<PAGE>   1


                                 Exhibit 99(b)









                                      1999

                               STOCK OPTION PLAN

                                       OF

                            INNOVA PURE WATER, INC.





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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----
<S>                                                                       <C>
1.  PURPOSE                                                                 1
2.  ADMINISTRATION                                                          1
     2.1  The Board                                                         1
     2.2. The Committee                                                     1
     2.3  No Liability                                                      2
3.  STOCK                                                                   2
4.  ELIGIBILITY                                                             2
5.  EFFECTIVE DATE AND TERM OF THE PLAN                                     2
     5.1. Effective Date                                                    2
     5.2. Term                                                              3
6.  GRANT OF OPTIONS                                                        3
7.  LIMITATION ON INCENTIVE STOCK OPTIONS                                   3
8.  OPTION AGREEMENTS                                                       3
9.  OPTION PRICE                                                            3
10. TERM AND EXERCISE OF OPTIONS                                            4
     10.1. Term and Exercise                                                4
     10.2. Option Period and Limitations on Exercise                        4
     10.3. Method of Exercise                                               4
11. TRANSFERABILITY                                                         5
     11.1. Transferability of Options                                       5
     11.2. Transferability of Shares                                        5
     11.3. Repurchase Rights                                                6
     11.4. Put Rights                                                       6
     11.5. Legend Describing Restrictions and Obligations                   6
12. TERMINATION OF EMPLOYMENT                                               7
13. RIGHTS IN THE EVENT OF DEATH OR DISABILITY                              7
     13.1. Death                                                            7
     13.2. Disability                                                       8
14. USE OF PROCEEDS                                                         8
15. SECURITIES ACT OF 1933                                                  8
16. SECURITIES EXCHANGE ACT OF 1934: RULE 16B-3                             9
     16.1. General                                                          9
     16.2. Stock Option Committee                                           9
     16.3. Action by the Board                                              9
     16.4. Additional Restriction on Transfer of Stock                      9
     16.5. Additional Requirement of Stockholders Approval                  9
17. AMENDMENT AND TERMINATION OF THE PLAN                                  10
18. EFFECT OF CHANGES IN CAPITALIZATION                                    10
     18.1. Changes in Stock                                                10
     18.2. Reorganization With Corporation Surviving                       10
     18.3. Other Reorganizations; Sale of Assets/Stock                     11
     18.4. Adjustments                                                     11
     18.5. No Limitations on Corporation                                   11
19. DISCLAIMER OF RIGHTS                                                   12
20. NONEXCLUSIVITY OF THE PLAN                                             12
</TABLE>



<PAGE>   3


                               STOCK OPTION PLAN

         Innova Pure Water, Inc., a Florida corporation (the "Corporation"),
sets forth the terms of this Stock Option Plan (the "Plan") as follows:

1.       PURPOSE

         The Plan is intended to advance the interests of the Corporation by
providing eligible individuals (as designated pursuant to Section 4 below) an
opportunity to acquire (or increase) a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and its subsidiaries and will encourage
such eligible individuals to remain in the employ or service of the Corporation
or that of one or more of its subsidiaries. Each stock option granted under the
Plan (an "Option") is intended to be an "incentive stock option" ("Incentive
Stock Option") within the meaning of Section 422 of the Internal Revenue Code
of 1986, or the corresponding provision of any subsequently enacted tax
statute, as amended from time to time (the "Code"), except to the extent that
any such Option would exceed the limitations set forth in Section 7 below and
except for Options specifically designated at the time of grant as not being
"incentive stock options."

2.       ADMINISTRATION

         2.1.   THE BOARD

                The Plan shall be administered by the Board of Directors of the
Corporation (the "Board"), which shall have the full power and authority to
take all actions and to make all determinations required or provided for under
the Plan or any Option granted or Option Agreement (as defined in Section 8
below) entered into hereunder and all such other actions and determinations not
inconsistent with the specific terms and provisions of the Plan deemed by the
Board to be necessary or appropriate to the administration of the Plan or any
Option granted or Option Agreement entered into hereunder. The interpretation
and construction by the Board of any provision of the Plan or of any Option
granted or Option Agreement entered into hereunder shall be final and
conclusive.

         2.2.   THE COMMITTEE

                The Board may from time to time appoint a Stock Option
Committee (the "Committee"). The Board, in its sole discretion, may provide
that the role of the Committee shall be limited to making recommendations to
the Board concerning any determinations to be made and actions to be taken by
the Board pursuant to or with respect to the Plan, or the Board may delegate to
the Committee such powers and authorities related to the administration of the
Plan, as set forth in Section 2.1 above, as the Board shall determine,
consistent with the Certificate of Incorporation and Bylaws of the Corporation
and applicable law. In the event that the Plan or any Option granted or Option
Agreement entered into hereunder provides for any action to be taken by or
determination to be made by the Board, such action may be taken by or such
determination may be made by the Committee if the power and authority to do so
has been delegated to the Committee by the Board as provided for in this
Section. Unless




<PAGE>   4

otherwise expressly determined by the Board, any such action or determination
by the Committee shall be final and conclusive.

         2.3.   NO LIABILITY

                No member of the Board or of the Committee shall be liable for
any action or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Option granted or
Option Agreement entered into hereunder.

3.       STOCK

         The stock that may be issued pursuant to Options granted under the
Plan shall be shares of Common Stock and/or shares of Preferred Stock of the
Corporation (such shares of Common Stock and Preferred Stock being collectively
referred to herein as the "Stock"), which shares may be treasury shares or
authorized but unissued shares. The number of shares of Stock that may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate 1,000,000 shares of Stock, which number of shares is subject to
adjustment as provided in Section 18 below. If any Option expires, terminates
or is terminated for any reason prior to exercise in full, the shares of Stock
that were subject to the unexercised portion of such Option shall be available
for future Options granted under the Plan.

