GIANT MOTORSPORTS, INC. AGENCY AGREEMENT

                             GIANT MOTORSPORTS, INC.

                                AGENCY AGREEMENT

                                                               September 9, 2005

HCFP/Brenner Securities LLC
888 Seventh Avenue
New York, New York 10106

Ladies and Gentlemen:

      Giant Motorsports, Inc., a Nevada corporation ("Company") is offering for
sale in a private placement ("Offering") up to an aggregate of $2.5 million
(subject to increase in the mutual discretion of the Company and the Placement
Agent (as hereinafter defined)) of its 10% Series A Convertible Preferred Stock
("Preferred Stock") and common stock purchase warrants ("Warrants") at a
purchase price of $1,000 for one share of Preferred Stock, together with 2,000
Warrants. The conversion price of each share of Preferred Stock is $0.50. Each
Warrant is exercisable for one share of the Company's common stock ("Common
Stock") at an exercise price of $0.50 per share. The Preferred Stock and
Warrants are collectively referred to herein as the "Securities." The Securities
are offered on an "any-or-all best efforts" basis, in accordance with Section
4(2) of the Securities Act of 1933, as amended ("Securities Act"), and
Regulation D ("Reg D") promulgated thereunder, only to "accredited investors,"
as defined in Reg D. The minimum subscription amount is $100,000 (or 100 shares
of Preferred Stock and 200,000 Warrants), but subscriptions for amounts less
than $100,000 may be accepted at the discretion of the Placement Agent and with
the Company's consent.

      Officers, directors and shareholders of the Placement Agent and the
Company and their affiliates may purchase Securities in the Offering.

      The Preferred Stock and Warrants have the respective terms and conditions
contained in the forms of Certificate of Designation ("Certificate of
Designation") and Warrant Certificate and Warrant Agreement comprising a portion
of the Company's Subscription/Registration Rights Agreement to be delivered to
each purchaser of Preferred Stock and Warrants (all of such documents referred
to collectively herein as the "Offering Documents"). The provisions of this
Agreement shall apply to all offers and sales of Securities consummated prior to
the date hereof.

1. Appointment of Placement Agent; The Offering Period.

      1.1 Appointment of Placement Agent. HCFP/Brenner Securities LLC
("Placement Agent") is hereby appointed exclusive Placement Agent of the Company
during the offering period herein specified ("Offering Period") for the purpose
of assisting the Company in placing the Securities with purchasers who are
qualified accredited investors ("Subscribers"). The Placement Agent hereby
accepts such agency and agrees to assist the Company in placing the Securities
with the Subscribers. The Placement Agent's agency hereunder is not terminable
by the Company except upon termination of the Offering, a breach by the
Placement Agent of its material obligations hereunder or as otherwise provided
in Section 7 herein.

<PAGE>

      1.2 Offering Period. The Offering Period shall commence on the date hereof
("Commencement Date") and shall continue until September 30, 2005; provided,
however, that the Offering Period may be extended until October 31, 2005 or such
reasonable later date as mutually agreed to by the Placement Agent and the
Company without notice to any Subscriber (the last day of the Offering Period,
as it may be extended, is referred to as the "Termination Date"). When the
Company has received and accepted a subscription, a closing may be held with
respect to such Preferred Stock and Warrants and the Offering may be continued
and additional closings may be held from time to time until all shares of
Preferred Stock are sold, or the Termination Date, whichever occurs first. The
initial closing ("Initial Closing") and each subsequent closing, if any, are
each hereinafter referred to as a "Closing." The Placement Agent or the Company
may reject any subscription in whole or in part, at any time and for any reason.

      1.3 Purchase Option. At the election of the Placement Agent, the Company
shall issue and sell to the Placement Agent (and/or its designees) at the
Closing, for an aggregate purchase price of $10.00, an option ("Purchase
Option") to purchase 10% of the number of shares of Preferred Stock and/or 10%
of the number of Warrants issued to Subscribers at such Closing.

