COMMERCIAL LEASE


     This  lease  is made between Jason Glenn Ottesor, herein called Lessor, and
Sportan  United  Industries,  Inc.,  herein  called  Lessee.
     Lessee hereby offers to lease from Lessor the premises situated in the City
of  Huntsville, County of Walker, State of Texas, described as 1,100 square feet
of office space and warehouse at 3__0 Old Houston Road, upon the following TERMS
and  CONDITIONS:

     1.     Term  and  Rent.  Lessor  demises the above premises for a term of 1
year, commencing October 1, 1999 and terminating on September 30, 2000 or sooner
as  provided  herein  at  the  annual  rental  of ($) 21,000.00 payable in equal
installments  in  advance on the 15th day of each month for that month's rental,
during  the term of this lease.  All rental payments shall be made to Lessor, at
the  address  specified  above.

     2.     Use.  Lessee  shall use and occupy the premises for storage and sale
of  sport  novelty  items.  The  premises  shall  be  used for no other purpose.
Lessor  represents  that  the  premises  may  lawfully be used for such purpose.

     3.     Care  and  Maintenance  of  Premises.  Lessee  acknowledges that the
premises  are  in  good  order  and  repair,  unless otherwise indicated herein.
Lessee shall, at his own expense and at all times, maintain the premises in good
and  safe  condition,  including  plate  glass,  electrical wiring, plumbing and
heating  installations  and any other system or equipment upon the premises, and
shall  surrender  the  same  at  termination  hereof,  in  as  good condition as
received,  normal  wear  and tear excepted.  Lessee shall be responsible for all
repairs  required,  excepting  the roof, exterior walls, structural foundations,
and.

     4.     Alterations.  Lessee  shall  not without first obtaining the written
consent  of  Lessor, make any alterations, additions, or improvements, in, to or
about  the  premises.

     5.     Ordinance  and  Statutes.  Lessee  shall  comply  with all statutes,
ordinances  and requirements of all municipal, state and federal authorities now
in  force,  or  which  may  hereafter  be  in force, pertaining to the premises,
occasioned  by  or  affecting  the  use  thereof  by  Lessee.

     6.     Assignment  and  Subletting.  Lessee  shall not assign this lease or
sublet  any portion of the premises without prior written consent of the Lessor,
which  shall  not  be  unreasonably withheld.  Any such assignment or subletting
without  consent  shall  be void and, at the option of the Lessor, may terminate
this  lease.

     7.     Utilities.  All  applications  and connections for necessary utility
services  on  the demised premises shall be made in the name of Lessee only, and
Lessee  shall be solely liable for utility charges as they become due, including
those  for  sewer,  water,  gas,  electricity,  and  telephone  services.

     8.     Entry and Inspection.  Lessee shall permit Lessor or Lessor's agents
to  enter  upon  the premises at reasonable time and upon reasonable notice, for
the  purpose  of  inspecting the same, and will permit Lessor at any time within
sixty  (60)  days  prior  to  the  expiration  of  this lease, to place upon the
premises any usual "To Let" or "For Lease" signs, and permit persons desiring to
lease  the  same  to  inspect  the  premises  thereafter.


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     9.     Possession.  If  Lessor  is  unable  to  deliver  possession  of the
premises  at  the commencement hereof, Lessor shall not be liable for any damage
caused  thereby,  nor shall this lease be void or voidable, but Lessee shall not
be liable for any rent until possession is delivered.  Lessee may terminate this
lease  if  possession is not delivered within 15 days of the commencement of the
term  hereof.

     10.     Indemnification  of  Lessor.  Lessor  shall  not  be liable for any
damage  or  injury to Lessee, or any other person, or to any property, occurring
on  the  demised  premises or any part thereof, and Lessee agrees to hold Lessor
harmless  from  any  claim  for  damages,  no  matter  how  caused.

     11.     Insurance.  Lessee,  at his expense, shall maintain plate glass and
public  liability insurance including bodily injury and property damage insuring
Lessee  and  Lessor  with  minimum  coverage  as  follows:
     Lessor  shall provide Lessor with a Certificate of Insurance showing Lessor
as  additional  insured.  The  Certificate  shall  provide for a ten-day written
notice  to  Lessor  in the event of cancellation or material change of coverage.
To  the  maximum  extent  permitted  by insurance policies which may be owned by
Lessor  or  Lessee,  Lessee and Lessor, for the benefit of each other, waive any
and  all  rights  of  subrogation  which  might  otherwise  exist.

     12.     Eminent  Domain.  If the premises or any part thereof or any estate
therein,  or any other part of the building materially affecting Lessee's use of
the premise, shall be taken by eminent domain, this lease shall terminate on the
date  when  title  vests  pursuant to such taking.  The rent, and any additional
rent, shall be apportioned as of the termination date, and any rent paid for any
period beyond that date shall be repaid to Lessee.  Lessee shall not be entitled
to  any  part  of  the award for such taking of any payment in lieu thereof, but
Lessee  may  file  a  claim for any taking of fixtures and improvements owned by
Lessee,  and  for  moving  expenses.