4.       ELIGIBILITY

         Options may be granted under the Plan to any employee of the
Corporation or any "subsidiary corporation" thereof within the meaning of
Section 424(f) of the Code (a "Subsidiary") (including any such employee who is
an officer or director of the Corporation or any Subsidiary) as the Board shall
determine and designate from time to time prior to expiration or termination of
the Plan. An individual may hold more than one Option, subject to such
restrictions as are provided herein. The maximum number of shares of Stock
subject to Options that may be granted under the Plan to any employee of the
Corporation or any Subsidiary is 200,000 shares in any calendar year (subject
to adjustment pursuant to Section 18 hereof).

5.       EFFECTIVE DATE AND TERM OF THE PLAN

         5.1.   EFFECTIVE DATE

                The Plan shall become effective as of the date of adoption by
the Board ("effective date"), subject to stockholders' approval of the Plan
within one year of such effective date by a majority of the votes cast at a
duly held meeting of the stockholders of the Corporation at which a quorum
representing a majority of all outstanding stock is present, either in person
or by proxy, and voting on the matter, or by written consent in accordance with
applicable state law and the articles of incorporation and by-laws of the
Corporation; provided, however, that upon approval of the Plan by the
stockholders of the Corporation as set forth above, all options granted under
the Plan on or after the effective date shall be fully effective as if the
stockholders of the Corporation had approved the Plan on the effective date. If
the stockholders fail to approve the Plan within one year of such effective
date, any options granted hereunder shall be null, void and of no effect.





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<PAGE>   5

         5.2.   TERM

                The Plan shall terminate on the date ten years after the
effective date.

6.       GRANT OF OPTIONS

         Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time prior to the date of termination of the Plan, grant
to such eligible individuals as the Board may determine ("Optionees") Options
to purchase such number of shares of the Stock on such terms and conditions as
the Board may determine, including any terms or conditions which may be
necessary to qualify such Options as "incentive stock options" under Section
422 of the Code. The date on which the Board approves the grant of an Option
shall be considered the date on which such Option is granted.

7.       LIMITATION ON INCENTIVE STOCK OPTIONS

         An Option shall constitute an Incentive Stock Option only to the
extent that the aggregate fair market value (determined at the time the Option
is granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year (under
the Plan and all other plans of the Optionee's employer corporation and its
parent and subsidiary corporations within the meaning of Section 422(d) of the
Code) does not exceed $100,000.

8.       OPTION AGREEMENTS

         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements") to be executed by the Corporation and by the
Optionee, in such form or forms as the Board shall from time to time determine.
Option Agreements covering Options granted from time to time or at the same
time need not contain similar provisions; provided, however, that all such
Option Agreements shall comply with all terms of the Plan.

9.       OPTION PRICE

         The purchase price of each share of the Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement. In the case of an Option that is intended to constitute an Incentive
Stock Option, the option price shall be not less than the greater of fifty
cents ($.50) per share or 100 percent of the fair market value of a share of
the Stock covered by the Option on the date the Option is granted (as
determined below); provided, however, that in the event the Optionee would
otherwise be ineligible to receive an Incentive Stock Option by reason of the
provisions of Sections 422(b)(6) and 424(d) of the Code (relating to stock
ownership of more than ten percent), the Option Price of an Option which is
intended to be an Incentive Stock Option shall be not less than the greater of
fifty cents ($.50) per share or 110 percent of the fair market value of a share
of the Stock covered by the Option at the time such Option is granted. In the
event that the Stock is listed on an established national or regional stock
exchange, is admitted to quotation on the National Association of Securities
Dealers Automated Quotation System, or is publicly traded in an established
securities market, in determining the fair market value of the Stock, the Board
shall use the closing price of the






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<PAGE>   6

Stock on such exchange or System or in such market (the highest such closing
price if there is more than one such exchange or market) on the date the Option
is granted (or, if there is no such closing price, then the Board shall use the
highest bid price on such date), or, if no sale of the Stock has been made on
such day, on the next preceding day on which any such sale shall have been
made. In the case of an Option not intended to constitute an Incentive Stock
Option, the Option Price shall be not less than the par value of the Stock
covered by the Option.

10.      TERM AND EXERCISE OF OPTIONS

         10.1.  TERM AND EXERCISE

                Each Option granted under the Plan shall terminate and all
rights to purchase shares thereunder shall cease upon the expiration of ten
years (ten years and 30 days, in the case of an Option which is not designated
as an Incentive Stock Option) from the date such Option is granted, or on such
date prior thereto as may be fixed by the Board and stated in the Option
Agreement relating to such Option; provided , however, that in the event the
Optionee would otherwise be ineligible to receive an Incentive Stock Option by
reason of the provisions of Sections 422(b)(6) and 424(d) of the Code (relating
to stock ownership of more than ten percent), an Option granted to such
Optionee which is intended to be an Incentive Stock Option shall in no event be
exercisable after the expiration of five years from the date it is granted.

         10.2.  OPTION PERIOD AND LIMITATIONS ON EXERCISE

                Each Option granted under the Plan shall be exercisable, in
whole or in part, at any time and from time to time over a period commencing on
or after the date of grant and ending upon the expiration or termination of the
Option, as the Board shall determine and set forth in the Option Agreement
relating to such Option. Without limiting the foregoing, the Board, subject to
the terms and conditions of the Plan, may in its sole discretion provide that
an Option may not be exercised in whole or in part for a stated period or
periods of time during which such Option is outstanding; provided, however,
that any such limitation on the exercise of an Option contained in any Option
Agreement may be rescinded, modified or waived by the Board, in its sole
discretion, at any time and from time to time after the date of grant of such
Option, so as to accelerate the time at which the Option may be exercised.
Notwithstanding any other provisions of the Plan, no Option shall be
exercisable in whole or in part prior to the date the Plan is approved by the
stockholders of the Corporation as provided above.

