STOCK OPTION AGREEMENT

         AGREEMENT,  made  as of  December  1,  1998,  by and  between  PRE-CELL
SOLUTIONS,  INC.,  a  Colorado  corporation  (the  "Company"),  and  Timothy  F.
McWilliams (the "Employee").

         WHEREAS, on December 1, 1998 (the "Grant Date"), the Board of Directors
authorized the employment of the Employee pursuant to the terms of an Employment
Agreement  dated as of  December  1, 1998,  and the grant to the  Employee of an
option (the  "Option")  to  purchase an  aggregate  of  3,000,000  shares of the
authorized  but unissued  common stock of the Company,  $.01 par value  ("Common
Stock"),  conditioned upon the Employee's  acceptance thereof upon the terms and
conditions set forth in this Agreement; and

         WHEREAS,  the  Employee  desires to acquire the Option on the terms and
conditions set forth in this Agreement;

         IT IS AGREED:

         1. Grant of Stock Option. The Company hereby grants to the Employee the
right and option  ("Option")  to  purchase  all or any part of an  aggregate  of
3,000,000  shares of Common Stock ("Option  Shares") on the terms and conditions
set forth herein. The Option represented hereby is a non-qualified  stock option
not intended to qualify under any section of the Internal  Revenue Code of 1986,
as  amended,  and is not  granted  under any plan.  Certain  terms used  herein,
however, are defined under the Plan.

         2. Exercise Price. The exercise price ("Exercise  Price") of the Option
shall be $0.04 per share.

         3. Exercisability. This Option is exercisable, subject to the terms and
conditions of this  Agreement,  one year after the Grant Date.  After the Option
vests,  it shall remain  exercisable for a period of five years from the date of
vesting,  except  as  otherwise  set  forth  in this  Agreement  (the  "Exercise
Period").

         4. Effect of Termination of Employment.

                  4.1 Termination Due to Death. If Employee's  employment by the
Company  terminates by reason of death, the Option shall become fully vested and
exercisable and may thereafter be exercised by the legal  representative  of the
estate or by the legatee of the Employee  under the will of the Employee,  for a
period of six months from the date of such death or until the  expiration of the
Exercise Period, whichever period is shorter.

                  4.2 Termination Due to Disability. If Employee's employment by
the Company  terminates by reason of  Disability  (as such term is defined under
the  Plan),  the Option  shall  become  fully  vested

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and  exercisable and may thereafter be exercised by the Employee for a period of
six months  from the date of such  termination  or until the  expiration  of the
Exercise Period, whichever period is shorter.

                  4.3  Termination  by the Company  Without  Cause and/or Due to
Retirement.  If Employee's employment is terminated by the Company without cause
or due to Normal  Retirement (as such term is defined under the Plan),  then (i)
the  portion  of the  Option  which  has  vested by the date of  termination  of
employment may be exercised by the Employee until the expiration of the Exercise
Period and (ii) the  portion of the Option that will vest within one year of the
date of termination of employment shall become fully vested and may be exercised
by the Employee until the expiration of the Exercise Period.  The portion of the
Option not exercisable  within one year of the date of termination of employment
shall immediately expire.

                  4.4 Other Termination.

                           (a) If Employee's  employment  is terminated  for any
reason other than (i) death, (ii) Disability,  (iii) Normal Retirement,  or (iv)
without cause by the Company, the Option shall expire on the date of termination
of employment.

                           (b)  The  Board  of  Directors,   in  the  event  the
Employee's  employment  is  terminated  for cause,  may require the  Employee to
return to the  Company  the  economic  benefit  of any Option  Shares  purchased
hereunder  by the  Employee  within  the six month  period  prior to the date of
termination.  In such event, the Employee hereby agrees to remit to the Company,
in cash,  an amount  equal to the  difference  between the Fair Market Value (as
such  term is  defined  under  the  Plan) of the  Option  Shares  on the date of
termination  (or the sales price of such  Shares if the Option  Shares were sold
during such six month period) and the Exercise Price of such Shares.

         5. Withholding Tax. Not later than the date as of which an amount first
must be  included in the gross  income of the  Employee  for Federal  income tax
purposes with respect to the Option,  the Employee shall pay to the Company,  or
make  arrangements  satisfactory to the Committee  regarding the payment of, any
Federal,  state and local  taxes of any kind  required  by law to be withheld or
paid with respect to such amount  ("Withholding  Tax").  The  obligations of the
Company under the Plan and pursuant to this Agreement shall be conditioned  upon
such  payment or  arrangements  with the Company and the Company  shall,  to the
extent permitted by law, have the right to deduct any Withholding Taxes from any
payment of any kind otherwise due to the Employee from the Company.

