[Exhibit 4.2]

                     GIANT MOTORSPORTS, INC.

                     STOCK OPTION AGREEMENT

           OPTION FOR 1,000,000 Shares of Common Stock

      THIS AGREEMENT is made as of this 16th day of August, 2004,
between  GIANT MORTORSPORTS, INC., a Nevada corporation  with  an
address   at  13134  State  Route  62,  Salem  Ohio  44460   (the
"Company"), and RUSSELL A. HAEHN, with an address at 13134  State
Route 62, Salem Ohio 44460 (the "Optionee").


                     W I T N E S S E T H :
                     -------------------

      WHEREAS,  the Optionee as of the date of this Agreement  is
the  Chairman  of the Board and Chief Executive  Officer  of  the
Company; and

     WHEREAS, the Company's Board of Directors has authorized the
issuance  to  the Optionee of an option to purchase  one  million
(1,000,000)  shares of the Company's common  stock,  as  and  for
bonus  compensation  payable to the  Optionee  for  his  services
provided,  on behalf of the Company during fiscal year 2004,  and
to  insure  the  Optionee's continued services on behalf  of  the
Company;

      NOW,  THEREFORE, in consideration of the promises  and  the
mutual  covenants herein contained, the Company and the  Optionee
hereby agree as follows:

      1.    Grant  of Option.  The Company hereby grants  to  the
            ----------------
Optionee,  subject to the terms and conditions herein set  forth,
the right and option (the "Option") to purchase from the Company,
all or any part of an aggregate of one million (1,000,000) shares
of  Common  Stock of the Company, par value $.001 per share  (the
"Option  Stock") at the purchase price of $1.25  per  share  (the
"Exercise  Price"), such Option to be exercisable as  hereinafter
provided, and subject only to adjustment in such number of shares
and price as provided in Paragraph 10 hereafter.

      2.    Term of Option. Unless terminated earlier as provided
            --------------
under  the  terms and conditions of this Agreement,  this  Option
shall  be  exercisable until the close of business on August  15,
2009.

      3.    Period  of Exercise. This Option shall be exercisable
            -------------------
for  all  of  the  shares  of  Option  Stock  included  hereunder
commencing on August 16, 2004.


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     4.    Exercise  of  Option.  This Option is  exercisable  as
           --------------------
follows:

     (a)  Right to Exercise.
          -----------------

          (i)   This  Option  shall  be  exercisable at  any time
during the term of this Agreement.

          (ii)  This Option may not  be exercised  for a fraction
of a share.

          (iii) In  no event may this  Option be exercised  after
the date of expiration of the term of this Option as set forth in
Paragraph 2 above.

     (b)  Method of Exercise. This Option shall be exercisable by
          ------------------
written  Notice (in the form attached as Exhibit A).  The  Notice
must  state  the number of shares of Option Stock for  which  the
Option  is  being  exercised, and such other representations  and
agreements with respect to such shares of Option Stock as may  be
reasonably required by the Company.  The Notice must be signed by
the  Optionee  and shall be delivered in person or  by  certified
mail  to  the  Secretary  of the Company.   The  Notice  must  be
accompanied  by payment of the Exercise Price, including  payment
of  any  applicable  withholding  tax,  unless  payment  is  made
pursuant  to  a  Cashless  Exercise as provided  in  Paragraph  6
hereafter.   This  Option shall be deemed to  be  exercised  upon
receipt by the Company of such written Notice accompanied by  the
Exercise Price and payment of any applicable withholding tax.

          No  shares of Option Stock shall be issued pursuant  to
the  exercise of an Option unless such issuance and such exercise
comply  with  all relevant provisions of law and the requirements
of  any  stock exchange upon which the Common Stock may  then  be
listed.   Assuming such compliance, for income tax  purposes  the
shares  of  Option Stock shall be considered transferred  to  the
Optionee on the date on which the Option is exercised.

     5.   Optionee's Representations.  At the time this Option is
          --------------------------
exercised,   Optionee  shall,  if  required   by   the   Company,
concurrently  with  the exercise of all or any  portion  of  this
Option,  deliver  to  the  Company his investment  representation
statement in the form attached hereto as Exhibit A.