         10.3.  METHOD OF EXERCISE

                An Option that is exercisable hereunder may be exercised by
delivery to the Corporation on any business day, at its principal office
addressed to the attention of the President, of written notice of exercise,
which notice shall specify the number of shares with respect to which the
Option is being exercised and shall be accompanied by payment in full of the
Option Price of the shares for which the Option is being exercised. The minimum
number of shares of Stock with respect to which an Option may be exercised, in
whole or, in part, at any time shall be the lesser of 100 shares or the maximum
number of shares available for purchase under the Option at the time of
exercise. Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made, as determined by the Board
and set forth in the Option Agreement pertaining to an Option, either (i) in
cash or by check







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payable to the order of the Corporation (which check may, in the discretion of
the Corporation, be required to be certified); (ii) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at
their fair market value (determined in the manner described in Section 9 above)
on the date of exercise; or (iii) by a combination of the methods described in
(i) and (ii); provided, however, that the Board may in its discretion impose
and set forth in the Option Agreement pertaining to an Option such limitations
or prohibitions on the use of shares of Stock to exercise Options as it deems
appropriate. An attempt to exercise any Option granted hereunder other than as
set forth above shall be invalid and of no force and effect. Promptly after the
exercise of an Option and the payment in full of the Option Price of the shares
of Stock covered thereby, the individual exercising the Option shall be
entitled to the issuance of a Stock certificate or certificates evidencing his
or her ownership of such shares. A separate Stock certificate or certificates
shall be issued for any shares purchased pursuant to the exercise of an Option
which is an Incentive Stock Option, which certificate or certificates shall not
include any shares which were purchased pursuant to the exercise of an Option
which is not an Incentive Stock Option. An individual holding or exercising an
Option shall have none of the rights of a stockholder until the shares of Stock
covered thereby are fully paid and issued to him, and, except as provided in
Section 18 below, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.

11.      TRANSFERABILITY

         11.1.  TRANSFERABILITY OF OPTIONS

                During the lifetime of an Optionee, only such Optionee (or, in
the event of legal incapacity or incompetency, the Optionee's guardian or legal
representative) may exercise the Option. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

         11.2.  TRANSFERABILITY OF SHARES

                An Optionee (or any other person who is entitled to exercise an
Option pursuant to the terms of this Plan) shall not sell, pledge, assign, give
or otherwise transfer or dispose of any Stock acquired pursuant to an Option
without first offering such Stock to the Corporation for purchase on the same
terms and conditions as those offered to the proposed transferee. Any
individual who proposes such a transfer (the "Transferor") shall notify the
Corporation, in writing of the identity of the proposed transferee and the
terms and conditions of the proposed transfer. The Corporation may exercise its
right of first refusal under this Subsection within 30 days after receiving
such notice of the proposed transfer. The Corporation may assign its right of
first refusal under this Subsection, in whole or in part, to a Stockholder, a
Plan or an Affiliate. The Corporation shall give reasonable written notice to
the Transferor of any such assignment of its rights. If the Corporation (or its
permitted assignee) fails to exercise such right of first refusal during this
30-day period, the Transferor may proceed with the proposed transfer at any
time within the next 45 days, and such transfer is not completed within such
time, the restrictions of this Subsection shall re-apply. These restrictions
also shall re-apply to any person to whom Stock that was originally acquired
pursuant to an Option is sold, pledged, assigned, bequeathed, given or
otherwise transferred, without regard to the number of such subsequent
transferees or the manner in which they acquire the Stock. Notwithstanding the
foregoing, the






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<PAGE>   8

restrictions of this Subsection shall not apply to a transfer of Stock that
occurs as a result of the death of the Transferor or of any subsequent
transferee, as defined in the Code or the Employee Retirement Income Security
Act of 1974, as amended, but such restrictions shall apply to the executor,
administrator or personal representative, the estate and the legatees,
beneficiaries and assigns thereof.

         11.3.  REPURCHASE RIGHTS

                Upon the termination of employment with the Corporation of an
employee who has been granted one or more Option(s) hereunder, the Corporation
shall have the right, for a period of 60 days following such termination, to
repurchase any or all of the shares of Stock acquired by the employee pursuant
to such Option(s), at a price equal to the fair market value of such shares on
the date of termination (or at such lower price as shall have been specified by
the Board and set forth in the applicable Option Agreement(s)). Upon the
exercise of one or more Option(s) granted hereunder following termination of
employment, the Corporation shall have the right, for a period of 60 days
following such exercise, to repurchase any or all of the shares of Stock
acquired by the employee pursuant to such Option(s), at a price equal to the
fair market value of such shares on the date of exercise (or at such lower
price as shall have been specified by the Board and set forth in the applicable
Option Agreement(s)). In the event that the Corporation determines that it
cannot or will not exercise its right to purchase Stock pursuant to this
Subsection, in whole or in part, the Corporation may assign its rights
hereunder, in whole or in part, to (1) any stockholder of the Corporation who
owns stock or securities of the Corporation having more than 50% of the
combined voting power of all classes of stock of the Corporation (a
"Stockholder"), (2) any employee benefit plan (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended)
maintained by the Corporation for the benefit of employees of the Corporation
(a "Plan"), or (3) any corporation or other trade or business that is
controlled by or under common control with the Corporation (determined in
accordance with the principles of Section 414(b) and (c) of the Cod and the
regulations thereunder) (an "Affiliate"). The Corporation shall give reasonable
written notice to the employee of any assignment of its rights. "Fair market
value," for purposes of this Subsection, shall be determined by the Board in
the same manner specified for determining the Option Price pursuant to Section
9 above.

         11.4.  PUT RIGHTS

                The Board, by inclusion of appropriate language in an Option
Agreement, may grant the right to put Stock acquired pursuant to an Option to
the Corporation at the fair market value of such Stock (as determined by the
Board in the same manner specified for determining the Option Price pursuant to
Section 9 above) at the time of exercise of such put, or at such other value as
shall be specified in the Option Agreement. Any such put shall be subject to
such further terms and conditions as the Board shall include in the Option
Agreement.