         6. Adjustments. In the event of any change in the number of outstanding
shares of Common Stock of the Company  occurring as the result of a stock split,
reverse stock split or stock dividend on the Common Stock, after the Grant Date,
the Company  shall  proportionately  adjust the number of Option  Shares and the
Exercise  Price of the Option.  Any right to acquire a  fractional  Option Share
resulting from adjustments will be rounded to the

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<PAGE>

nearest whole Option Share. If the Company shall be the surviving corporation in
any merger, combination or consolidation, this Option shall pertain and apply to
the  Option  Shares  to  which  the  Employee  is  entitled  hereunder,  without
adjustment.  In the event of a change  in the par value of the  shares of Common
Stock which are subject to this Option, this Option will be deemed to pertain to
the shares  resulting  from any such  change.  To the extent that the  foregoing
adjustments relate to Common Stock, the adjustments will be made by the Board of
Directors whose determination will be final, binding and conclusive.

         7. Method of Exercise.

                  7.1 Notice to the  Company.  The Option  may be  exercised  in
whole or in part by  written  notice in the form  attached  hereto as  Exhibit A
directed to the Company at its principal  place of business  accompanied by full
payment as  hereinafter  provided of the exercise price for the number of Option
Shares specified in the notice and of the Withholding Taxes, if any.

                  7.2 Delivery of Option  Shares.  The Company  shall  deliver a
certificate  for the Option Shares to the Employee as soon as practicable  after
payment therefor.

                  7.3 Payment of Purchase Price.

                           7.3.1  Cash  Payment.  The  Employee  shall make cash
payments by wire transfer,  certified or bank check or personal  check,  in each
case payable to the order of the Company;  the Company  shall not be required to
deliver  certificates  for Option  Shares  until the Company has  confirmed  the
receipt of good and available funds in payment of the purchase price thereof.

                           7.3.2 Stock Payment.  The Board of Directors,  in its
sole discretion,  may allow Employee to use Common Stock of the Company owned by
him to  make  any  required  payments  by  delivery  of  stock  certificates  in
negotiable  form which are effective to transfer good and valid title thereto to
the Company, free of any liens or encumbrances.  Shares of Common Stock used for
this  purpose  shall be valued at the Fair  Market  Value.  Notwithstanding  the
foregoing,  the  Company  shall have the right to reject  payment in the form of
Common Stock if in the opinion of counsel for the  Company,  (i) it could result
in an event of "recapture" under Section 16(b) of the Securities Exchange Act of
1934;  (ii) such shares of Common  Stock may not be sold or  transferred  to the
Company; or (iii) such transfer could create legal difficulties for the Company.

         8.   Nonassignability.   The  Option   shall  not  be   assignable   or
transferable,  except by will or by the laws of descent and  distribution in the
event of the death of the Employee. No transfer of the Option by the Employee by
will or by the laws of descent and  distribution  shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and a copy of the will  and/or  such  other  evidence  as

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<PAGE>

the Company may deem necessary to establish the validity of the transfer and the
acceptance by the  transferee or  transferees of the terms and conditions of the
Option.

         9. Accelerated Vesting and Exercisability.  If (i) any person or entity
other than the Company  and/or any officer,  director or  principal  stockholder
(i.e.,  a holder  [beneficially  or of record]  of more than ten  percent of the
Company's  voting stock) of the Company  acquires  securities of the Company (in
one or more  transactions)  having 25% or more of the total  voting power of all
the Company's securities then outstanding and (ii) the Board of Directors of the
Company  does not  authorize or otherwise  approve  such  acquisition,  then the
vesting  periods  of the  Option  shall  be  accelerated  and the  Option  shall
immediately and entirely vest. In such event,  Employee shall have the immediate
right to  purchase  all the Option  Shares,  subject to the  provisions  of this
Agreement.

         10. Company Representations. The Company hereby represents and warrants
to the Employee that:

                           (i) the  Company,  by  appropriate  and all  required
         action,  is duly authorized to enter into this Agreement and consummate
         all of the transactions contemplated hereunder; and

                           (ii) the Option Shares,  when issued and delivered by
         the Company to the Employee in accordance with the terms and conditions
         hereof,   will  be  duly  and   validly   issued  and  fully  paid  and
         non-assessable.

