8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  May 26, 2011

League Now Holdings Corporation

(Exact name of registrant as specified in its charter)

Florida	333-148987	20-35337265
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5601 W. Spring Parkway

Plano, TX 75021

(Address of principal executive offices) (Zip Code)

(972) 378-6600

 (Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement

On July 1, 2011, League Now Holdings Corporation (the “Company”) entered into an Exchange Agreement (the “Agreement”) with Pure Motion, Inc. (“Pure Motion”), Mario Barton (“Barton”) and the shareholders of Pure Motion (the “Pure Motion Holders”). Pursuant to the Agreement, the Pure Motion Holders have agreed to cancel all common shares of the Company issued as consideration for entering into the Share Exchange Agreement dated October 6, 2010 (the “2010 Exchange”) among the Company, James Pregiato (“Pregiato”), Pure Motion and the Pure Motion Holders. Additionally, the Company has agreed to transfer 95% of the Pure Motion Stock received as consideration in the 2010 Exchange in consideration for Pure Motion entering into a License Agreement (the “License Agreement”) with the Company.

Furthermore, Barton and Pure Motion have agreed to indemnify and release the Company from all amounts of the outstanding legal fees owed by the Company to Burkhalter Kessler Goodman & George LLP (the “Burkhalter Release”). Additionally, Pure Motion and Barton will indemnify and release the Company from all claims of legal fees and all other fees incurred by Pure Motion from the closing date of the 2010 Exchange to the closing date of the Agreement (the “Company Release”).  In addition, Barton has agreed to serve as the Company’s Chief Executive Officer, Chief Financial Officer and as a member of our board of directors for a maximum period of 1 year of the closing date of the Agreement.

License Agreement

As a result of the License Agreement, Pure Motion has granted a license to the Company for the use of its patented motion capturing technology. The licensing agreement is an exclusive license for a period of 12 months for all medical applications for the technology and after 12 months it would become non-exclusive giving Pure Motion the right to utilize the technology for the same purposes.  Pure Motion shall receive 10% of gross revenue for the rights of the license. In addition, Barton shall serve as a consultant to the Company for the duration of the License Agreement and shall be compensated by Pure Motion from any revenue received from the use of the license.

The above description of the Agreement, the Burkhalter Release, the Company Release and the License Agreement  (collectively the “Agreements”) does not purport to be complete and is qualified in its entirety by reference to the Agreements which the Company has filed as exhibits to this Current Report on Form 8-K.

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 26, 2011, Mr. Ryan W. Drutman resigned as President of the Company. Mr. Drutman’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices.

On May 26, 2011, Mr. Brooks Thiele and Mr. Doug Anderson resigned as Directors of the Company. Mr. Thiele’s and Mr. Anderson’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices.

Item 9.01  Financial Statement and Exhibits

(d)  Exhibits

Exhibit No.	Description
2.1	Exchange Agreement by and between the Company, Pure Motion, Mario Barton and the Pure Motion Shareholders,
10.1	Technology License Agreement by and between Pure Motion, Inc. and the Company
10.2	Settlement Agreement by and between Burkhalter Kessler Goodman& George LLP and the Company
10.3	Settlement Agreement by and between the Company, Mario Barton and James Pregiato

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LEAGUE NOW HOLDINGS CORPORATION

Date: July 27, 2011	By:	/s/Mario Barton
		Mario Barton
		Chief Executive Officer

EX-2.1

Exhibit 2.1

EXCHANGE AGREEMENT

This Exchange Agreement (the “Agreement”) dated as of the 1st day of July 2011, by and among League Now Holdings Corporation, a Florida corporation, (the “Company”), Pure Motion, Inc., a Texas corporation, (“Pure Motion”), Mario Barton (“Barton”) and the Pure Motion Shareholders listed on Schedule 1 (the “Pure Motion Holders”).

WITNESSETH:

WHEREAS, the Company holds 100% of the issued and outstanding shares of Pure Motion (the “Pure Motion Shares”);

WHEREAS, the Pure Motion Holders have agreed to cancel all of the League Now Holdings Corporation common shares received pursuant to the Share Exchange Agreement between League Now and Pure Motion (the “League Now Shares”) currently held by the Pure Motion Shareholders, which shares were received by the Pure Motion Holders pursuant to the Share Exchange Agreement between League Now and Pure Motion; and

WHEREAS, the Company shall transfer ninety-five (95%) of the Pure Motion Shares to the Pure Motion Holders and enter into a licensing agreement with Pure Motion as set forth on Exhibit A (the “License Agreement”);

NOW, THEREFORE, for the mutual consideration set out herein, the parties agree as follows:

1.            Exchange of Shares/Interests.

(a)   Transfer of the Pure Motion Shares by the Company. On and subject to the conditions set forth in this Agreement, the Company will transfer to the Pure Motion Holders, the Pure Motion Shares in the amounts set forth after their respective names in Schedule I to this Agreement.

