<DOCUMENT>
<TYPE>EX-99.H
<SEQUENCE>5
<FILENAME>licensing.txt
<DESCRIPTION>LICENSING AGREEMENT
<TEXT>
                                LICENSE AGREEMENT


THIS AGREEMENT is made as of the 27 day of June, 2000.

BETWEEN:

          ALCORP,  an Oregon  Limited  Liability  Corporation  having a place of
          business at 95641 Eggers Road, Brookings, Oregon 97415

          (hereinafter called the "Licensor")

AND:

          BEAR LAKE  RECREATION,  INC., a Nevada  corporation  having a place of
          business at 2176 South Bear Lake Blvd.,  Unit 192,  Garden City,  Utah
          84028

                  (hereinafter called the "Licensee")


                                   WITNESSETH

     Whereas  the  Licensor  represents  that it is the  exclusive  owner  of an
invention  relating  to  the  fishing  industry   (hereinafter   "Invention"  or
"NetCaddy"),

          Whereas the Licensee desires to  co-manufacture,  co-market,  and sell
          the Invention, and

          Whereas the Investors, including Bear Lake Recreation and participants
          in Bear Lake Recreations  Private Placement,  et al., desire to invest
          in the Licensee and to share in the profits of the Licensee.

          Now, therefore, it is agreed as follows:

1.   License. The licensor grants to the Licensee the exclusive  nontransferable
     right and license,  with the right to grant  sublicenses  to third  parties
     upon terms and conditions  consistent  with this  Agreement,  under Patents
     (hereinafter  defined)  and  under  Information  (hereinafter  defined)  to
     manufacture,  use,  market and sell the  "NetCaddy"  based on the Invention
     throughout  the  United  States,  its  territories  and  possessions.   The
     exclusive  right and  license  herein  granted  shall  apply to all  patent
     applications  and letters patent,  which the Licensor now owns or controls,
     or hereafter during the term of this Agreement owns or controls,  and which
     relate to the Invention (hereinafter "Patents"), and to all information and
     documents, which the Licensor now owns or controls, or hereafter during the
     term of the Agreement  owns or controls,  and which relate to the Invention
     (hereinafter "Information").

2.   Representation of licensor. The Licensor represents the following:

     (a)  that the Licensor,  has the right to grant this exclusive license, and
          has not granted to any other person,  firm, or corporation  any right,
          license, shop right, or privilege thereunder;

3.   Information.  The Licensor shall furnish to the Licensee,  or its nominees,
     all  Information  in the  possession  of Licensee.  The Licensor  shall not
     reveal the  Invention or any  Information  to any other person  without the
     approval of the Licensee.

4.   Patents.  All  Patents  and  letters  patent  issued  improvements  to  the
     Invention  conceived  or  reduced  to  practice  during  the  term  of this
     Agreement shall be the exclusive  property of the Licensor,  subject to the
     License herein  granted.  The Licensee shall  promptly  prepare,  file, and
     prosecute,  in the name of the  Licensor,  but at the  Licensee's  expense,
     Patents and  applications  for letters  patent of the United States for all
     improvements  made by the  Licensor  during the term of this  Agreement  or
     hereafter made by the Licensee or sublicensees. The Licensor shall, without
     further  consideration,  at the  request  of  the  Licensee,  do  all  acts
     necessary for obtaining, sustaining, reissuing, or extending Patents or any
     letters  patent  based on  improvements  to the  Inventions  and shall give
     testimony and otherwise provide evidence in cases of interference.

5.   License  Year.  A license  year shall be a period of one year on June 1 and
     ending on May 31 of the following year.

6.   Royalties. The Licensee shall pay and deliver to the Licensor:

     (a)  $5,000  Thousand  Dollars  by  certified  check  within 30 days of the
          execution of this Agreement;

     (b)  Five Thousand of the Licensee's  $0.001 par common  shares,  issued as
          fully paid and  nonassessable,  to be delivered  upon the execution of
          this agreement;

     (c)  Royalties equivalent to 75 percent of the EBITDA based on or using the
          Invention,  Information  or  Patents  which  are  manufactured  by the
          Licensee or its  sublicensees  under this  Agreement.  Licensee agrees
          that the royalties  pursuant to this Article 6, Paragraph (c) shall be
          paid to Licensor for each such  NetCaddy  even though the  Information
          becomes generally available to third parties without restriction.

8.   Payment of Royalties.  The Licensee, and all sublicensees of Licensee under
     this  Agreement,  shall  at all  times  keep  an  accurate  account  of all
     NetCaddy's  which are the subject of this  Agreement,  shall render written
     statements  thereof  to the  Licensor  within 30 days after the end of each
     calendar  quarter during the term of this  Agreement,  and shall pay to the
     Licensor with each such statement the amount of all royalties earned during
     the corresponding  calendar quarter.  The Licensor shall have the right, at
     its own expense,  to have the Licensee's  books examined for the purpose of
     verifying such royalty  statements.  In all  sublicensing  agreements,  the
     Licensee  shall  procure for the Licensor a similar right to have the books
     of  the  sublicensee   examined  for  the  purpose  of  verifying   royalty
     statements.