         11.  Employee  Representations.  The  Employee  hereby  represents  and
warrants to the Company that:

                           (i) he is acquiring  the Option and shall acquire the
         Option  Shares  for his own  account  and not with a view  towards  the
         distribution thereof;

                           (ii)  he has  received  a copy  of  all  reports  and
         documents  required to be filed by the Company with the  Securities and
         Exchange Commission pursuant to the Securities Exchange Act of 1934, as
         amended,  within  the last 24  months  and all  reports  issued  by the
         Company to its stockholders;

                           (iii) he  understands  that he must bear the economic
         risk of the  investment in the Option  Shares,  which cannot be sold by
         him unless they are  registered  under the  Securities Act of 1933 (the
         "1933 Act") or an exemption therefrom is available  thereunder and that
         the Company is under no  obligation  to register the Option  Shares for
         sale under the 1933 Act;

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<PAGE>

                           (iv) in his  position  with the  Company,  he has had
         both the  opportunity  to ask  questions  and receive  answers from the
         officers  and  directors  of the Company and all persons  acting on its
         behalf  concerning the terms and conditions of the offer made hereunder
         and to obtain any  additional  information  to the  extent the  Company
         possesses  or may possess  such  information  or can acquire it without
         unreasonable  effort or expense necessary to verify the accuracy of the
         information obtained pursuant to clause (ii) above;

                           (v) he is aware  that the  Company  shall  place stop
         transfer  orders with its  transfer  agent  against the transfer of the
         Option Shares in the absence of  registration  under the 1933 Act or an
         exemption therefrom as provided herein; and

                           (vi)  if,  at the  time  of  issuance  of the  Option
         Shares,  the issuance of such shares have not been registered under the
         1933 Act, the certificates  evidencing the Option Shares shall bear the
         following legend:

                  "The shares  represented  by this  certificate  have
                  been  acquired  for  investment  and  have  not been
                  registered  under the  Securities  Act of 1933.  The
                  shares may not be sold or transferred in the absence
                  of such registration or an exemption therefrom under
                  said Act."

         12. Restriction on Transfer of Option Shares.

                  12.1   Anything   in   this    Agreement   to   the   contrary
notwithstanding,  Employee hereby agrees that he shall not sell, transfer by any
means  or  otherwise  dispose  of the  Option  Shares  acquired  by him  without
registration  under  the  1933  Act,  or in  the  event  that  they  are  not so
registered,  unless (i) an exemption from the 1933 Act registration requirements
is available  thereunder,  and (ii) the Employee has  furnished the Company with
notice  of such  proposed  transfer  and the  Company's  legal  counsel,  in its
reasonable opinion, shall deem such proposed transfer to be so exempt.

                  12.2   Anything   in   this    Agreement   to   the   contrary
notwithstanding,  Employee hereby agrees that he shall not sell, transfer by any
means or otherwise dispose of the Option Shares acquired by him (i) prior to six
months after the Grant Date and (ii) except in accordance with Company's policy,
if any,  regarding the sale and  disposition  of  securities  owned by employees
and/or directors of the Company.

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<PAGE>

         13. Miscellaneous.

                  13.1 Notices.  All notices,  requests,  deliveries,  payments,
demands and other  communications  which are  required or  permitted to be given
under  this  Agreement  shall  be in  writing  and  shall  be  either  delivered
personally,  transmitted by electronic means or sent by a nationally  recognized
next-day courier to the parties at their respective  addresses set forth herein,
or to such other address as either shall have  specified by notice in writing to
the  other.  Notice  shall be deemed  duly given  hereunder  when  delivered  or
transmitted as provided herein.

                  13.2 Employee and Stockholder  Rights.  The Employee shall not
have any of the rights of a stockholder  with respect to the Option Shares until
such  shares  have been issued  after the due  exercise  of the Option.  Nothing
contained in this Agreement shall be deemed to confer upon Employee any right to
continued  employment with the Company or any subsidiary  thereof,  nor shall it
interfere  in any way with the right of the  Company to  terminate  Employee  in
accordance  with  the  provisions   regarding  such  termination  set  forth  in
Employee's written employment  agreement with the Company, or if there exists no
such agreement, to terminate Employee at will.

                  13.3 Waiver. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.

                  13.4 Entire Agreement.  This Agreement  constitutes the entire
agreement  between the parties with respect to the subject matter  hereof.  This
Agreement may not be amended except by writing  executed by the Employee and the
Company.

