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Exhibit No. 1
Form 10-QSB
Red Horse Entertainment Corporation
File No. 0-23015

              RED HORSE ENTERTAINMENT CORPORATION

               Option for the Purchase of 50,000
                     Shares of Common Stock
                        Par Value $0.001

                     STOCK OPTION AGREEMENT

THE  HOLDER  OF  THIS  OPTION, BY ACCEPTANCE  HEREOF,  BOTH  WITH
RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE  OF
THE   OPTION,   AGREES  AND  ACKNOWLEDGES  THAT  THE   SECURITIES
REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN REGISTERED  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER  THE  SECURITIES LAWS OF ANY STATE.  THESE SECURITIES  HAVE
BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR  SOLD
IN  THE  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR  OTHER
COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE
STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES
AND  EXCHANGE  COMMISSION  OR AN OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE  EFFECT  THAT
THE  SALE  OR  TRANSFER  IS EXEMPT FROM  REGISTRATION  UNDER  THE
SECURITIES ACT AND SUCH STATE STATUTES.

     This is to certify that, for value received, WAYNE M. ROGERS
(the   "Optionee")  is  entitled  to  purchase  from  RED   HORSE
ENTERTAINMENT  CORPORATION  (the "Company"),  on  the  terms  and
conditions  hereinafter set forth, all  or  any  part  of  50,000
shares ("Option Shares") of the Company's common stock, par value
$0.001 (the "Common Stock"), at the purchase price of $0.625  per
share ("Option Price").  Upon exercise of this option in whole or
in  part, a certificate for the Option Shares so purchased  shall
be  issued and delivered to the Optionee.  If less than the total
option  is  exercised,  a new option of similar  tenor  shall  be
issued for the unexercised portion of the options represented  by
this Agreement.

      This  option  is  granted subject to the following  further
terms and conditions:

     1.   This option shall vest and be exercisable immediately, and
shall  expire at 5:00 p.m. Salt Lake City time on May  20,  2009.
In  order to exercise this option with respect to all or any part
of  the  Option  Shares  for which this option  is  at  the  time
exercisable,   Optionee  (or  in  the  case  of  exercise   after
Optionee's  death,  Optionee's executor, administrator,  heir  or
legatee, as the case may be) must take the following actions:

          (a)    Deliver  to  the  Corporate  Secretary  of   the
          Corporation   an   executed  notice  of   exercise   in
          substantially  the form of attached to  this  Agreement
          (the "Exercise Notice") in which there is specified the
          number of Option Shares which are to be purchased under
          the exercised option.

          (b)   Pay  the aggregate Option Price for the purchased
          shares   through   one  or  more   of   the   following
          alternatives:

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          (i)  full  payment in cash or by check made payable  to
               the Corporation's order;

          (ii) full  payment in shares of Common Stock  held  for
               the  requisite period necessary to avoid a  charge
               to  the Company's earnings for financial reporting
               purposes  and valued at Fair Market Value  on  the
               Exercise Date (as such term is defined below);

          (iii)      full payment through a combination of shares
               of  Common  Stock  held for the  requisite  period
               necessary  to  avoid  a charge  to  the  Company's
               earnings  for  financial  reporting  purposes  and
               valued  at Fair Market Value on the Exercise  Date
               and cash or check payable to the Company's order;

          (iv) full payment effected through a broker-dealer sale and
               remittance procedure pursuant to which Optionee shall provide
               concurrent irrevocable written instructions (i) to a brokerage
               firm to effect the immediate sale of the purchased shares and
               remit to the Company, out of the sale proceeds available on the
               settlement date, sufficient funds to cover the aggregate Option
               Price payable for the purchased shares plus all applicable
               Federal, state and local income and employment taxes required to
               be withheld in connection with such purchase and (ii) to the
               Company to deliver the certificates for the purchased shares
               directly to such brokerage firm in order to complete the sale
               transaction; or

          (v)  full  payment through conversion of the option  to
               purchase  Option Shares into the number  of  fully
               paid  and  nonassessable Option Shares  calculated
               pursuant to the following formula:

               X   =   Y (A-B)
                          A

               where:
               X  =  the number of Option Shares to be issued to the Optionee;

               Y  =  the number of Option Shares for which the conversion
               right is being exercised;

               A  =  the Fair Market Value per share as  of the date of
               exercise of such conversion right; and

               B  =  the Option Price with respect to  such Option Shares.

          (c)     Furnish    to   the   Corporation   appropriate
          documentation that the person or persons exercising the
          option  (if  other  than Optionee) have  the  right  to
          exercise this option.

