SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT




This agreement is effective as of July 1, 2000.

PARTIES.  The  parties  to  this  agreement  are Jason G. Otteson of Huntsville,
Texas  and  Sportan  United Industries, Inc., a Texas corporation, whose present
address  for  services  is  3170  Old  Houston  Road,  Huntsville,  Texas 77340.

RECITALS:

1.   Otteson  wishes  to  contribute absolutely certain relationships with known
     civic personages, and his certain title and interest in certain projects in
     progress,  his contacts, name and reputation into Sportan, in exchanged for
     shares  of  Sportan  and  signing  bonus.

2.   Otteson  wishes  to enter into an employment contract with Sportan in order
     to  make  operational  said projects in progress and the future business of
     the Company.

     Now,  therefore,  in  consideration  of the terms and conditions herein set
     forth, it  is  hereby  agreed.


AGREEMENTS


1.   Sportan  issues  Otteson  a  warrant  to purchase  250,000 shares of common
     stock at an exercise price of $ .10 per share, expiring July 1, 2005.

2.   Sportan   grants  Otteson  a  signing  bonus  to  be  paid  on  demand  for
     $100,000.00.  The  balance  to be booked as loan earning 12% interest until
     paid.


                                                                          Page 1
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT


EMPLOYMENT  AGREEMENT

Parties  are  Jason  G.  Otteson (Executive) and Sportan United Industries, Inc.
(Employer).

RECITALS:

Executive  wishes  to  be  employed  by  Employer  and Employer wishes to employ
Executive.  Employer  desires assurance of the continued associates and services
of  Executive  in  order to retain his experience, skills, abilities, background
and  knowledge  and is therefore willing to engage his services on the terms and
conditions  set  forth  below.

Now,  therefore in consideration of the terms and conditions herein set forth it
is  hereby  agreed.

AGREEMENT:

1.   EMPLOYEE'S  DUTIES  AND  AUTHORITY
     1.1. Executive shall be the CEO of Employer, and shall provide services and
          conduct the business of Employer in full  compliance  with the laws of
          whatever States the Company is doing business, with Employer's By-Laws
          and policies  and  directives  set by the Board of  Directors  (herein
          referred to as the "Board").

2.   RESTRICTIONS  ON  OUTSIDE  BUSINESS  ACTIVITIES
     2.1. During his employment, Executive shall devote as much of his energies,
          interest,  abilities and  productive  time to the  performance  of his
          agreement and shall in his opinion be satisfactory  for the success of
          the Employer.  The Employer would expect that the Executive would not,
          without Employer's prior written consent, render to others services of
          any kind for  compensation,  or engage in any other business  activity
          that would  materially  interfere  with the  performance of his duties
          under this  agreement.  Notwithstanding  the  foregoing,  Executive is
          specifically  authorized to engage in reasonable  technical consulting
          services,  which  require his unique  skills and  contracts as he sees
          fit.

     2.2. During  the  employment  term,   Executive  shall  not,   directly  or
          indirectly, whether as a partner, employee, creditor,  shareholder, or
          otherwise; promote, participate or engage in any activity, which would
          damage or otherwise be directly  competitive with Employer's  business
          without written notification to the Board.


                                                                          Page 2
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT


3.   CONSULTING  SERVICES
     3.1. Following the employment term (unless terminated for cause), Executive
          agrees to  provide  his  services  as an  advisor  and  consultant  to
          Employer so that Employer may benefit from his experience. During this
          time, Executive shall be an independent  contractor and Employer shall
          only request  Executive's  services at such times and places which are
          in the best interest of Employer and Executive,  and do not reasonably
          interfere with  Executive's  other business  commitments  which he may
          have  accepted  during that period.  While an advisor and  consultant,
          Executive  shall be entitled  to  continue  to receive  all  executive
          benefits  provided for in this  agreement.  During the consulting term
          and for a period of three (3) years  thereafter,  Executive  shall not
          compete, directly or indirectly,  with Employer in the business of the
          Company.  In  exchange  for  this  commitment  to  provide  consulting
          services  as  described  in  this  paragraph,  the  Executive  will be
          guaranteed  a  minimum  of 65 days of  consulting  fees per year for a
          period of five (5) years  from the date of  termination,  for a fee of
          not  less  than  his  average   daily  cash  salary  at  the  time  of
          termination, but not less than $1000 per day.

4.   TERM  OF  EMPLOYMENT
     4.1. Subject  to  earlier   termination  as  provided  in  this  agreement,
          Executive  shall be employed  for a term  beginning  July 01, 2000 and
          ending June 30, 2003.

5.   PLACE  OF  EMPLOYMENT
     5.1. Unless the parties agree otherwise in writing, Executive shall perform
          his services primarily from offices in Huntsville, Texas.