(b)   Closing. The transfer of 95% of the Pure Motion Shares and the execution of the License Agreement will take place at a closing (the “Closing”) on a date as soon as possible after or contemporaneously with the satisfaction or waiver of all of the conditions to closing set forth in Section 6 of this Agreement (the “Closing Date”).

(c)   Share Cancellation. In consideration for the transfer of the Pure Motion shares, on the Closing Date, the Pure Motion Holders will irrevocably cancel all of the League Now Shares.  This will only apply to shares received by the Pure Motion Holders pursuant to the Share Exchange Agreement between League Now and Pure Motion.

1

(d)   Additional Consideration.  On the Closing Date, in addition to the share transfer as contemplated by Sections 1(a) above, the parties will cause the following additional consideration to be delivered:

1)  Barton and Pure Motion indemnify the Company from all amounts of the outstanding legal fees claimed by Burkhalter Kessler Goodman & George LLP (the “Law Firm”) to be owed by the Company for legal services. Additionally, Pure Motion and Barton will obtain for, and provide to the Company, a mutual release of all liability, including a release for all claims of such legal fees and all other fees incurred by Pure Motion from the closing date of the Share Exchange Agreement to the closing date of this Agreement as evidenced in the Mutual Release attached hereto as Exhibit B and such release shall form a binding release by Burkhalter for the Company for any claim or legal services, whether they have been billed to date or have not yet been billed as of the Closing.

2)  The Company will indemnify Pure Motion, Barton and the Pure Motion Holders from all claims now or hereafter arising from any shareholder or creditor of the Company for any claims, including any claims arising out of the original merger, the share exchange or this agreement, with the exception of claims based upon their rights as shareholders and investors in Pure Motion accruing after the Closing.   Additionally, the Company will obtain for, and provide to Pure Motion, the Mutual Release attached hereto as Exhibit C and such release shall form a binding release by the Company for all prior claims.

(e)   Barton Officer, Director and Consultancy.  Barton shall serve as the Company’s Chief Executive Officer and Director for a maximum period of 1 year from the Closing Date at a mutually agreed compensation and shall serve as a Consultant to the Company for the duration of the License Agreement provided for herein in Section 1(f) below and paid by Pure Motion, from their Royalty.

 (f)   License Agreement.   Pure Motion will grant a Licensing Agreement to the Company for the use of its patented motion capturing technology as set forth on Exhibit A. The licensing agreement shall be an exclusive license for a period of 12 months for all medical applications for the technology and after 12 months it would become non-exclusive giving Pure Motion the right to utilize the technology for the same purposes.  Pure Motion shall receive 10% of gross revenue for the rights of the Licensing.

(g)   Pure Motion Assumption of Accounts Payable.  As of the Closing, Pure Motion will assume the accounts payable of League Now that directly relate to Pure Motion. The Company will provide Pure Motion a list of all accounts payable with a balance due and owing, and Pure Motion shall object any writing to any vendor that it considers to be an obligation of League Now, rather than of Pure Motion.  Thereafter, the parties will negotiate in good faith the obligations not mutually agreed upon.

2.              Representations and Warranties of the Company. The Company hereby represents, warrants, covenants and agrees as follows:

2

(a)    Organization and Authority.

(i)   The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida.

(ii)   The Company has full power and authority to carry out the transactions provided for in this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditor’s rights and except that any remedies in the nature of equitable relief are in the discretion of the court.  All necessary action required to be taken by the Company for the consummation of the transactions contemplated by this Agreement has been taken.

(iii)   The execution and performance of this Agreement will not constitute a breach of any agreement, indenture, mortgage, license or other instrument or document to which the Company is a party or by which its assets and properties are bound, and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to the Company or its properties.  The execution and performance of this Agreement will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company.

(iv)   The Pure Motion Shares are validly authorized and issued, fully paid and non-assessable. The issuance of the Pure Motion Shares to the Pure Motion Shareholders are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to an exemption provided by Section 4(2) and Rule 506 promulgated thereunder.

(v)   No consent, approval or agreement of any person, party, court, governmental authority, or entity is required to be obtained by the Company in connection with the execution and performance by the Company of this Agreement or the execution and performance by the Company of any agreements, instruments or other obligations entered into in connection with this Agreement.

(b)   Property.  Except as set forth herein, the Company does not own any real estate and is not a party to any lease agreement.

(c)   Taxes.  The Company has filed all necessary federal, state, county and local income, excise, franchise, property and other tax, governmental and/or related returns, forms, or reports, which are due or required to be filed by it prior to the date hereof, except where the failure to do so would have no material adverse impact on the Company.  The Company is not delinquent or obligated for any tax, penalty, interest, delinquency or charge.

3

(d)   Contracts and Commitments.  Except as contemplated under this Agreement, the Company is not a party to any contract or agreement.

(e)   No Defaults.  The Company is not in violation of its certificate of incorporation or by-laws or any judgment, decree or order, applicable to it.

(f)   Litigation.  There are no material (i.e., claims which, if adversely determined based on the amounts claimed, would exceed five thousand dollars ($5,000) in the aggregate) claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of the Company) pending or, to the Company’s knowledge, threatened against the Company or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.

