obligated to pay Factor
pursuant to the recourse provisions of Section 3, (ii) any damages suffered by
Factor as a result of Client's breach of any provision of Section 5 hereof,
(iii) any amount charged back to Client pursuant to Section 10 hereof, (iv) any
other offsets or adjustments to any Accepted Account, and (v) reasonable
attorneys fees and disbursements related to any of the foregoing. If Factor
receives payment on an Accepted Account from Account Debtor subsequent to the
Accepted Account being charged against the Reserve Account pursuant to the
preceding sentence, factor will credit the Reserve Account by the amount of such
payment

      (b) The Reserve Account shall be calculated and maintained on a regular
basis, and any funds which are credited by Factor to Client's Reserve Account as
a result of collected invoices for Client, less alt funds charged back to Client
pursuant to this Section 4 ("Excess Reserve") shall be paid to Client weekly;
provided, however, that Factor shall not be obligated to pay the Excess Reserve
to Client if a Recourse Event or an Event of Default has occurred and is
continuing. If Client shall cease selling Accounts to Factor, Factor shall not
pay the Reserve Account to Client until all Accepted Accounts have been
collected in full or charged against the Reserve Account, and all Commissions
and Factor's Fees and other sums due Factor hereunder have been paid; if the
Reserve Account has a negative balance after such collections, charges and fees,
then Client shall make the applicable payment to Factor.

      (c) Factor may, at Factor's sole option and discretion, return payments
for Client's account to the applicable account debtor, and deduct such items
from the Reserve Account; Client shall then seek such payments from the
applicable account debtor.

5. CLIENT'S REPRESENTATIONS AND WARRANTIES. Client represents and warrants to
Factor that:

      (a) Client is the sole owner and holder of each and every Account and all
related Rights, and, upon Factor's purchase of any Account, Factor shall become
the sole owner and holder of such Account and its related Rights; and each
Account is free and clear of all liens, encumbrances, charges, security
interests, rights to purchase, or other claims of any kind or nature. and none
or such Accounts have been previously sold or assigned to any person or entity;

      (b) There are no financing statements now on file in any public office
governing any property of Client of any kind, real or personal, in which Client
is named in or has signed as the debtor, except the financing statement or
statements filed or to be filed with respect to this Agreement, or those
statements now on file that have been disclosed in writing by Client to Factor.
Client will not execute any financing statement in favor of any other person or
entity, except Factor, during the term of this Agreement;

      (c) The full amount of each Account is due and owing to Client, and each
Account is an accurate statement of a bons fide sale and delivery by Client and
acceptance by an Account Debtor of merchandise or services. Each Account is due
and payable within 30 days or less, and is not contingent upon the fulfillment
by Client of any further performance of any nature;

      (d) The application ("Application") made by Client in connection with this
Agreement, and the statements made in such Application ere true and correct as
of the time that this Agreement is executed;

      (e) There are no actions, suits, proceedings, attachment proceedings,
orders, or arbitration proceedings, pending or threatened, at law or in equity,
against Client or any affiliate of Client or affecting the Accounts, before any
federal, state, municipal or other governmental court, department, commission,
board, agency or instrumentality. Client will immediately notify Factor if any
matter described in the preceding sentence arises; and

      (f) Client is a corporation duly organized, validly existing and in good
standing under the laws of Nevada. This Agreement and transactions contemplated
hereby have been duly authorized by skit necessary action by Client.



6. AFFIRMATIVE COVENANTS BY CLIENT.

      Client covenants and agrees that, from the date hereof and until
termination of this Agreement and payment in full of all Accepted Accounts to
Factor, Client will:

      (a) Pay alt taxes or fees in rotation to the Accounts and all goods sold
or services rendered which give rise to Accounts;