      1.4 Offering Documents. The Company will provide the Placement Agent with
a sufficient number of copies of the Offering Documents, including the form of
Subscription/Registration Rights Agreement to be executed by each Subscriber in
the Offering, for delivery to potential Subscribers and such other information,
documents and instruments that the Placement Agent deems necessary to act as
Placement Agent hereunder and to comply with the rules, regulations and judicial
and administrative interpretations respecting compliance with applicable state
and federal statutes related to the Offering.

      1.5 Segregation of Funds. Each Subscriber for Preferred Stock and Warrants
shall tender payment for the Preferred Stock and Warrants for which it is
subscribing by tendering cash (by check or wire transfer) in accordance with the
procedures set forth in the Offering Documents. Prior to a closing with respect
to the applicable subscriptions, cash funds shall be held by Blank Rome, LLP, as
escrow agent, in a segregated, non-interest-bearing bank account, as set forth
in the Offering Documents.

      1.6 No Firm Commitment. The Company understands and acknowledges that the
undertaking by the Placement Agent pursuant to this Agreement is not a "firm
commitment" offering and that the Placement Agent is not obligated in any way to
purchase or sell the Securities offered hereby.

      1.7 Participation by Selected Dealers. The Placement Agent may engage
other persons that are members of the National Association of Securities
Dealers, Inc. ("NASD") or registered representatives of such members to assist
the Placement Agent in the Offering (each such person being hereinafter referred
to as a "Selected Dealer") and the Placement Agent may allow such persons such
part of the compensation and payment of expenses payable to the Placement Agent
hereunder as the Placement Agent shall determine.


                                       2
<PAGE>

2. Representations and Warranties of the Company. The Company hereby makes the
following representations and warranties to the Placement Agent and the Selected
Dealers upon the execution of this Agreement and again at the Initial Closing
and each subsequent Closing, qualified only by the information set forth in the
Schedule of Related Information and Exceptions attached hereto as Exhibit A:

      2.1 Due Incorporation and Qualification. The Company has been duly
incorporated, is validly existing and is in good standing under the laws of
Nevada and is duly qualified as a foreign corporation for the transaction of
business and is in good standing in each jurisdiction in which the ownership or
leasing of its properties or the conduct of its business requires such
qualification.

      2.2 Subsidiaries. The Company does not presently own an interest in any
corporation, association, or other business entity, other than as set forth in
the Schedule of Related Information and Exceptions. The Company is not a party
to any joint venture, partnership, or similar arrangement, other than as set
forth in the Schedule of Related Information and Exceptions. The Company owns
all of the issued and outstanding shares of common stock of all subsidiaries set
forth in the Schedule of Related Information and Exceptions and the Company
holds good and marketable title to such shares free and clear of all liens,
claims, charges, pledges, security interests, encumbrances and any and all
rights and claims of third parties whatsoever.

      2.3 Authorized Capital; Outstanding Securities. As of the date hereof, the
Company's capitalization, consisting of its authorized, issued and outstanding
shares of Common Stock, Preferred Stock and convertible securities (including
all options and warrants), is as described in the Company's most recent SEC
Filings (as hereinafter defined) and the Schedule of Related Information and
Exceptions. Except as set forth in the Company's most recent SEC Filings, the
Company does not have outstanding any option, warrant, convertible security, or
other right permitting or requiring it to issue, or otherwise to purchase or
convert any obligation into, shares of Common Stock or other securities of the
Company and the Company has not agreed to issue or sell any shares of Common
Stock or other securities of the Company. As of the Initial Closing and any
subsequent Closing, there will be no securities of the Company outstanding other
than as set forth in the most recent SEC Filings, except for (i) the securities
issued in the Offering and (ii) additional Common Stock issued upon conversion
or exercise of currently outstanding options and warrants. All of the issued and
outstanding securities of the Company have been duly and validly authorized and
issued and are fully paid and non-assessable. None of the holders of such
outstanding securities is subject to personal liability solely by reason of
being such a holder. The offers and sales of all securities of the Company made
after January 16, 2004, and, to the Company's knowledge, such sales made from
the date three years prior to the date of this Agreement through January 16,
2004, were at all relevant times either registered under the Securities Act and
the applicable state securities or Blue Sky laws, or exempt from such
registration. At the time of the Initial Closing and any subsequent Closing, the
Company will have reserved for issuance a sufficient number of shares of Common
Stock to be issued upon conversion on the Preferred Stock and upon exercise of
the Warrants. As used herein "SEC Filings" shall mean all filings made by the
Company with the Securities and Exchange Commission (the "Commission").