(g)   Compliance with Laws.  The Company, to its knowledge, is in full compliance with all laws applicable to it (including, without limitation, with respect to zoning, building, wages, hours, hiring, firing, promotion, equal opportunity, pension and other benefit, immigration, nondiscrimination, warranties, advertising or sale of products, trade regulations, anti-trust or control and foreign exchange or, to the Company’s knowledge, environmental, health and safety requirements).

(h)   No Broker.  Neither the Company nor any of its agents or employees has employed or engaged any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.

(i)   Reliance by Shareholders.  The representations and warranties set forth in this Section 2 taken together, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein and therein, when taken together, not misleading, and there is no fact which materially and adversely affects the business, operations or financial condition of the Company.

3.           Closing Deliveries.

(a)  On the Closing Date, the Company shall deliver or cause to be delivered to Barton and Pure Motion:

(i)   fully executed and duly authorized transaction documents, including this Exchange Agreement and all other ancillary documents and resolutions required by the Company;

(ii)   The Pure Motion Shares;

(iii)   The License Agreement

4

(b)  On the Closing Date, the Pure Motion and the Pure Motion Shareholders shall deliver or cause to be delivered to the Company:

(i)   fully executed and duly authorized transaction documents, including this Exchange Agreement and all other ancillary documents and resolutions required by Pure Motion;

(ii)   League Now Shares; and

(iii)   the License Agreement;

4.           Notices.  All notices, requests and other communications to any party hereunder shall be in writing and either delivered personally, tele - copied or sent by certified or registered mail, postage prepaid, or by Federal Express, with a digital copy emailed to the party as follows:

if to the Company:

League Now Holdings Corporation

Attn: James Pregiato

4075 Carambola Circle North

Coconut Creek, Florida 33066

Tel:

Email:  leaguenow@gmail.com

if to Pure Motion and Pure Motion Holders:

Pure Motion, Inc

Attn: Mario Barton

5601 W. Spring Parkway

Plano, TX 75021

Tel:  (602) 432-4620

Email:  laserbus@msn.com

or such other address as such party may hereafter specify for the purpose by notice to the other parties hereto.  All such notices, requests and other communications shall be deemed received on the date that Fed Ex records delivery or delivered personally or by overnight delivery service or telecopied or, if mailed, five business days after the date of mailing if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt

5.              Miscellaneous.

(a)    This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, superseding any and all prior or contemporaneous oral and prior written agreements, understandings and letters of intent. This Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement, states that it is a modification, amendment or waiver and is signed by all parties with respect to a modification or amendment or the party granting the waiver with respect to a waiver. No course of conduct or dealing and no trade custom or usage shall modify any provisions of this Agreement.

5

(b)    This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely within such State without regard to conflicts of law principles.

(c)    This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

(d)    This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document.

(e)    The various representations, warranties, and covenants set forth in this Agreement or in any other writing delivered in connection therewith shall survive the issuance of the Shares.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

6

IN WITNESS WHEREOF, the parties have executed this Exchange Agreement the day and year first above written.

LEAGUE NOW HOLDINGS CORPORATION
By:
	James Pregiato

PURE MOTION, INC.
By:	/s/ Mario Barton
	Mario Barton

7

Schedule I

NAME OF HOLDER	PURE MOTION  SHARES ISSUED
TOTAL

8

EXHIBIT A

LICENSE AGREEMENT

9

EXHIBIT B

 BKGG RELEASE AGREEMENT

10

EXHIBIT C

           LEAGUE NOW RELEASE AGREEMENT

11

EX-10.1

Exhibit 10.1

TECHNOLOGY LICENSE AGREEMENT

This Technology License Agreement (hereinafter referred to as the “Agreement”), is entered into as of the 1st day of July, 2011 by and between Pure Motion, Inc., a Texas corporation (“PURE MOTION”), and League Now, a Florida corporation (“LEAGUE NOW”).  PURE MOTION and LEAGUE NOW are sometimes collectively referred to as the “Parties”, and individually as the “Party”.

RECITALS:

WHEREAS, PURE MOTION is the owner of all rights in and to certain proprietary motion technology more specifically titled The Optimal Motion Instructor or TOMI (“Technology”); and

WHEREAS, LEAGUE NOW desires to acquire from PURE MOTION and PURE MOTION desires to grant to LEAGUE NOW the exclusive right and license to distribute, utilize and sell the Technology on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration for the promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1.           License Grant

1.1           Grant of License.  Subject to the terms of this Agreement, PURE MOTION hereby grants to LEAGUE NOW an exclusive license (“License”) to sell, use, distribute and exploit the Technology, excluding the source code and object code of the Technology, throughout the United States solely within the medical device field for a period of twelve (12) months.  Following the first twelve (12) months of the Agreement, the license shall become non-exclusive and PURE MOTION may exploit the Technology for competing purposes.