          (d)   For purposes of this Agreement, the Exercise Date
          shall be the date on which the executed Exercise Notice
          shall  have been delivered to the Company.   Except  to
          the  extent the sale and remittance procedure specified
          above   is  utilized  in  connection  with  the  option
          exercise, payment of the Option Price for the purchased
          shares must accompany such Exercise Notice.

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          (e)   For  all valuation purposes under this Agreement,
          the  Fair Market Value per share of Common Stock on any
          relevant  date  shall be determined in accordance  with
          the following provisions:

          (i)  If  the Common Stock is not at the time listed  or
               admitted  to  trading  on any national  securities
               exchange  but  is  traded on the  Nasdaq  National
               Market,  the Fair Market Value shall be  the  mean
               between  the  highest "bid" and  lowest  "offered"
               quotations of a share of Common Stock on such date
               (or  if  none,  on the most recent date  on  which
               there  were bid and offered quotations of a  share
               of  Common  Stock),  as  reported  by  the  Nasdaq
               National Market or any successor system.

          (ii) If  the  Common  Stock is at the  time  listed  or
               admitted  to  trading  on any national  securities
               exchange, then the Fair Market Value shall be  the
               closing  selling price per share on  the  date  in
               question on the securities exchange, as such price
               is  officially  quoted in the  composite  tape  of
               transactions  on such exchange.  If  there  is  no
               reported sale of Common Stock on such exchange  on
               the  date in question, then the Fair Market  Value
               shall be the closing selling price on the exchange
               on   the  last  preceding  date  for  which   such
               quotation exists.

          (iii)      If  the  Common Stock is not listed on  such
               date  on  any  national  securities  exchange  nor
               included  in  the Nasdaq National Market,  but  is
               traded in the over-the-counter market, the highest
               "bid" quotation of a share of Common Stock on such
               date (or if none, on the most recent date on which
               there  were  bid quotations of a share  of  Common
               Stock), as reported on the Nasdaq Smallcap  Market
               or the NASD OTC Bulletin Board, as applicable.

          (f)   Upon  such exercise, the Company shall issue  and
          cause to be delivered with all reasonable dispatch (and
          in  any  event  within  three  business  days  of  such
          exercise) to or upon the written order of the  Optionee
          at  its  address,  and in the name of the  Optionee,  a
          certificate  or  certificates for the  number  of  full
          Option Shares issuable upon the exercise together  with
          such other property (including cash) and securities  as
          may  then  be  deliverable upon  such  exercise.   Such
          certificate  or  certificates shall be deemed  to  have
          been  issued and the Optionee shall be deemed  to  have
          become a holder of record of such Option Shares  as  of
          the Exercise Date.

      3.    The Optionee acknowledges that the shares subject  to
this option have not and will not be registered as of the date of
exercise  of  this  option  under  the  Securities  Act  or   the
securities laws of any state. The Optionee acknowledges that this
option  and  the shares issuable on exercise of the option,  when
and if issued, are and will be "restricted securities" as defined
in Rule 144 promulgated by the Securities and Exchange Commission
and  must  be  held  indefinitely unless subsequently  registered
under   the  Securities  Act  and  any  other  applicable   state
registration  requirements.   Except  as  provided  herein,   the
Company  is under no obligation to register the securities  under
the  Securities Act or under applicable state statutes.   In  the
absence  of  such a registration or an available  exemption  from
registration,  sale  of  the  Option Shares  may  be  practicably
impossible.   The  Optionee  shall confirm  to  the  Company  the
representations set forth above in connection with  the  exercise
of  all  or  any portion of this option.  The Company  agrees  to
register  or qualify the Option Shares, but not this option,  for
resale as follows:

