Form of Stock Option to Purchase Common Stock
                                  of
                San Diego Soccer Development Corporation,
                       A California Corporation

No. SO - _______________                Stock Option to Purchase ___________
                                        Shares of Common Stock (subject to
                                         adjustment)

THIS STOCK OPTION HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,  OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION  STATEMENT IN
EFFECT WITH RESPECT TO THE STOCK OPTION  UNDER SUCH ACT AND  APPLICABLE  LAWS OR
SOME  OTHER  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  SUCH  ACT AND
APPLICABLE  LAWS OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.

      This  certifies  that,  for  value  received,  ______________________,  or
registered assigns ("Holder") is entitled, subject to the terms set forth below,
to purchase San Diego Soccer Development  Corporation,  a California corporation
(the "COMPANY"),  ________________ shares of the Common Stock of the COMPANY, as
constituted  on the date hereof (the "Stock Option Issue Date"),  upon surrender
hereof,  at the  principal  office of the COMPANY  referred  to below,  with the
subscription  form  attached  hereto duly  executed,  and  simultaneous  payment
therefor  in lawful  money of the  United  States or  otherwise  as  hereinafter
provided,  at the  Exercise  Price as set forth in Section 2 below.  The number,
character  and  Exercise  Price of such  shares of Common  Stock are  subject to
adjustment  as  provided  below.  The term "Stock  Option" as used herein  shall
include  this  Option,  which is one of a  series  of stock  options  issued  to
employees and  consultants  of the COMPANY for the Common Stock of COMPANY,  and
any stock options  delivered in  substitution  or exchange  therefor as provided
herein.

1.    Term of Stock Option.

      (a)  Subject  to the terms and  conditions  set forth  herein,  this Stock
Option shall be exercisable,  in whole or in part, during the term commencing on
the Stock  Option  Issue Date and ending on or before 5:00 P.M.  Pacific time on
the later of (i) August 25, 2004, or (ii) within two (2) years after the initial
registration  of the Company's  Common Shares under the  Securities  Act of 1933
("Securities  Act") and applicable state  securities laws,  whichever shall last
occur.

      (b)  Notwithstanding  anything  herein to the contrary,  if the expiration
date of this Stock Option as determined pursuant to Section 1(a) is after August
25, 2004,  COMPANY shall,  once said expiration date has been  calculated,  give
Holder at least ninety (90) days prior written notice of such  expiration  date,
and this  Stock  Option  may be  exercised  on or before  the  ninety-first  day
following  the  effective  date of such notice,  or such later date as otherwise
provided in Section 1(a).

      (c) Notwithstanding  anything herein to the contrary, if this Stock Option
would otherwise expire on a Saturday,  Sunday or legal bank holiday,  this Stock
Option may  nevertheless  be exercised on the second business day next following
such Saturday, Sunday or legal bank holiday.

      2. Exercise  Price.  The Exercise  Price at which this Stock Option may be
exercised  shall be $0.05 per share of Common  Stock,  as adjusted  from time to
time pursuant to Section 11 hereof.

      3.   Exercise of Stock Option.

      (a) The purchase  rights  represented by this Stock Option are exercisable
by the Holder in whole or in part, at any time, or from time to time, during the
term hereof as  described  in Section 1 above,  by the  surrender  of this Stock
Option and the Notice of Exercise  annexed hereto duly completed and executed on
behalf of the  Holder,  at the office of the  COMPANY  (or such other  office or
agency of the COMPANY as it may  designate by notice in writing to the Holder at
the address of the Holder  appearing on the books of the COMPANY),  upon payment
(i) in cash or by check  acceptable to the COMPANY,  (ii) by cancellation by the
Holder of indebtedness or other obligations of the COMPANY to the Holder,  (iii)
shares of the COMPANY's  common stock duly  endorsed over to the COMPANY  (which
shares shall be valued at the Fair Market Value (as defined below), (iv) written
direction to an authorized broker to sell the shares purchased  pursuant to such
exercise  immediately for the account of the Holder and to pay to the COMPANY an
amount  equal to the  aggregate  Exercise  Price  with  respect to the shares so
purchased,  or (v) by a combination  of the  foregoing  methods of payment which
together  amount  to  payment  of the  full  Exercise  Price  of the  shares  so
purchased.

