PROFESSIONAL WRESTLING ALLIANCE CORP
SEPARATION AGREEMENT AND MUTUAL RELEASE
<DOCUMENT>
<TYPE>EX-10
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<FILENAME>0002.txt
<DESCRIPTION>SEPARATION AGREEMENT AND MUTUAL RELEASE
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                                    EXHIBIT A

                     SEPARATION AGREEMENT AND MUTUAL RELEASE

This  Separation  Agreement and Mutual Release  ("Agreement")  is made effective
this  27th day of  July,  2000 by,  between  and  among  the  following  parties
(collectively called "the parties"):  Barry Vichnick,  an individual resident of
California  ("Vichnick");  Allen Nelson,  an  individual  resident of California
("NelsonA");  Gary Andersen, an individual resident of California  ("Andersen");
Alan Walker, an individual resident of California ("Walker");  Vaughn Nelson, an
individual  resident of Utah ("NelsonV");  The Professional  Wrestling Alliance,
Inc.,  a  Nevada  Corporation  ("Nevada  Corporation");  Professional  Wrestling
Alliance  Corporation,  a Delaware  corporation  ("Delaware  Corporation");  and
Hudson  Consulting  Group,  Inc., a corporation  with principal  offices in Utah
("Hudson"); with respect to the following:

                                    RECITALS

     WHEREAS,  Vichnick,  NelsonA,  Andersen,  Walker & NelsonV desire to resign
their  positions as officers and directors of the Delaware  Corporation;  and to
separate their  interests in the Nevada  Corporation  from those of the Delaware
Corporation;  and  to  obtain  a  release  of  all  claims  which  the  Delaware
Corporation, its stockholders or Hudson or any other individuals may ever assert
against Vichnick, NelsonA, Andersen, Walker & NelsonV or the Nevada Corporation;
and to give the  Delaware  Corporation  and Hudson a release of all claims which
Vichnick, NelsonA, Andersen, Walker & NelsonV or the Nevada Corporation may ever
assert  against  them;  all with  the  intent  of  allowing  Vichnick,  NelsonA,
Andersen,  Walker & NelsonV  and the Nevada  Corporation  to  continue to pursue
their  business  plans  without  further  interference,   control  or  financial
remuneration by and to the Delaware Corporation and any other shareholders.

     WHEREAS, the Nevada Corporation desires to separate itself and its business
operations and financial interests from the Delaware Corporation;  and to obtain
a release of all claims which the Delaware Corporation or Hudson may ever assert
against the Nevada Corporation;  and to give the Delaware Corporation and Hudson
a release of all claims  which the Nevada  Corporation  may ever assert  against
them;  all with the intent of  allowing  the Nevada  Corporation  to continue to
pursue its business plans (including but not limited to the "Rock and Wrestling"
business plans) without further interference,  control or financial remuneration
by and to the Delaware Corporation and its shareholders.

     WHEREAS,  the  Delaware  Corporation  desires  to  separate  itself and its
business operations and financial interests from the Nevada Corporation;  and to
obtain a  release  of all  claims  which the  Nevada  Corporation  or  Vichnick,
NelsonA,  Andersen, Walker & NelsonV may ever assert against it; and to give the
Nevada Corporation and Vichnick,  NelsonA,  Andersen, Walker & NelsonV a release
of all claims  which it may ever  assert  against  them;  all with the intent of
finding a different  business or assets to acquire which will increase the value
to its shareholders.

     WHEREAS,  Hudson desires to have the Delaware  Corporation  separate itself
and its business operations and financial interests from the Nevada Corporation;
and to obtain a release of all claims which the Nevada  Corporation or Vichnick,
NelsonA,  Andersen, Walker & NelsonV may ever assert against Hudson; and to give
the Nevada  Corporation  and  Vichnick,  NelsonA,  Andersen,  Walker & NelsonV a
release of all claims which Hudson may ever assert  against  them;  all with the
intent  of  increasing   the  value  of  its  share  holdings  in  the  Delaware
Corporation,  and with the further  intent  that there shall never be  financial
expectations by Hudson, the Delaware  Corporation,  or its shareholders from any
"Rock and Wrestling"  events and that Hudson and the Delaware  Corporation shall
never use the name Rock &  Wrestling  to assist and  increase  their  profits or
share prices.

