<PAGE>


                   ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.



                      1997 STOCK OPTION AND INCENTIVE PLAN


<PAGE>

                   ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC. 

                      1997 STOCK OPTION AND INCENTIVE PLAN

<TABLE>
<CAPTION>
                                                                      PAGE
<S>                                                                   <C>
I.    PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

II.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .     1

III.  EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . . .     3

IV.   ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . .     3

V.    PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . .     4

      5.1   Eligibility . . . . . . . . . . . . . . . . . . . . . . .     4
      5.2   Ten Percent Stockholders. . . . . . . . . . . . . . . . .     4
      5.3   Stock Ownership . . . . . . . . . . . . . . . . . . . . .     4
      5.4   Outstanding Stock . . . . . . . . . . . . . . . . . . . .     4

VI.   STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . .     5

VII.  OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5

      7.1   Stock Option Agreements . . . . . . . . . . . . . . . . .     5
      7.2   Number of Shares. . . . . . . . . . . . . . . . . . . . .     5
      7.3   Exercise Price. . . . . . . . . . . . . . . . . . . . . .     5
      7.4   Medium and Time of Payment. . . . . . . . . . . . . . . .     5
      7.5   Term and Transferability of Options . . . . . . . . . . .     5
      7.6   Modification, Extension, and Renewal of Options . . . . .     6
      7.7   Limitation on Grant of Incentive Stock Options. . . . . .     6
      7.8   Other Provisions. . . . . . . . . . . . . . . . . . . . .     6

XIII. RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS, 
      AND BENEFICIARIES . . . . . . . . . . . . . . . . . . . . . . .     6

      8.1   Employee Status . . . . . . . . . . . . . . . . . . . . .     6
      8.2   No Employment Contract. . . . . . . . . . . . . . . . . .     6
      8.3   No Transferability. . . . . . . . . . . . . . . . . . . .     6
      8.4   Plan Not Funded . . . . . . . . . . . . . . . . . . . . .     7
      8.5   Adjustments upon Recapitalizations and Corporate Changes.     7
      8.6   Termination of Employment . . . . . . . . . . . . . . . .     7
      8.7   Death of Participant. . . . . . . . . . . . . . . . . . .     7
      8.8   Disability of Participant . . . . . . . . . . . . . . . .     8
      8.9   Retirement of Participant . . . . . . . . . . . . . . . .     8
      8.10  Rights as a Stockholder . . . . . . . . . . . . . . . . .     8
      8.11  Deferral of Payments. . . . . . . . . . . . . . . . . . .     8
      8.12  Acceleration of Awards. . . . . . . . . . . . . . . . . .     8

</TABLE>

                                       i

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<TABLE>
<S>                                                                   <C>

IX.   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .     8

      9.1   Termination, Suspension, and Amendment. . . . . . . . . .     8
      9.2   No Fractional Shares. . . . . . . . . . . . . . . . . . .     9
      9.3   Tax Withholding . . . . . . . . . . . . . . . . . . . . .     9
      9.4   Restrictions of Elections Made by Participants. . . . . .     9
      9.5   Limitations on the Corporation's Obligations. . . . . . .     9
      9.6   Compliance with Laws. . . . . . . . . . . . . . . . . . .     9
      9.7   Governing Law . . . . . . . . . . . . . . . . . . . . . .    10
      9.8   Securities Law Requirements . . . . . . . . . . . . . . .    10
      9.9   Execution . . . . . . . . . . . . . . . . . . . . . . . .    11

</TABLE>

                                       ii

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                   ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.

                      1997 STOCK OPTION AND INCENTIVE PLAN

I.     PURPOSE

       The 1997 Stock Option and Incentive Plan is intended to provide 
incentive to key employees and directors of, and key consultants, vendors, 
customers, and others expected to provide significant services to, the 
Corporation, to encourage proprietary interest in the Corporation, to 
encourage such key employees to remain in the employ of the Corporation and 
its Subsidiaries, to attract new employees with outstanding qualifications, 
and to afford additional incentive to consultants, vendors, customers, and 
others to increase their efforts in providing significant services to the 
Corporation.  

II.    DEFINITIONS.

       2.1    "Award" shall mean an Option, which may be designated an 
Incentive Stock Option or a Nonstatutory Stock Option, in each case as 
granted pursuant to the Plan.

       2.2    "Award Agreement" shall mean any written agreement, contract, 
or other instrument or document evidencing an Award.

       2.3     "Beneficiary" shall mean the person, persons, trust, or trusts 
entitled by will or the laws of descent and distribution to receive the 
benefits specified under the Plan in the event of a Participant's death.

       2.4    "Board" shall mean the Board of Directors of the Corporation.

       2.5    "Code" shall mean the Internal Revenue Code of 1986, as amended.

       2.6    "Committee" shall mean the committee, if any, appointed by the 
Board in accordance with Section 4  of the Plan, or the Board if no Committee 
has been appointed.

