EXHIBIT 10.5

                            FORM OF OPTION AGREEMENT
                            ($0.25 AND $0.50 OPTIONS)

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OPTION NO.
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                             STOCK OPTION AGREEMENT

     THIS STOCK OPTION  AGREEMENT  (this "Option") is made and entered into on ,
2002, by and between MSTG Solutions,  Inc.("Company"),  and the individual who's
name is set  forth in  Exhibit  A of this  Option  (referred  to  herein  as the
"Optionee"), with reference to the following recitals of facts:

     WHEREAS,  the  Company  desires  to  grant  the  Optionee  a  stock  option
("Option") to purchase shares of common stock of the Company (the "Shares") upon
the terms and conditions hereinafter stated; and

     NOW,  THEREFORE,  in  consideration  of the covenants herein set forth, the
parties hereto agree as follows:

     1.   SHARES;  PRICE.  The Company  hereby  grants to Optionee  the right to
          purchase,  upon and subject to the terms and conditions herein stated,
          the  number of Shares  set forth in  Exhibit A hereto  for cash at the
          price of  $______per  share,  such price  being not less than the fair
          market  value per share of the Shares  covered by these  Options as of
          the date hereof.

     2.   TERM OF OPTION.  This Option shall expire, and all rights hereunder to
          purchase the Shares shall terminate two years from the date hereof.

     3.   EXERCISE. This Option shall be exercised by delivery to the Company of
          (a) a written  notice of exercise  stating the number of Shares  being
          purchased (in whole shares only) and such other  information set forth
          on the form of Notice of Exercise  attached hereto as Exhibit B, (b) a
          check  or cash in the  amount  of the  purchase  price  of the  Shares
          covered by the notice.

     4.   RECAPITALIZATION.  The number of Shares covered by this Option,  shall
          not be  proportionately  adjusted  for any increase or decrease in the
          number of issued Shares  resulting from a subdivision or consolidation
          of shares or the payment of a stock dividend, or any other increase or
          decrease  in the number of such  shares  affected  without  receipt of
          consideration by the Company;  provided however that the conversion of
          any  convertible  securities of the Company shall not be deemed having
          been "effected  without receipt of  consideration by the Company." The
          exercise  price of this  Option  shall  also be  adjusted  upon such a
          subdivision or consolidation of the shares. In the event of a proposed
          dissolution or liquidation of the Company,  a merger or  consolidation
          in which the Company is not the surviving  entity, or a sale of all or
          substantially  all of the assets of the Company,  all options  granted
          herein  shall  immediately  vest and be  exercisable.  Subject  to any
          required  action by the  stockholders  of the Company,  if the Company
          shall be the  surviving  entity in any merger or  consolidation,  this
          Option  thereafter  shall  pertain to and apply to the  securities  to
          which a holder of Shares  equal to the Shares  subject to this  Option
          would have been  entitled by reason of such  merger or  consolidation,
          and the vesting provisions of Section 3 shall continue to apply.

     5.   REGISTRATION  RIGHTS.  The  Optionee  shall have the right to register
          Shares  covered by this Option upon the Company  filing a registration
          statement, in the event this Option is exercised prior to September 1,
          2002.

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     6.   ACCEPTANCE OF OPTION. By accepting this Option, the Optionee is hereby
          acknowledging  that  he/she is a  sophisticated  investor,  capable of
          fully  understanding  either individually or with the assistance of an
          investment  advisor,  the  financial  and  other  ramifications  of an
          investment  in the  Options  and the Shares  underlying  the  Options.
          Optionee  has had an  opportunity  to request any and all  information
          from  Company  management  and  has  not  been  denied  access  to any
          information  so requested.  Optionee has received a Private  Placement
          Memorandum summarizing the business operations of the Company.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                        MSTG SOLUTIONS, INC.


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                                        BY:
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                                        ITS:
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                                    EXHIBIT A

     NAME:_____________________________

     SIGNATURE:________________________

     NUMBER OF OPTIONS RECEIVED:_______

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                                    EXHIBIT B

                               NOTICE OF EXERCISE

     By affixing their signature  below,  the  undersigned  hereby is exercising
________  options to acquire the shares of common stock of MSTG Solutions,  Inc.
at a price of $___________  ($0.25 or $0.50) per share.  Attached to this Notice
of Exercise is the original option agreement issued to me.


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Signature of Optionee

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