1.2           No Right of Assignment or Change in Ownership.  The license granted by PURE MOTION to LEAGUE NOW may not be sold, transferred or assigned by LEAGUE NOW.

1

2.           Royalties.

2.1           Initial License Fee.  In consideration for the License granted it herein, LEAGUE NOW will pay PURE MOTION, in United States currency, an Initial License Fee of One Thousand Dollars ($1000.00).

2.2           Continuing License Fees.  LEAGUE NOW will also pay PURE MOTION, during the continuance of this Agreement, a Continuing License Fee of ten percent (10%) of the “Gross Revenues” from exploitation of the Technology by LEAGUE NOW, which term will mean the gross revenues from exploitation of the Technology by LEAGUE NOW as determined on an accrual basis using generally accepted accounting principles.  LEAGUE NOW, within Sixty (60) days after the end of each quarter, each and every year, will furnish to PURE MOTION written reports pursuant to Section 8, specifying the net profits of sales of the Technology by LEAGUE NOW during the preceding quarter.  LEAGUE NOW's remittance for the full amount of payments due for that quarter will accompany the reports.

2.3           Best Efforts.  LEAGUE NOW shall use its best efforts to promote and market the Technology and to maximize royalty payments to PURE MOTION pursuant to Section 2.  ''Best efforts'' means, with respect to a given goal, the efforts consistent with the practice of comparable technology companies with respect to similar products of comparable market potential that a reasonable person in the position of LEAGUE NOW would use so as to achieve that goal as expeditiously as possible.

4.           Term and Termination.

4.1           Term.  The term of this Agreement will commence upon the date LEAGUE NOW pays the Initial License Fee pursuant to Section 2.1 and will continue for twelve (12) months and automatically renew annually thereafter unless terminated earlier pursuant to the terms of this Agreement.  Notwithstanding the foregoing, this Agreement may be terminated at the sole and exclusive option of PURE MOTION prior to the scheduled expiration date if LEAGUE NOW is in default of this Agreement.  LEAGUE NOW hereby acknowledges that upon the expiration of the first twelve (12) month term, the License will be converted to a nonexclusive license.

4.2           Early Termination.  PURE MOTION may terminate this Agreement at any time following an “Event of Default.”  For purposes of this Agreement, the term “Event of Default” will mean: (a) LEAGUE NOW files a petition or otherwise seeks protection under applicable bankruptcy laws, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or is insolvent; (b) LEAGUE NOW fails to pay in full any amount due pursuant to Section 2; (c) any sale, transfer, or relinquishment, voluntary or involuntary, by operation of law or otherwise of any material interest in the direct or indirect ownership or change in the management of LEAGUE NOW; or (d) LEAGUE NOW materially breaches any term or condition of this Agreement.  Upon termination pursuant to this Section 4.2, the remaining unpaid balance of Continuing License Fees will immediately be due and payable.

2

4.3           Duties upon Termination.  Upon termination or expiration of the term of this Agreement (“Termination”) all of LEAGUE NOW’s rights under the License will terminate.  Upon Termination, LEAGUE NOW agrees to discontinue manufacturing and marketing any Licensed Products and within Thirty (30) days of Termination, provide to PURE MOTION an accounting containing the detail provided in Section 8 of this Agreement and accompanied by a final payment in accordance with the terms of Section 2 above.

5.           Indemnification.

5.1           Indemnification of LEAGUE NOW.  PURE MOTION agrees, at its expense, to defend and indemnify LEAGUE NOW from, and to pay any judgment for, any suit, claim or proceeding against LEAGUE NOW alleging that any portion of the Technology infringes any patents or copyrights of a third party issued in the United States, provided that PURE MOTION is promptly notified in writing of any claim, given all reasonable assistance required, and permitted to direct the defense.  Either Party will have the right to engage separate counsel, at its own expense, to monitor and advise the other Party about the status and progress of the defense.  PURE MOTION will have no liability for settlements or costs incurred without its consent.  For purposes of this Section, LEAGUE NOW waives any conflict of interest which may prohibit PURE MOTION from retaining one law firm to represent both LEAGUE NOW and PURE MOTION in any matter in which indemnification by PURE MOTION is required.

5.2           Indemnification of PURE MOTION.  LEAGUE NOW agrees, at its expense, to defend and indemnify PURE MOTION from, and to pay any judgment for, any suit, claim or proceeding against PURE MOTION alleging injury or damage based on any representation by or on behalf of LEAGUE NOW, any acts or omissions of LEAGUE NOW or any of its respective agents, representatives or employees, or any unauthorized use of the Technology by or on behalf of LEAGUE NOW, provided that LEAGUE NOW is promptly notified of any claim.  Either Party will have the right to engage separate counsel, at its own expense, to monitor and advise the other Party about the status and progress of the defense.  LEAGUE NOW will have no liability for settlements or costs incurred without its consent.

6.           Representations and Warranties of PURE MOTION.  PURE MOTION represents and warrants that it is the lawful owner of the Technology and that it has the power and authority to grant the license to LEAGUE NOW as set forth in this Agreement.