       2.7    "Common  Stock" shall mean the Common  Stock, $.001 par value, 
of the Corporation.

       2.8    "Corporation" shall mean Environmental Systems and Solutions, 
Inc., a Nevada corporation, and its Subsidiaries.

       2.9    "Disability" shall mean the condition of a Participant who is 
unable to perform his or her substantial and material job duties due to 
injury or sickness or such other condition as the Board or Committee may 
determine in its sole discretion and/or engage in any substantial gainful 
activity by reason of any medically determinable physical or mental 
impairment which can be expected to result in death or which has lasted or 
can be expected to last for a continuous period of not less than 12 months.

       2.10   "Effective Date" shall mean June 1, 1997, a date after the Plan 
was adopted by the stockholders of the Company and enacted by the Board.

       2.11   "Eligible Employee" shall mean an individual who is employed 
(within the meaning of Code Section 3401 and the regulations thereunder) by 
the Corporation.  Additionally for purposes of this Plan, a Participant who 
is a director or a consultant, vendor, customer, or other provider of 
significant services to the Corporation or a Subsidiary shall be deemed to be 
an Eligible Employee, and service as a director, consultant, vendor, 
customer, or other provider of significant services to the

                                       1
<PAGE>

Corporation or a Subsidiary shall be deemed to be employment, except that no 
Incentive Stock Option may be granted to a non-employee director or 
non-employee consultant, vendor, customer, or other provider of significant 
services to the Corporation or a Subsidiary.

       2.12   "Event" shall mean any of the following:

              (a)    Any person or entity (or group of affiliated persons or 
entities) acquires in one or more transactions, whether before or after the 
effective date of the Plan, ownership of more than 50% of the outstanding 
shares of stock entitled to vote in the election of directors of the 
Corporation; or

              (b)    The dissolution or liquidation of the Corporation or a 
reorganization, merger, or consolidation of the Corporation with one or more 
entities, as a result of which the Corporation is not the surviving entity, 
or a sale of all or substantially all of the assets of the Corporation as an 
entirety to another entity.

       For purposes of this definition, ownership does not include ownership 
(i) by a person owning such shares merely of record (such as a member of a 
securities exchange, a nominee, or a securities depository system), (ii) by a 
person as a bona fide pledgee of shares prior to a default and determination 
to exercise powers as an owner of the shares, (iii) by a person who is not 
required to file statements on Schedule 13D by virtue of Rule 13d-1(b, or 
(iv) by a person who owns or holds shares as an underwriter acquired in 
connection with an underwritten offering pending and for purposes of resale.

       2.13   "Exchange Act" shall mean the Securities Exchange Act of 1934, 
as amended from time to time.

       2.14   "Exercise Price" shall mean the price per Share of Common  
Stock, determined by the Board or the Committee, at which an Award may be 
exercised.

       2.15   "Fair Market Value" shall mean the value of one  Share of 
Common Stock, determined as follows:

              (a)    If the Shares are traded on an exchange, the price at 
which Shares traded at the close of business on the date of valuation; or

              (b)    If the Shares are traded over-the-counter on the OTC 
System, the closing price if one is available, or the mean between the bid 
and asked prices on such System at the close of business on the date of 
valuation; or

              (c)    If neither (i) nor (ii) above applies, the fair market 
value as determined by the Board or the Committee in good faith.  Such 
determination shall be conclusive and binding on all persons.

       2.16   "Incentive Stock Option" shall mean an option described in 
Section 422A(b) of the Code.

       2.17   "Nonstatutory Stock Option" shall mean an option not described 
in Section 422(b), 422A(b), 423(b) or 424(b) of the Code.

       2.18   "Option" shall mean either an Incentive Stock Option or a 
Nonstatutory Stock Option granted pursuant to the Plan.

       2.19   "Participant" shall mean Eligible Employee who has received an 
Award under the Plan.

                                       2

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       2.20   "Plan" shall mean the Environmental Systems and Solutions, Inc. 
1997 Stock Option and Incentive Plan, as it may be amended from time to time.

       2.21   "Purchase Price" shall mean the Exercise Price times the number 
of Shares with respect to which an Award is exercised.

       2.22   "Restricted Stock Awards" shall mean any Award of shares of 
Common Stock that may be subject to certain restrictions and to a risk of 
forfeiture.

       2.23   "Retirement" shall mean the voluntary termination of employment 
by an Employee upon the attainment of age 65 and the completion of not less 
than 20 years of service with the Corporation or a Subsidiary.

       2.24   "Rule 16b" shall mean Rule 16b of the Securities and Exchange 
Act of 1934.

       2.25   "Share" shall mean one share of Common  Stock, adjusted in 
accordance with Section 8.5 of the Plan (if applicable).

       2.26   "Securities Act" shall mean the Securities Act of 1933, as 
amended from time to time.

