EXHIBIT 4.2


                          STOCK SUBSCRIPTION AGREEMENT

         This Stock Subscription  Agreement (the "Agreement") is entered into as
of October 1, 2002 by and between  American Sports  Development  Group,  Inc., a
Delaware corporation with its principal place of business in South Carolina (the
"Company") and Yvonne Hines,  an individual  resident in the State of California
("Buyer").

         WHEREAS,  the Buyer wishes to purchase 680,000 shares (the "Shares") of
the Company's common stock, par value $.001 per share (the "Common Stock") to be
newly  issued by the  Company to the Buyer and the  Company  wishes to issue and
sell the Shares to Buyer,  all in  accordance  with the terms and  provisions of
this Agreement;

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  set forth
herein and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

         1. SALE OF SHARES; PURCHASE PRICE. Effective as of the date hereof, the
Company  hereby sells the Shares to Buyer and Buyer hereby  purchases the Shares
from the Company for a cash  purchase  price of $0.25 per Share for an aggregate
purchase price of $170,000 (the "Purchase Price").

         2. BUYER'  REPRESENTATIONS  AND  WARRANTIES.  In order  to  induce  the
Company  to issue  and  sell  the  Shares  to Buyer, Buyer hereby represents and
warrants to the Company as follows:

                   2.1 PURCHASE FOR  INVESTMENT.  Buyer is acquiring  the Shares
          pursuant to this Agreement for her own account for investment purposes
          and not with a view to or intention of  distribution  or resale except
          as described in Paragraph 2.2 and  Paragraph 3 herein,  and Buyer will
          not dispose of any of the Shares in  contravention  of the  Securities
          Act of 1933, as amended (the "Securities Act") or any applicable state
          securities laws.

                   2.2 SALE AND PURCHASE NOT REGISTERED. Buyer is aware that she
          is acquiring the Shares from the Company in a transaction that has not
          been registered under the Securities Act or pursuant to the securities
          laws and  regulations  of any State,  and that as a  consequence,  the
          Shares are "restricted  securities" as defined in Rule 144 promulgated
          under the  Securities  Act ("Rule  144") and may be resold only to the
          extent  permitted by Rule 144 or any  subsequent  registration  of the
          securities  via a  registration  statement per Paragraph 3 herein,  or
          pursuant to a transaction  that is registered under the Securities Act
          and applicable state securities laws and regulations, or pursuant to a
          transaction that is exempt from such registration.

                   2.3  ACCREDITED  INVESTOR.  Buyer is an  accredited  investor
          as that term is  defined  under Rule  144.  Buyer is familiar with the
          provisions of  Rule 144 and  understands the definition of "accredited
          investor."


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                   2.4 ACCESS TO  INFORMATION.  Buyer has had an  opportunity to
          ask  questions  and  receive  answers  concerning  the  Shares and the
          business  and  financial  condition  of the  Company  and has had full
          access  to (A) such  information  concerning  the  Company  as she has
          requested and (B) such other information that Buyer deems necessary or
          desirable  to make an  informed  investment  decisions  regarding  the
          purchase of the Shares.

                   2.5 ABLE TO BEAR  ECONOMIC  RISK.  Buyer is able to  bear the
          economic risk of her investment in the Shares for an indefinite period
          of time and can afford a total loss of her investment in the Shares.

                   2.6 BINDING OBLIGATION. This Agreement constitutes the legal,
          valid and  binding  obligation  of the  Buyer, enforceable against her
          in accordance with its terms.

          3.  "PIGGY-BACK"  REGISTRATION  RIGHTS.  Except as otherwise  provided
herein,  whenever the Company  proposes to register any of its securities  under
the Securities Act of 1933, as amended (the  "Securities  Act"), at any time but
no later than November 12, 2002, the  registration  form to be used shall be one
which may be used for the  registration  of  resales  by Buyer of the  Shares (a
"Piggyback   Registration").   The  Company  will   include  in  the   Piggyback
Registration,  at no cost of any kind to Buyer,  all of the Buyer's Shares.  The
Company  shall act with due  diligence in the  preparation  of the  registration
statement  and the provision of all  necessary  follow-up  responses to the SEC,
with  a  view  toward  expeditious   completion  of  the  registration  process.
Notwithstanding  the forgoing,  the Company may file Registration  Statements on
Form S-8 with respect to the  registration of securities  issued or to be issued
to any employee, director, officer, consultant or advisor of the Company without
registering the resale by Buyer of the Shares as provided herein.

          4.  AMENDMENT;  BINDING  EFFECT;  WAIVER.  This Agreement shall not be
modified or amended  except by means of a writing  signed by each party  hereto.
This  Agreement  shall be binding upon the parties  hereto and their  respective
heirs,  executors,  administrators,  successors,  and permitted  transferees and
assigns.  Any  waiver of a right  under the terms of this  Agreement  must be in
writing and signed by the waiving party.

          5. SEVERABILITY.  Each provision of this Agreement shall be considered
separable,  and if for  any  reason  any  provision  or  provisions  herein  are
determined to be invalid or contrary to existing or future law, such  invalidity
shall not impair the  operation of this  Agreement  or affect those  portions of
this Agreement which are valid.

          6. COMPLETE AGREEMENT.  This Agreement contains the complete agreement
among the  parties  relating  to the  subject  matter  hereof and  controls  and
supersedes any prior  understandings,  agreements or representations by or among
the parties,  written or oral, which conflicts with, or may have related to, the
subject matter hereof in any way.

          7.  APPLICABLE  LAW;  FORUM;  INDEMNIFICATION;  ATTORNEY'S  FEES. This
Agreement  shall be  interpreted,  according  to the laws of the  State of South
Carolina,  without  giving  effect to any  provision of South  Carolina law that

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would  cause  the  laws  of any  other  jurisdiction,  except  for  non-waivable
provisions of U.S. federal law, to apply. Buyer hereby  irrevocably  consents to
the  non-exclusive  jurisdiction of any court of the State of South Carolina and
any U.S.  federal  court sitting in Greenville  County,  South  Carolina for the
adjudication of any dispute relating to the subject matter of this Agreement and
waives any claims and the right to make any motions of forum non  conveniens  or
the like that would  change the forum or venue of any  dispute  relating  to the
subject matter of this Agreement from any such court.

          8. HEADINGS;  CONSTRUCTION.  The headings  contained in this Agreement
are  for  convenience  of  reference  only  and  are not  intended  to have  any
substantive  significance  in interpreting  this  Agreement.  The parties hereto
hereby  acknowledge  and agree that this Agreement is the result of negotiations
between the parties and that there shall be no presumption that any provision of
this Agreement shall be construed against any party because that party was or is
deemed the drafter of such provision or this Agreement.

          9. COUNTERPARTS; PROOF OF EXECUTION. This Agreement may be executed in
multiple  counterparts,  each bearing the  signatures  of one or more of parties
hereto and each of which shall constitute an original,  but which together shall
constitute a single instrument.  The parties hereto hereby agree that rebuttable
proof of execution of this  Agreement by any party may be made by a copy of this
Agreement bearing the facsimile or other copy of the signature of such party.

          IN WITNESS WHEREOF, the parties hereto have set their signatures below
as of the date first set forth above.

                                             AMERICAN SPORTS DEVELOPMENT
WITNESS:                                     GROUP, INC.:

                                             /s/ William R. Fairbanks
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     [signature]                             By: William R. Fairbanks, President

Name:
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WITNESSES:                                        BUYER:

                                             /s/ Yvonne Hines
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     [signature]                                  Yvonne Hines

Name:
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