         11.5.  LEGEND DESCRIBING RESTRICTIONS AND OBLIGATIONS

                The Board may cause a legend to be placed prominently on
certificates representing Stock issued pursuant to this Plan in order to give
notice of the transferability restrictions and obligations imposed by this
Section.





                                       6

<PAGE>   9

12.      TERMINATION OF EMPLOYMENT

         On the 30th day following the termination of the employment of an
Optionee with the Corporation or a Subsidiary, other than by reason of the
death or "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Optionee, any Option granted to an Optionee
pursuant to the Plan shall terminate, and such Optionee shall have no further
right to purchase shares of Stock pursuant to such Option; provided, however,
that in the event that such termination of employment is by reason of the
Optionee's retirement with the consent of the Corporation or a Subsidiary in
accordance with the normal retirement policies of the Corporation or a
Subsidiary, as the case may be, then such Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 10 above),
at any time within three months after such retirement and prior to termination
of the Option pursuant to Section 10 above, to exercise, in whole or in part,
any Option held by such Optionee at the date of such retirement, whether or not
such Option was exercisable immediately prior to such retirement; provide
further, that the Board may provide, by inclusion of appropriate language in
any Option Agreement, that an Optionee may (subject to the general limitations
on exercise set forth in Section 10 above), in the event of termination of
employment of the Optionee with the Corporation or a Subsidiary, exercise an
Option, in whole or in part, at any time subsequent to such termination of
employment and prior to termination of the Option pursuant to Section 10 above,
either subject to or without regard to any installment limitation on exercise
imposed pursuant to Section 10 above, as the Board, in its sole and absolute
discretion, shall determine and set forth in the Option Agreement. Whether a
termination of employment is to be considered by reason of retirement with the
consent of the Corporation or a Subsidiary in accordance with the normal
retirement policies of the Corporation, or a Subsidiary, as the case may be,
and whether a leave of absence or leave on military or government service shall
constitute a termination of employment for purposes of the Plan, shall be
determined by the Board, which determination shall be final and conclusive. For
purposes of the Plan, a termination of employment with the Corporation or a
Subsidiary shall not be deemed to occur if the Optionee is immediately
thereafter employed with the Corporation or any other Subsidiary.

13.      RIGHTS IN THE EVENT OF DEATH OR DISABILITY

         13.1.  DEATH

                If an Optionee dies while employed by the Corporation or a
Subsidiary, the executors or administrators or legatees or distributees of such
Optionee's estate shall have the right (subject to the general limitations on
exercise set forth in Section 10 above), at any time within one year after the
date of such Optionee's death and prior to termination of the Option pursuant
to Section 10 above, to exercise any Option held by such Optionee at the date
of such Optionee's death, whether or not such Option was exercisable
immediately prior to such Optionee's death; provided, however, that the Board
may provide by inclusion of appropriate language in any Option Agreement that,
in the event of the death of an Optionee, the executors or administrators or
legatees or distributees of such Optionee's estate may exercise an Option
(subject to the general limitations on exercise set forth in Section 10 above),
in whole or in part, at any time subsequent to such Optionee's death and prior
to termination of the Option pursuant to Section 10 above, either subject to or
without regard to any installment limitation on exercise imposed pursuant to
Section 10 above, as the Board, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement.





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<PAGE>   10

         13.2.  DISABILITY

                If an Optionee terminates employment with the Corporation or a
Subsidiary by reason of the "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) of such Optionee, then such Optionee
shall have the right (subject to the general limitations on exercise set forth
in Section 10 above), at any time within one year after such termination of
employment and prior to termination of the Option pursuant to Section 10 above,
to exercise, in whole or in part, any Option held by such Optionee at the date
of such termination of employment, whether or not such Option was exercisable
immediately prior to such termination of employment; provided, however, that
the Board may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 10 above), in the event of the termination of employment
of the Optionee with the Corporation or a Subsidiary by reason of the
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Optionee, exercise an Option, in whole or in part, at any time
subsequent to such termination of employment and prior to termination of the
Option pursuant to Section 10 above, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 10 above, as the
Board, in its sole and absolute discretion, shall determine and set forth in
the Option Agreement. Whether a termination of employment is to be considered
by reason of "permanent and total disability" for purposes of this Plan shall
be determined by the Board, which determination shall be final and conclusive.

14.      USE OF PROCEEDS

         The proceeds received by the Corporation from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of
the Corporation

15.      SECURITIES ACT OF 1933

         The Corporation shall not be required to sell or issue any shares of
Stock under any Option if the sale or issuance of such shares would constitute
a violation by the individual exercising the Option or the Corporation of any
provisions of any law or regulation of any governmental authority, including
without limitation any federal or state securities laws or regulations.
Specifically in connection with the Securities Act of 1933, as amended (the
"Securities Act"), upon exercise of any Option, unless a registration statement
under such Act is in effect with respect to the shares of Stock covered by such
Option, the Corporation shall not be required to sell or issue such shares
unless the Corporation has received evidence satisfactory to it that the holder
of such Option may acquire such shares pursuant to an exemption from
registration under such Act. Any determination in this connection by the
Corporation shall be final, binding, and conclusive. The Corporation may, but
shall in no event be obligated to, register any securities covered hereby
pursuant to the Securities Act. The Corporation shall not be obligated to take
any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority. As to any jurisdiction that expressly imposes the
requirement that an Option shall not be exercisable unless and until the shares
of Stock covered by such Option are registered or are subject to an available
exemption from registration, the exercise of such





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<PAGE>   11

Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

16.      SECURITIES EXCHANGE ACT OF 1934: RULE 16b-3

         16.1.  GENERAL

                The Plan is intended to comply with Rule 16b-3 ("Rule 16b-3")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
from and after the date on which the Corporation first registers a class of
equity security under Section 12 of the Exchange Act (the "Registration Date").
From and after the Registration Date, any provision inconsistent with Rule
16b-3 (as in effect on the Registration Date) shall, to the extent permitted by
law and determined to be advisable by the Committee (constituted in accordance
with Section 10) or the Board (acting pursuant to Section 10), be inoperative
and void. Moreover, in the event that the Plan does not include a provision
required by Rule 16b-3 to be stated therein, such provision (other than one
relating to eligibility requirements and the amount or timing of awards) shall
be deemed automatically to be incorporated into the Plan insofar as
participants subject to Section 16 are concerned. In addition, from and after
the Registration Date the provisions set forth in Sections 16.2 through 16.5
shall apply.