       2.27   "Stock Appreciation Right" shall mean the right granted to a 
Participant to be paid an amount measured by the appreciation in the Fair 
Market Value of the Common  Stock from the date of grant to the date of 
exercise of the right, with payment to be made in cash, Common  Stock, or 
property as specified in the Award or determined by the Committee.

       2.28   "Stock Option Agreements" shall mean an Award Agreement 
granting Options under the Plan.

       2.29   "Stock Purchase Agreement" shall mean an agreement to exercise 
Options under the Plan.

       2.30   "Subsidiary" shall mean any corporation at least 50% of the 
total combined voting power of which is owned by the Corporation or by 
another Subsidiary.

       2.31   "Tax Date" shall have the meaning set forth in Section 9.3 
hereof. 

III.   EFFECTIVE DATE

       The Effective Date of the Plan is June 1, 1997.

IV.    ADMINISTRATION

       The Plan shall be administered by the Board in compliance with Rule 
16b-3, or by a Committee appointed by the Board, which Committee shall be 
constituted to permit the Plan to comply with Rule 16b-3, and which shall 
consist of not less than two members.  The Board shall appoint one of the 
members of the Committee, if there be one, as Chairman of the Committee.  If 
a Committee has been appointed, the Committee shall hold meetings at such 
times and places as it may determine.  Acts of a majority of the Committee at 
which a quorum is present, or acts reduced to or approved in writing by a 
majority of the members of the Committee, shall be the valid acts of the 
Committee.  The Board, or the Committee if there be one, shall from time to 
time at its discretion select the Eligible Employees and consultants who are 
to be granted Awards, determine the number of Shares to be applicable to such 
Award, and designate any Options as Incentive Stock Options or Nonstatutory 
Stock Options, except 

                                       3

<PAGE>

that no Incentive Stock Option may be granted to a non-employee director or a 
non-employee consultant.  A member of the Board or a Committee member shall 
in no event participate in any determination relating to Awards held by or to 
be granted to such Board or Committee member; however, a member of the Board 
or a Committee member shall be entitled to receive Awards approved by the 
stockholders in accordance with the provisions of Rule 16b-3.  The 
interpretation and construction by the Board, or by the Committee if there be 
one, of any provision of the Plan or of any Award granted thereunder shall be 
final.  No member of the Board or of the Committee shall be liable for any 
action or determination made in good faith with respect to the Plan or any 
Award granted thereunder.  In addition to any right of indemnification 
provided by the Articles of Incorporation or Bylaws of the Corporation, such 
person shall be indemnified and held harmless by the Corporation from any 
loss, cost, liability or expense that may be imposed upon or reasonably 
incurred by him in connection with any claim, suit, action or proceeding to 
which he may be a party by reason of any action or omission under the Plan.

V.     PARTICIPATION

       5.1    Eligibility.  Subject to the terms and conditions of Section 
5.2 below, the Participants shall be such persons as the stockholders may 
approve or as the Committee may select from among the following classes of 
persons:   (i) Eligible Employees of the Corporation or of a Subsidiary (who 
may be officers, whether or not they are directors); and (ii) consultants, 
vendors, customers, and others expected to provide significant services to 
the Corporation or a Subsidiary.

       For purposes of this Plan, a Participant who is a director or a 
consultant, vendor, customer, or other provider of significant services to 
the Corporation or a Subsidiary shall be deemed to be an Eligible Employee, 
and service as a director, consultant, vendor, customer, or other provider of 
significant services to the Corporation or a Subsidiary shall be deemed to be 
employment, except that no Incentive Stock Option may be granted to a 
non-employee director or non-employee consultant, vendor, customer, or other 
provider of significant services to the Corporation or a Subsidiary, and 
except that no Nonstatutory Stock Option may be granted to a non-employee 
director or non-employee consultant, vendor, customer, or other provider of 
significant services to the Corporation or a Subsidiary other than upon a 
vote of a majority of disinterested directors finding that the value of the 
services rendered or to be rendered to the Corporation or a Subsidiary by 
such non-employee director or non-employee consultant, vendor, customer, or 
other provider of services is at least equal to the value of the Awards 
granted.

       5.2    Ten-Percent Stockholders.  An Eligible Employee who owns more 
than 10% of the total combined voting power of all classes of outstanding 
stock of the Corporation, its parent or any of its Subsidiaries shall not be 
eligible to receive an Award for an Incentive Stock Option unless (i) the 
Exercise Price of the Shares subject to such Award is at least 110% of the 
Fair Market Value of such Shares on the date of grant; and (ii) such Award by 
its terms is not exercisable after the expiration of five years from the date 
of grant.

       5.3    Stock Ownership.  For purposes of Section 5.2 above, in 
determining stock ownership an Eligible Employee shall be considered as 
owning the stock owned, directly or indirectly, by or for his brothers, 
sisters, spouses, ancestors, and lineal descendants.  Stock owned, directly 
or indirectly, by or for a corporation, partnership, estate, or trust shall 
be considered as being owned proportionately by or for its stockholders, 
partners, or beneficiaries.  Stock with respect to which such Eligible 
Employee holds an Award shall not be counted.