          The  Executive,  subject to acceptance by the Board,  will approve any
          relocation of the Executive's headquarters.

6.   COMPENSATION
     6.1. Executive's  base annual salary during the term of the agreement shall
          be $102,000 or as otherwise  agreed to by the Board from time to time,
          provided that:

          6.1.1. Executive's  base salary shall be not less than the base salary
                 set forth herein above in this paragraph, and


          6.1.2  At the  discretion of the Board, the base salary may be paid as
                 follows: in cash, never less than 50% of the full salary,  with
                 the balance in promissory notes at 100% of the remaining unpaid
                 cash  value  of  his  salary bearing  interest at 12% per annum
                 until paid  and  in  shares of Company  common stock ("Shares")
                 representing the remaining  unpaid  cash  value of his  salary,
                 valued at the current fair market value.


                                                                          Page 3
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT


          6.1.3. In addition,  to his base salary,  Executive  shall receive the
                 following compensation:

                    1)   An option to purchase  750,000 shares of Company common
                         stock at an  exercise  price  equal to the fair  market
                         value of the shares on the date of grant,  expiring  in
                         five years,  vesting as follows:  (i) 250,000 shares on
                         July 1, 2001,  (ii) 250,000 shares on July 1, 2002, and
                         (iii) 250,000 shares on July 1, 2003.


                    2)   A bonus of  payable  in cash or  shares  the  Company's
                         choice equal to 1% of the Company  revenues  plus 2% of
                         the  Company's  net income,  payable at the end of each
                         year.

                    3)   A bonus  payable in cash or shares at his choice  equal
                         3% of all funding secured into Sportan.


          6.1.4. Executive's  base  salary  shall  be  reviewed  by the Board at
                 intervals of  not less  than  12  months  to   determine   what
                 adjustments  should be made, if any, with  consideration  being
                 given  to the scope  and  level  of his  responsibilities,  his
                 performance  and  Sportan's  financial  condition.  Executive's
                 salary  may be increased,  but not reduced without  Executive's
                 consent.  Executive  understands   that  the  payment  of  cash
                 compensation for his services depends on Sportan's  acquisition
                 of  sufficient operating capital through various means.

          6.1.5. If Executive is terminated  without cause,  prior to the end of
                 this agreement, then any accrued salary payable during the term
                 of this agreement shall become immediately  due and payable and
                 shall be an amount not less than two (2) years annual salary at
                 the then  current rate of compensation.  If  Employer  is still
                 unable to pay  Executive's  accrued compensation in whole or in
                 part due  to  lack  of  funds, such  unpaid  compensation shall
                 accrue  with  interest  at  12%  per  annum  for  the  date  of
                 termination  and  become  all  due  and payable upon receipt of
                 sufficient  funds,  but  not  later  than  12  months following
                 Executive's termination.


                                                                          Page 4
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT


7.   DEATH  OR  DISABILITY  COMPENSATION
     7.1. If Executive dies or becomes permanently disabled so that he is unable
          to  substantially  perform the duties  prescribed  herein,  payment of
          salary as specified in Section 6 for the  remainder of the  employment
          term  shall be  provided.  Employer  agrees  to pay  Executive  or his
          estate,  the then current salary payable of the remaining term of this
          agreement,  or for a period of two (2) years,  whichever first occurs.
          If Employer is unable to pay Executive's termination  compensation due
          to lack of funds, such compensation  shall accrue with interest at 10%
          per annum and become all due and payable by Employer  upon  receipt of
          sufficient  funds, but not later than 12 months following  Executive's
          termination.  If all of said compensation  cannot be paid at one time,
          Employer may make payments as funds become available.

8.   EXECUTIVE  BONUS
     8.1. Employer  shall pay Executive the bonus set forth in Section 6.1.3 (2)
          three months  after the close of  Employer's  fiscal year.  Net income
          shall be defined for  purposes of this  provision  as net income after
          all expenses of every nature have been  considered,  but before taxes,
          as determined by the firm of certified public accountants  retained by
          Employer and in accordance with sound accounting principals.

9.   EXECUTIVE  BENEFITS
     9.1. During the  employment  term,  Executive  shall be entitled to be paid
          vacation  of 30  working  days per year.  Employer  agrees to  include
          Executive under  Employers group life insurance  coverage in an amount
          not less than two (2) times  Executive's  annual salary and to include
          Executive  and his family under  Employer's  group  medical  insurance
          coverage and dental coverage commencing November 1, 2000.

10.  EXPENSES
     10.1.During  the  employment  term,  Employer  shall  pay  for or  promptly
          reimburse  Executive  for  reasonable  business  expenses  incurred in
          connection with Employer's business,  including travel expenses,  food
          lodging and rental vehicle while away from home.