7           Ownership Rights and Confidentiality.

7.1           Ownership Rights.  PURE MOTION owns all title and all proprietary rights, including without limitation, copyrights, patents and trade secrets rights, the Technology, and any derivations thereof in any form free and clear of claims, and subject to the terms of this License.

3

7.2           Obligations to Observe Confidentiality.  Although PURE MOTION will be under no obligation to disclose to LEAGUE NOW any confidential information, to the extent that PURE MOTION discloses to LEAGUE NOW any confidential information, LEAGUE NOW will:

(i)           Observe complete confidentiality with regard to the confidential information and will protect it using at least the same degree of care it uses to protect its own proprietary and confidential information, but in no event less care than a reasonably prudent business person would take in a like or similar situation;

(ii)           Not disclose or permit any third person or entity access to the confidential information without PURE MOTION’s prior written consent; and

(iii)           Ensure that employees of LEAGUE NOW who receive access to any confidential information are advised of the confidential and proprietary nature thereof and of their obligation to maintain its secrecy.

7.3.           Disclosure as Breach.  LEAGUE NOW agrees that any disclosure of confidential or proprietary information relating to the Technology to a third party constitutes a material breach of this Agreement and shall terminate the license granted by this Agreement.

8.           Accounting and Audit Rights.

                                8.1           Written Reports.  Within Sixty (60) days after the end of each calendar quarter, LEAGUE NOW will deliver to PURE MOTION a written accounting certified by an authorized officer of LEAGUE NOW which will set forth the net profits from sales of the Technology for the quarter.  LEAGUE NOW will also cause its independent accountants to provide PURE MOTION with a certificate within One Hundred Twenty (120) days after the end of each calendar year of this Agreement certifying the accuracy of the written reports delivered by LEAGUE NOW to PURE MOTION during the preceding calendar year.

8.2           LEAGUE NOW Books Of Account.  LEAGUE NOW will keep in its principal place of business complete and accurate books of account relating to the revenues generated and profits resulting from the Technology.  In order to assist in verification of the accounting information delivered to PURE MOTION, such books of account will, without limitation, include all information reasonably necessary to determine the amounts owing to PURE MOTION hereunder.

4

8.3           Financial Audit.  Upon Five (5) days prior written notice to LEAGUE NOW, PURE MOTION may audit the books and records of LEAGUE NOW to determine the sufficiency of LEAGUE NOW’s payments hereunder.  Any such audit will take place during normal business hours at LEAGUE NOW’s principal business location and will be conducted in a manner that does not unreasonably disrupt the business operations of LEAGUE NOW.  PURE MOTION will bear the expense of any such audit unless such audit reveals that the amount paid by LEAGUE NOW hereunder with respect to any calendar quarter will be more than four percent (4%) less than the amount that should have been paid by LEAGUE NOW, in which event (i) the cost of such audit will be borne by LEAGUE NOW, and (ii) LEAGUE NOW will immediately pay the deficiency plus a penalty equal to Twenty-five percent (25%) of the deficiency.

9.           Miscellaneous.

9.1           Notices.  All notices or other communications required hereunder will be in writing and delivered first by facsimile followed by regular mail, and will be deemed delivered upon receipt of a telefax confirmation printed by the sender’s telefax machine. All notices will be sent to:

If to the Company:

League Now Holdings Corporation

Attn: James Pregiato

4075 Carambola Circle North

Coconut Creek, Florida 33066

Tel:

Email:  leaguenow@gmail.com

If to Pure Motion and Pure Motion Holders:

Pure Motion, Inc

Attn: Mario Barton

5601 W. Spring Parkway

Plano, TX 75021

Tel:  (602) 432-4620

9.2           Integration.  This Agreement constitutes the entire understanding and agreement between PURE MOTION and LEAGUE NOW with respect to the transactions contemplated herein and supersede any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein.  This Agreement will not be modified, amended or in any way altered except by an agreement in writing signed by authorized representatives of the Party to be bound.

5

9.3           Choice of Law and Forum.  This Agreement will be construed and enforced in accordance with the laws of the State of California.  Any action or proceeding brought by PURE MOTION or LEAGUE NOW against the other arising out of or related to this Agreement will be brought in a State or Federal court of competent jurisdiction located in the County of Orange, State of California, and LEAGUE NOW hereby submits to the in personam jurisdiction of such courts for purposes of any such action or proceeding.

9.4           No Joint Venture.  Nothing contained herein will be deemed to create a joint venture or partnership or agency relationship between PURE MOTION and LEAGUE NOW.  Neither Party will have the right or authority to, and each Party will not, assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party or to bind the other Party in any manner.

9.5           Severability.  If any provision hereof is found invalid or unenforceable pursuant to a judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms.  Without limiting the foregoing, it is expressly understood and agreed that each and every provision of this Agreement which provides for a limitation of liability or damages, disclaimer of warranties, indemnification of a Party or exclusion or limitation of damages or any other remedies is intended by the Parties to be severable and independent of any other provision and to be enforced as such.  Further, it is expressly understood and agreed that if any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages or other remedies set forth herein will remain in effect.  Moreover, where any provision herein has been adjudicated to exceed the maximum force allowable by law, the court will interpret such provision as providing the maximum allowable protection provided by law.

