EXHIBIT 10.2

                                  DEAL OUTLINE

     THIS DEAL OUTLINE,  dated  effective as of December 9, 1999, sets forth the
main terms upon which TSET, Inc., a Nevada  corporation  ("TSET"),  will acquire
100% of the issued and  outstanding  capital stock of Atomic Soccer USA, Ltd., a
Wisconsin corporation ("Atomic Soccer").  TSET and Atomic Soccer intend to enter
into agreements  relating to such  acquisition as soon as practicable  after the
date hereof,  based upon the terms described  herein,  which shall set forth the
definitive rights, obligations, undertakings, and liabilities of the parties.

     NOW, THEREFORE, TSET and Atomic Soccer agree to the following main terms:

     A. TSET to acquire  100% of Atomic  Soccer in exchange for  1,000,000  TSET
"investment"  shares,  to be allocated pro rata as requested by Atomic  Soccer's
current stockholders,  subject to any  finder's/broker's  fees payable by Atomic
Soccer.

     B. TSET to  designate  at least one  director to Atomic  Soccer's  board of
directors;  day-to-day  management  and  operations  to  remain  in the hands of
current executive management.

     C. Atomic Soccer's maquiladora  manufacturing facility in Ensenada,  Mexico
(Atomic S.A. de C. V.) to be acquired by Atomic Soccer in the near future.

     D.  Following  the  proposed  acquisition,  Atomic  Soccer to  conduct  its
business as heretofore  conducted,  with  management and employees to diligently
seek at all times to advance the interests, value, and expansion of the business
enterprise,  and protection of its  trademarks,  tradenames,  and other valuable
rights.  Atomic Soccer's primary focus will be to further develop and expand the
U.S. market for its products;  international development to be considered in the
future, once U.S. market development has been deemed  sufficiently  developed to
warrant such expansion.

     E. TSET to assist and support Atomic Soccer's capital-raising efforts, with
Atomic Soccer projecting  operational funding needs of up to $1,000,000 over the
next 12 months, to be described in more detail by Atomic Soccer's  management in
a written "use of proceeds" and pursuant to approved budgets. If necessary, TSET
to use its own shares to raise such  capital.  TSET does not assume or  obligate
itself with respect to Atomic  Soccer's  indebtedness,  operating  expenses,  or
other  financial  liabilities  including,  without  limitation,  those financial
obligations owed to David Ragsdale and Paul Hix.

     F. TSET understands that Atomic Soccer currently has outstanding a $500,000
revolving  line of  credit,  and that the  guaranty  thereof  provided  by David
Ragsdale must be replaced on or before June 30, 1999. TSET to act to retire,  or
renew such line of credit  with  replacement  guaranties,  on or before June 30,
2000.

     G. TSET and Atomic  Soccer to consider a spin-off of Atomic Soccer into its
own public  vehicle at a mutually  agreed time in the future (not  earlier  than
12-18 months following the proposed  acquisition)  with TSET or its designees to
retain an appropriate ownership interest.


     H. TSET and Atomic  Soccer to issue a press  release upon signing this Deal
Outline, indicating their agreement to the main terms set forth herein.