                  13.5 Binding Effect; Successors. This Agreement shall inure to
the  benefit of and be binding  upon the  parties  hereto and, to the extent not
prohibited   herein,   their   respective   heirs,   successors,   assigns   and
representatives. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto and as provided above,  their
respective heirs, successors,  assigns and representatives any rights, remedies,
obligations or liabilities.

                  13.6 Governing  Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Florida (without regard to
choice of law provisions).

                  13.7 Headings.  The headings contained herein are for the sole
purpose of  convenience  of reference,  and shall not in any way limit or affect
the  meaning  or  interpretation  of any of the  terms  or  provisions  of  this
Agreement.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above:

PRE-CELL SOLUTIONS, INC.                Address: 255 East Drive, Suite C
                                                 Melbourne, Florida 33326



By: /s/ Thomas E. Biddix
   ---------------------------
   Chief Executive Officer

EMPLOYEE:                                Address: 7035 S. Tropical Trail
                                                  Merritt Island, Florida 32952
/s/ Timothy F. McWilliams
----------------------------
Timothy F. McWilliams


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<PAGE>

                                                                       EXHIBIT A

                      FORM OF NOTICE OF EXERCISE OF OPTION




--------------------
         DATE

PRE-CELL SOLUTIONS, INC.
255 East Drive, Suite C
Melbourne, Florida 33326
Attention:  Stock Option Committee of the Board of Directors

                  Re: Purchase of Option Shares

Gentlemen:

         In accordance  with my Stock Option  Agreement  dated as of December 1,
1998 with Pre-Cell solutions,  Inc. (the "Company"),  I hereby irrevocably elect
to  exercise  the right to purchase  _________  shares of the  Company's  common
stock, par value $.01 per share ("Common Stock").

         As payment for my shares,  enclosed is (check and  complete  applicable
box[es]):

                  " a [personal check] [certified check] [bank check] payable to
                  the order of "Global Telecommunication Solutions, Inc." in the
                  sum of $_________;

                  "   confirmation   of  wire   transfer   in  the   amount   of
                  $_____________; and/or

                  "  with  the  consent  of  the  Company,   a  certificate  for
                  __________  shares of the  Company's  Common  Stock,  free and
                  clear of any encumbrances, duly endorsed, having a fair market
                  value of $---------.

         I hereby represent and warrant to, and agree with, the Company that:

                           (i) I have  acquired the Option and shall acquire the
         Option Shares for my own account,  for investment,  and not with a view
         towards the distribution thereof;

                           (ii)  I have  received  a copy  of  all  reports  and
         documents  required  to be filed  by the  Company  with the  Commission
         pursuant to the  Exchange Act within the last 24 months and all reports
         issued by the Company to its stockholders;

                           (iii) I understand that I must bear the economic risk
         of the  investment  in the Option  Shares,  which  cannot be sold by me
         unless they are registered  under the Securities Act of 1933 (the "1933
         Act") or an exemption  therefrom is available  thereunder  and that the
         Company is under no  obligation  to register the Option Shares for sale
         under the 1933 Act;

                           (iv) I agree  that I will not sell,  transfer  by any
         means or otherwise  dispose of the Option Shares  acquired by me hereby
         except in accordance with Company's policy, if any,  regarding the sale
         and disposition of securities  owned by employees  and/or  directors of
         the Company;

                           (v) in my position with the Company,  I have had both
         the  opportunity to ask questions and receive answers from the officers
         and  directors  of the  Company  and all  persons  acting on its behalf
         concerning  the terms and conditions of the offer made hereunder and to
         obtain any additional  information to the extent the Company  possesses
         or may possess such information or can acquire it without  unreasonable
         effort or expense  necessary to verify the accuracy of the  information
         obtained pursuant to clause (ii) above;

<PAGE>

                           (vi) I am aware  that the  Company  shall  place stop
         transfer  orders with its  transfer  agent  against the transfer of the
         Option Shares in the absence of  registration  under the 1933 Act or an
         exemption therefrom as provided herein; and

                           (vii)  if,  at the  time of  issuance  of the  Option
         Shares,  the issuance of such shares have not been registered under the
         1933 Act, the certificates  evidencing the Option Shares shall bear the
         following legend:

                  "The shares  represented  by this  certificate  have
                  been  acquired  for  investment  and  have  not been
                  registered  under the  Securities  Act of 1933.  The
                  shares may not be sold or transferred in the absence
                  of such registration or an exemption therefrom under
                  said Act."

         Kindly forward to me my certificate at your earliest convenience.

Very truly yours,


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(Signature)                                (Address)

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(Print Name)

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(Social Security Number)