      (b) Hold in trust for Factor, and immediately notify and turn over to
Factor, any payment on an Accepted Account whenever any such payment comes into
Client's possession, whether such payment is by cash, check (payable to Client,
Factor or both), money order, credit card, debit card or other form of payment.
Client shall also, where such payment is issued to the order of Client,
immediately endorse the payment to the order of Factor. II Client comes into
possession of a check or other payment which consists of payments owing to both
Client and Factor (i.e. the payment covers both Accepted Accounts and Accounts
which were not purchased by Factor or other amounts owing to Client from Account
Debtor), Client shall immediately endorse the check or other payment to Factor
and turn it over to Factor who will then credit Client's portion to Client's
Reserve Account. Client acknowledges that an Event of Default pursuant to
Section 10 shall have occurred, and that Client will become subject to criminal
prosecution and civil actions, if Client does not immediately turn over to
Factor each and every payment on an Accepted Account which comes into Client's
possession. In addition, If Client deposits or otherwise negotiates a cheek or
other payment, or accepts a credit card or debit card payment, which, by the
terms of thin Section 6 (b), should have been turned over to Factor, Client
shall pay Factor a misdirected payment fee equal to 20% of the amount of the
cheep, credit or debit card payment, or other payment,,

      (c) Not factor, sell, transfer, pledge or give a security interest in any
of its Accounts, other accounts receivable or other Collateral to any person or
entity other than Factor;

      (d) Notify Factor immediately if Account Debtor returns to Client any
goods giving rise to an Accepted Account, and deliver such goods to Factor.
Client shall not intermingle such goods with Client's other property. as the
goods are the property of Factor;

      (e) Client shall not change its mailing address, principal place of
business, chief executive office or its legal structure (i.e. from a
proprietorship to a corporation, ate.), or merge with or acquire any other
entity, or be acquired, without Factor's prior written consent;

      (I) Immediately notify factor of (i) any development which would
materially and adversely affect the business, properties or financial condition
of Client or any Account Debtor, the Accounts or the ability of Client to
perform its obligations under this Agreement, and/or (ii) any actual or
potential insolvency of Client or any Account Debtor;

      (g) Give Factor not less than ten days prior written notice of any
bankruptcy filing by Client; and

      (h) Client will provide to Factor monthly accounts receivable and accounts
payable songs and, customer contact information, and proof of payment of payroll
and other taxes, for the term of this Agreement.

7. SECURITY INTEREST AND COLLATERAL

      In order to secure the payment and performance of all obligations of
Client to Factor, whether presently existing or hereafter arising, Client hereby
grants to Factor a security interest in and lien upon all of Client's right.
title and interest in all of Client's assets, which include, without limitation,
(i) all of Client's accounts recivable, returned goods and related Rights,
instruments, inventory, inventory proceeds, documents, contract rights, chattel
paper, general intangibles and the proceeds and insurance proceeds thereof, now
or hereafter owned by Client, or in which Client how or hereafter may have any
rights, wherever located, (ii) the Reserve Account and all payments (if any) due
or to become due to Client from the Reserve Account, and all other sums due from
factors, (iii) all of Client's other properties and assets. which include.
without limitation, equipment, machinery, products, furniture, fixtures, roots,
raw materials, work in process and supplies, and the proceeds thereof, now or
hereafter owned by Client, or in which Client now or hereafter may have any
rights, wherever located, and (iv) the proceeds of any insurance policies
covering any of the foregoing (collectively, the "Collateral"). Client agrees to
comply with all appropriate laws in order to perfect Facto's security interest
in and to the Collateral and to execute and deliver to Factor and/or file UCC-I
Financing Statements and any other financing statement(s) or docuntems that
Factor may require. Scott D. Swendener and Donutd A. Daflape will sign personal
guaranties, which guaranties are acceptable h+ Factor and further secures
Client's obligations hereunder.



8. COLLECTION OF ACCOUNTS.

      Factor shall have the sole and exclusive power and authority to collect
each Account, through legal action or otherwise, and trey, in its sole
discretion, settle, compromise or assign (in whole or in part) any Account, or
otherwise exercise any other right now existing or hereafter arising with
respect to any Account. Without Factor's prior written consent, Client shall not
(a) attempt to collect any Account, (b) attempt to collect other Iron. factored
accounts receivable when Factor has unpaid Accepted Accounts +vn the same
Account Debtor, or (c) violate any of the terms of Exhibit B hereof with respect
to any applicable Account Debtor. Any violation of this Section $ is an Event of
Default hereunder.