      2.4 Registration Rights. Except as set forth in the Schedule of Related
Information and Exceptions, no holder of any of the Company's securities has any
"piggyback" or demand registration rights with respect to which the Company has
not already registered such securities and no party has any right to have any
securities owned by such party included on the registration statement which the
Company covenants to file with the Commission to register the securities sold
hereunder ("Offering Registration Statement").


                                       3
<PAGE>

      2.5 Financial Statements. The financial statements of the Company,
including the notes thereto, included in the SEC Filings ("Financials") fairly
present, in all material respects, the financial position and results of
operations of the Company at the dates thereof and for the periods covered
thereby, subject, in the case of interim periods, to year-end adjustments and
normal recurring accruals and to the extent that such Financials may not include
footnotes. Such Financials have been prepared in conformity with generally
accepted accounting principles, consistently applied throughout the periods
involved except as may otherwise be stated therein and except that the notes in
the interim financial statements may be abbreviated and do not contain all of
the information in the notes to the audited financial statements. The Company
has no liabilities or obligations, contingent, direct, indirect or otherwise
except (i) as set forth in the latest balance sheet ("June 30, 2005 Balance
Sheet") included in the Financials or the footnotes thereto (the date of such
balance sheet being referred to as the "Balance Sheet Date") and (ii) those
incurred in the ordinary course of business since the Balance Sheet Date. Except
as may be disclosed in the Financials, there are no amounts due to any officers,
directors or 5% or greater stockholders of the Company, or to any of their
respective affiliates, other than salary and other compensation and expense
reimbursements.

      2.6 No Material Adverse Changes. Except as set forth in the SEC Filings,
since the date of the June 30, 2005 Balance Sheet, there has not been any
material adverse change in the condition, financial or otherwise, of the
Company.

      2.7 Taxes. The Company has filed all federal tax returns and all state and
municipal and local tax returns (whether relating to income, sales, franchise,
withholding, real or personal property or other types of taxes) required to be
filed under the laws of the United States and applicable states, and has paid in
full all taxes that have become due pursuant to such returns or claimed to be
due by any taxing authority. As used herein, "tax" or "taxes" include all taxes,
charges, fees, levies or other assessments imposed by any Federal, state, local,
or foreign taxing authority, including, without limitation, income, premium,
recapture, credit, excise, property, sales, use, occupation, service, service
use, leasing, leasing use, value added, transfer, payroll, employment, license,
stamp, franchise or similar taxes (including any interest earned thereon or
penalties or additions attributable thereto).

      2.8 Finder's Fees; Other Broker/Dealers. The Company is not obligated to
pay a finder's fee to anyone in connection with the introduction of the Company
to the Placement Agent or the consummation of the Offering contemplated
hereunder.

      2.9 No Pending Actions. Except as set forth in the Schedule of Related
Information and Exceptions, there is no action, suit, proceeding, claim or
investigation pending or currently threatened against the Company and/or its
subsidiaries which questions the validity of the Transaction Documents (as
defined in Section 2.11 hereof) or the right of the Company and/or its
subsidiaries to enter into any of them, or to consummate the transactions
contemplated hereby or thereby, or which would reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect (defined
below) or cause any change in the current equity ownership of the Company and/or
its subsidiaries, nor is the Company and/or its subsidiaries aware that there is
any basis for the foregoing. The foregoing includes, without limitation,
actions, pending or threatened (or any basis therefor known to the Company
and/or its subsidiaries), involving the prior employment of any of the Company's
and/or its subsidiaries' employees, their use in connection with the Company's
and/or its subsidiaries' business of any information or techniques allegedly
proprietary to any of their former employers, or their obligations under any
agreements with prior employers. The Company and/or its subsidiaries are not a
party or subject to the provisions of any order, writ, injunction, judgment, or
decree of any court or government agency or instrumentality. ("Material Adverse
Effect" shall mean a material adverse effect on the business, operations,
assets, financial condition, or prospects of the Company and its subsidiaries
taken as a whole.)