       5.4    Outstanding Stock.  For purposes of Section 5.2 above, 
"outstanding stock" shall include all stock actually issued and outstanding 
immediately after the grant of the Award to the Participant.  "Outstanding 
stock" shall not include shares authorized for issue under outstanding 
Options or Purchase Rights held by the Participant or by any other person.

                                       4

<PAGE>

VI.    STOCK SUBJECT TO THE PLAN

       The stock subject to Awards granted under the Plan shall be Shares of 
the Corporation's authorized but unissued or reacquired Common  Stock.  The 
aggregate number of Shares which may be issued as Awards or upon exercise of 
Awards under the Plan shall not exceed 1,800,000 shares.  The number of 
Shares subject to unexercised Options plus the number of Shares previously 
issued under the Plan shall not at any time exceed the number of Shares 
available for issuance under the Plan.  In the event that any unexercised 
Option, or any portion thereof, for any reason expires or is terminated, the 
unexercised or unvested Shares allocable to such Option may again be made 
subject to any Award. Any Shares withheld by the Corporation pursuant to 
Section 9.3 shall not be deemed to be issued.  The number of withheld Shares 
shall be deducted from the applicable Award and shall not entitle the 
Participant to receive additional Shares.  The limitations established by 
this Article VI shall be subject to adjustment in the manner provided in 
Section 8.5 hereof upon the occurrence of an event specified therein.

VII.   OPTIONS

       7.1    Stock Option Agreements.  Options shall be evidenced by written 
Stock Option Agreements in such form as the Committee shall from time to time 
determine.  Such agreements shall comply with and be subject to the terms and 
conditions set forth below.

       7.2    Type and Number of Shares.  Each Option shall state the type of 
Award and the number of Shares to which it pertains and shall provide for the 
adjustment thereof in accordance with the provisions of Section 8.5 hereof.

       7.3    Exercise Price.  Each Option shall state the Exercise Price 
thereof.  The Exercise Price in the case of any Incentive Stock Option shall 
not be less than the Fair Market Value on the date of grant and, in the case 
of any Option granted to an Optionee described in Section 5.2 hereof, shall 
not be less than 110% of the Fair Market Value on the date of grant.  The 
Exercise Price in the case of any Nonstatutory Stock Option shall not be less 
than 85% of the Fair Market Value on the date of grant.

       7.4    Medium and Time of Payment.  The Purchase Price shall be 
payable in full in United States dollars upon the exercise of the Option; 
provided, however, that if the applicable Stock Option Agreement so provides 
the Purchase Price may be paid (i) by the surrender of Shares in good form 
for transfer, owned by the Participant and having a Fair Market Value on the 
date of exercise equal to the Purchase Price, or in any combination of cash 
and Shares, as long as the sum of the cash so paid and the Fair Market Value 
of the Shares so surrendered equal the Purchase Price, (ii) by cancellation 
of indebtedness owed by the Corporation to the Participant, (iii) with a full 
recourse promissory note executed by the Participant, or (iv) any combination 
of the foregoing.  The interest rate and other terms and conditions of such 
note shall be determined by the Committee.  The Committee may require that 
the Participant pledge his or her Shares to the Corporation for the purpose 
of securing the payment of such note. In no event shall the stock 
certificate(s) representing such Shares be released to the Participant until 
such note is paid in full.  

       7.5    Term and Nontransferability of Options.  Each Option shall 
state the time or times which all or part thereof becomes exercisable.  No 
Option shall be exercisable after the expiration of 10 years from the date it 
was granted, and no Option granted to a Participant described in Section 5.2 
hereof shall be exercisable after the expiration of five years from the date 
it was granted.  During the lifetime of the Participant, the Option shall be 
exercisable only by the Participant and shall not be assignable or 
transferable. In the event of the Participant's death, the Option shall not 
be transferable by the Participant other than by will or the laws of descent 
and distribution.

                                       5

<PAGE>

       7.6    Modification, Extension, and Renewal of Option.  Within the 
limitations of the Plan, the Committee may modify, extend, or renew 
outstanding Options or accept the cancellation of outstanding Options (to the 
extent not previously exercised) for the granting of new Options in 
substitution therefor. The foregoing notwithstanding, no modification of an 
Option shall, without the consent of the Participant, alter or impair any 
rights or obligations under any Option previously granted.

       7.7    Limitation on Grant of Incentive Stock Options.  In the case of 
Incentive Stock Options granted hereunder, the aggregate Fair Market Value 
(determined as of the date of the grant thereof) of the Shares with respect 
to which Incentive Stock Options become exercisable by any Participant for 
the first time during any calendar year (under this Plan and all other Plans 
maintained by the Corporation, its parent, or its Subsidiaries) shall not 
exceed $100,000.  The Board or Committee may, however, with the Participant's 
consent authorize an amendment to the Incentive Stock Option which renders it 
a Nonstatutory Stock Option.  

