STOCK OPTION AGREEMENT


         THIS  STOCK  OPTION  AGREEMENT  ("Agreement")  is made  by and  between
PHOTOMATRIX, INC., a California corporation, (the "Corporation"), and William L.
Grivas, a California corporation (the "Optionee").

         NOW,  THEREFORE,  in  consideration of the mutual benefit to be derived
herefrom, the Corporation and Optionee agree as follows:

         1. Grant of Option.  The  Corporation  hereby  grants to  Optionee  the
right,  privilege and option ("Option") to purchase 153,941 shares of its common
stock ("Stock") at $.4872 per share, in the manner and subject to the conditions
provided hereinafter.

         2. Time of Exercise of Option. The Option is fully vested. Any exercise
may be with respect to any part or all of the shares then  exercisable  pursuant
to such Option,  provided that the minimum  number of shares  exercisable at any
time  shall not be less than 100  shares or the  balance of shares for which the
Option is then exercisable.  Such Option must be exercised within 10 years after
the date of the grant. In no event shall the Corporation be required to transfer
fractional shares to Optionee or those entitled to Optionee's rights herein.

         3. Method of Exercise. The Option shall be exercised by Optionee by the
delivery  to  the  Corporation  on a  form  approved  by  the  Corporation  of a
fully-executed Notice of Exercise, specifying the number of shares to be issued,
and enclosing a check in payment of the purchase price for the shares.

         4.  Restrictions on Exercise and Delivery.  The exercise of this Option
shall be subject to the  condition  that, if at any time the  Corporation  shall
determine, in its sole and absolute discretion,

                  (a)      the  satisfaction  of any  withholding  tax or  other
                           withholding  liabilities is necessary or desirable as
                           a condition of, or in connection  with, such exercise
                           or  the  delivery  or  purchase  of  shares  pursuant
                           thereto,

                  (b)      the listing,  registration,  or  qualification of any
                           shares  deliverable  upon such exercise is necessary,
                           under any state or federal law, as a condition of, or
                           in connection  with, such exercise or the delivery or
                           purchase of shares pursuant thereto, or

                  (c)      the  consent or approval  of any  regulatory  body is
                           necessary as a condition of, or in  connection  with,
                           such  exercise or the  delivery or purchase of shares
                           pursuant thereto,

then in any such  event,  such  exercise  shall  not be  effective  unless  such
withholding,  listing,  registration,  qualification,  consent or approval shall
have been  effected or obtained  free of any con ditions not  acceptable  to the
Corporation.  Optionee  shall execute such documents and take such other actions
as are  required  by the  Corporation  to enable  it to  effect  or obtain  such
withholding, listing, registration,  qualification, consent or approval. Neither
the  Corporation  nor any officer or director  thereof  shall have any liability
with respect to the  non-issuance or failure to sell shares as the result of any
suspensions of exercisability imposed pursuant to this Section.

         5. Termination of Option. To the extent not previously exercised,  this
Option shall terminate upon the first to occur of any of the following events:

                  (a)      the dissolution or liquidation of the Corporation;

                  (b) The  expiration  of 10 years from the date of the grant of
the Option hereunder;

                  (c) the breach by Optionee of any provision of this Agreement.

         6. Nonassignability.  This Option may not be sold, pledged, assigned or
transferred  in any  manner  other  than  by will  or by the  laws of  intestate
succession,  and may be  exercised  during  the  lifetime  of  Optionee  only by
Optionee. Any transfer by Optionee of any part of this Option other than by will
or the laws of intestacy shall void such Option,  and the Corporation shall have
no further  obligation  with  respect to the Option.  This  Option  shall not be
pledged  or  hypothecated  in any way,  nor  shall  the  Option  be  subject  to
execution, attachment or similar process.

         7.  Rights  as   Shareholder.   Neither   Optionee  nor  his  executor,
administrator,  heirs or legatees, shall be, or have any rights or privileges of
a shareholder of the Corporation in respect of shares issuable  hereunder unless
and until  certificates  representing  such  shares  shall  have been  issued in
Optionee's name.

         8. Restrictive Legends. Each certificate evidencing the shares acquired
hereunder,  including any certificate issued to any transferee thereof, shall be
imprinted with such legends appropriate by the Corporation as may be deemed.

         9. No Right of  Employment.  Neither  the  grant nor  exercise  of this
option nor anything in this Agreement  shall impose upon the  Corporation or any
other  corporation any obligation to employ or continue to employ Optionee.  The
right of the Corporation and any other  corporation to terminate  Optionee shall
not be diminished or affected because this Option has been granted to Optionee.

         10.  Mandatory  Arbitration.  In the event of any  dispute  between the
Corporation and Optionee regarding this Agreement,  the dispute and any issue as
to the  arbitrability  of such  dispute,  shall be settled to the exclusion of a
court of law,  by  arbitration  in San  Diego,  California,  by a panel of three
arbitrators  (each  party  shall  choose one  arbitrator  and the third shall be
chosen by the two  arbitrators  so selected) in accordance  with the  Commercial
Arbitration Rules of the American  Arbitration  Association then in effect.  The
decision of a majority of the arbitrators shall be final and

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binding  upon the  parties.  All  costs of the  arbitration  and the fees of the
arbitrators  shall be allocated  between the parties as determined by a majority
of the  arbitrators,  it being the intention of the parties that the  prevailing
party in such a proceeding be made whole with respect to its expenses.

         11.  Definitions.  Capitalized  terms  shall have the meaning set forth
herein.

         12.  Notices.  Any notice to be given under the terms of this Agreement
shall be addressed to the  Corporation in care of its Secretary at its principal
office,  and any  notice  to be given to  Optionee  shall  be  addressed  to the
Optionee at the address maintained by the Corporation for such person or at such
other address as the Optionee may specify in writing to the Corporation.

         13. Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of Optionee, his heirs and successors,  and of the Corporation,  its
successors and assigns.

         14.  Governing Law. This Agreement shall be governed by the laws of the
State of California.

         15. Descriptive Headings. Titles to Sections are solely for information
purposes.

         IN WITNESS WHEREOF,  this Agreement is effective as of, and the date of
grant shall be __________________, 199_.

                                    PHOTOMATRIX, INC., a California corporation



                                    By:
                                        Roy L. Gayhart, Chief Financial Officer


                                   OPTIONEE



                                   William L. Grivas