                                       4
<PAGE>

      2.10 Private Offering Exemption; Offering Documents. The Offering
Documents and SEC Filings taken as a whole do not contain any untrue statement
of fact or omit to state a fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading. Assuming that (i) a proper Form D is filed in
accordance with Rule 503 of Reg D, (ii) the offer and the sale of the Securities
is made in compliance with Rule 502(c) of Reg D and/or Section 4(2) of the
Securities Act, and (iii) the representations of the Subscribers in the
Subscription/Registration Rights Agreements signed by them are true and correct,
the sale of Securities in the Offering is exempt from registration under the
Securities Act and is in compliance with Reg D.

      2.11 Due Authorization. Except as disclosed in the Schedule of Related
Information and Exceptions, all corporate action on the part of the Company, its
officers, directors, and shareholders necessary for the (a) authorization,
execution, and delivery of (i) this Agreement, (ii) the Preferred Stock, (iii)
the Certificate of Designations, (iv) the Warrants, (v) the Purchase Option,
(vi) Warrant Agreement and (vii) Warrant Certificate (all of the foregoing
documents being collectively referred to in this Section 2 as the "Transaction
Documents"), (b) the performance of all obligations of the Company hereunder and
thereunder and (c) the authorization, issuance (or reservation for issuance),
and delivery of the Securities and Purchase Option, has been taken and the
Transaction Documents constitute valid and legally binding obligations of the
Company, enforceable in accordance with their respective terms, except (1) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, fraudulent transfer and other laws of general application
affecting enforcement of creditors' rights generally, (2) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (3) to the extent the indemnification and
contribution provisions contained in the Transaction Documents may be limited by
applicable federal or state laws.

      2.12 Non-Contravention; Consents. The Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other
governmental authority or other person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other than
(a) a Form D in accordance with Reg D and applicable Blue Sky filings, and (b)
such filings with the NASD as may be required with respect to the listing of the
Warrants on the OTC Bulletin Board as contemplated by this Agreement.

      2.13 Valid Issuances. The Securities and Purchase Option when issued and
delivered in accordance with the terms of the Offering Documents and this
Agreement will be duly and validly issued. The shares of Common Stock issuable
upon conversion of and/or as dividends with respect to the Preferred Stock and
upon exercise of the Warrants and Purchase Option have been duly and validly
authorized and, when issued and delivered in accordance with the terms of this
Agreement, the Certificate of Designation and the Warrants and the Warrant
Agreement, will be duly and validly issued, fully paid and non-assessable. The
holders of the Securities and Purchase Option will not be subject to personal
liability by reason of being such holders and will not be subject to the
preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company.


                                       5
<PAGE>

      2.14 No Right to Receive or Purchase. Except as set forth in the Offering
Documents, the issuance of the Securities and Purchase Option in the Offering
and the issuance of Common Stock upon conversion of and/or as dividends with
respect to the Preferred Stock and upon exercise of the Warrants and Purchase
Option will not give any holder of any of the Company's outstanding shares of
Common Stock, options, warrants or other convertible securities or rights to
purchase securities of the Company (i) the right to receive or purchase any
additional shares of Common Stock or any other securities of the Company, or
(ii) the right to an anti-dilution adjustment to any outstanding securities of
the Company.