       7.8    Other Provisions.  The Stock Option Agreements authorized under 
the Plan may contain such other provisions not inconsistent with the terms of 
the Plan (including, without limitation, restrictions upon the exercise of 
the Option) as the Committee shall deem advisable.

XIII.  RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS, AND BENEFICIARIES

       8.1     Employee Status.  Status as an Eligible Employee shall not be 
construed as a commitment that any Award will be made under the Plan to an 
Eligible Employee or to Eligible Employees generally.

       8.2    No Employment Contract.  Nothing contained in the Plan (or in 
the Award Agreements or in any other documents related to the Plan or to 
Awards) shall confer upon any Eligible Employee or any Participant any right 
to continue in the employ of the Corporation or constitute any contract or 
agreement of employment, or interfere in any way with the right of the 
Corporation to reduce such person's compensation or to terminate the 
employment of such Eligible Employee or Participant, with or without cause, 
but nothing contained in the Plan or any document  related thereto shall 
affect any other contractual right of any Eligible Employee or Participant.  
Nothing contained in the Plan (or in the Award Agreements or in any other 
documents related to the Plan or the Awards) shall confer upon any director 
of the Corporation any right to continue as a director of the Corporation.

       8.3    No Transferability.  Awards may be exercised only by, and 
amounts payable or shares issuable pursuant to an Award shall be paid only to 
or registered only in the name of, the Participant or, in the event of the 
Participant's death, to the Participant's Beneficiary or, in the event of the 
Participant's Disability, to the Participant's Personal Representative or, if 
there is none, to the Participant.  Other than by will or the laws of descent 
and distribution, no right or benefit under the Plan or any Award, including, 
without limitation, any Option or share of Restricted Stock that has not 
vested, shall be subject in any manner to anticipation, alienation, sale, 
transfer, assignment, pledge, encumbrance, or charge and any such attempted 
action shall be void and no such right or benefit shall be, in any manner, 
liable for, or subject to, debts, contract, liabilities, engagements, or 
torts of any Eligible Employee, Participant, or Beneficiary, in any case 
except as may otherwise be expressly required by applicable law.  The Board 
or the Committee shall disregard any attempt at transfer, assignment, or 
other alienation prohibited by the preceding sentence and shall pay or 
deliver such cash or shares of Common Stock in accordance with the provisions 
of the Plan.  Notwithstanding the foregoing, the Board or the Committee may 
authorize exercise by or transfers or payments to a third party in a specific 
case or more generally; provided, however, with respect to any option or 
similar right (including any Stock Appreciation Right), such discretion may 
only be exercised to the extent that applicable rules under Section 16 of the 
Exchange Act would so permit without disqualifying the Plan from certain 
benefits thereunder.

                                       6

<PAGE>

       8.4    Plan Not Funded.  No Participant, Beneficiary, or other person 
shall have any right, title, or interest in any fund or in any specific asset 
(including shares of Common  Stock) of the Corporation by reason of any Award 
granted hereunder.  There shall be no funding of any benefits which may 
become payable hereunder.  Neither the provisions of the Plan (or of any 
documents related hereto), nor the creation or adoption of the Plan, nor any 
action taken pursuant to the provisions of the Plan shall create, or be 
construed to create, a trust of any kind or a fiduciary relationship between 
the Corporation and any Participant, Beneficiary, or other person.  To the 
extent that a Participant, a Beneficiary, or other person acquires a right to 
receive an Award hereunder, such right shall be no greater than the right of 
any unsecured general creditor of the Corporation.  Awards payable under the 
Plan shall be paid in shares of Common  Stock or from the general assets of 
the Corporation, and no special or separate fund or deposit shall be 
established and no segregation of assets or shares shall be made to assure 
payment of such Awards.

       8.5    Adjustment Upon Recapitalizations and Corporate Changes.  If 
the outstanding shares of Common  Stock are changed into or exchanged for 
cash or a different number or kind of shares or securities of the 
Corporation, or if the outstanding shares of the Common  Stock are increased, 
decreased, exchanged for, or otherwise changed, or if additional shares or 
new or different shares or securities are distributed with respect to the 
outstanding shares of the Common Stock, through a reorganization or merger in 
which the Corporation is the surviving entity or through a combination, 
consolidation, recapitalization, reclassification, stock split, stock 
dividend, reverse stock split, stock consolidation, or other capital change 
or adjustment, an appropriate adjustment shall be made in the number and kind 
of shares of other consideration that is subject to or may be delivered under 
the Plan and pursuant to outstanding Awards.  A corresponding adjustment to 
the consideration payable with respect to Awards granted prior to any such 
change and to the price, if any, to be paid in connection with Restricted 
Stock Awards shall also be made as appropriate. Corresponding adjustments 
shall be made with respect to Stock Appreciation Rights related to Options to 
which they are related.  In addition, the Board or the Committee may grant 
such additional rights in the foregoing circumstances as the Board or the 
Committee deems to be in the best interest of any Participant and the 
Corporation in order to preserve for the Participant the benefits of an Award.