11.  INDEMNIFICATION  BY  EMPLOYER
     11.1.Employer shall, to the maximum extent permitted by law,  indemnify and
          hold  Executive  harmless  against  expenses,   including   reasonable
          attorney's fees and costs, judgments,  fines,  settlements,  and other
          amounts  actually  and  reasonable  incurred  in  connection  with any
          proceeding  arising by reason of  Executive's  employment by Employer.
          Employer  shall pay  directly  or advance to  Executive  any  expenses
          incurred in defending any such proceeding. Employer shall use its best
          efforts to obtain  liability  insurance  for  Directors  and  Officers
          during the term of this contract.


                                                                          Page 5
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT


12.  TERMINATION
     12.1.Either  Employer or Executive may terminate this agreement at any time
          without  notice if the other  commits any material act of  dishonesty,
          discloses confidential information, is guilty of gross carelessness or
          misconduct,  or  unjustifiably  neglects  his or its duties under this
          agreement,  or acts in any way that  has a  direct,  substantial,  and
          adverse effect on either's business reputation. If the Employer is the
          guilty  entity,  the  Executive  will  be  entitled  to  the  benefits
          specified  as if he were  terminated  without  cause,  as  provided in
          Section 6 Salary.

13.  TERMINATION  THROUGH  CHANGE  OF  CONTROL  OF  COMPANY
     13.1.If a change of  control  of Sportan  should  occur  during the term of
          this   agreement,   the  provisions  of  this  paragraph  will  become
          operative.  For the purpose of this agreement,  a Change of Control of
          Sportan shall be deemed to have occurred if (a) any "persons" (defined
          for this  purpose as such term is used in Sections  13(d) and 14(d) of
          the  Securities   Exchange  Act  of  1934,  as  amended)  becomes  the
          "beneficial  owner" (as  defined in Rule  13d-3  under the  Securities
          Exchange Act of 1934, as amended) directly or indirectly of securities
          of Sportan  representing more than 35% of the combined voting power of
          Sportan's then outstanding securities, or (ii) during any period of 24
          consecutive  months,  individuals who, at the beginning of such period
          constitute  the  Board  of  Sportan  cease  to  constitute  at lease a
          majority thereof,  unless the election,  or the nomination of election
          to Sportan's  shareholders,  of each new director is made by directors
          still in office who were  directors at the  beginning of the period or
          directors elected and nominated as set forth herein.

     13.2.If, within two (2) years after a Change of Control of Sportan,  either
          (1)  Executive's  employment  is  terminated by Sportan for any reason
          other  than  disability  or cause,  or (2)  Executive  terminates  his
          employment for Good Cause,  Sportan shall pay Executive the following,
          not later than the 15th day after the date  Executive's  employment is
          terminated:

          13.2.1. A lump sum severance payment equal to 1.5 times the sum of (a)
               Executive's  base  annual  salary at the  highest  rate in effect
               during  the  year   immediately   preceding  the  date  on  which
               Executive's employment is terminated,  and (b) the greater of the
               amount  of any  incentive,  bonus  or  other  cash  (non  salary)
               compensation  that was paid to Executive during the twelve months
               immediately preceding the Change of Control, and

          13.2.2. A cash payment equal to the amount by which the greater of (a)
               the closing price of Sportan's common stock on the day before the
               date of Executive's employment terminates, or (b) the highest bid
               and  asked  for  price  during  the  twelve  months   immediately
               preceding the date of the Executive's employment termination,  or
               (c) the amount to which the highest price per share actually paid
               in connection  with the Change of Control of Sportan  exceeds the
               per share  exercise of each stock option held by Executive on the
               day before the date Executive's employment terminates, multiplied
               by the number of shares covered by each such option,  in exchange
               for which payment  Executive  will  surrender all such options to
               Sportan without  exercising them. At the Executive's  option, the
               company will buy back all or part of his shares.

          13.2.3.  Executive may terminate his employment for Good Reason within
               two (2) years after a Change of Control of Sportan if:

          13.2.4. Sportan reduces Executive's base annual salary as in effect on
               the day preceding the Change of Control of Sportan, or

          13.2.5.  Sportan  fails  to  continue  in  effect  any   compensation,
               benefits,  perquisites, stock options, or any other plan that was
               in  effect  and  which  Executive  was  participating  in or  was
               entitled to  participate  in on the day  preceding  the Change of
               Control of Sportan, or

          13.2.6. Sportan fails to continue to provide  Executive with an office
               an  appropriate  support  services at least  equivalent  to those
               provided on the day  preceding  the Change of Control of Sportan,
               or

          13.2.7.  Sportan   modifies  the  nature  and  status  of  Executive's
               responsibilities  from those in effect  immediately  prior to the
               Change of Control of Sportan  without an appropriate  increase in
               salary, or

          13.2.8. Sportan requires  Executive,  without his consent, to be based
               anywhere other than the  metropolitan  area in which  Executive's
               office is located  immediately  prior to the Change of Control of
               Sportan.