      2.15 No Regulatory Problems. The Company and each of its subsidiaries (i)
has not filed a registration statement that is the subject of any pending
proceeding or examination under Section 8 of the Securities Act, and is not and
has not been the subject of any refusal order or stop order thereunder; (ii) is
not subject to any pending proceeding under Rule 258 of the Securities Act or
any similar rule adopted under Section 3(b) of the Securities Act, or to an
order entered thereunder; (iii) has not been convicted of any felony or
misdemeanor in connection with the purchase or sale of any security or involving
the making of any false filing with the Commission; (iv) is not subject to any
order, judgment, or decree of any court of competent jurisdiction temporarily or
preliminarily restraining or enjoining, or any order, judgment, or decree of any
court of competent jurisdiction permanently restraining or enjoining, the
Company and/or its subsidiaries from engaging in or continuing any conduct or
practice in connection with the purchase or sale of any security or involving
the making of any false filing with the Commission; and (v) is not subject to a
United States Postal Service false representation order entered under Section
3005 of Title 39, United States Code or a temporary restraining order or
preliminary injunction entered under Section 3007 of Title 39, United States
Code, with respect to conduct alleged to have violated Section 3005 of Title 39,
United States Code. None of the Company's and/or its subsidiaries' current or
former directors or executive officers (i) has been convicted of any felony or
misdemeanor in connection with the purchase or sale of any security, involving
the making of a false filing with the Commission, or arising out of the conduct
of the business of an underwriter, broker, dealer, municipal securities dealer,
or investment advisor; (ii) is subject to any order, judgment or decree of any
court of competent jurisdiction temporarily or preliminarily enjoining or
restraining, or is subject to any order, judgment or decree of any court of
competent jurisdiction permanently enjoining or restraining, such person from
engaging in or continuing any conduct or practice in connection with the
purchase or sale of any security, or involving the making of a false filing with
the Commission, or arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, or investment adviser; (iii) is
subject to an order of the Commission entered pursuant to Section 15(b), 15B(a)
or 15B(c) of the Exchange Act, or is subject to an order of the Commission
entered pursuant to Section 203(e) or (f) of the Investment Advisers Act of
1940; (iv) is suspended or expelled from membership in, or suspended or barred
from association with a member of, an exchange registered as a national
securities exchange pursuant to Section 6 of the Exchange Act, an association
registered as a national securities association under Section 15A of the
Exchange Act, or a Canadian securities exchange or association for any act or
omission to act constituting conduct inconsistent with just and equitable
principles of trade; or (v) is subject to a United States Postal Service false
representation order entered under Section 3005 of Title 39, United States Code,
or is subject to a restraining order or preliminary injunction entered under
Section 3007 of Title 39, United States Code, with respect to conduct alleged to
have violated Section 3005 of Title 39, United States Code.


                                       6
<PAGE>

      2.16 Material Contracts; No Defaults. The Company has filed with the
Commission all contracts, agreements, instruments, indentures, mortgages, loans,
leases, licenses, arrangements or undertakings of any nature, of the Company
and/or its subsidiaries that are required to be filed with the Commission
(collectively, "Contracts"). The Company and each of its subsidiaries is not a
party to any other Contracts that are required to be filed with the Commission.
Each of the Contracts is in full force and effect, the Company and/or its
subsidiaries have performed in all respects all of its obligations thereunder
and is not in default thereunder, and no party to a Contract has made a claim to
the effect that the Company and/or its subsidiaries have failed to perform any
obligations thereunder. There is no plan, intention, or indication of any
contracting party to a Contract to cause termination, cancellation or
modification of such Contract or to reduce or otherwise change its activity
thereunder so as to adversely affect in any material respect the benefits
derived or expected to be derived therefrom by the Company and/or its
subsidiaries. No event or state of facts exist that with notice or the passage
of time or both could cause the Company and/or its subsidiaries to be in default
under any Contract. Neither the Company nor any of its subsidiaries are in
violation of any term or provision of (i) its Certificate of Incorporation or
Bylaws or (ii) any Permit, or applicable Law.

      2.17 Conduct of Business; Compliance with Law. The Company and each of its
subsidiaries have all requisite corporate power and authority, and has all
necessary Permits, to own or lease its respective properties and conduct its
respective business as described in the SEC Filings. The Company and each of its
subsidiaries have been operating their respective businesses in compliance with
all such Permits. The disclosures in the SEC Filings concerning the effects of
federal, state and local regulation on the Company's and its subsidiaries
business as currently conducted and contemplated are correct in all respects and
do not omit to state a material fact. The Company and its subsidiaries are in
compliance with all Laws.