      (b) This Stock Option shall be deemed to have been  exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person  entitled to receive the shares of Common Stock
issuable upon such  exercise  shall be treated for all purposes as the holder of
record of such shares as of the close of  business on such date.  As promptly as
practicable  on or  after  such  date and in any  event  within  ten  (10)  days
thereafter,  the COMPANY at its expense shall issue and deliver to the person or
persons  entitled  to receive the same a  certificate  or  certificates  for the
number of shares  issuable  upon such  exercise.  In the event  that this  Stock
Option is exercised in part, the COMPANY at its expense will execute and deliver
a new Stock Option of like tenor  exercisable for the number of shares for which
this Stock Option may then be exercised.

      (c) Net  Issue  Exercise.  Notwithstanding  any  provisions  herein to the
contrary,  if the Fair Market Value of one share of Common Stock is greater than
the Exercise Price (at the date of  calculation as set forth below),  in lieu of
exercising  this Stock Option for cash,  the Holder may elect to receive  shares
equal to the value (as  determined  below) of this Stock  Option (or the portion
thereof  being  canceled) by  surrender  of this Stock  Option at the  principal
office of the COMPANY together with the properly endorsed Notice of Exercise and
notice of such  election in which event the COMPANY  shall issue to the Holder a
number of shares of Common Stock computed using the following formula:


                    X     = Y(A-B); where
                          A

                    X= the number of shares of Common Stock to be issued
                        to the Holder

                    Y=  the number of shares of Common Stock  purchasable  under
                        the Stock  Option  or,  if only a  portion  of the Stock
                        Option  is being  exercised,  the  portion  of the Stock
                        Option being canceled (at the date of such calculation)

                    A=  the Fair Market Value of one share of the
                        COMPANY's Common Stock (at the date of such
                        calculation)

                    B=  Exercise Price (as adjusted to the date of such
                        calculation)

For purposes of the above calculation,  Fair Market Value of one share of Common
Stock shall be  determined  by the  COMPANY's  Board of Directors in good faith,
which COMPANY  agrees to have done  forthwith on not less than ten (10) business
days prior notice;  provided,  however,  that where there exists a public market
for the  COMPANY's  Common Stock at the time of such  exercise,  the fair market
value per share shall be the (i) the average of the closing bid and asked prices
of the Common Stock quoted in the  Over-The-Counter  Market  Summary or (ii) the
last  reported sale price of the Common Stock or the closing price quoted on the
NASDAQ  National  Market or on any exchange on which the Common Stock is listed,
whichever is applicable,  as published in the Western Edition of The Wall Street
Journal for the five (5) trading days prior to the date of determination of fair
market value.  Notwithstanding  the foregoing,  in the event the Stock Option is
exercised in connection  with the COMPANY's  initial  public  offering of Common
Stock,  the Fair Market Value per share shall be the per share offering price to
the public of the COMPANY's initial public offering.

      4.  Restriction  on Resale of  Converted  Shares.  Shares of Common  Stock
acquired by the exercise of this Stock  Option  pursuant to Section 3, for which
there is a public market and which are otherwise  saleable under Rule 144, shall
nevertheless  be  restricted  as to any  resale  for a period  of 5 1/2 years as
follows:

(i)             During the 1st 6 months  following  the date that such shares of
                Common Stock first become  saleable,  none of such shares may be
                sold;

(ii)            During the 2nd 6 months  following  the date that such shares of
                Common  Stock first  become  saleable,  and every 6 month period
                thereafter,  no more than fifteen  percent  (15%) of such shares
                may be sold.

