Sample Business Contracts

Consulting Agreement - Paragon Sports Group Inc. and Piotr Nowak/Pinosport

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                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT (the "Agreement") is made this 1st day of
June, 2001 (the "Effective Date"), by and between Paragon Sports Group, Inc.
("Paragon") and Piotr Nowak/Pinosport ("Consultant").

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto hereby agree as follows:

         1.       Nature of Relationship. Consultant shall be appointed as a
                  Paragon representative in Poland, Russia, Ukraine, Hungary,
                  Czech Republic, Bulgaria, and other countries in Eastern
                  Europe (the "Territory"). As a Paragon representative,
                  Consultant shall have the following duties and

                  a.       To introduce soccer players represented by Paragon to
                           clubs in the Territory.
                  b.       To procure Paragon's appointment as a representative
                           of soccer clubs and associations within the Territory
                           and to procure players for such clubs and
                  c.       To procure players within the Territory to be
                           represented by Paragon and to sign Paragon's standard
                           representation agreement ("SRA"), a copy of which is
                           attached hereto as Exhibit A.
                  d.       To promote and market Paragon generally with the

         2.       Compensation and Expenses.

                  In consideration of Consultant carrying out the above duties
                  and responsibilities to the best of its abilities, Consultant
                  shall be paid a commission equal to fifty percent (50%) of all
                  sums received by Paragon for its benefit arising out of any
                  matters conducted by Consultant on Paragon's behalf in the
                  Territory. Each party shall be responsible for its own
                  expenses and disbursements. Paragon will keep Consultant
                  advised of all matters conducted with respect to players,
                  clubs, and associations introduced by Consultant. Any
                  commission due Consultant hereunder shall be paid by Paragon
                  within 30 days of Paragon's receipt of the income on which the
                  commission is due.

         3.       Term. This Agreement may be terminated by either party upon
                  one month's notice in writing. In the event of termination,
                  Paragon shall continue to represent any player, club, or
                  association introduced to it by Consultant under the terms of
                  the then-current SRA or other applicable representation
                  agreement, and Consultant shall continue to receive all
                  commissions due it under any such SRA or agreement pursuant to
                  the terms hereof.


         4.       Exclusivity. During the Term, Consultant will not introduce
                  any player, club, or association from the Territory to any
                  party other than Paragon, nor will Consultant represent any
                  competitor of Paragon with the Territory.

         5.       General Terms.

                  a.       Consultant shall forward all duly-executed SRA's and
                           other applicable representation agreements to Paragon
                           within five (5) business days of execution by a
                           soccer player, club, or association. Said documents
                           may be sent via facsimile to Paragon followed by the
                           original to be sent to Paragon within five (5) days
                           of facsimile transmission.
                  b.       Consultant will not hold itself out as having the
                           power to bind Paragon, and Paragon shall have sole
                           discretion in deciding whether to enter a
                           relationship with any player, club, or association
                           introduced to it by Consultant. Paragon shall have
                           the sole authority to change or amend any term or
                           condition of an SRA or other representation
                  c.       Consultant shall be an independent contractor, and
                           not an employee of Paragon while acting hereunder.
                  d.       Consultant shall maintain the highest level of
                           professionalism in acting on behalf of Paragon, and
                           it shall not engage in any activity or course of
                           conduct that could tarnish or otherwise damage
                           Paragon's name, business, or reputation in or outside
                           the Territory.
                  e.       Consultant will at all times treat any information
                           provided to or received from Paragon in respect of
                           its clients and business in the strictest confidence
                           and will not, while this Agreement remains in effect
                           and thereafter, disclose the same to any third party
                           (other than to Consultant's own professional advisors
                           or pursuant to an order of any court).
                  f.       This Agreement may not be assigned by the parties
                           without the advance written consent of the other
                           party hereto, except when such assignment is to an
                           entity controlled by the assigning party (e.g., a
                           wholly-owned subsidiary).
                  g.       This Agreement shall be construed and interpreted
                           according to the laws of the State of New York. Any
                           and all disputes, controversies, or claims arising
                           between Paragon and Consultant under this Agreement
                           shall be settled by arbitration in New York City
                           pursuant to the rules and regulations of the
                           International Chamber of Commerce.
                  h.       Any notices required hereunder shall be made to the
                           address for each party set forth below.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

PARAGON SPORTS GROUP, INC.                                CONSULTANT

By:  /s/ Shep Messing                                     By:  /s/ Piotr Nowak
    --------------------------------                           ---------------
     Name:  Shep Messing                                       Name: Piotr Nowak
     Title: President and Chief Executive Officer