       8.6    Termination of Employment, Except by Death, Disability, or 
Retirement. If a Participant ceases to be an Employee for any reason other 
than his or her death, Disability or Retirement, such Participant shall have 
the right, subject to the restrictions of Section 8.3 above, to exercise any 
Award at any time within three months after termination of employment, but 
only to the extent that, at the date of termination of employment, the 
Participant's right to exercise such Award had accrued pursuant to the terms 
of the applicable agreement and had not previously been exercised; provided, 
however, that if the Participant was terminated for cause (as defined in the 
applicable agreement), any Award not exercised in full prior to such 
termination shall be canceled. For this purpose, the employment relationship 
shall be treated as continuing intact while the Participant is on military 
leave, sick leave, or other bona fide leave of absence (to be determined in 
the sole discretion of the Board or the Committee).  The foregoing 
notwithstanding, in the case of an Incentive Stock Option, employment shall 
not be deemed to continue beyond the 90th day after the Participant's 
reemployment rights are guaranteed by statute or by contract.

       8.7    Death of Participant.  If a Participant dies while an Employee, 
or after ceasing to be an Employee but during the period while he or she 
could have exercised the Award under this Section 8.7, and has not fully 
exercised the Award, then the Award may be exercised in full at any time 
within 12 months after the Participant's death (but not later than the date 
of termination fixed in the applicable agreement), by the executors or 
administrators of his or her estate or by any person or persons who have 
acquired the Award directly from the Participant by bequest or inheritance, 
but only to the extent that, at the date of death, the Participant's right to 
exercise such Award had accrued and had not been forfeited pursuant to the 
terms of the applicable agreement and had not previously been exercised.

                                       7

<PAGE>

       8.8    Disability of Participant.  If a Participant ceases to be an 
Employee by reason of Disability, such Participant shall have the right to 
exercise the Award at any time within 12 months after termination of 
employment (but not later than the termination date fixed in the applicable 
Agreement), but only to the extent that, at the date of termination of 
employment, the Participant's right to exercise such Award had accrued 
pursuant to the terms of the applicable Award Agreement and had not 
previously been exercised.

       8.9    Retirement of Participant.  If a Participant ceases to be an 
Employee by reason of Retirement, such Participant shall have the right to 
exercise the Award at any time within three  months after termination of 
employment (but not later than the termination date fixed in the applicable 
Award Agreement), but only to the extent that, at the date of termination of 
employment, the Participant's right to exercise such Award had accrued 
pursuant to the terms of the applicable Award Agreement and had not 
previously been exercised.

       8.10   Rights as a Stockholder.  A Participant, or a transferee of a 
Participant, shall have no rights as a stockholder with respect to any Shares 
covered by his or her Award until the date of the issuance of a stock 
certificate for such Shares.  No adjustment shall be made for dividends 
(ordinary or extraordinary, whether in cash, securities, or other property), 
distributions or other rights for which the record date is prior to the date 
such stock certificate is issued, except as provided in Section 8.5 hereof.

       8.11   Deferral of Payments.  The Board or the Committee may approve 
the deferral of any payments that may become due under the Plan.  Such 
deferrals shall be subject to any conditions, restrictions, or requirements 
as the Board or the Committee may determine.

       8.12   Acceleration of Awards.  Immediately prior to the occurrence of 
an Event, (i) each Option and Stock Appreciation Right under the Plan shall 
become exercisable in full; (ii) Restricted Stock delivered under the Plan 
shall immediately vest free of restrictions; and (iii) each other Award 
outstanding under the Plan shall be fully vested or exercisable, unless, 
prior to the Event, the Board or the Committee otherwise determines that 
there shall be no such acceleration or vesting of an Award or otherwise 
determines those Awards which shall be accelerated or vested and to the 
extent to which they shall be accelerated or vested, or that an Award shall 
terminate, or unless in connection with such Event the Board provides (A) for 
the assumption of such Awards theretofore granted; or (B) for the 
substitution for such Awards of new awards covering securities or obligations 
(or any combination thereof) of a successor corporation, or a parent or 
subsidiary thereof, with appropriate adjustments as to number and kind of 
shares and prices; or (C) for the payment of the fair market value of the 
then outstanding Awards.  In addition, the Board or the Committee may grant 
such additional rights in the foregoing circumstances as the Board or the 
Committee deems to be in the best interest of the Participant and the 
Corporation in order to preserve for the Participant the benefits of an 
Award.  For purposes of this Section 8.12 only, Board shall mean the Board of 
Directors of the Corporation as constituted immediately prior to the Event.  
In addition, the Board may in its sole discretion accelerate the 
exercisability or vesting of any or all Awards outstanding under the Plan in 
circumstances under which the Board or the Committee determines such 
acceleration appropriate.