                                  Page 5 of 16


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                                    AGREEMENT

     NOW,  THEREFORE,  in consideration  of the mutual  promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is  expressly  acknowledged  by all  parties,  the
parties hereby agree as follows:

1.   Purchase and Sale of Vichnick's Stock

     Upon the terms and conditions  contained  herein,  Vichnick agrees to sell,
and the Delaware  Corporation  agrees to buy, Eleven Million Seven Hundred Fifty
Thousand  (11,750,000)  shares of the common stock of the  Delaware  Corporation
(hereafter, "Vichnick's Delaware Shares"); in exchange, the Delaware Corporation
will return to Vichnick all of his shares in the Nevada Corporation  (hereafter,
"Vichnick's  Nevada  Shares"),  representing  30% of the total  ownership of the
Nevada Corporation, which price all of the parties agree is fair and reasonable.

2.   Purchase and Sale of NelsonA's Stock.

     Upon the terms and conditions contained herein, NelsonA agrees to sell, and
the Delaware  Corporation  agrees to buy, an  additional  Eleven  Million  Seven
Hundred Fifty Thousand  (11,750,000)  shares of the common stock of the Delaware
Corporation (hereafter,  "NelsonA's Delaware Shares"); in exchange, the Delaware
Corporation  will return to NelsonA all of his shares in the Nevada  Corporation
(hereafter,  "NelsonA's Nevada Shares"), representing 25% of the total ownership
of the Nevada  Corporation,  which  price all of the  parties  agree is fair and
reasonable.

3.   Delivery of Stock and Stock Powers by Vichnick and NelsonA.

     On the same day as the execution of this  Agreement  ("Closing"),  Vichnick
and NelsonA each agree that they shall deliver  Vichnick's  Delaware  Shares and
NelsonA's  Delaware  Shares  (including  but  not  limited  to all  certificates
representing  ownership of the shares), as well as signed stock powers for those
shares,  to the Delaware  Corporation  at the  following  address:  268 West 400
South, Suite 300, Salt Lake City, Utah 8410, Attn:  BonnieJean C. Tippetts.  Due
to the fact that certificates were never created to represent  Vichnick's Nevada
Shares and  NelsonA's  Nevada  Shares,  Vichnick  and NelsonA  hereby agree that
execution of this Agreement shall  constitute full and complete  delivery of all
ownership in the Nevada Shares to each of them.

4.   Representations  and Warranties of the Delaware  Corporation:  The Delaware
     Corporation represents and warrants that:

     a.   The Delaware  Corporation is acquiring  Vichnick's Delaware Shares and
          NelsonA's  Delaware  Shares  solely  in order  to  cancel  them.  Upon
          execution of this Agreement,  Vichnick's Delaware Shares and NelsonA's
          Delaware Shares will be canceled.

     b.   That the Delaware Corporation  (formerly known as Jutland Enterprises,
          Inc.)  will  make it known  to its  shareholders  that it is,  by this
          agreement,  terminating its relationship  with the Nevada  Corporation
          and with professional wrestling-related activities in general, that it
          is allowing the Nevada  Corporation and Vichnick,  NelsonA,  Andersen,
          Walker &  NelsonV  to keep all  rights to the  Professional  Wrestling
          Alliance name and all business  derived  therefrom;  that the Delaware
          Corporation  will change its name back to Jutland  Enterprises,  Inc.,
          and that

                                  Page 6 of 16


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          Vichnick,   NelsonA,   Andersen,  Walker  &  NelsonV  and  the  Nevada
          Corporation  will not be  required  to deal  with any now or  existing
          shareholders.

     c.   That the Delaware  Corporation will change its name from "Professional
          Wrestling Alliance  Corporation" into some other name as soon as legal
          and lawful  approval of a majority of its  shareholder can be obtained
          in compliance with SEC regulations and applicable law.

     d.   The  Delaware  Corporation  recognizes  that  Vichnick and NelsonA own
          properties  and assets to carry on  business  related to  professional
          wrestling  and a  related,  unlimited  series of "Rock and  Wrestling"
          events,  and  there  shall be no  expectations  for  rewards,  monies,
          credit, or ownership by the Delaware Corporation.