14.  TERMINATION  BY  RESIGNATION
     14.1.Executive may terminate this agreement by giving  Employer ninety days
          prior written  notice of  resignation,  with an agreement to step down
          earlier if an adequate  replacement  can be found in shorter period of
          time.  This  termination is independent  and exclusive of the criteria
          specified under Section 13,  Termination  through Change of Control of
          the Company.

15.  NON  DISCLOSURE  OF  CONFIDENTIAL  INFORMATION
     15.1.In  the  course  of his  employment,  Executive  may  have  access  to
          confidential  information  and trade  secrets  relating to  Employer's
          business.  Except  as  required  in the  course of his  employment  by
          Employer, Executive will not, without Employer's prior consent, either
          during this  employment or  consulting  period by Employer or for five
          (5) years after  termination of that  employment,  provide directly or
          indirectly to any third person any such  confidential  information  or
          trade  secrets.  Executive  also agrees to execute any  non-disclosure
          agreement as may be required from time to time.


                                                                          Page 7
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT


16.  ARBITRATION
     16.1.Any   controversy  or  claim  arising  out  of  or  relating  to  this
          agreement,  or breach of this  agreement,  shall be settled by binding
          and  non-appealable  arbitration  in  accordance  with the  Commercial
          Arbitration rules of the American Arbitration  Association in Houston,
          Texas.  There  shall be three  arbitrators,  one to be  chosen by each
          party,  and the  third  arbitrator  to be  chosen  by each of the said
          arbitrators.  Each party shall pay the fees of its selected arbitrator
          and attorneys,  the expenses of its witnesses,  and all other expenses
          connected  with  presenting its case.  Other costs of the  arbitration
          including  administrative  fees, the fee of the third arbitrator,  and
          all other fees and costs,  shall be come equally by the  parties.  The
          prevailing  party may, in the decision of the majority of the panel of
          arbitrators, be awarded its or his costs, in whole or in part.

17.  INTEGRATION
     17.1.This agreement  contains the entire agreement  between the parties and
          supersedes  all prior  oral and  written  agreements,  understandings,
          commitments  and  practices  between the parties,  including all prior
          employment  agreements,  whether or not fully  performed  by Executive
          before the date of this agreement. No amendments to this agreement may
          be made  except  by Board  approval  and with the  concurrence  of the
          Executive all of which must be in writing signed or otherwise ratified
          by both parties.

18.  LAW  GOVERNING  AGREEMENT
     18.1.The formation,  construction  and  performance of this agreement shall
          be construed in accordance with the laws of the State of Texas.

19.  NOTICE
     19.1.Any notice to Employer  required  or  permitted  under this  agreement
          shall be given in writing to Employer,  either by personal services or
          by registered or certified  mail,  postage  prepaid,  addressed to the
          Chairman of the Board of Directors at its principal place of business.
          Any such  notice  to  Executive  shall be given in a like  manner  and
          addressed to Executive at his home address.

     19.2.For the purpose of determining  compliance with any time limit in this
          agreement, a notice shall be deemed to have been duly given (a) on the
          date of service,  if served  personally on the part to whom the notice
          is to be given.  If the  Executive  is also the Chairman of the Board,
          the  Executive  will  provide the  required  information  to all Board
          members.  The  Secretary  will  document  the  Board's  decisions  and
          responses and sign  agreements  between the parties in the name of the
          Chairman.


                                                                          Page 8
<PAGE>
SPORTAN  UNITED  INDUSTRIES
================================================================================
                                                            EMPLOYMENT AGREEMENT




20.  PARTIAL  INVALIDITY
     20.1.If any provision of this  agreement is held invalid or  unenforceable,
          the  remainder of this  agreement  shall  nevertheless  remain in full
          force and effect if any  provision  is held  invalid or  unenforceable
          with respect to particular circumstances, it shall nevertheless remain
          in full force and effect in all other circumstances.




SPORTAN UNITED INDUSTRIES                  JASON G. OTTESON


-----------------------------              -------------------------------------
       Signature                                       Signature

BY:                                        BY:   JASON  G.  OTTESON
   --------------------------                 ----------------------------------
TITLE:                                     TITLE:  CHIEF EXECUTIVE OFFICE "CEO"
      -----------------------                    -------------------------------



                                                                          Page 9
<PAGE>