9.6           Attorneys’ Fees.  The prevailing Party in any action or proceeding between PURE MOTION and LEAGUE NOW arising out of or related to this Agreement will be entitled to recover from the other Party all of its costs and expenses including, without limitation, its actual attorneys’ fees and costs incurred in connection with such action, including any appeal of such action.

9.7           Nonwaiver. PURE MOTION and LEAGUE NOW agree that no failure to exercise, and no delay in exercising any right, power, or privilege under this Agreement on the part of either Party shall operate as a waiver of any right, power, or privilege hereunder.  PURE MOTION and LEAGUE NOW further agree that no single or partial of any right, power, or privilege under this Agreement shall preclude further exercise thereof.

6

9.8           Amendments.  PURE MOTION and LEAGUE NOW agree that this Agreement shall be modified only by a written agreement duly executed by persons authorized to execute agreements on their behalf.

9.9           Authority.  Each person executing this Agreement on behalf of a Party has the authority of the entity to execute this Agreement.

9.10           Time Is Of The Essence.  Both Parties agree that time is of the essence with respect to each and every term and provision set forth in this Agreement.

9.11           Recitals Incorporated.  The foregoing recitals are incorporated herein by reference and made a part of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first set forth above.

PURE MOTION, INC.
By:
	Chairman

LEAGUE NOW
By:	/s/

7

EX-10.2

Exhibit 10.2

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is made and entered into as of the 1st day of July 2011, by and between Burkhalter Kessler Goodman & George LLP (“BKGG”), a California limited liability partnership on the one hand and League Now Holdings Corporation (“League ), a Florida corporation on the other hand.  BKGG and League are sometimes referred to herein collectively as the Parties.

RECITALS

WHEREAS, League acquired Pure Motion, Inc. (“Pure Motion”), a Texas corporation; and

WHEREAS, BKGG was retained as counsel for both League and Pure Motion, and provided legal services for both entities; and

WHEREAS, on or about May 27, 2011, BKGG served written demand on League Now to satisfy the balance owed to BKGG by both League and Pure Motion for services rendered in the amount of $145,530.49 (the “Debt”); and

WHEREAS, League and Pure Motion have agreed to enter into an exchange agreement (the “Exchange”) pursuant to which League will transfer 95% of the Pure Motion shares to the Pure Motion shareholders and Pure Motion will grant League a license of certain intellectual property; in addition, BKGG and League will grant mutual releases (i.e., this Agreement), and League and its shareholders and Pure Motion and its shareholders will grant each other mutual releases (the “Pure Release”);

NOW, THEREFORE, in accordance with the terms and conditions hereof, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Conditions Precedent.  This Agreement is expressly conditioned upon: (a) League signing the Exchange; (b) League signing the Pure Release; and (c) League and Pure Motion signing this Agreement.

2.           Mutual Release.

(a) As of the date that all conditions precedent have been satisfied and all parties have executed this Agreement, the Parties hereto for themselves, and for and on behalf of any and all past and present officers, directors, employees, shareholders, representatives and agents (whether acting in their personal and/or official capacities), and any and all affiliates, parents, subsidiaries, divisions, beneficiaries, heirs, successors and assigns, jointly and severally, hereby forever release and discharge each other and any past and present officers, directors, employees, shareholders, representatives and agents (whether acting in their personal and/or official capacities), and any and all affiliates, parents, subsidiaries, divisions, beneficiaries, heirs, successors and assigns of any of the foregoing, from any claims, demands, liabilities, damages, costs and expenses (including but not limited to attorney’s fees), actions and causes of action of whatever kind or nature, whether legal or equitable, contingent or fixed, based upon, arising out of, or in connection with the Debt or any services rendered, or failed to be rendered, by BKGG to League or Pure Motion.

1

(b)  California Civil Code § 1542.  The Parties acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Notwithstanding the provisions of California Civil Code Section 1542, or similar provisions in the laws of other states, it is understood and agreed that this Agreement will include all claims of every nature or kind whatsoever, known or unknown, suspected or unsuspected, arising out of, in connection with, in consequence of, in any way involving, or related to, the dispute and/or the Debt.

3.           Pure Motion Obligations.  Notwithstanding any other agreement or any other provision of this Agreement, Pure Motion shall be solely obligated to pay BKGG the Debt, and any amounts billed by BKGG on behalf of League or Pure Motion subsequent to the incurrence of the Debt.  Pure Motion shall sign this Agreement solely to memorialize its obligations with respect to this Section 3 of this Agreement.

4.           Negotiated Settlement.  This Agreement is the product of negotiations between and among the parties and in the interpretation or enforcement hereof, is to be interpreted in a neutral manner, with no presumption for or against any party being afforded by reason of the fact that a party has drafted or caused to be drafted all or any part of this Agreement.