     5.   Representations  and Warranties of Vichnick and NelsonA.  Vichnick and
          NelsonA each represent and warrant on their own behalf that:

          a    Vichnick and NelsonA are each  individual and bona fide residents
               of the State of California.

          b.   Vichnick and NelsonA each have all necessary power, capacity, and
               authority  under  the laws of  California  and  under  all  other
               applicable  provisions  of law to own his  properties  and  other
               assets now owned by him,  to carry on his  business  as it is now
               being  conducted,  and to execute  and  deliver and carry out the
               provisions of this Agreement.

          c.   All necessary action on the part of Vichnick and NelsonA required
               for the lawful  execution and delivery of this  Agreement and the
               delivery  of the  Delaware  Shares has been duly and  effectively
               taken.   Upon   execution  and  delivery,   this  Agreement  will
               constitute  a  valid  and  binding  obligation  of  Vichnick  and
               NelsonA,  enforceable in accordance with its terms, except as the
               enforceability   may  be   limited  by   applicable   bankruptcy,
               insolvency  or  similar  laws and  judicial  decisions  affecting
               creditors' rights generally.

          d.   Vichnick's  Delaware Shares (11,750,000 shares of common stock of
               the  Delaware  Corporation)  equal  all  of the  shares  Vichnick
               currently  holds  in  the  Delaware  Corporation,  and  NelsonA's
               Delaware  Shares  (11,750,000  shares  of  common  stock  of  the
               Delaware  Corporation)  equal all of the shares NelsonA currently
               holds in the Delaware Corporation.

6.   Survival of Representations, Warranties and Covenants. The representations,
     warranties and covenants made by any party in this Agreement  shall survive
     the  purchase  and  sale  of  the  Delaware  Shares  (both  Vichnick's  and
     NelsonA's) and the Nevada Shares (both Vichnick's and NelsonA's).

7.   Transfer Agent  Instructions.  The Delaware  Corporation  will instruct its
     transfer agent to cancel one or more stock  certificates  representing  the
     Delaware  Shares as set forth in Section 1 above,  upon  execution  of this
     Agreement.

8.   Independent Legal & Financial Advice.  All parties to this Agreement hereby
     acknowledge and agree that Hudson is not a law firm or an accounting  firm.
     Hudson employs lawyers and accountants to counsel Hudson on its agreements.
     No party to this  Agreement  (other  than  Hudson)  has or will rely on any
     legal or financial  representation of Hudson.  Each party to this agreement
     (other than  Hudson) has and will  continue to seek  independent  legal and
     financial  advice  regarding  all  material  aspects  of  the  transactions
     contemplated  by this  Agreement,  including  the  review of all  documents
     arising from or relating to this Agreement.

                                  Page 7 of 16


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     Each party to this Agreement recognizes that the attorneys, accountants and
     other  personnel  employed  by Hudson  represent  solely the  interests  of
     Hudson,  and that no representation or warranty has been given to any other
     party by Hudson as to any legal, tax, accounting, financial or other aspect
     of the transactions contemplated by this Agreement.

9.   Remedies.  Each party to this Agreement acknowledges that in the event of a
     breach of this  Agreement by any party,  money damages would be inadequate,
     and  the  non-breaching  party  would  have  no  adequate  remedy  at  law.
     Accordingly,  in the  event of any  controversy  concerning  the  rights or
     obligations  under this  Agreement,  such  rights or  obligations  shall be
     enforceable in a court of equity by a decree of specific performance.  Such
     remedy,  however,  shall be cumulative  and  non-exclusive  and shall be in
     addition to any other remedy to which the parties may be entitled.