5. No Fractional  Shares or Scrip.  No fractional  shares or scrip  representing
fractional  shares  shall be issued upon the exercise of this Stock  Option.  In
lieu of any  fractional  share to which the Holder would  otherwise be entitled,
the COMPANY shall make a cash payment equal to the Exercise Price  multiplied by
such fraction.


      6.  Replacement  of  Stock  Option.  On  receipt  of  evidence  reasonably
satisfactory  to the COMPANY of the loss,  theft,  destruction  or mutilation of
this Stock Option and, in the case of loss, theft or destruction, on delivery of
an indemnity  agreement  reasonably  satisfactory  in form and  substance to the
COMPANY or, in the case of  mutilation,  on surrender and  cancellation  of this
Stock Option,  the COMPANY at its expense shall execute and deliver,  in lieu of
this Stock Option, a new stock option of like tenor and amount.

      7.  Rights of  Stockholders.  Subject  to  Sections 9 and 11 of this Stock
Option,  the Holder  shall not be  entitled to vote or receive  dividends  or be
deemed the holder of Common  Stock or any other  securities  of the COMPANY that
may at any time be issuable on the exercise  hereof for any  purpose,  nor shall
anything  contained herein be construed to confer upon the Holder,  as such, any
of the  rights  of a  stockholder  of the  COMPANY  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization,  issuance of stock, reclassification of stock, change
of par  value,  or  change  of stock  to no par  value,  consolidation,  merger,
conveyance,  or  otherwise)  or to  receive  notice of  meetings,  or to receive
dividends or subscription  rights or otherwise until the Stock Option shall have
been exercised as provided herein.

      8.   Transfer of Stock Option.

      (a) Stock  Option  Register.  The COMPANY  will  maintain a register  (the
"Stock  Option  Register")  containing  the names and addresses of the Holder or
Holders.  Any Holder of this Stock Option or any portion  thereof may change his
or her address as shown on the Stock  Option  Register by written  notice to the
COMPANY requesting such change. Any notice or written communication  required or
permitted  to be given to the Holder may be  delivered  or given by mail to such
Holder as shown on the Stock  Option  Register  and at the address  shown on the
Stock  Option  Register.  Until this Stock  Option is  transferred  on the Stock
Option Register of the COMPANY, the COMPANY may treat the Holder as shown on the
Stock  Option  Register  as the  absolute  owner of this  Stock  Option  for all
purposes, notwithstanding any notice to the contrary.

      (b) Stock Option Agent.  The COMPANY may, by written notice to the Holder,
appoint  an agent for the  purpose  of  maintaining  the Stock  Option  Register
referred to in Section 7(a) above,  issuing the Common Stock or other securities
then  issuable  upon the exercise of this Stock  Option,  exchanging  this Stock
Option, replacing this Stock Option, or any or all of the foregoing. Thereafter,
any such registration,  issuance,  exchange, or replacement, as the case may be,
shall be made at the office of such agent.

      (c)  Transferability  and  Nonnegotiability  of Stock  Option.  This Stock
Option may not be transferred or assigned in whole or in part without compliance
with all applicable  federal and state securities laws by the transferor and the
transferee  (including  the delivery of  investment  representation  letters and
legal opinions reasonably  satisfactory to the COMPANY, if such are requested by
the  COMPANY).  Subject to the  provisions  of this Stock Option with respect to
compliance  with the  Securities  Act of 1933, as amended (the "Act"),  title to
this Stock Option may be transferred by endorsement (by the Holder executing the
Assignment  Form annexed hereto) and delivery in the same manner as a negotiable
instrument transferable by endorsement and delivery.

      (d) Exchange of Stock  Option Upon a Transfer.  On surrender of this Stock
Option for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Stock Option with respect to compliance with the Act and with
the  limitations on assignments  and transfers  contained in this Section 7, the
COMPANY at its expense  shall issue to or on the order of the Holder a new stock
option of like tenor,  in the name of the Holder or as the Holder (on payment by
the  Holder of any  applicable  transfer  taxes) may  direct,  for the number of
shares issuable upon exercise hereof.