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          (a)   If,  at any time during the period in  which  the
          rights  represented by this Agreement are  exercisable,
          the  Company proposes to file a registration  statement
          or  notification  under  the  Securities  Act  for  the
          primary  or  secondary  sale  of  any  debt  or  equity
          security, it will give written notice at least 30  days
          prior  to the filing of such registration statement  or
          notification to the Optionee of its intention to do so.
          The Company agrees that, after receiving written notice
          from  the Optionee of its desire to include its  Option
          Shares  in  such  proposed  registration  statement  or
          notification, the Company shall afford the Optionee the
          opportunity to have its Option Shares included therein.
          Notwithstanding the provisions of this paragraph  3(b),
          the Company shall have the right, at any time after  it
          shall  have  given  written  notice  pursuant  to  this
          paragraph  (whether  or  not  a  written  request   for
          inclusion of the Option Shares shall be made) to  elect
          not to file any such proposed registration statement or
          notification or to withdraw the same after  the  filing
          but  prior to the effective date thereof.  In no  event
          shall  the  Company be obligated to include the  Option
          Shares  in  any registration statement or  notification
          under  this  paragraph 3(b) if, in the opinion  of  the
          underwriter, the inclusion of the Option Shares in such
          registration   statement  or  notification   would   be
          materially detrimental to the proposed offering of debt
          or equity securities pursuant to which the Company gave
          notice  to  the holders under this paragraph; provided,
          that  the Option Shares shall not be excluded from  any
          such registration statement or notification if debt  or
          equity  securities  of the Company held  by  any  other
          persons  are, or will be, included in such registration
          statement or notification.

          (b)   In  connection with the filing of a  registration
          statement,  notification,  or post-effective  amendment
          under this section 3, the Company covenants and agrees:

          (i)  to   pay   all   expenses  of  such   registration
               statement,    notification,   or    post-effective
               amendment, including, without limitation, printing
               charges,  legal fees and disbursements of  counsel
               for  the  Company,  blue sky expenses,  accounting
               fees and filing fees, but not including legal fees
               and  disbursements of counsel to the Optionee  and
               any sales commissions on Option Shares offered and
               sold;

          (ii) to  take all necessary action which may reasonably
               be  required  in  qualifying  or  registering  the
               Option   Shares   included   in   a   registration
               statement,    notification    or    post-effective
               amendment  for  the  offer  and  sale  under   the
               securities  or  blue sky laws of  such  states  as
               requested  by  the  Optionee;  provided  that  the
               Company shall not be obligated to execute or  file
               any  general consent to service of process  or  to
               qualify  as  a foreign corporation to do  business
               under the laws of any such jurisdiction; and

          (iii)      to utilize its best efforts to keep the same
               effective on a continuous or shelf basis until all
               registered Option Shares of the Optionee have been
               sold.

          (c)   The Optionee shall cooperate with the Company and
          shall  furnish  such  information as  the  Company  may
          request   in  connection  with  any  such  registration
          statement,  notification  or  post-effective  amendment
          hereunder,  on which the Company shall be  entitled  to
          rely,  and  the  Optionee  shall  indemnify  and   hold
          harmless the Company (and all other persons who may  be
          subject  to  liability  under  the  Securities  Act  or
          otherwise)  from  and  against  any  and  all   claims,
          actions,  suits,  liabilities,  losses,  damages,   and
          expenses of every nature and character (including,  but
          without  limitation, all attorneys'  fees  and  amounts

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          paid in settlement of any claim, action, or suit) which
          arise  or result directly or indirectly from any untrue
          statement of a material fact furnished by the  Optionee
          in  connection with such registration or qualification,
          or from the failure of the Optionee to furnish material
          information in connection with the facts required to be
          included  in  such registration statement, notification
          or  post-effective  amendment  necessary  to  make  the
          statements therein not misleading.

      4.    The Company, during the term of this Agreement,  will
obtain  from  the appropriate regulatory agencies  any  requisite
authorization in order to issue and sell such number of shares of
its   Common  Stock  as  shall  be  sufficient  to  satisfy   the
requirements of the Agreement.

      5.    The  number  of  Option Shares purchasable  upon  the
exercise  of this option and the Option Price per share shall  be
subject  to adjustment from time to time subject to the following
terms.   If the outstanding shares of Common Stock of the Company
are  increased,  decreased,  changed  into  or  exchanged  for  a
different  number  or  kind  of shares  of  the  Company  through
reorganization,    recapitalization,   reclassification,    stock
dividend, stock split or reverse stock split, the Company or  its
successors   and   assigns   shall  make   an   appropriate   and
proportionate adjustment in the number or kind of shares, and the
per-share  Option  Price thereof, which  may  be  issued  to  the
Optionee  under  this  Agreement upon  exercise  of  the  options
granted under this Agreement.  The purchase rights represented by
this  option shall not be exercisable with respect to a  fraction
of  a  share  of Common Stock.  Any fractional shares  of  Common
Stock arising from the dilution or other adjustment in the number
of  shares subject to this option shall rounded up to the nearest
whole share.