10.  Agreement to Allow Cancellation of Stock Certificates.  Vichnick,  NelsonA,
     Andersen,  Walker & NelsonV,  and the Nevada Corporation agree to allow the
     Delaware   Corporation  to  cancel  any  stock  certificates   representing
     ownership of the Delaware Shares.

11.  Agreement to Resign as Officer and Director.  Vichnick,  NelsonA, Andersen,
     Walker &  NelsonV  hereby  agree to sign a  document  (satisfactory  to the
     Delaware Corporation and Hudson), evidencing their resignations as officers
     and  directors  of the  Delaware  Corporation,  within 3  business  days of
     signing this  Agreement.  Such written  document will  represent  unanimous
     written  consent  by the  Board of  Directors,  without a  meeting,  to the
     resignation  of the  aforementioned  persons and shall also manifest  their
     written  consent to the appointment of BonnieJean C. Tippetts as President,
     Secretary,  Treasurer,  and Director of the Delaware  Corporation  and will
     also  consent  to the  appointment  of David  Michael  Wolfson  and  Gisela
     Tippetts as directors of the Delaware Corporation.

12.  General  Release  and  Waiver  By  Vichnick,  NelsonA,  Andersen,  Walker &
     NelsonV.  Vichnick,  NelsonA, Andersen, Walker & NelsonV, each on their own
     behalf,  hereby  manifest by their  signatures  at the end of this document
     that each of them does knowingly and voluntarily  release,  waive, and give
     up any and all claims (civil, criminal, administrative, or other) which any
     one of them, or any  combination  of them, may have against any other party
     to this Agreement. This release applies to all claims and rights, including
     those of which  Vichnick,  NelsonA,  Andersen,  Walker & NelsonV may not be
     aware at this time,  as well as those not  mentioned  specifically  in this
     Release.  This  Release  applies to all claims and rights  arising  from or
     related to anything  which has happened  among the parties in the past,  at
     present, or in the future. Without limiting the generality of the foregoing
     waiver  and  release,   Vichnick,   NelsonA,  Andersen,  Walker  &  NelsonV
     specifically  release any claim  arising from or related to the  following:
     (a) Vichnick's Delaware Shares or NelsonA's Delaware Shares; (b) Vichnick's
     Nevada  Shares  or  NelsonA's  Nevada  Shares;  (c) the  Stock  Acquisition
     Agreement  dated 11/23/99  between  Jutland  Enterprises and (among others)
     Barry  Vichnick  and  Allen  Nelson  (copy  attached  as  Exhibit A to this
     Agreement). This release is all encompassing for all time.

13.  General  Release  and  Waiver  by  the  Nevada   Corporation.   The  Nevada
     Corporation hereby knowingly and voluntarily releases, waives, and gives up
     any and all claims (civil, criminal, administrative, or other) which it may
     have against any other party to this Agreement. This release applies to all
     claims and rights,  including those of which the Nevada Corporation may not
     be aware at this time, as well as those not mentioned  specifically in this
     Release.  This  Release  applies to all claims and rights  arising  from or
     related to anything which has happened  among the parties,  in the past, at
     present, or in the future. Without limiting the generality of the foregoing
     waiver and release, The Nevada Corporation  specifically releases any claim
     arising from or related to the following: (a) Vichnick's Delaware Shares or
     NelsonA's Delaware Shares;

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     (b)  Vichnick's  Nevada Shares or NelsonA's  Nevada  Shares;  (c) the Stock
     Acquisition Agreement dated 11/23/99 between Jutland Enterprises and (among
     others) Barry Vichnick and Allen Nelson (copy attached as Exhibit A to this
     Agreement). This Release is all encompassing for all time.