9. POWER OF ATTORNEY.

      Client grants to Factor an irrevocable power of attorney authorizing and
permitting Factor, at its option, without notice to Client, to do any or all of
the following:

      (a) Endorse the name of Client on any checks or other form of payment
whatsoever that may come into the possession of Factor regarding Accepted
Accounts, any other accounts or Collateral;

      (h) Pay, settle. compromise, prosecute or defend any Claim, Dispute,
action, or other proceeding relating to Accepted Accounts or Collateral;

      (c) To extend the time of payment of any or all Accepted Accounts and to
make any discounts, offsets, allowances or other adjustments with reference
thereto;

      (d) Execute and file on behalf of Client any financing statement deemed
necessary or appropriate by Factor to protect Factor's interest in and to the
Accepted Accounts or Collateral, or under any provision of this Agreement; and

      (a) To do all things necessary and proper in order to carry out this
Agreement,

      The power of attorney and authority granted to Factor herein is
irrevocable until this Agreement is terminated and all Accepted Accounts have
been paid in full and Client has satisfied in full all other obligations owed to
Factor,

10. DEFAULTS AND REMEDIES

      (a) An event of default ("Event of Default") shall be deemed to have
occurred under this Agreement upon the happening of one or more of the
following:

      (A) Client shall fail to pay as and when due any amount of money owed to
Factor:

      (B) There shall be commenced by or against Client any voluntary or
involuntary cast under the tederal Bankruptcy Code, or any assignment for the
benefit of creditors, or any appointment of a receiver or custodian or trustee
for any of Client's assets;

      (C) Client shaft become insolvent, or Client admits in writing its
inability to pay its debts as they mature;

      (D) A material and adverse change shall have occurred in Client's
financial condition, business or operations, or Factor, in Factor's sole
discretion deems its position insecure or determines that the Collateral has
lost value;

      (E) Client shall have a federal, state or local tax lien filed against any
of its properties, or shall fail to pay any federal, state or local tax when
due, or shall fail to file any federal, state or local tax form as and when due,
or shall have a notice of seizure against it sent out by any federal or state
taxing authority;

      (F) Any check or other payment described in Section 6(b) cones into
Client's possession find Client does not immediately endorse and turn over such
check or payment to Factor;

      (G) A Recourse Event shaill occur;

      (H) Client shall stop selling and assigning new Accounts to Factor, or
Factor shall stop purchasing new Accounts from Client;

      (1) Client violates any provision of Section 8 hereof; or (J) Any event
described in Section 12(h) and/or Section 12(i) asccurs; OF

      (K) An Event of Default under the Execute Agreement shall occur.



      (b) If an Event ut Default occurs, Factor may immediately exercise any and
all of its rights and remedies with respect to Accounts and Collateral under
this Agreement, the Uniform Commercial Code, and applicable law, which rights
and remedies include, without limitation: (A) the right to declare any amount
owed by Client to Factor immediately due and payable; (B) enforcement of the
security interest given hereunder pursuant to the Uniform Commercial Code or any
other law; (C) entering the premises of Client and taking possession of the
Collateral and of the records pertaining to the Accounts and the Collateral; (D)
granting exlenaions, cong romising claims and settling Accounts for leas than
face value, without prior notice to Client, (E) collecting and depositing all of
Client's accounts receivable, and the proceeds thereof, whether such accounts
were purchased by Factor or not, (F) retaining any surplus realized from asset
sales and holding Client liable for any deficiency as provided in the Uniform
Commercial Code; and (0) without limiting Factor's rights pursuant to Sections 3
and 4, to charge back to Client any and all amounts or obligations owed by
Client to Factor by taking funds out of the Reserve Account. Client shall also
pay Factor immediately upon demand for all damages, costs and losses caused to
Factor which are in any way related to an Event of Default and/or Recourse
Event, including. without limitation, all Attorneys fees, court costs,
disbursements, other collection expenses and all other expenses and costs
incurred or paid by Factor to obtain performance or to enforce any covenant or
agreement of Client hereunder In order to satisfy any amount owed by Client to
Factor pursuant to this Agreement, Factor is hereby authorized by Client to
initiate electronic debit or credit entries through the ACH system to each and
every deposit account maintained by Client wherever such accounts are located.