5.           Counterparts.  This Agreement may be executed in as many separate counterparts as may be deemed necessary or convenient by the parties hereto and each separate counterpart, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same agreement.  This Agreement shall become effective upon the receipt by each party of executed counterparts signed by the other parties hereto.

6.           Survival of Representations.  The parties hereto agree that all terms, agreements, covenants, representations and warranties in this Agreement or in any document delivered pursuant hereto or in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement and the consummation of such transactions.

2

7.           Confidentiality.  The parties hereto agree to keep the terms of this Agreement confidential and not to disclose such terms or information, directly or indirectly, to any third party or entity lacking prior knowledge thereof.  Nothing contained herein, however, shall be deemed to prohibit disclosure of said terms or information:  to the respective directors, officers, employees, attorneys or accountants of any party in this action; when disclosure is required by Court order; in any action to enforce this Agreement; or as otherwise may be required by law.

8.           Applicable Law.  This Agreement shall be governed by the laws of the State of California without regard to conflict or choice of law. This Agreement has been negotiated between the parties and their respective legal counsel, and accordingly this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party.

9.           Severability.  If any provision of this Agreement is found to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by severance from this Agreement, except that if the severed portion was essential to the intended purpose of this Agreement, then the party who was to receive the benefit of the severed portion has the option to void this Agreement.

10.           Non-Waiver.  The failure of any party to exercise any rights in respect of any breach or alleged breach of this Agreement by another party shall not constitute a waiver of said breach or of any provision of this Agreement, and a failure to promptly exercise any right hereunder shall not be deemed as a waiver to exercise such right in the future.

11.           Further Assurances. Each party agrees without further consideration to execute and deliver such other documents and take such other action as may be reasonably requested by any other party to consummate more effectively the purposes or subject matter of this Agreement.

12.           Successors.  No party shall have the right to assign or transfer this Agreement or any rights or obligations herein without the express written consent of the other parties in their sole discretion.

13.           Entire Agreement.  This Agreement, contains the entire understanding of the parties with respect to the subject matter described herein and supersedes all prior negotiations, representations or agreements between the parties relating to the subject matter hereof and may not be altered or amended except in a writing signed and delivered by the parties hereto; provided however, that this Agreement shall not be construed or interpreted to supersede or replace any provision of the Dealer Agreement.  All parties shall bear their own attorneys’ fees and costs incurred in connection with this Agreement or related in any way to the Protest.

3

14.           Attorney’s Fees and Costs.  In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its attorney’s fees and costs, in addition to such other and further damages or other relief as it may be entitled.

IN WITNESS WHEREOF, the parties have signed, or have caused their respective authorized officers or designated persons to execute and deliver, this Agreement as of the day and year first above written.

BKGG
Burkhalter Kessler Goodman & George LLP
By:	Alton G. Burkhalter,
	A Professional Law Corporation

By:
	Alton G. Burkhalter
	Its: President

LEAGUE
League Now Holdings Corporation
By:	/s/ Mario Barton
	Mario Barton
	Its:  Chief Executive Officer

By:	/s/
	James Pregiato
	Its:  Majority shareholder

4

EX-10.3

Exhibit 10.3

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) is made and entered into as of the 1st day of July 2011, by and between League Now Holdings Corporation (“League Now”), a Florida corporation, Pure Motion, Inc. (“Pure Motion”), a Texas corporation, Mario Barton (“Barton”), an individual, and James Pregiato (“Pregiato”), an individual.  League Now, Pure Motion, Barton and Pregiato are sometimes referred to herein collectively as the Parties.

RECITALS

WHEREAS, Pregiato is the majority shareholder of League Now; and

WHEREAS, League Now acquired Pure Motion, Inc. (“Pure Motion”), a Texas corporation; and

WHEREAS, Barton is the largest shareholder of Pure Motion; and

WHEREAS, League Now and Pure Motion have agreed to enter into an exchange agreement (the “Exchange”) pursuant to which League Now will transfer 95% of the Pure Motion shares to the Pure Motion shareholders and Pure Motion will grant League Now a license of certain intellectual property; in addition, a law firm known as BKGG and League Now will grant mutual releases (the “BKGG Release”), and League Now and its shareholders and Pure Motion and its shareholders will grant each other mutual releases (i.e., this Agreement);

NOW, THEREFORE, in accordance with the terms and conditions hereof, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Conditions Precedent.  This Agreement is expressly conditioned upon: (a) League Now signing the Exchange; (b) League Now signing the BKGG Release; and (c) League Now and Pregiato signing this Agreement.