      (e)  Compliance with Securities Laws.

           (i)  The  Holder  of  this  Stock  Option,   by  acceptance   hereof,
      acknowledges  that this Stock  Option and the shares of Common Stock to be
      issued upon exercise hereof are being acquired solely for the Holder's own
      account and not as a nominee for any other party, and for investment,  and
      that the Holder will not offer,  sell or  otherwise  dispose of this Stock
      Option or any shares of Common  Stock to be issued  upon  exercise  hereof
      except under  circumstances that will not result in a violation of the Act
      or any state  securities  laws.  Upon exercise of this Stock  Option,  the
      Holder shall, if requested by the COMPANY,  confirm in writing,  in a form
      satisfactory to the COMPANY,  that the shares of Common Stock so purchased
      are being  acquired  solely  for the  Holder's  own  account  and not as a
      nominee for any other party,  for  investment,  and not with a view toward
      distribution or resale.

           (ii) This Stock  Option and all shares of Common  Stock  issued  upon
      exercise   hereof  shall  be  stamped  or  imprinted   with  a  legend  in
      substantially  the following  form (in addition to any legend  required by
      state securities laws):

      THE  SECURITIES  REPRESENTED  HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
      ANY APPLICABLE  STATE  SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES
      ISSUED  HEREUNDER  OR  THEREUNDER  MAY NOT BE SOLD OR  TRANSFERRED  IN THE
      ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND
      APPLICABLE  LAWS.  COPIES OF THE AGREEMENT  COVERING THE PURCHASE OF THESE
      SECURITIES  AND  RESTRICTING  THEIR TRANSFER OR SALE MAY BE OBTAINED AT NO
      COST BY  WRITTEN  REQUEST  MADE BY THE  HOLDER  OF  RECORD  HEREOF  TO THE
      SECRETARY  OF  THE  COMPANY  AT THE  PRINCIPAL  EXECUTIVE  OFFICES  OF THE
      COMPANY.

      9. Reservation of Stock.  The COMPANY  covenants that during the term this
Stock Option is  exercisable,  the COMPANY will reserve from its  authorized and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the  exercise of this Stock Option and,  from time to time,
will take all steps  necessary to amend its  Certificate of  Incorporation  (the
"Certificate") to provide sufficient reserves of shares of Common Stock issuable
upon  exercise of this Stock  Option.  The COMPANY  further  covenants  that all
shares that may be issued upon the exercise of rights  represented by this Stock
Option and payment of the Exercise Price, all as set forth herein,  will be free
from all taxes,  liens and charges in respect of the issue  thereof  (other than
taxes in  respect  of any  transfer  occurring  contemporaneously  or  otherwise
specified  herein).  The COMPANY  agrees that its  issuance of this Stock Option
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Stock Option.

      10.  Notices.

      (a) Whenever the Exercise Price or number of shares purchasable  hereunder
shall be  adjusted  pursuant  to Section 11 hereof,  the  COMPANY  shall issue a
certificate  signed by its Chief Financial  Officer setting forth, in reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment  was  calculated,  and the  Exercise  Price and
number of shares  purchasable  hereunder after giving effect to such adjustment,
and shall cause a copy of such certificate to be mailed or personally  delivered
to the Holder of this Stock Option. (b) In case:

           (i) the  COMPANY  shall  take a record of the  holders  of its Common
      Stock  (or  other  stock or  securities  at the time  receivable  upon the
      exercise  of this  Stock  Option)  for the  purpose of  entitling  them to
      receive any dividend or other distribution,  or any right to subscribe for
      or purchase any shares of stock of any class or any other  securities,  or
      to receive any other right, or

           (ii)   of   any   capital   reorganization   of  the   COMPANY,   any
      reclassification of the capital stock of the COMPANY, any consolidation or
      merger of the COMPANY with or into another corporation,  or any conveyance
      of all or  substantially  all of the  assets  of the  COMPANY  to  another
      corporation, or