11. TERM

      (a) This Agreement shall become effective on the date hereof and shall
continue in full force and effect for a period of twelve (12) months from the
date hereof and will be automatically renewed for like periods thereafter,
unless terminated by Client as of any anniversary date, by Client giving not
less than sixty (60) days prior written notice to Factor or unless terminated by
Factor at any time. Notwithstanding the foregoing. Client may terminate this
Agreement early at any time by giving Factor not less than sixty (60) days prior
written notice, and Factor may terminate this Agreement early at any time
without notice should any Event of Default or Recourse Event ocean, provided
that in either event, Client will be obligated to pay Factor in full for all
amounts owing to Factor pursuant to this Agreement and for an additional early
termination fee equal to the amounts calculated pursuant to the second paragraph
of Section 2 for each and every remaining month of the term, After termination
of this Agreement and/or termination of Factor's lien on the Collateral, Client
shall remain fully responsible to Factor for any and all representations,
warranties and covenants contained herein, and for any asserted claims and/or
payment demands described in Section 12(h) and/or Section 12(i) no matter when
such demands arise.

      (b) This Agreement and all covenants, agreements, representations and
warranties made herein, shall survive the purchase by Factor of the Accounts
hereunder, and shall continue in full force and effect after termination of this
Agreement. Once this Agreement has been terminated and (i) Factor has received
payment in full for all Accepted Accounts and all other amounts owing to Factor
pursuant to this Agreement, (ii) Client has mat all obligations to Factor
hereunder as of such time, and (iii) Client executes and delivers a written
release to Factor, in a form provided by and acceptable to Factor, releasing
Factor from all liabilities hereunder, then Factor shall promptly temNnate
Pactor's lion on the Collateral.

12. MISCELLANEOUS

      (a) Client shall pay Factor $10.00 for each wire transfer made by Factor
to Client, $7.$0 for each wire transfer made by Client or any Account Debtor to
Factor, $20.00 for each Fedtat, $2.00 for each cashier's check, $5.22 for each
certified piece of mail, standard postage rates for the mailing of invoices,
$28.00 for each Dun & Bradstreet report, all amounts billed to Factor by
Factor's lawyers in matters related to the Client, and all costs related to
Factor's ongoing UCC and tax lien searches on Client; provided, however that if
Factor's cost for the preceding items increases, Client shall also pay an
additional amount equal to such increase.




      (b) This Agreement and the Exhibits and attachments hereto constitute the
entire agreement between the parties pertaining to the subject matter contained
in it and supersede all prior and contemporaneous agreements, commitments,
negotiations and understandings of the parties. No supplement, modification or
amendment of this Agreement or any part thereof shall be binding unless executed
in writing by both parties. This Agreement may not be assigned by Client without
the prior written consent of Factor. This Agreement may be assigned by Factor
without notice to or the consent of Client.

      (c) All rights, remedies and powers granted to Factor in this Agreement,
or in any other instrument or document given by Client to Factor, are cumulative
and may be exercised singularly or concurrently with such other rights as Factor
may have. No waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute, a waiver of any other provisions, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver,

      (d) Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

      (e) Client shall hold Factor harmless against any Customer ill wilt
arising from (i) Factor's verification or collection of, or attempts to collect,
any Account, and/or (ii) any other actions of Factor pursuant to this Agreement,
Factor may owe attempts to collect any Accepted Account at any time.

      (f) All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed sufficiently given only if
salved personally on the party to whom notice is to be given, or sent by
facsimile (followed by a phone call which confirnn receipt) or mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed as follows:

To Client:
Padova International U.S.A.
1284 Puerta Del Sol, Suite 150
San Clemente, CA 92673
Attn: Scott D. Sweetener

Phone: (949) 498-5990 Fax: (949)498.6122

To Factor:
Benefactor Funding Corp.
249 Clayton St., Sic. 200

Denver, CO 80206 Attn: Randall Carter
Phone; (303) 333-6111 Fax:(303)333-5530

or to such other address as the patty may have specified in a notice duty given
to the other party as provided herein. Such notice or communication will be
deemed to have been given as of the date so delivered or faxed (and conftrrnud)
or three days after the date so mailed.