      2.18 Outstanding Indebtedness; Liens; Title to Property; Insurance. Except
as set forth in the Financial Statements or in the Schedule of Related
Information and Exceptions, the Company and each of its subsidiaries have no
outstanding indebtedness. Except as set forth in the SEC Filings or in the
Schedule of Related Information and Exceptions, none of the assets of the
Company and/or its subsidiaries are subject to any liens, encumbrances or
mortgages or similar interests, except for those which occur in the ordinary
course of business and do not materially impair the Company's and/or its
subsidiaries' ownership or use of such assets. The Company and/or its
subsidiaries have good and marketable title to, or valid and enforceable
leasehold estates in, all items of real and personal property (tangible and
intangible) owned or leased by them, free and clear of all liens, encumbrances,
claims, security interests, defects and restrictions of any material nature
whatsoever, except as reflected in the Financials. The Company and/or its
subsidiaries have adequately insured their respective properties against loss or
damage by fire or other casualty and maintain such insurance in adequate
amounts.


                                       7
<PAGE>

       2.19 Intangibles. The Company and/or its subsidiaries have title and
ownership of, or has otherwise acquired rights with respect to, all patents,
trademarks, service marks, trade names, copyrights, trade secrets, information,
inventions, proprietary rights, and processes necessary for their business as
now conducted without any conflict with or infringement of the rights of others.
Except as set forth in the Schedule of Related Information and Exceptions, the
Company and/or its subsidiaries have not violated, received any communications
alleging that the Company and/or its subsidiaries have violated or, by
conducting its business would violate any of the patents, trademarks, service
marks, trade names, copyrights, or trade secrets, or other proprietary rights of
any other person or entity. None of the Company's and/or its subsidiaries'
employees, officers, or consultants are obligated under any contract (including
licenses, covenants, or commitments of any nature) or other agreement, or
subject to any judgment, decree, or order of any court or administrative agency,
that would interfere with the use of such employee's, officer's, or consultant's
efforts to promote the interests of the Company and/or its subsidiaries or that
would conflict with the Company's and/or its subsidiaries' business as
conducted. Neither the execution nor delivery of the Transaction Documents, nor
the carrying on of the Company's and/or its subsidiaries' business by the
employees of the Company and/or its subsidiaries, nor the conduct of the
Company's and/or its subsidiaries' business, will conflict with or result in a
breach of the terms, conditions, or provisions of, or constitute a default
under, any contract, covenant, or instrument under which any of such employees,
officers or consultants are now obligated. The Company and/or its subsidiaries
own, license or possess the licenses or rights to use all trademarks, service
marks, service names, trade names, patents, patent applications, and copyrights
used and to be used by the Company and/or its subsidiaries in their business
(collectively, "Intangibles"). The Company and/or its subsidiaries have in place
all confidentiality agreements with its employees, consultants and third parties
as are necessary to protect the Company's and/or its subsidiaries' Intangibles.
The Company and/or its subsidiaries own the Intangibles free and clear of all
liens, security interests or other encumbrances.

      2.20 Employee Matters.

                  (a) The Company and/or its subsidiaries currently enjoy
satisfactory employer-employee relationships with their employees and is in
compliance with all federal, state and local laws and regulations respecting the
employment of their employees and employment practices, terms and conditions of
employment and wages and hours relating thereto. There are no pending
investigations involving the Company and/or its subsidiaries by any government,
Department of Labor or any other governmental agency responsible for the
enforcement of employment laws and regulations. There is no unfair labor
practice charge or complaint against the Company and/or its subsidiaries pending
before a Labor Relations Board or any strike, picketing, boycott, dispute,
slowdown or stoppage pending or threatened against or involving the Company
and/or its subsidiaries or any predecessor entity and none has ever occurred. No
questions concerning representation exist respecting the employees of the
Company and/or its subsidiaries and no collective bargaining agreement or
modification thereof is currently being negotiated by the Company and/or its
subsidiaries. No grievance or arbitration proceeding is pending under any
expired or existing collective bargaining agreements of the Company and/or its
subsidiaries, if any. The Company and/or its subsidiaries is not liable for any
severance