           (iii)of any voluntary dissolution, liquidation or winding-up
      of the COMPANY,
then, and in each such case, the COMPANY will mail or personally  deliver to the
Holder or Holders a notice specifying, as the case may be, (A) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(B) the  date on which  such  reorganization,  reclassification,  consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time,  if any is to be fixed,  as of which the  holders  of record of Common
Stock (or such stock or securities at the time  receivable  upon the exercise of
this Stock  Option)  shall be entitled to exchange  their shares of Common Stock
(or such other stock or securities) for securities or other property deliverable
upon such reorganization,  reclassification,  consolidation, merger, conveyance,
dissolution,   liquidation  or  winding-up.  Such  notice  shall  be  mailed  or
personally delivered at least 15 days prior to the date therein specified.

      (c) All notices and other  communications  required or permitted hereunder
shall be in writing and, unless otherwise  expressly  provided herein,  shall be
(i)  mailed  by  United  States  first-class   certified  mail,  return  receipt
requested,  postage prepaid, or (ii) delivered  personally by hand or nationally
recognized  courier  addressed (A) if to a Holder, as set forth on the signature
page hereof, or at such other address as such Holder or permitted assignee shall
have  furnished  to the COMPANY in writing,  or (B) if to the  COMPANY,  at such
address as the COMPANY shall have furnished to each Holder in writing.  All such
notices and other written  communications shall be deemed to have been received,
in the case of mailing,  on the third  business day  following  the date of such
mailing, and in the case of personal delivery, on the date of such delivery.

      11.  Amendments.  This Stock  Option and any term  hereof may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.

      12.  Adjustments. The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment from time to time as
follows:

      (a) Merger,  Sale of Assets,  etc. If at any time while this Stock Option,
or any  portion  thereof,  is  outstanding  and  unexpired  there shall be (i) a
reorganization  (other  than  a  combination,   reclassification,   exchange  or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  of the  COMPANY  with or into  another  corporation  in which the
COMPANY is not the surviving entity, or a reverse triangular merger in which the
COMPANY is the surviving  entity but the shares of the  COMPANY's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form of  securities,  cash,  or
otherwise,  or (iii) a sale or transfer of the COMPANY's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the  holder  of this  Stock  Option  shall  thereafter  be
entitled  to  receive  upon  exercise  of this Stock  Option,  during the period
specified  herein and upon  payment of the  Exercise  Price then in effect,  the
number of shares  of stock or other  securities  or  property  of the  successor
corporation resulting from such reorganization,  merger, consolidation,  sale or
transfer  that a holder of the shares  deliverable  upon  exercise of this Stock
Option   would  have  been   entitled   to   receive  in  such   reorganization,
consolidation,  merger, sale or transfer if this Stock Option had been exercised
immediately before such reorganization, merger, consolidation, sale or transfer,
all subject to further  adjustment as provided in this Section 11. The foregoing
provisions   of  this  Section  11(a)  shall   similarly   apply  to  successive
reorganizations,  consolidations,  mergers, sales and transfers and to the stock
or securities of any other  corporation that are at the time receivable upon the
exercise of this Stock  Option.  If the per-share  consideration  payable to the
holder hereof for shares in connection  with any such  transaction  is in a form
other than cash or marketable  securities,  then the value of such consideration
shall be determined in good faith by the  COMPANY's  Board of Directors.  In all
events,  appropriate  adjustment  (as  determined in good faith by the COMPANY's
Board of Directors)  shall be made in the  application of the provisions of this
Stock  Option with  respect to the rights and  interests of the Holder after the
transaction,  to the end that  the  provisions  of this  Stock  Option  shall be
applicable  after that event,  as near as reasonably  may be, in relation to any
shares or other  property  deliverable  after that event upon  exercise  of this
Stock Option.

