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                        Standard Representation Agreement

This agreement is made on this 20th day of December 2001 by and between Piotr
Nowak ("Player") and Paragon Sports Group, Inc. / PSG ("Agent").

Player and Agent agree as follows:

1.       Representation

         Player hereby retains PSG to act as player's sole and exclusive
representative for the next twenty-four (24) months to represent, advise and
counsel Player in all contracts entered into with professional football/soccer
clubs throughout the world and in all business affairs related to Player's
status as a professional football/soccer player, including but not limited to
endorsements, and promotional contracts throughout the world.

2.       Compensation for Services

         PSG shall receive a fee of ten percent (10%) of the compensation, which
includes salary and signing bonuses, received by player from any contract
entered into with any professional football/soccer club throughout the world,
and a fee of twenty percent (20%) of the endorsement and promotional
compensation received by Player from any contract throughout the world related
to the Player's status as a professional football/soccer player in which
negotiations, advisement or counseling for such contracts are begun or completed
over the next twenty-four (24) months. All fees are to be paid in full within
the term of this contract.

         All fees shall be earned and due at the time of execution of any
contract entered into by Player. Player shall direct the football/soccer club,
sponsor or other organization who is party to any contract with Player to make
payment of fees directly to PSG at the time of execution of any contract with
Player.

3.       General Terms

         (A) Player shall have final approval of all contractual terms and PSG
cannot enter in to any contract without Player's approval.

         (B) Player hereby warrants that Player is free to enter into this
agreement and that Player is not currently represented by or under contract for
representation with any other party.














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         (C) Player acknowledges that PSG may engage professionals, including
attorneys, accountants and other licensed agents to fulfill certain terms of the
agreement and that PSG may assign the proceeds derived from this agreement in
PSG's sole discretion.

         (D) This agreement shall be construed and interpreted according to
English Law and PSG shall have the right to enforce this agreement in any
country, territory, state or other municipality that PSG exclusively deems
appropriate. Any and all disputes, controversies, or claims arising between
Player and PSG under this agreement shall be settled by arbitration in the City
of London pursuant to the laws of the International Chamber of Commerce.

         (E) This agreement may be executed via facsimile and in counterpart,
and a copy of the executed agreement shall serve as an original.


         Agreed to:





         Player:  /s/ Piotr Nowak   Shep Messing: /s/ Shep Messing
                  ---------------                 ----------------------------
                                                  Chairman & CEO
                                                  Paragon Sports Group, Inc.

























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