     13.     Destruction  of Premises.  In the event of a partial destruction of
the  premises  during  the  term  hereof, from any cause, Lessor shall forthwith
repair  the  same, provided that such repairs can be made within sixty (60) days
under  existing  governmental laws and regulations, but such partial destruction
shall  not  terminate  this  lease,  except  that  Lessee shall be entitled to a
proportionate  reduction  of  rent while such repairs are being made, based upon
the extent to which the making of such repairs shall interfere with the business
of  Lessee  on  the  premises.  If such repairs cannot be made within said sixty
(60)  days,  Lessor,  at his option, may make the same within a reasonable time,
this  lease  continuing  in  effect  with  the  rent  proportionately  abated as
aforesaid,  and  in  the  event that Lessor shall not elect to make such repairs
which  cannot  be  made  within  (60)  days, this lease may be terminated at the
option  of  either  party.  In  the event that the building in which the demised
premises may be situated is destroyed to an extent of not less than one-third of
the  replacement costs thereof, Lessor may elect to terminate this lease whether
the  demised premises be injured or not.  A total destruction of the building in
which  the  premises  may  be  situated  shall  terminate  this  lease.

     14.     Lessor's Remedies on Default.  If Lessee defaults in the payment of
rent, or any additional rent, or defaults in the performance of any of the other
covenants  or  conditions  hereof, Lessor may give Lessee notice of such default
and if Lessee does not cure any such default within 15 days, after the giving of
such  notice  (of  if  such  other  default  is of such nature that it cannot be
completely  cured  within  such  period, if Lessee does not commence such curing
within such 30 days and thereafter proceed with reasonable diligence and in good
faith  to  cure  such default), then Lessor may terminate this lease or not less


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than  15  days' notice to Lessee.  On the date specified in such notice the term
of  this  lease  shall  terminate,  and Lessee shall then quit and surrender the
premises  to Lessor, but Lessee shall remain liable as hereinafter provided.  If
this  lease  shall  have  been  so  terminated by Lessor, Lessor may at any time
thereafter  resume  possession  of  the  premises by any lawful means and remove
Lessee  or  other  occupants  and their effects.  No failure to enforce any term
shall  be  deemed  a  waiver.

     15.     Security  Deposit.  Lessee shall deposit with Lessor on the signing
of  this  lease  the  sum  of  zero Dollars ($) 0.00 as security deposit for the
performance  of  Lessee's  obligations  under  this  lease,  including  without
limitation,  the  surrender  of  possession  of the premises in Lessor as herein
provided.  If  Lessor  applies  any  part  of the deposit to cure any default of
Lessee,  Lessee  shall  upon demand deposit with Lessor the amount so applied so
that  Lessor shall have the full deposit on hand at all times during the term of
this  lease.

     16.     Tax  Increase.  In  the event there is any increase during any year
of  the  term  of this lease in the City, County or State real estate taxes over
and  above  the  amount of such taxes assessed for the tax year during which the
term  of  this  lease commences, whether because of increased rate or violation,
Lessee  shall  pay to Lessor upon presentation of paid tax bills an amount equal
to 100 % of the increase in taxes upon the land and building in which the leased
premises are situated.  In the event that such taxes are assessed for a tax year
extending  beyond  the  term  of  the  lease,  the obligation of Lessee shall be
proportionate  to  the  portion  of  the  lease  term  included  in  such  year.

     17.     Common  Area  Expenses.  In  the  event  the  demised  premises are
situated  in  a  shopping  center or in a commercial building in which there are
common areas, Lessee agrees to pay his pro rata share of maintenance, taxes, and
insurance  for  the  common  area.

     18.     Attorney's  Fees.  In  case  suit should be brought for recovery of
the  premises,  or  for  any  sum due hereunder, or because of any act which may
arise  out  of  the  possession of the premises, by either party, the prevailing
party  shall  be  entitled to all costs incurred in connection with such action,
including  a  reasonable  attorney's  fee.

     19.     Notices.  Any  notice  which  either  party  may, or is required to
give,  shall  be  given  by  mailing the same, postage prepaid, to Lessee at the
premises,  or  Lessor at the address shown below, or at such other places as may
be  designated  by  the  parties  from  time  to  time.

     20.     Heirs,  Assigns, Successors.  This lease is binding upon and inures
to  the benefit of the heirs, assigns and successors in interest to the parties.

     21.     Option  to  Renew.  Provided  that  Lessee is not in default in the
performance  of  this lease, Lessee shall have the option to renew the lease for
an  additional  term  of  12  months commencing at the expiration of the initial
lease term.  All of the terms and conditions of the lease shall apply during the
renewal  term  except  that  the  monthly  rent shall be the sum of $2,500.  The
option  shall  be  exercised  by written notice given to Lessor not less than 30
days  prior to the expiration of the initial lease term.  If notice is not given
in  the  manner  provided  herein  within  the time specified, this option shall
expire.

     22.     Subordination.  This  lease  is  and  shall  be subordinated to all
existing  and  future  liens  and  encumbrances  against  the  property.


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     23.     Entire  Agreement.  The  foregoing constitutes the entire agreement
between  the  parties  and  may  be  modified  only  by a writing signed by both
parties.  The  following  Exhibits,  if any, have been made a part of this lease
before  the  parties'  execution  hereof:

     Signed  this  1st  day  of  October,  1999.

Sportan  United  Industries,  Inc.

By                                            By
--------------------------------              --------------------------------
Lessee                                        Lessor


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