14.  General  Release  and  Waiver by the  Delaware  Corporation.  The  Delaware
     Corporation hereby knowingly and voluntarily releases, waives, and gives up
     any and all claims (civil, criminal, administrative, or other) which it may
     have against any other party to this Agreement. This release applies to all
     claims and rights,  including  those of which the Delaware  Corporation may
     not be aware at this time, as well as those not mentioned  specifically  in
     this Release. This Release applies to all claims and rights arising from or
     related to anything which has happened  among the parties,  in the past, at
     present, or in the future. Without limiting the generality of the foregoing
     waiver and release,  The  Delaware  Corporation  specifically  releases any
     claim arising from or related to the  following:  (a)  Vichnick's  Delaware
     Shares or  NelsonA's  Delaware  Shares;  (b)  Vichnick's  Nevada  Shares or
     NelsonA's  Delaware  Shares;  (c) the  Stock  Acquisition  Agreement  dated
     11/23/99 between Jutland  Enterprises and (among others) Barry Vichnick and
     Allen Nelson (copy attached as Exhibit A to this  Agreement).  This Release
     is all encompassing for all time.

15.  General  Release  and  Waiver  by  Hudson.   Hudson  hereby  knowingly  and
     voluntarily  releases,  waives,  and  gives up any and all  claims  (civil,
     criminal,  administrative,  or other)  which it may have  against any other
     party to this  Agreement.  This  release  applies to all claims and rights,
     including  those of which Hudson may not be aware at this time,  as well as
     those not mentioned  specifically in this Release.  This Release applies to
     all claims  and  rights  arising  from or  related  to  anything  which has
     happened  among the  parties,  in the past,  at present,  or in the future.
     Without limiting the generality of the foregoing waiver and release, Hudson
     specifically  releases any claim arising from or related to the  following:
     (a) Vichnick's Delaware Shares or NelsonA's Delaware Shares; (b) Vichnick's
     Nevada  Shares or  NelsonA's  Delaware  Shares;  (c) the Stock  Acquisition
     Agreement  dated 11/23/99  between  Jutland  Enterprises and (among others)
     Barry  Vichnick  and  Allen  Nelson  (copy  attached  as  Exhibit A to this
     Agreement). This Release is all encompassing for all time.

16.  Specific Releases and Waivers of Liability. Without in any way limiting the
     generality  of the  foregoing  mutual  release,  the  parties  specifically
     release  and  waive the  following  liabilities,  so as to give  additional
     assurance and clarification to the other parties:

     1.   Hudson agrees to waive and release any claim for  reimbursement of any
          money given so far to the Nevada Corporation.

     2.   The  Delaware  Corporation  agrees to waive and  release any claim for
          reimbursement of any money given so far to the Nevada Corporation.

     3.   Hudson  agrees  to waive  and  release  any  claim  against  Vichnick,
          NelsonA, Andersen, Walker & NelsonV and the Nevada Corporation arising
          from  or  relating  to  Hudson's  $400,000  advisory  agreement  dated
          11/17/99.

     4.   Hudson and the  Delaware  Corporation  agree to waive and release (and
          hold harmless  from) any claim against  Vichnick,  NelsonA,  Andersen,
          Walker & NelsonV and the Nevada  Corporation  arising from or relating
          to the  judgment  entered  against  Jutland  in the case of Cynthia M.
          Maleski, Insurance Commissioner of the Commonwealth of Pennsylvania v.

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          Jutland Enterprises, Inc., Commonwealth Court of Pennsylvania Case No.
          294 M.D.  1994,  and Superior  Court of New Jersey,  Somerset  County,
          Docket No. SOM-L-871-95.

     5.   Hudson and the Delaware Corporation specifically waive and release any
          claim against Vichnick,  NelsonA,  Andersen,  Walker & NelsonV and the
          Nevada  Corporation  for  any  payments,   incomes,  or  disbursements
          whatsoever which arise from or relate to any of the future business or
          products  of  Vichnick,  NelsonA,  Andersen,  Walker & NelsonV  or the
          Nevada Corporation,  including but not limited to any of its "Rock and
          Wrestling" performances.