9.   Investment.  The  Investors  shall  subscribe  and  pay for  shares  of the
     Licensee at $0.001 par value for $0.125 per share, for total gross proceeds
     of $40,000;  as outlined in the Licensee's  Private  Placement  Memorandum.
     Completion of the Licensee's  Private Placement will be concurrent with the
     execution of this Agreement. Failure to fully subscribe and secure funds of
     $40,000,  by the Licensee will negate this  agreement.  Failure to complete
     the  private  placement  shall not result in any  liability  of Licensee to
     Licensor.

10.  Covenants of licensee. The Licensee covenants as follows:

     (a)  The Licensee  shall  utilize best efforts to  manufacture,  market and
          promote the NetCaddy based on the Invention and to otherwise  exercise
          the rights and licenses granted pursuant to this Agreement.

     (b)  The  Licensee  shall  utilize the funds  received  from the  Investors
          exclusively for the purposes of manufacturing, marketing, selling, and
          otherwise  commercializing the NetCaddy based on the Invention and any
          improvements thereto.

11.  Term.  This Agreement and the rights and licenses  granted  hereunder shall
     continue until the later of the expiration of the Patent or five years from
     the date first above written, subject to the following:

     (a)  Once the Licensee has realized EBITDA of $60,000 based on or using the
          Invention, The Licensor may terminate this agreement for $5,000.

          (1)  Subsequent  to the  execution  of this option  under  Article 11,
               Section (a) of the Agreement, the Licensee will receive Royalties
               from the  Licensor  equal to 15 percent of EBITDA for a period of
               25 years.  Failure  to comply  within the scope of Article 8 will
               result in the  reinstatement  of this Agreement and forfeiture of
               the monies paid under Article 11, Section (a).

     (b)  The Licensee may at any time,  upon six months'  written notice to the
          Licensor, terminate this Agreement and the rights and licenses granted
          hereunder,  but without  prejudice to the Licensor's  right to collect
          monies due or to become due under this agreement.

     (c)  If royalty  payments to the  Licensor are in arrears for 20 days after
          the due date,  or if the Licensee  defaults in  performing  any of the
          other  provisions of this  Agreement and such default  continues for a
          period of 20 days,  or if the  Licensee is  adjudicated  a bankrupt or
          becomes insolvent,  or enters into a composition with creditors, or if
          a receiver is appointed for it, then the Licensor shall have the right
          to terminate this Agreement upon giving written notice to the Licensee
          five days prior to the effective date of termination, and if the cause
          for  such  notice  is not  cured  within  the five  days,  then at the
          expiration  of the five days the Agreement and all rights and licenses
          granted to the Licensee  hereunder shall terminate,  without prejudice
          to the  Licensor's  right to collect moneys due or to become due under
          this  Agreement,  and  without  prejudice  to any other  rights of the
          Licensor.

     (d)  Upon  termination of this Agreement for any cause,  the Licensee shall
          duly account to the Licensor for all royalties within ten days of such
          termination,  and shall  immediately  transfer to Licensor  all rights
          which Licensee all rights which  Licensee may possess in  sublicenses,
          Patents,  Information,  trade names,  and trademarks,  relating to the
          Invention, and all rights and licenses granted to Licensee pursuant to
          this Agreement shall immediately terminate.

11.  Infringement.   The  Licensee  shall  defend,  at  its  own  expense,   all
     infringement suits that may be brought against it or its sublicensees based
     on or related to the manufacture,  use, or sale of the NetCaddy based on or
     using the  Invention.  In the  event  any  information  is  brought  to the
     attention  of the  Licensor or  Licensee  that  others  without  benefit of
     license  are  infringing  any  of  the  rights  granted  pursuant  to  this
     Agreement,  Licensee  shall, at its own expense,  diligently  prosecute all
     such infringers.  In any of the foregoing suits, the Licensor shall, at the
     expense and at the request of the Licensee,  give evidence and execute such
     documents as the Licensee may require,  and the Licensor may, at Licensor's
     expense, be represented by counsel of its choice.

12.  Notice.  Any  notice or payment  required  under  this  Agreement  shall be
     addressed as follows:

                                    Shane Alcorn
                                    95641 Eggers Road
                                    Brookings, Oregon  97415

                                    Frank Gillen
                                    175 South Main St., Suite 1223
                                    Salt Lake City, Utah  84111

13.  Assignment.  The Licensee shall not have the right to assign this Agreement
     or any rights or licenses granted to Licensee  hereunder  without the prior
     written consent of the Licensor.

          In witness whereof the parties have executed this Agreement.


/S/ Frank Gillen

/S/ Shane Alcorn


</TEXT>
</DOCUMENT>