     6.    Method of Payment.  Payment for shares of Option Stock
           -----------------
may  be  made in the form of cash, check, wire transfer,  or  any
combination  thereof.  All requisite original issue  or  transfer
documentary  stamp  taxes  shall be  paid  by  the  Company.   In
addition,  at  the  Optionee's written request  the  Company  may
deliver certificates for the Option Stock for which the Option is
being exercised to a broker for sale on behalf of the Optionee (a
"Cashless  Exercise"), provided that the Optionee has irrevocably
instructed such broker to remit directly to the Company,  on  the
Optionee's behalf, the full amount of the exercise price from the
proceeds  of such sale.  All expenses associated with a  Cashless
Exercise shall be borne by the Optionee.

     7.   Restrictions on Exercise.  If the issuance of shares of
          ------------------------
Option  Stock upon the exercise of this Option, or if the  method
of  payment for such shares would constitute a violation  of  any
applicable   federal  or  state  securities  or  other   law   or
regulation,  then this Option may not be exercised.  The  Company


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may  require Optionee to make any representation and warranty  to
the  Company  as  may  be  required  by  any  applicable  law  or
regulation before allowing the Option to be exercised.

     8.    Non-Transferability of Option.  This Option may not be
           -----------------------------
transferred  in  any manner except by will  or  by  the  laws  of
descent or distribution.  It may be exercised during the lifetime
of  Optionee only by Optionee.  The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.

      9.   Rights as a Stockholder.  The Optionee or a transferee
           -----------------------
of this Option shall have no rights as a stockholder with respect
to  any  shares of Option Stock covered by this Option until  the
date  of  exercise of this Option with respect to the  applicable
Option   Stock.   No  adjustment  shall  be  made  for  dividends
(ordinary or extraordinary, whether in cash, securities or  other
property),  distributions or other rights for  which  the  record
date  is  prior  to  the date such stock certificate  is  issued,
except as provided in Paragraph 10 hereafter.

     10.  Adjustments.  In the event of a reorganization,
          -----------
recapitalization,  stock split,  stock dividend,  combination  of
shares,  merger  or  consolidation, or the sale,  conveyance,  or
other transfer by the Company of all or substantially all  of its
property,  or any  other  change in  the  corporate  structure or
shares of  the Company, pursuant to  any of which events the then
outstanding shares of Common Stock  are split up or  combined, or
are changed  into, become  exchangeable at the holder's  election
for other shares  of stock or any other consideration, or in  the
case of any other transaction described in section 424(a)  of the
Code, the Board of Directors shall change the number  and kind of
shares   (including   by  substitution  of   shares  of   another
corporation)  (i) which may be  issued pursuant to this Option or
(ii) and the exercise price of such  shares in the manner that it
shall deem to be equitable and appropriate.  In the  event of any
merger, consolidation, reorganization or similar  corporate event
in which  shares  of the  common stock  are  to be  exchanged for
payment   of  cash  (the  "Cash  Consideration"),  the  Board  of
Directors  may, in its discretion, (i) make equitable adjustments
as provided above,  or  (ii) cancel  this Option  in exchange for
payment  in  cash,  if  any,  equal  to the  excess of  the  Cash
Consideration for the  shares of Option Stock  over the  Exercise
Price for such shares.

     11.  Registration of Option Stock.   The  Company agrees  to
          ----------------------------
use its best  efforts to  register  the  shares of  Option  Stock
exercisable  by the Optionee hereunder, under the Securities Act,
pursuant to a  Registration  Statement on Form S-8, to the extent
that  such registration is available,  within twelve (12)  months
after the date of grant of this Option.

      12.   Non-Qualified Option.  This Option is a non-qualified
            --------------------
option and is not intended to be an incentive stock option within
the  meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.

      13.   Binding Effect.  Except as herein otherwise expressly
            --------------
provided, this Agreement shall be binding upon and inure  to  the
benefit  of  the  parties  hereto, their  legal  representatives,
successors and assigns.