      (b)  Reclassification,  etc. If the COMPANY,  at any time while this Stock
Option,   or  any  portion   hereof,   remains   outstanding  and  unexpired  by
reclassification of securities or otherwise,  shall change any of the securities
as to which  purchase  rights  under this Stock  Option exist into the same or a
different number of securities of any other class or classes,  this Stock Option
shall  thereafter  represent  the  right  to  acquire  such  number  and kind of
securities as would have been issuable as the result of such change with respect
to the  securities  that were  subject to the  purchase  rights under this Stock
Option  immediately  prior  to such  reclassification  or other  change  and the
Exercise Price therefor shall be appropriately  adjusted, all subject to further
adjustment as provided in this Section 11.

      (c) Split,  Subdivision or  Combination  of Shares.  If the COMPANY at any
time while this Stock Option,  or any portion  hereof,  remains  outstanding and
unexpired shall split,  subdivide or combine the securities as to which purchase
rights under this Stock Option exist,  into a different  number of securities of
the same class, the Exercise Price for such securities shall be  proportionately
decreased in the case of a split or subdivision or proportionately  increased in
the case of a combination.

      (d) Adjustments for Dividends in Stock or Other Securities or Property. If
while  this  Stock  Option,  or any  portion  hereof,  remains  outstanding  and
unexpired,  the holders of the securities as to which purchase rights under this
Stock Option exist at the time shall have  received,  or, on or after the record
date fixed for the  determination  of eligible  stockholders,  shall have become
entitled to receive,  without  payment  therefor,  other or additional  stock or
other  securities  or  property  (other  than  cash)  of the  COMPANY  by way of
dividend,  then and in each case, this Stock Option shall represent the right to
acquire,  in addition to the number of shares of the  security  receivable  upon
exercise  of  this  Stock  Option,   and  without   payment  of  any  additional
consideration  therefor,  the amount of such other or additional  stock or other
securities  or property  (other than cash) of the COMPANY that such holder would
hold on the  date of such  exercise  had it been the  holder  of  record  of the
security  receivable  upon  exercise of this Stock Option on the date hereof and
had thereafter, during the period from the date hereof to and including the date
of such  exercise,  retained  such  shares  and/or  all other  additional  stock
available  by  it  as  aforesaid  during  such  period,  giving  effect  to  all
adjustments called for during such period by the provisions of this Section 11.

      (e) Certificate as to Adjustments.  Upon the occurrence of each adjustment
or  readjustment  pursuant to this Section 11, the COMPANY at its expense  shall
promptly  compute such  adjustment or  readjustment in accordance with the terms
hereof and furnish to each  Holder of this Stock  Option a  certificate  setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment  is based.  The COMPANY shall,  upon the written
request,  at any time,  of any such Holder,  furnish or cause to be furnished to
such  Holder  a  like  certificate  setting  forth:  (i)  such  adjustments  and
readjustments;  (ii) the  Exercise  Price at the time in  effect;  and (iii) the
number of shares and the  amount,  if any,  of other  property  that at the time
would be received upon the exercise of the Stock Option.

      (f) No Impairment. The COMPANY will not, by any voluntary action, avoid or
seek to avoid the  observance or  performance of any of the terms to be observed
or  performed  hereunder  by the  COMPANY,  but will at all times in good  faith
assist in the carrying out of all the  provisions  of this Section 11 and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Stock Option against impairment.

      13.  Miscellaneous.

      (a) Governing  Law. This Stock Option shall be governed in all respects by
the laws of the State of California,  as applied to agreements  among California
residents entered into and to be performed entirely in California.

      (b) Successors and Assigns. Except as otherwise expressly provided herein,
the  provisions  hereof shall inure to the benefit of, and be binding upon,  the
successors, assigns, heirs, executors and administrators of the parties hereto.

      (c) Entire Agreement; Amendment; Waiver. This Stock Option constitutes the
full and entire  understanding  and agreement between the parties with regard to
the subjects  hereof and  thereof.  Neither the Stock Option nor any term hereof
may be amended, waived, discharged or terminated,  except as provided in Section
10 hereof.

      (d) Titles and Subtitles.  The titles of the paragraphs and  subparagraphs
of this Stock Option are for  convenience  of  reference  only and are not to be
considered in construing or interpreting this Stock Option.