         16.2.  STOCK OPTION COMMITTEE

                From and after the Registration Date, the Committee appointed
pursuant to Section 2.2 shall consist of not fewer than two members of the
Board, neither of whom, during the twelve months prior to service on such
Committee, shall have been granted an Option under this Plan and each of whom
shall qualify (at the time of appointment to the Committee and during all
periods of service on the Committee) in all respects as a "disinterested
person" as defined in Rule 16b-3.

         16.3.  ACTION BY THE BOARD

                From and after the Registration Date, the Board may act under
the Plan other than by, or in accordance with the recommendations of, the
Committee, constituted as set forth in Section 2.2 above, only if all members
of the Board are "disinterested persons" as defined in Rule 16b-3.

         16.4.  ADDITIONAL RESTRICTION ON TRANSFER OF STOCK

                From and after the Registration Date, no director, officer or
other "insider" of the Corporation subject to Section 16 of the Exchange Act
shall be permitted to sell Stock (which such "insider" had received upon
exercise of an Option) during the six months immediately following the grant of
such Option.

         16.5.  ADDITIONAL REQUIREMENT OF STOCKHOLDERS' APPROVAL

                From and after the Registration Date, no amendment by the Board
shall, without approval by a majority of the votes cast at a duly held meeting
of the stockholders of the Corporation at which a quorum representing a
majority of all outstanding stock is present, either





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<PAGE>   12

in person or by proxy, and voting on the amendment, or by written consent in
accordance with applicable state law and the articles of incorporation and
by-laws of the Corporation, materially increase the benefits accruing to
eligible individuals under the Plan or take any other action that would require
the approval of such stockholders pursuant to Rule 16b-3.

17.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board shall, without
approval by a majority of the votes cast at a duly held meeting of the
stockholders of the Corporation at which a quorum representing a majority of
all outstanding stock is present, either in person or by proxy, and voting on
the amendment, or by written consent in accordance with applicable state law
and the articles of incorporation and by-laws of the Corporation, materially
change the requirements as to eligibility to receive Options or increase the
maximum number of shares of Stock in the aggregate that may be sold pursuant to
Options granted under the Plan (except as permitted under Section 18 hereof.
Except as permitted under Section 18 hereof, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of the Option,
alter or impair rights or obligations under any Option theretofore granted
under the Plan.

18.      EFFECT OF CHANGES IN CAPITALIZATION

         18.1.  CHANGES IN STOCK

                If the outstanding shares of Stock are increased or decreased
or changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of the conversion of the outstanding
shares of Preferred Stock to shares of Common Stock of the Corporation pursuant
to the terms of the Certificate of Incorporation of the Corporation, or by
reason of any recapitalization, reclassification, stock split-up, combination
of shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Corporation, occurring after the effective date
of the Plan, the number and kinds of shares for the purchase of which Options
may be granted under the Plan shall be adjusted proportionately and accordingly
by the Corporation. In addition, the number and kind of shares for which
Options are outstanding shall be adjusted proportionately and accordingly, so
that the proportionate interest of the holder of the Option immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding Options
shall not change the aggregate Option Price payable with respect to shares
subject to the unexercised portion of the Option outstanding shall include a
corresponding proportionate adjustment in the Option Price per share.

         18.2.  REORGANIZATION WITH CORPORATION SURVIVING

                Subject to Section 18.3 hereof, if the Corporation shall be the
surviving corporation in any reorganization, merger or consolidation of the
Corporation with one or more other corporations, any Option theretofore granted
pursuant to the Plan shall pertain to and apply to the securities to which a
holder of the number of shares of Stock subject to such Option would have been
entitled immediately following such reorganization, merger or





                                      10
<PAGE>   13

consolidation, with a corresponding proportionate adjustment of the Option
Price per share so that the aggregate Option Price thereafter shall be the same
as the aggregate Option Price of the shares remaining subject to the Option
immediately prior to such reorganization, merger or consolidation.

         18.3.  OTHER REORGANIZATIONS; SALE OF ASSETS/STOCK

                Upon the dissolution or liquidation of the Corporation, or upon
a merger, consolidation or reorganization of the Corporation with one or more
other corporations in which the Corporation is not the surviving corporation,
or upon a sale of substantially all of the assets of the Corporation to another
corporation, or upon any transaction (including, without limitation, a merger
or reorganization in which the Corporation is the surviving corporation)
approved by the Board which results in any person or entity owning 80 percent
or more of the combined voting power of all classes of stock of the
Corporation, the Plan and all Options outstanding hereunder shall terminate,
except to the extent provision is made in writing in connection with such
transaction for the continuation of the Plan and/or the assumption of the
Options theretofore granted, or for the substitution for such Options of new
options covering the stock of a successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, each individual holding an Option
shall have the right (subject to the general limitations on exercise set forth
in Section 10 above), immediately prior to the occurrence of such termination
and during such period occurring prior to such termination as the Board in its
sole discretion shall designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at the time such
termination occurs and without regard to any installment limitation on exercise
imposed pursuant to Section 10 above, but subject to any additional limitations
that the Board may, in its sole discretion, include in any Option Agreement.
The Board shall send written notice of an event that will result in such a
termination to all individuals who hold Options not later than the time at
which the Corporation gives notice thereof to its stockholders.

         18.4.  ADJUSTMENTS

                Adjustments under this Section related to stock or securities
of the Corporation shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. No fractional shares of Stock
or units of other securities shall be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment shall be eliminated in
each case by rounding downward to the nearest whole share or unit.

         18.5.  NO LIMITATIONS ON CORPORATION

                The grant of an Option pursuant to the Plan shall not affect or
limit in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer any or an part of its business or assets.





