EXHIBIT "10.6" AGREEMENT Lane S. Clissold ("Clissold"), Steven D. Moulton ("Moulton") and DRACO HOLDING CORPORATION, a Nevada corporation ("DRACO") hereby agree as follows: 1. Purchase of Stock. Clissold and Moulton hereby agree to convert the full...

                          EXHIBIT "10.6"

                            AGREEMENT

      Lane X. Xxxxxxxx ("Xxxxxxxx"), Xxxxxx X. Xxxxxxx ("Xxxxxxx") and DRACO
HOLDING CORPORATION, a Nevada corporation ("DRACO") hereby agree as follows:

      1.  Purchase of Stock.  Clissold and Xxxxxxx hereby agree to convert the
full principal amount of all of their existing loans to DRACO, and all accrued
interest thereon, to 10,000,000 shares of common stock of DRACO.  The shares
shall be issued as follows:  5,000,000 shares to Lane X. Xxxxxxxx and
5,000,000 shares to Xxxxxx X. Xxxxxxx.  As of November 18, 2003, the principal
amount of the loans totaled $20,000 and the accrued interest totaled
approximately $825.

      2.  Representations, Warranties and Covenants of Clissold and Xxxxxxx.
Xxxxxxxx and Xxxxxxx hereby represent, warrant and covenant to DRACO the
following:

          (a)  Clissold and Xxxxxxx have such knowledge and experience in
      financial and business matters that they are capable of evaluating the
      merits and risks of this investment. Clissold and Xxxxxxx have worked as
      key employees and as officers and directors of DRACO, and they are
      completely familiar with the business, financial condition and business
      plans of DRACO.

          (b)  The Shares are being acquired solely for Clissold's and
      Moulton's own accounts, for investment only, and are not being purchased
      with a view to the resale, distribution, subdivision or
fractionalization thereof.

          (c)  Clissold and Xxxxxxx understand that the Shares have not been
      registered under the U.S. Securities Act of 1933, as amended, (the
      "Act"), or any state securities laws, in reliance upon exemptions from
      securities registration for certain private transactions.  Clissold and
      Xxxxxxx understand and agree that none of the Shares may be resold or
      otherwise disposed of by them unless the Shares are subsequently
      registered under the Act and under appropriate state securities laws, or
      unless sold pursuant to applicable exemptions from registration.

          (d)  Clissold and Xxxxxxx are each 18 years of age or older, and are
      authorized to enter into this Agreement.

          (e)  Clissold and Xxxxxxx are familiar with the financial condition
      of DRACO and understand the merits and risks of making an investment in
      the Shares.

      DATED this 18th day of November, 2003.


                                        DRACO HOLDING CORPORATION


                                        By  /s/ Lane X. Xxxxxxxx
                                           -------------------------------
                                           Its President
                                               ---------------------------



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                                            /s/ Lane X. Xxxxxxxx
                                           --------------------------------
                                           Lane X. Xxxxxxxx, an Individual


                                            /s/ Xxxxx X. Xxxxxxx
                                           --------------------------------
                                           Xxxxxx X. Xxxxxxx, an Individual



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