      (e) Necessary  Acts;  Further  Assurances.  The parties shall at their own
cost and expense execute and deliver such further  documents and instruments and
shall take such other actions as may be reasonably  required or  appropriate  to
evidence or carry out the intent and purposes of this Stock Option.

      IN WITNESS WHEREOF,  San Diego Soccer  Development  Corporation has caused
this Stock Option to be executed by its officers thereunto duly authorized as of
the date set forth below.


San Diego Soccer Development Corporation       Dated:    __________, 1999


By:   ______________________


By:   ______________________

ACKNOWLEDGED AND AGREED:

HOLDER


---------------------------                ----------------------------
      (Name of Holder)                         (Name of Holder)



---------------------------                ----------------------------
      (Signature of Holder)                    (Signature of Holder)



---------------------------------        -----------------------------------
      (SSAN of EIN of Holder)                  (SSAN of EIN of Holder)



---------------------------------       ------------------------------------
      (Address of Holder)                      (Telephone)



---------------------------------        ------------------------------------
      (Address of Holder)                      (Facsimile)


<PAGE>


                          Annex A - Notice of Exercise

To:   San Diego Soccer Development Corporation

      (1) The undersigned hereby (A) elects to purchase _______ shares of Common
Stock of San Diego Soccer Development  Corporation pursuant to the provisions of
Section 3(a) of the attached Stock Option,  and tenders  herewith payment of the
purchase  price for such shares in full,  or (B) elects to  exercise  this Stock
Option  for the  purchase  of_______  shares of Common  Stock,  pursuant  to the
provisions of Section 3(c) of the attached Stock Option.

      (2) In exercising this Stock Option,  the undersigned  hereby confirms and
acknowledges  that the shares of Common Stock are being acquired  solely for the
account of the  undersigned  and not as a nominee for any other  party,  and for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such shares Common Stock except under  circumstances that will not result
in a violation of the  Securities  Act of 1933,  as amended,  or any  applicable
state securities laws.

      (3) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name or names as is
specified below:

------------------------------
(Name)


------------------------------
(Name)

      (4) Please  issue a new Stock  Option for the  unexercised  portion of the
attached Stock Option in the name of the undersigned or in such other name as is
specified below:

------------------------------
(Name)


------------------------------
(Name)


--------------------------          -----------------------------
(Name of Holder)                    (Name of Holder)


--------------------------          -----------------------------
(Signature of Holder)               (Signature of Holder)


Date: ________________


<PAGE>


                            Annex B - Assignment Form


      FOR VALUE RECEIVED,  the undersigned registered owner of this Stock Option
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the  undersigned  under the within Stock  Option,  with respect to the
number of shares of Common Stock set forth below:

Name of Assignee               Address                   No. of Shares








and does hereby irrevocably constitute and appoint ____________ Attorney to make
such  transfer  on  the  books  of  San  Diego  Soccer  Development  Corporation
maintained for the purpose, with full power of substitution in the premises.

      The undersigned also represents that, by assignment  hereof,  the Assignee
acknowledges  that this Stock  Option and the shares of stock to be issued  upon
exercise hereof or conversion thereof are being acquired for investment and that
the Assignee will not offer,  sell or otherwise  dispose of this Stock Option or
any shares of stock to be issued  upon  exercise  hereof or  conversion  thereof
except  under  circumstances  which  will  not  result  in a  violation  of  the
Securities Act of 1933, as amended, or any state securities laws.  Further,  the
Assignee has acknowledged that upon exercise of this Stock Option,  the Assignee
shall, if requested by the COMPANY,  confirm in writing,  in a form satisfactory
to the  COMPANY,  that the shares of stock so purchased  are being  acquired for
investment and not with a view toward distribution or resale.



--------------------------               -----------------------------
    (Name of Holder)                            (Name of Holder)



--------------------------                -----------------------------
   (Signature of Holder)                       (Signature of Holder)



Date: ________________