                                      11
<PAGE>   14

19.      DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Corporation or any
Subsidiary, or to interfere in any way with the right and authority of the
Corporation or any Subsidiary either to increase or decrease the compensation
of any individual at any time, or to terminate any employment or other
relationship between any individual and the Corporation or any Subsidiary.

20.      NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a
particular individual or individuals) as the Board in its discretion determines
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.


                              *******************







                                      12
<PAGE>   15

                            INNOVA PURE WATER, INC.

                       INCENTIVE, STOCK OPTION AGREEMENT

         This Stock Option Agreement (the "Option Agreement") is made as of
_______________________, by and between Innova Pure Water, Inc., a Florida
corporation (the "Corporation"), and ___________________________ an employee of
the Corporation or one or more of its subsidiaries (the "Optionee").

         WHEREAS, the Board of Directors of the Corporation have duly adopted
and approved the Stock Option Plan (the "Plan"), which authorizes the
Corporation to grant to eligible individuals options for the purchase of shares
of the Corporation's Common Stock (the "Stock"); and

         WHEREAS, the Corporation has determined that it is desirable and in
its best interests to grant to the Optionee, pursuant to the Plan, an option to
purchase a certain number of shares of Stock, in order to provide the Optionee
with an incentive to advance the interests of the Corporation, all according to
the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto do hereby agree as follows:

1.       GRANT OF OPTION

         Subject to the terms of the Plan, the Corporation hereby grants to the
Optionee the right and option (the "Option") to purchase from the Corporation,
on the terms and subject to the conditions set forth in the Plan and in this
Option Agreement, shares of Stock. The date of grant of this Option is
__________________________, the date on which the grant of the Option was
approved by the Board of Directors of the Corporation (the "Board") or by the
Board's Stock Option Committee.

2.       TERMS OF PLAN

         The Option granted pursuant to this Option Agreement is granted
subject to the terms and conditions set forth in the Plan (a copy of which is
available from the Corporation upon request and has previously been provided to
the Optionee or is attached hereto). All terms and conditions of the Plan, as
may be amended from time to time, are hereby incorporated into this Option
Agreement by reference and shall be deemed to be part of this Option Agreement,
without regard to whether such terms and conditions (including, for example,
provisions relating to exercise or termination of the Option following the
Optionee's termination of employment, disability, death, or retirement or
certain changes in capitalization of the Corporation) are not otherwise set
forth in this Option Agreement. In the event that there is any inconsistency
between the provisions of this Option Agreement and of the Plan, the provisions
of the Plan shall govern.




<PAGE>   16

3.       PRICE

         The purchase price (the "Option Price") for the shares of Stock
subject to the Option granted by this Option Agreement is $_________ per share.

4.       EXERCISE OF OPTION

         Except as otherwise provided herein, and subject to the provisions of
the Plan (including, for example, provisions relating to exercise or
termination of the Option following the Optionee's termination of employment,
disability, death, or retirement or certain changes in capitalization of the
Corporation), the Option granted pursuant to this Option Agreement shall be
subject to exercise as follows:

         4.1.   TIME OF EXERCISE OF OPTION

                The Optionee may exercise the Option (subject to the
limitations on exercise set forth in this Option Agreement and in the Plan), in
installments as follows: on the second anniversary of the date of grant of the
Option, as set forth in Section 1 above, the Option shall be exercisable in
respect of 50% of the number of shares specified in Section 1 above; the option
shall be exercisable in respect of an additional 25% of the number of shares
specified in Section 1 above on the third anniversary of the date of the grant;
and the option shall be exercisable in respect of the remaining 25% of the
number of shares specified in Section 1 above on the fourth anniversary of the
date of the grant. The foregoing installments, to the extent not exercised,
shall accumulate and be exercisable, in whole or in part, at any time and from
time to time, after becoming exercisable and prior to the termination of the
Option; provided, that no single exercise of the Option shall be for fewer than
100 shares, unless the number of shares purchased is the total number at the
time available for purchase under this Option.

         4.2.   TERMINATION OF OPTION

                The Option shall terminate upon the earlier of (i) the
expiration of a period of ten years from the date of grant of the Option, as
set forth in Section 1 above, or (ii) the Optionee's termination of employment
with the Corporation or a subsidiary thereof, provided, however, that if such
termination of employment falls within the scope of one of the provisions of
the Plan providing for an extended exercise period, the Option shall terminate
upon the expiration of the period after the Optionee's termination of
employment with the Corporation or a subsidiary thereof within which the Option
is exercisable as specified in such provision.

         4.3.   LIMITATIONS ON EXERCISE OF OPTION

                Notwithstanding the foregoing Subsections, in no event may the
Option be exercised, in whole or in part, prior to the date on which the Plan
is approved by the stockholders of the Corporation, or after ten years
following the date upon which the Option is granted, as set forth in Section 1
above, or after the occurrence of an event that results in termination of the
Option under the Plan. In no event may the Option be exercised for a fractional
share of Stock.




<PAGE>   17

         4.4.   METHOD OF EXERCISE OF OPTION

                Subject to the terms and conditions of this Option Agreement,
the Option may be exercised by delivering written notice of exercise to the
Corporation, at its principal office, addressed to the attention of the
President, which notice shall specify the number of shares for which the Option
is being exercised, and shall be accompanied by payment in. full of the Option
Price of the shares for which the Option is being exercised. Payment of the
Option Price for the shares of Stock purchased pursuant to the exercise of the
Option shall be made either (i) in cash or by check payable to the order of the
Corporation; (ii) through the tender to the Corporation of shares of Stock,
which shares shall be valued, for purposes of determining the extent to which
the Option Price has been paid thereby, at their fair market value (determined
in the manner specified in the Plan) on the date of exercise; or (iii) by a
combination of the methods described in (i) and (ii). If the person exercising
the Option is not the Optionee, such person shall also deliver with the notice
of exercise appropriate proof of his or her right to exercise the Option. An
attempt to exercise the Option granted hereunder other than as set forth above
shall be invalid and of no force and effect. Promptly after exercise of the
Option as provided for above, the Corporation shall deliver to the person
exercising the Option a certificate or certificates for the shares of Stock
being purchased.