2.           Mutual Release

(a) As of the date this Agreement is fully executed, the Parties hereto for themselves, and for and on behalf of any and all past and present officers, directors, employees, shareholders, representatives and agents (whether acting in their personal and/or official capacities), and any and all affiliates, parents, subsidiaries, divisions, beneficiaries, heirs, successors and assigns, jointly and severally, hereby forever release and discharge each other and any past and present officers, directors, employees, shareholders, representatives and agents (whether acting in their personal and/or official capacities), and any and all affiliates, parents, subsidiaries, divisions, beneficiaries, heirs, successors and assigns of any of the foregoing, from any claims, demands, liabilities, damages, costs and expenses (including but not limited to attorney’s fees), actions and causes of action of whatever kind or nature, whether legal or equitable, contingent or fixed, including but not limited to any and all claims based upon, arising out of, or in connection with the League Now’s acquisition of Pure Motion shares, any dispute arising out of nonpayment by Pure Motion of amounts due pursuant to the original acquisition agreement, provided, however, that disputes arising from any and all fees incurred by Pure Motion on behalf of League Now, from the date League Now acquired Pure Motion to the closing date of this Agreement shall not be released by this Agreement.

1

(b)  California Civil Code § 1542.  The Parties acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Notwithstanding the provisions of California Civil Code Section 1542, or similar provisions in the laws of other states, it is understood and agreed that this Agreement will include all claims of every nature or kind whatsoever, known or unknown, suspected or unsuspected, arising out of, in connection with, in consequence of, in any way involving, or related to, the any dispute.

3.           Pure Motion Duty to Defend And Indemnify.  Notwithstanding any provision of this Agreement, Pure Motion and Barton agree to defend and indemnify League Now from and against any claims by Burkhalter Kessler Goodman & George LLP for unpaid fees or costs in connection with legal services rendered on behalf of League Now and fees incurred by Pure Motion prior to as well as from the date of acquisition by League Now to the closing date of this Agreement.

4.           Negotiated Settlement.  This Agreement is the product of negotiations between and among the Parties and in the interpretation or enforcement hereof, is to be interpreted in a neutral manner, with no presumption for or against any party being afforded by reason of the fact that a party has drafted or caused to be drafted all or any part of this Agreement.

5.           Counterparts.  This Agreement may be executed in as many separate counterparts as may be deemed necessary or convenient by the parties hereto and each separate counterpart, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same agreement.  This Agreement shall become effective upon the receipt by each party of executed counterparts signed by the other parties hereto.

6.           Survival of Representations.  The parties hereto agree that all terms, agreements, covenants, representations and warranties in this Agreement or in any document delivered pursuant hereto or in connection with the transactions contemplated hereby shall survive the execution and delivery of this Agreement and the consummation of such transactions.

2

7.           Confidentiality.  The parties hereto agree to keep the terms of this Agreement confidential and not to disclose such terms or information, directly or indirectly, to any third party or entity lacking prior knowledge thereof.  Nothing contained herein, however, shall be deemed to prohibit disclosure of said terms or information:  to the respective directors, officers, employees, attorneys or accountants of any party in this action; when disclosure is required by Court order; in any action to enforce this Agreement; or as otherwise may be required by law.

8.           Applicable Law.  This Agreement shall be governed by the laws of the State of California without regard to conflict or choice of law. This Agreement has been negotiated between the parties and their respective legal counsel, and accordingly this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party.

9.           Severability.  If any provision of this Agreement is found to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by severance from this Agreement, except that if the severed portion was essential to the intended purpose of this Agreement, then the party who was to receive the benefit of the severed portion has the option to void this Agreement.

10.           Non-Waiver.  The failure of any party to exercise any rights in respect of any breach or alleged breach of this Agreement by another party shall not constitute a waiver of said breach or of any provision of this Agreement, and a failure to promptly exercise any right hereunder shall not be deemed as a waiver to exercise such right in the future.

11.           Further Assurances. Each party agrees without further consideration to execute and deliver such other documents and take such other action as may be reasonably requested by any other party to consummate more effectively the purposes or subject matter of this Agreement.

12.           Successors.  No party shall have the right to assign or transfer this Agreement or any rights or obligations herein without the express written consent of the other parties in their sole discretion.

13.           Entire Agreement.  This Agreement, contains the entire understanding of the parties with respect to the subject matter described herein and supersedes all prior negotiations, representations or agreements between the parties relating to the subject matter hereof and may not be altered or amended except in a writing signed and delivered by the parties hereto; provided however, that this Agreement shall not be construed or interpreted to supersede or replace any provision of the Dealer Agreement.  All parties shall bear their own attorneys’ fees and costs incurred in connection with this Agreement or related in any way to the Protest.

3

14.           Attorney’s Fees and Costs.  In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to an award of its attorney’s fees and costs, in addition to such other and further damages or other relief as it may be entitled.

[Signatures Appear On The Following Page]

4

IN WITNESS WHEREOF, the parties have signed, or have caused their respective authorized officers or designated persons to execute and deliver, this Agreement as of the day and year first above written.

LEAGUE NOW
League Now Holdings Corporation
By:	/s/ Mario Barton
	Mario Barton
	Its:  Chief Executive Officer

PREGIATO
By:
	James Pregiato

PURE MOTION
Pure Motion, Inc.
By:	/s/ Mario Barton
	Mario Barton
	Its:  Chief Executive Officer

BARTON
By:	/s/ Mario Barton
	Mario Barton
	Title

5