17.  Miscellaneous.

     A.   Amendment.  This Agreement may not be amended or modified, except only
          by an instrument in writing signed by all parties.

     B.   Entire Agreement. This Agreement contains the entire agreement between
          the parties with respect to the subjects  addressed in this Agreement.
          This Agreement supersedes any and all prior agreements,  arrangements,
          or   understandings   (written  or  oral)  between  the  parties.   No
          understandings,  statements,  promises, or inducements contrary to the
          terms  of  this  Agreement  exist.  No  representations,   warranties,
          covenants, or conditions,  express or implied, other than as set forth
          herein, have been made by any party.

     C.   Waiver.  Any failure of any party to this Agreement to comply with any
          of its obligations,  agreements, or conditions hereunder may be waived
          in writing by the party to whom such  compliance is owed.  The failure
          of any  party  to this  Agreement  to  enforce  at any time any of the
          provisions  of this  Agreement  shall in no way be  construed  to be a
          waiver of any such  provision  or a waiver of the right of such  party
          thereafter to enforce each and every such provision.  No waiver of any
          breach of or non-compliance  with this Agreement shall be held to be a
          waiver of any other or subsequent breach or non-compliance.

     D.   Assignment.  Neither this  Agreement nor any right created by it shall
          be assignable  by any party  without the prior written  consent of all
          other parties to this Agreement.

     E.   Notices.  Any notice or other  communication  required or permitted by
          this  Agreement  must be in writing and shall be deemed to be properly
          given when delivered in person to an officer of the other party;  when
          deposited in the United States mails for  transmittal  by certified or
          registered  mail,  postage  prepaid;  when  deposited  with an express
          delivery  service (such as Federal  Express or Airborne  Express);  or
          when sent by facsimile transmission; provided that the notice or other
          communication is addressed substantially as follows:

          i.   In the case of Vichnick, NelsonA, Andersen, Walker & NelsonV, to:

             Barry Vichnick (or NelsonA, Andersen, Walker, or NelsonV).
             15962 Gault Street
             Van Nuys, California 91406
             Telephone:       (818) 786-7154
             Facsimile:       (818) 787-6375


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          ii   In the case of the Nevada Corporation to:

              The Professional Wrestling Alliance, Inc.
              15962 Gault Street
              Van Nuys, California 91406
              Phone: (818) 786-7154
              Facsimile: (818) 787-6375
              Attention: Barry Vichnick, President

          iii. In the case of the Delaware Corporation to:

              Professional Wrestling Alliance Corporation
              268 West 400 South, Suite 300
              Salt Lake City, Utah 84101
              Phone: (801) 575-8073
              Facsimile: (801) 575-8092
              Attention: BonnieJean C. Tippetts, President

          iv.  In the case of Hudson to:

              Hudson Consulting Group, Inc.
              268 West  400 South, Suite 300
              Salt Lake City, Utah  84101
              Telephone:       (801) 575-8073
              Facsimile:       (801) 575-8092
              Attention: Richard D. Surber, President

          or to such  other  person or  address  designated  in  writing  by the
          relevant party to receive notice.

     F.   Headings and  Captions.  The section and  subsection  headings in this
          Agreement  are inserted for  convenience  only and shall not affect in
          any way the meaning or interpretation of this Agreement.

     G.   Governing Law. The validity,  interpretation,  and performance of this
          Agreement shall be governed by the laws of the State of Utah,  without
          regard to its law on conflict of laws. Any dispute arising out of this
          Agreement  shall be brought in a court of  competent  jurisdiction  in
          Salt Lake County,  Utah. The parties expressly consent to the personal
          jurisdiction  of the  above-identified  courts.  The parties  agree to
          exclude and waive any statute,  law or treaty which allows or requires
          any  dispute to be decided  in another  forum or by rules of  decision
          other than as provided in this Agreement.