IX.    MISCELLANEOUS

       9.1    Termination, Suspension, and Amendment.  The Board or the 
Committee may, at any time, suspend, amend, modify, or terminate the Plan (or 
any part thereof) and may, with the consent of a Participant, authorize such 
modifications of the terms and conditions of such Participant's Award as it 
shall deem advisable; provided that, except as permitted under the provisions 
of Section 8.5 hereof, no amendment or modification of the Plan may be 
adopted without approval by a majority of the shares of the Common  Stock 
represented (in person or by proxy) at a meeting of stockholders at which a 
quorum is present and entitled to vote thereat, if such amendment or 
modification would:

                                       8

<PAGE>

                     (i)    materially increase the benefits accruing to 
Participants under the Plan within the meaning of Rule 16b-3 under the 
Exchange Act or any successor provision;

                     (ii)   materially increase the aggregate number of 
shares which may be delivered pursuant to Awards granted under the Plan; or

                     (iii)  materially modify the requirements of eligibility 
for participation in the Plan.

Neither adoption of the Plan nor the provisions hereof shall limit the 
authority of the Board to adopt other Plans or to authorize other payments of 
compensation and benefits under applicable law.  No Awards under the Plan may 
be granted or amended during any suspension of the Plan or after its 
termination.  The amendment, suspension, or termination of the Plan shall 
not, without the consent of the Participant, alter or impair any rights or 
obligations pertaining to any Awards granted under the Plan prior to such 
amendment, suspension, or termination.

       9.2    No Fractional Shares.  No Award or installment thereof shall be 
exercisable except in respect of whole shares, and fractional share interests 
shall be disregarded.  

       9.3    Tax Withholding.  As required by law, federal, state, or local 
taxes that are subject to the withholding of tax at the source shall be 
withheld by the Corporation as necessary to satisfy such requirements.  The 
Corporation is entitled to require deduction from other compensation payable 
to each Participant or, in the alternative:  (i) the Corporation may require 
the Participant to advance such sums; or (ii) if a Participant elects, the 
Corporation may withhold (or require the return of) Shares having the Fair 
Market Value equal to the sums required to be withheld.  If the Participant 
elects to advance such sums directly, written notice of that election shall 
be delivered prior to such exercise and, whether pursuant to such election or 
pursuant to a requirement imposed by the Corporation, payment in cash or by 
check of such sums for taxes shall be delivered within 10 days after the 
exercise date.  If the Participant elects to have the Corporation withhold 
Shares (or be entitled to the return of Shares) having a Fair Market Value 
equal to the sums required to be withheld, the value of the Shares to be 
withheld (or returned) will be equal to the Fair Market Value on the date the 
amount of tax to be withheld (or subject to return) is to be determined (the 
"Tax Date").  

       9.4    Restrictions on Elections Made by Participants.  Elections by 
Participants to have Shares withheld (or subject to return) for this purpose 
will be subject to the following restrictions:  (i) the election must be made 
prior to the Tax Date; (ii) the election must be irrevocable; (iii) the 
election will be subject to the Board's disapproval; and (iv) if the 
Participant is an "officer" within the meaning of Section 16 of the Exchange 
Act, the election shall be subject to such additional restrictions as the 
Board or the Committee may impose in an effort to secure the benefits of any 
regulations thereunder.

       9.5    Limitations on the Corporation's Obligations.  The Corporation 
shall not be obligated to issue shares and/or distribute cash to the 
Participant upon any Award exercise until such payment has been received or 
Shares have been withheld, unless withholding (or offset against a cash 
payment) as of or prior to the exercise date is sufficient to cover all such 
sums due or which may be due with respect to such exercise.  In addition, the 
Board or the Committee may grant to a Participant a cash bonus  in any amount 
required by federal, state, or local tax law to be withheld with respect to 
an Award.

       9.6    Compliance with Laws.  The Plan, the granting of Awards under 
the Plan, the Stock Option Agreements, and Stock Purchase Agreements and the 
delivery of Options, Shares, and Awards (and/or the payment of money or 
Common Stock) pursuant thereto and the extension of any loans hereunder are 
subject to such additional requirements as the Board or the Committee may 
impose to 

                                       9

<PAGE>

assure or facilitate compliance with all applicable federal and state laws, 
rules and regulations (including, without limitation, securities laws and 
margin requirements) and to such approvals by any regulatory or governmental 
agency which may be necessary or advisable in connection therewith.  In 
connection with the administration of the Plan or the grant of any Award, the 
Board or the Committee may impose such further limitations or conditions as 
in its opinion may be required or advisable to satisfy, or secure the 
benefits of, applicable regulatory requirements (including those rules 
promulgated under Section 16 of the Exchange Act or those rules that 
facilitate exemption from or compliance with the Securities Act or the 
Exchange Act), the requirements of any stock exchange upon which such shares 
or shares of the same class are then listed, and any blue sky or other 
securities laws applicable to such shares.