         4.5.   PARACHUTE LIMITATION'S

                Notwithstanding any other provision of this Option Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into by the Optionee with the Corporation (or any subsidiary or
affiliate thereof), except an agreement, contract, or understanding hereafter
entered into that expressly modifies or excludes application of this Subsection
(the "Other Agreements"), and notwithstanding any formal or informal plan or
other arrangement heretofore or hereafter adopted by the Corporation (or any
such subsidiary or affiliate) for the direct or indirect compensation of the
Optionee (including groups or classes of participants or beneficiaries of which
the Optionee is a member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Optionee (an "Other Benefit
Plan"), the Optionee shall not have any right to exercise an Option or to
receive any payment or other benefit under this Option Agreement, any Other
Agreement, or any Other Benefit Plan if such right to exercise, payment, or
benefit, taking into account all other rights, payments, or benefits to or for
the Optionee under this Option Agreement, all Other Agreements, and all Other
Benefit Plans would cause any right, payment, or benefit to the Optionee under
this Option Agreement to be considered a "parachute payment" within the meaning
of Section 28OG(b)(2) of the Internal Revenue Code as then in effect (a
"Parachute Payment"). In the event that the receipt of any such right to
exercise or any other payment or benefit under this Option Agreement, any Other
Agreement, or any Other Benefit Plan would cause the Optionee to be considered
to have received a Parachute Payment under this Option Agreement, then the
Optionee shall have the right, in the Optionee's sole discretion, to designate
those rights, payments, or benefits under this Option Agreement, any Other
Agreements, and/or any Other Benefit Plans, which should be reduced or
eliminated so as to avoid having the right, payment, or benefit to the Optionee
under this Option Agreement be deemed to be a Parachute Payment.




<PAGE>   18

5.       TRANSFERABILITY

         5.1.   TRANSFERABILITY OF OPTIONS

                During the lifetime of an Optionee, only such Optionee (or, in
the event of legal incapacity or incompetence, the Optionee's guardian or legal
representative) may exercise the Option. No Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

         5.2.   TRANSFERABILITY OF SHARES

                An Optionee (or any other person who is entitled to exercise an
option pursuant to the terms of this Plan) shall not sell, pledge, assign,
give, or otherwise transfer or dispose of any Stock acquired pursuant to an
Option without first offering such Stock to the Corporation for purchase on the
same terms and conditions as those offered to the proposed transferee. Any
individual who proposes such a transfer (the "Transferor") shall notify the
Corporation, in writing, of the identity of the proposed transferee and the
terms and conditions of the proposed transfer. The Corporation may exercise its
right of first refusal under this Subsection within 90 days after receiving
such notice of the proposed transfer. The Corporation may assign its right of
first refusal under this Subsection, in whole or in part, to (1) any
stockholder of the Corporation who owns stock or securities of the Corporation
having more than 50% of the combined voting power of all classes of stock of
the Corporation (a "Stockholder"); (2) any. employee benefit plan (within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended) maintained by the Corporation for the benefit of employees of the
Corporation (a "Plan"); or (3) any corporation or other trade or business that
is controlled by or under common control with the Corporation (determined in
accordance with the principles of Section 414(b) and (c) of the Code and the
regulations thereunder) (an "affiliate"). The Corporation shall give reasonable
written notice to the Transferor of any such assignment of its rights. If the
Corporation (or its permitted assignee) fails to exercise such right of first
refusal during this 90-day period, the Transferor may proceed with the proposed
transfer at any time within the next 45 days, and if such transfer is not
completed within such time, the restrictions of this Subsection shall re-apply.
These restrictions also shall re-apply to any person to whom Stock that was
originally acquired pursuant to an Option is sold, pledged, assigned,
bequeathed, given, or otherwise transferred, without regard to the number of
such subsequent transferees or the manner in which they acquire the Stock.
Notwithstanding the foregoing, the restrictions of this Subsection shall not
apply to a transfer of Stock that occurs as a result of the death of the
Transferor or of any subsequent transferee, but such restrictions shall apply
to the executor, administrator, or personal representative, the estate, and the
legatees, beneficiaries, and assigns thereof.

         5.3.   REPURCHASE RIGHTS

                Upon the termination of employment with the Corporation or a
subsidiary thereof (including without limitation termination resulting from
death or disability of the Optionee) of an employee who has been granted one or
more Option(s) hereunder, the Corporation shall have the right, for a period of
six months following such termination, to repurchase any or all of the shares
of Stock acquired by such Optionee pursuant to





<PAGE>   19

such Option(s), at a price equal to the fair market value of such shares on the
date of such termination (or at such lower price as shall have been specified
by the Board and set forth in this Option Agreement(s)). Upon the exercise,
pursuant to the terms of the Plan, of one or more Option(s) granted hereunder
following such termination of the Optionee's employment (including without
limitation termination resulting from death or disability of the Optionee), the
Corporation shall have the right, for a period of six months following such
termination, to repurchase any or all of the shares of Stock acquired pursuant
to such Option(s), at a price equal to the fair market value of such shares on
the date of such exercise (or at such lower price as shall have been specified
by the Board and set forth in this Option Agreement(s)). In the event that the
Corporation determines that it cannot or will not exercise its right to
purchase Stock pursuant to this Subsection, in whole or in part, the
Corporation may assign its rights hereunder, in whole or in part, to a
Stockholder, a Plan, or an Affiliate. The Corporation shall give reasonable
written notice to the Optionee of any assignment of its rights under this
Subsection. "Fair market value," for purposes of this Subsection, shall be
determined by the Board in the same manner specified for determining the Option
Price pursuant to the Plan.