     H.   Binding  Effect.  This  Agreement is binding on the parties hereto and
          inures  to  the  benefit  of  the  parties,  their  respective  heirs,
          administrators,   executors,  successors,  and  assigns,  and  is  all
          encompassing for all time.

     I.   Attorney's  Fees.  If any  action at law or in  equity,  including  an
          action for  equitable  relief,  is brought to enforce or interpret the
          provisions of this Agreement,  the prevailing  party shall be entitled
          to recover  reasonable  attorney's  fees, court costs, and other costs
          incurred in proceeding   with  the  action  from  the  other  party.

                                   Page 11 of 16


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          The attorney's fees, court costs, or other costs may be ordered by the
          court in its decision of any action described in this paragraph or may
          be enforced in a separate  action  brought for  determining  attorneys
          fees, court costs, or other costs.  Should either party be represented
          by  in-house  counsel,  all  parties  agree  that  party  may  recover
          attorney's  fees incurred by that in-house  counsel in an amount equal
          to that attorney's  normal fees for similar  matters,  or, should that
          attorney not normally  charge a fee, by the prevailing rate charged by
          attorneys with similar background in that legal community.

     J.   Severability.  In the  event  that  any one or more of the  provisions
          contained  in  this  Agreement  shall  for  any  reason  be held to be
          invalid,  illegal,  or unenforceable in any respect,  such invalidity,
          illegality or un-enforceability  shall not affect any other provisions
          of this Agreement. Instead, this Agreement shall be construed as if it
          never contained any such invalid, illegal or unenforceable provisions.

     K.   Mutual  Cooperation  The parties  shall  cooperate  with each other to
          achieve the purpose of this  Agreement,  and shall  execute such other
          documents  and  take  such  other  actions  as  may  be  necessary  or
          convenient to effect the transactions described herein.

     L.   Counterparts.  A facsimile,  telecopy,  or other  reproduction of this
          Agreement may be executed  simultaneously in two or more counterparts,
          each of which shall be deemed an original,  but all of which  together
          shall constitute one and the same  instrument,  by one or more parties
          hereto.  Such  executed  copy may be delivered by facsimile or similar
          instantaneous  electronic  transmission  device  pursuant to which the
          signature  of or on behalf of such party can be seen.  In this  event,
          such  execution and delivery  shall be considered  valid,  binding and
          effective for all purposes.

     M.   No Third Party  Beneficiary.  Nothing in this Agreement,  expressed or
          implied, is intended to confer upon any person, other than the parties
          hereto and their successors, any rights or remedies under or by reason
          of this  Agreement,  unless this  Agreement  specifically  states such
          intent.

     N.   Time is of the Essence.  Time is of the essence of this  Agreement and
          of each and every provision hereof.






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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

         DATED this 11th day of July, 2000.

                  BARRY VICHNICK

                  By: /s/ Barry Vichnick

                  Barry Vichnick, as an individual

                  ALLEN NELSON

                  By: /s/ Allen Nelson

                  Allen Nelson, as an individual

                  GARY ANDERSEN

                  By: /s/ Gary Andersen

                  Gary Andersen, as an individual

                  ALAN WALKER

                  By: /s/ Alan Walker

                  Alan Walker, as an individual

                  VAUGHN NELSON

                  By: /s/ Vaughn Nelson

                  Vaughn Nelson, as an individual

                  THE PROFESSIONAL WRESTLING ALLIANCE, INC. (a Nevada Corp.)

                  By: /s/ Barry Vichnick

                  Barry Vichnick, President

                  PROFESSIONAL WRESTLING ALLIANCE CORPORATION (a Delaware Corp.)

                  By: /s/ Barry Vichnick

                  Barry Vichnick, Current President

                  HUDSON CONSULTING GROUP, INC.

                  By: /s/ Richard Surber

                  Richard Surber, President

                                   Page 13 of 16


</TEXT>
</DOCUMENT>