     6.   The Company covenants and agrees that all Option Shares
which  may  be  delivered upon the exercise of this option  will,
upon  delivery, be free from all taxes, liens, and  charges  with
respect to the purchase thereof; provided, that the Company shall
have  no  obligation with respect to any income tax liability  of
the  Optionee  and  the Company may, in its discretion,  withhold
such  amount  or require the Optionee to make such  provision  of
funds  or  other consideration as the Company deems necessary  to
satisfy  any income tax withholding obligation under  federal  or
state law.

      7.    The  Company agrees at all times to reserve  or  hold
available a sufficient number of shares of Common Stock to  cover
the  number of Option Shares issuable upon the exercise  of  this
and all other options of like tenor then outstanding.

      8.   This option shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or
to   any  other  rights  whatsoever,  except  the  rights  herein
expressed, and no dividends shall be payable or accrue in respect
of  this option or the interest represented hereby or the  Option
Shares  purchasable hereunder until or unless, and except to  the
extent that, this option shall be exercised..

      9.   The Company may deem and treat the registered owner of
this  option  as the absolute owner hereof for all  purposes  and
shall not be affected by any notice to the contrary.

      10.   In the event that any provision of this Agreement  is
found  to  be  invalid  or  otherwise  unenforceable  under   any
applicable law, such invalidity or unenforceability shall not  be
construed  as  rendering  any other provisions  contained  herein
invalid or unenforceable, and all such other provisions shall  be
given  full  force and effect to the same extent  as  though  the
invalid or unenforceable provision were not contained herein.

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      11.   This Agreement shall be governed by and construed  in
accordance with the internal laws of the state of Nevada, without
regard to the principles of conflicts of law thereof.

      12.   Except  as otherwise provided herein, this  Agreement
shall  be binding on and inure to the benefit of the Company  and
the  person  to  whom  an option is granted hereunder,  and  such
person's  heirs,  executors, administrators,  legatees,  personal
representatives, assignees, and transferees.

     IN WITNESS WHEREOF, the Company has caused this option to be
executed  by  the  signature  of  its  duly  authorized  officer,
effective this 24th day of June, 1999.

                                   RED HORSE ENTERTAINMENT
                                     CORPORATION

                                   By  /s/ Jack  M.  Gertino, Secretary

      The  undersigned Optionee hereby acknowledges receipt of  a
copy  of the foregoing option and acknowledges and agrees to  the
terms and conditions set forth in the option.

                                      /s/ Wayne M. Rogers

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                        Exercise Notice
          (to be signed only upon exercise of Option)

TO:  Red Horse Entertainment Corporation

       The  Optionee,  holder  of  the  attached  option,  hereby
irrevocable elects to exercise the purchase rights represented by
the     option     for,     and    to    purchase     thereunder,
________________________________ shares of common  stock  of  Red
Horse  Entertainment  Corporation,  and  herewith  makes  payment
therefor, and requests that the certificate(s) for such shares be
delivered to the Optionee at:


_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

     If purchase is to be effected by conversion of the option to
Common  Stock,  the Optionee hereby converts option  rights  with
respect   to  __________________________________  Option   Shares
represented by the option.

     If acquired without registration under the Securities Act of
1933, as amended ("Securities Act"), the Optionee represents that
the  Common  Stock is being acquired without a view to,  or  for,
resale  in  connection  with  any  distribution  thereof  without
registration  or  other compliance under the Securities  Act  and
applicable state statutes, and that the Optionee has no direct or
indirect  participation  in  any  such  undertaking  or  in   the
underwriting  of  such an undertaking.  The Optionee  understands
that  the  Common  Stock has not been registered,  but  is  being
acquired  by reason of a specific exemption under the  Securities
Act  as well as under certain state statutes for transactions  by
an  issuer  not  involving  any  public  offering  and  that  any
disposition of the Common Stock may, under certain circumstances,
be  inconsistent with these exemptions. The Optionee acknowledges
that  the  Common  Stock  must be  held  and  may  not  be  sold,
transferred,   or   otherwise  disposed  of  for   value   unless
subsequently registered under the Securities Act or an  exemption
from  such  registration is available.  The Company is  under  no
obligation to register the Common Stock under the Securities Act,
except  as  provided  in  the  Agreement  for  the  option.   The
certificates  representing the Common Stock will  bear  a  legend
restricting  transfer,  except  in  compliance  with   applicable
federal and state securities statutes.

      The  Optionee  agrees and acknowledges that this  purported
exercise  of  the option is conditioned on, and subject  to,  any
compliance  with  requirements of applicable  federal  and  state
securities laws deemed necessary by the Company.

     DATED this ________ day of __________________________,__________.




                                   _______________________________________
                                   Signature

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