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     14.   Governing Law; Jurisdiction.  This Agreement  and  the
           ---------------------------
Option  granted hereunder shall be governed by and  construed  in
accordance  with  the  internal laws of the  State  of  New  York
without  regard to the conflicts of laws principles thereof.  The
parties  hereto  hereby  irrevocably  agree  that  any  suit   or
proceeding  arising  directly and/or indirectly  pursuant  to  or
under  this  Agreement, shall be brought solely in a  federal  or
state court located in the City, County and State of New York. By
its execution hereof, the parties hereby covenant and irrevocably
submit  to the in personam jurisdiction of the federal and  state
courts  located  in the City, County and State of  New  York  and
agree that any process in any such action may be served upon  any
of  them personally, or by certified mail or registered mail upon
them or their agent, return receipt requested, with the same full
force  and effect as if personally served upon them in  New  York
City.   The  parties  hereto  waive  any  claim  that  any   such
jurisdiction  is  not a convenient forum for  any  such  suit  or
proceeding  and  any defense or lack of in personam  jurisdiction
with  respect  thereto.  In  the event  of  any  such  action  or
proceeding,  the party prevailing therein shall  be  entitled  to
payment  from  the  other party hereto of its reasonable  counsel
fees and disbursements in an amount judicially determined.

     15.  Notices.  Any notice, consent or communication required
          -------
under  the provisions of this Agreement shall be given in writing
and  sent  or  delivered by hand, overnight courier or  messenger
service,  against a signed receipt or acknowledgment of  receipt,
or  by registered or certified mail, return receipt requested, to
the  parties  at  their respective addresses  set  forth  at  the
beginning of this Agreement with notice to the Company being sent
to the attention of the individual who executed this Agreement on
behalf  of the Company. Either party may, by like notice,  change
the person, address or facsimile number to which notice is to  be
sent.

      16.   Counterparts.   This Agreement  may  be  executed  in
            ------------
counterparts,  each of which shall constitute one  and  the  same
instrument.

      IN  WITNESS  WHEREOF,  the Company and  the  Optionee  have
executed  this  Agreement, as of the day  and  year  first  above
written.


                                   GIANT MOTORSPORTS, INC.



                              By:  /s/ Gregory A. Haehn
                                 -------------------------------
                                   Gregory A. Haehn, President



                                   /s/ Russell A. Haehn
                                --------------------------------
                                   RUSSELL A. HAEHN



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<PAGE>


                     FORM OF EXERCISE NOTICE
                  AND INVESTMENT REPRESENTATION


     The undersigned hereby exercises the right to purchase
_________ shares of common stock, $.001 par value per share (the
"Shares") of Giant Motorsports, Inc. (the "Company") pursuant to
the Stock Option Agreement between the Company and Russell A.
Haehn, dated as of August 16, 2004 (the "Stock Option
Agreement"), and delivers herewith the exercise price for the
Shares in full, as described in the Stock Option Agreement,
unless such exercise is made pursuant to the provisions for
Cashless Exercise as provided in Paragraph 6 of the Stock Option
Agreement.  All of the Shares hereby acquired are vested.  In
connection with the purchase of the Shares, the undersigned
represents as follows:

     1.   The undersigned understands that if this exercise is
being made prior to the creation of a public trading market for
the Company's shares of common stock, if such ever exists, there
will be no market for the Shares and the undersigned will not be
able to liquidate or dispose of the Shares in the event of an
emergency or otherwise.  The Shares are subject to restrictions
of transferability and resale and may not be transferred or
resold except as permitted under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to registration or
exemption therefrom.

     2.   In the event that the Shares have not been registered
pursuant to a Registration Statement on Form S-8 or otherwise
under the Securities Act, the undersigned represents that
he/she/it is acquiring the Shares for the account of the
undersigned for investment purposes only and not for the account
of others or with a view to the sale or other distribution
thereof, in whole or in part.

     3.    In the event that the Shares have not been registered
pursuant to a Registration Statement on Form S-8 or otherwise
under the Securities Act, the undersigned recognizes that an
investment in the Company involves a high degree of risk.

     4.   In the event that the Shares have not been registered
pursuant to a Registration Statement on Form S-8 or otherwise
under the Securities Act, the undersigned has determined that
this investment is suitable for the undersigned and that the
undersigned has the resources necessary to withstand the risks
attendant thereto.  In such event, the undersigned has no need
for liquidity and could afford a complete loss with respect to
the exercise contemplated hereunder.

     5.   The address set forth below is the undersigned's true
and correct residence, and the undersigned is a bona fide
resident and domiciliary of the state hereinafter set forth.




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<PAGE>


     6.   The undersigned agrees that, to the extent applicable,
all of the representations in this exercise form shall survive
the issuance of the Shares.



Signature      _____________________________


Name:          _____________________________


Address:       _____________________________



Dated: __________________












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