      (g) This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of Colorado
without regard to principles of conflicts of laws otherwise applicable to such
determinations, Client and Factor agree that any suit, action or proceeding
arising out of the subject matter hereof, or the interpretation, performance or
breach of this Agreement, shall, if Factor so elects, be instituted in any court
sitting in Colorado (the "Acceptable Forums"). Client and Factor agree that the
Acceptable Forums are convenient to it, and each party irrevocably submits to
the jurisdiction of the Acceptable Forums, irrevocably agrees to be bound by any
judgment rendered thereby in connection with this Ag,w.nmut, and waives any and
all objections to jurisdiction or venue that it may have under the laws of
Colorado or otherwise in those courts in any such suit, action or proceeding.
Should such proceeding be initiated in any other forum, Client waives any right
to oppose any motion or application made by Factor as a consequence of such
proceeding having been commenced in a forum other than an Acceptable Forum.

      (h) If an Account Debtor of Client files for or is forced into bankruptcy,
receivership or any other similar protection or status, and there is the
possibility of a preference or other similar action or claim against Factor by a
trustee in bankruptcy, debtor in possession, receiver, custodian err other party
related to payments received by Facto, then a Recourse Event under this



Agreement shall have occurred and, in addition to other rights and remedies
hereunder, then Factor may, at Factor's option, hold or pay over to the trustee
in bankruptcy, debtor in possession, receiver, custodian or other party,
Client's Reserve Account in an amount equal to the total amount of payments
received by Factor for which there is a possibility of such a preference or
other similar action or claim: and if factor elects to hold such amount in the
Reserve Account, Factor may continue to hold such amount until all applicable
statutes of limitation for such preference or other similar actions or claims
have expired. Furthermore, if a trustee in Bankruptcy, debtor in possession,
receiver, custodian or other party demands that any payment received by Factor
be returned and/or given to such party or to a bankruptcy estate, then a
Recourse Event under this Agreement shall have occurred and Client shall owe
Factor any and all amounts demanded by such trustee in bankruptcy, debtor in
possession, receiver, custodian or other party, and Client shall pay such
amounts to Factor i,uu,,.diately upon Factor's demand. Client also agrees to
indemnify Factor and hold Factor harmless from and against any such preference
or other similar action or claim, regardless of whether such action or claim is
brought during the term of this Agreement or after termination of this
Agreement. This Section (h) shall survive the termination of this Agreement and
shall remain in effect for seven years after termination of this Agreement.

      (i) If Factor receives a payment from an Account Debtor and such Account
Debtor demands that the payment be returned, for any reason whatsoever, then a
Recourse Event under this Agreement shall have occurred and Client shall owe
Factor any and all amounts demanded by such Account Debtor, and Client shall pay
such amounts to Factor immediately upon Factor's demand. In addition, Client
agrees to indemnify and hold harmless Factor against any claims asserted by any
person or entity related in any way to the factoring relationship or any payment
made to Factor, whether or not such claims are asserted before or after
termination of this Agreement. This Section (i) shall survive the termination of
this Agreement and shall remain in effect for seven years after termination of
this Agreement.

      (j) Each of Client and Factor hereby (1) waive any right it may have to a
jury trial, or any right to claim or recover in any litigation any special,
exemplary, punitive or consequential damages, or damages other than. or in
addition to, actual damages, plus interest and fees, and (2) acknowledge that it
has been induced to enter into this Agreement and the transactions contemplated
hereby by, among other things, the mutual waivers contained in this subsection
(j).

      IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as
of the day and year float above written.

FACTOR:

BENEFACTOR FUNDING CORP.

By: /s/ signature illegible
    ---------------------------
    Title: President

CLIENT:

PADOVA INTERNATIONAL U.S.A., WHICH SOMETIMES USES THE NAME PADOVA INTERNATIONAL
AND WHICH SOMETIMES USES THE NAME EXECUTE MX RACING AND WHICH SOMETIMES USES THE
DBA PHASE 2 SALES INTERNATIONAL AND WHICH SOMETIMES USES THE DBA EXECUTE SPORTS

ES THE DBA EXECUTE SPORTS

By: /s/ signature illegible
    ---------------------------
    Title: President