         5.4.   PUBLICLY TRADED STOCK

                If the Stock is listed on an established national or regional
stock exchange or is admitted to quotation on the Nasdaq, or is publicly traded
in an established securities market (as determined by the Board), the foregoing
restrictions of this Section 5 shall terminate as of the first date that the
Stock is so listed, quoted, or publicly traded.

         5.5.   INSTALLMENT PAYMENTS

                In the case of any purchase of Stock pursuant to this Section
5, at the option of the Corporation or its permitted assignee or delegee, the
Corporation or its permitted assignee or delegee may pay the Optionee or other
registered owner of the Stock the purchase price in five or fewer annual
installments. Interest shall he credited on the installments at the applicable
federal rate (as determined for purposes of Section 1274 of the Code) in effect
on the date on which the purchase is made. The Corporation or its permitted
assignee or delegee shall pay at least one-fifth of the total purchase price
each year, plus interest on the unpaid balance, with the first payment being
made on or before the 60th day after the purchase.

         5.6.   LEGEND DESCRIBING RESTRICTIONS AND OBLIGATIONS

                The Board may cause a legend to be placed prominently on
certificates representing Stock issued pursuant to this Plan, in order to give
notice of the transferability restrictions and obligations imposed pursuant to
this Section 5 and applicable securities laws.




<PAGE>   20

6.       RIGHT OF SUBSTITUTION

         The Corporation reserves the right to replace the Option with options,
shares, or other rights having an equivalent value at the time of exchange and
a comparable potential for appreciation based on the Corporation's future
operations.

7.       RIGHTS AS STOCKHOLDER

         Neither the Optionee nor any executor, administrator, distributee, or
legatee of the Optionee's estate shall be, or have any of the rights or
privileges of, a stockholder of the Corporation in respect of any shares of
Stock issuable hereunder unless and until such shares have been fully paid for
and certificates representing such shares have been endorsed, transferred, and
delivered, and the name of the Optionee (or of such other person or entity) has
been entered as the stockholder of record on the books of the Corporation.

8.       WITHHOLDING OF TAXES

         The parties hereto recognize that the Corporation or a subsidiary
thereof may be obligated to withhold federal and local income taxes and Social
Security taxes to the extent that the Optionee realizes ordinary income in
connection with the exercise of the Option or in connection with a disposition
of any shares of Stock acquired by exercise of the Option. The Optionee agrees
that the Corporation or a subsidiary thereof may withhold amounts needed to
cover such taxes from payments otherwise due an owing to the Optionee, and also
agrees that upon demand the Optionee will promptly pay to the Corporation or a
subsidiary thereof having such obligation any additional amounts as may be
necessary to satisfy such withholding tax obligation. Such payment shall be
made in cash or by certified check payable to the order of the Corporation or a
subsidiary thereof.

9.       NOTIFICATION OF DISPOSITION

         The Optionee agrees to notify the Corporation in writing within 30
days of any disposition of shares of Stock acquired by the Optionee pursuant to
the exercise of this Option, if such disposition occurs within two years of the
date of grant, or one year of the date of exercise, of the Option.

10.      DISCLAIMER OF RIGHTS

         No provision in this Option Agreement shall be construed to confer
upon the Optionee the right to be employed by the Corporation or any subsidiary
thereof, or to interfere in any way with the right and authority of the
Corporation or any subsidiary thereof either to increase or decrease the
compensation of the Optionee at any time, or to terminate any employment or
other relationship between the Optionee and the Corporation or any subsidiary
thereof.




<PAGE>   21

11.      INTERPRETATION OF THIS OPTION AGREEMENT

         This Option shall constitute an incentive stock option within the
meaning of Section 422 of the Code. All decisions and interpretations made by
the Board or the Stock Option Committee thereof with regard to any question
arising under the Plan or this Option Agreement shall be binding and conclusive
on the Corporation and the Optionee and any other person entitled to exercise
the Option as provided for herein.

12.      GOVERNING LAW

         This Option Agreement shall be governed by the laws of the State of
Florida (but not including the choice of law rules thereof).

13.      BINDING EFFECT

         Subject to all restrictions provided for in this Option Agreement and
the Plan and by applicable law relating to assignment and transfer of this
Option Agreement and the Option provided for herein, this Option Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, and assigns.

14.      NOTICES

         Any notice hereunder by the Optionee to the Corporation shall be in
writing and shall be deemed duly given if mailed or delivered to the
Corporation, at its principal office, addressed to the attention of the
President, or if so mailed or delivered to such other address as the
Corporation may hereafter designate by notice to the Optionee. Any notice
hereunder by the Corporation to the Optionee shall be in writing and shall be
deemed duly given if mailed or delivered to the Optionee at the address
specified in this Option Agreement, or if so mailed or delivered to such other
address as the Optionee may hereafter designate by written notice given to the
Corporation.

15.      ENTIRE AGREEMENT

         This Option Agreement and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof. Neither
this Option Agreement nor any term hereof may be amended, waived, discharged,
or terminated except by a written instrument signed by the Corporation and the
Optionee; provided, however, that the Corporation unilaterally may waive any
provisions hereof in writing to the extent that such waiver does not adversely
affect the interests of the Optionee hereunder or otherwise cause the Option
granted hereunder not to qualify as an "incentive stock option" within the
meaning of Section 422 of the Code, but no such waiver shall operate as or be
construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

         IN WITNESS WHEREOF, the parties hereto have duly executed this Option
Agreement, or caused this Option Agreement to be duly executed on their behalf,
as of



<PAGE>   22


the day and year first above written.




Optionee Name:
              ------------------------------

Date of Grant:
              ------------------------------

Number of Shares:
                 ---------------------------

Price per Share:
                ----------------------------


                                          INNOVA PURE WATER, INC.

                                          By:
                                             ----------------------------------

                                          Title:
                                                -------------------------------



                                          OPTIONEE:

                                          Name:
                                               --------------------------------

                                          X
                                           ------------------------------------

                                          OPTIONEE ADDRESS:

                                          -------------------------------------

                                          -------------------------------------