       9.7    Governing Laws.  The Plan and all Awards granted under the Plan 
and the documents evidencing Awards shall be governed by, and construed in 
accordance with, the laws of the State of Utah as the  Corporation's 
principle place of business.
       
       9.8    Securities Law Requirements.

              (a)    Legality of Issuance.  The issuance of any Shares upon 
the exercise of any Option and the grant of any Option shall be contingent 
upon the following:

                     (i)    the Corporation and the Participant shall have 
taken all actions required to register the Shares under the Securities Act of 
1933, as amended (the "Securities Act"), and to qualify the Option and the 
Shares under any and all applicable state securities or "blue sky" laws or 
regulations, or to perfect an exemption from the respective registration and 
qualification requirements thereof;

                     (ii)   any applicable listing requirement of any stock 
exchange on which the Common  Stock is listed shall have been satisfied; and

                     (iii)  any other applicable provision of state or 
Federal law shall have been satisfied.

              (b)    Restrictions on Transfer.  Regardless of whether the 
offering and sale of Shares under the Plan has been registered under the 
Securities Act or has been registered or qualified under the securities laws 
of any state, the Corporation may impose restrictions on the sale, pledge, or 
other transfer of such Shares (including the placement of appropriate legends 
on stock certificates) if, in the judgment of the Corporation and its 
counsel, such restrictions are necessary or desirable in order to achieve 
compliance with the provisions of the Securities Act, the securities laws of 
any state, or any other law. In the event that the sale of Shares under the 
Plan is not registered under the Securities Act but an exemption is available 
which required an investment representation or other representation, each 
Participant shall be required to represent that such Shares are being 
acquired for investment, and not with a view to the sale or distribution 
thereof, and to make such other representations as are deemed necessary or 
appropriate by the Corporation and its counsel.  Any determination by the 
Corporation and its counsel in connection with any of the matters set forth 
in this Section 9.8(b) shall be conclusive and binding on all persons.  Stock 
certificates evidencing Shares acquired under the Plan pursuant to an 
unregistered transaction shall bear the following restrictive legend and such 
other restrictive legends as are required or deemed advisable under the 
provisions of any applicable law:

       THESE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN
       REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED (THE
       "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ISSUED
       IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS. 
       THESE SHARES OR ANY INTEREST HEREIN MAY NOT, BE OFFERED, SOLD OR
       TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND APPLICABLE 

                                       10

<PAGE>

       STATE SECURITIES LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
       OF THE ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.

              (c)    Registration or Qualification of Securities.  The 
Corporation may, but shall not be obligated to register or qualify the 
issuance of Awards and/or the sale of Shares under the Securities Act or any 
other applicable law.  The Corporation shall not be obligated to take any 
affirmative action in order to cause the issuance of Awards or the sale of 
Shares under the Plan to comply with any law.

              (d)    Exchange of Certificates.  If, in the opinion of the 
Corporation and its counsel, any legend placed on a stock certificate 
representing shares issued under the Plan is no longer required, the holder 
of such certificate shall be entitled to exchange such certificate for a 
certificate representing the same number of Shares but lacking such legend.

       9.9    Execution.  To record the adoption of the Plan in the form set 
forth above by the Board effective as of June 1, 1997, the Corporation has 
caused this Plan to be executed in the name and on behalf of the Corporation 
where provided below by an officer of the Corporation thereunto duly 
authorized.


                                       ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.


                                       By: /s/ Culley W. Davis
                                          ---------------------------
                                       Culley W. Davis, President


ATTEST:


/s/ Mark S. Brewer
-----------------------------
Mark S. Brewer, Secretary


(SEAL) 

                                       11

<PAGE>

                          INCENTIVE STOCK OPTION AGREEMENT
                                          
                                  PURSUANT TO THE
                                          
                        1997 STOCK OPTION AND INCENTIVE PLAN
                                         OF
                     ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.

       THIS INCENTIVE STOCK OPTION AGREEMENT (the "Agreement"), is made as of 
__________________ (the "Effective Date") by and between ENVIRONMENTAL SYSTEMS 
AND SOLUTIONS, INC., a Utah corporation, (the "COMPANY") and 
______________________ (the "OPTIONEE"), pursuant to the COMPANY's 1997 Stock 
Option and Incentive Plan (the "Plan").

       The Board of Directors of the COMPANY has adopted the Plan as of June 
1, 1997 to which this Agreement and the option granted hereunder ("Option") 
are subject, and the Board of Directors of the COMPANY has determined that it 
is to the advantage and in the best interest of the COMPANY and its 
stockholders to grant the Option provided for herein to OPTIONEE as an 
inducement to remain in the employ of the COMPANY, and as an incentive for 
increased effort during such service.

       1.     GRANT OF OPTION.  The Company grants to OPTIONEE the right and 
option to purchase from the COMPANY, on the terms and conditions hereinafter 
set forth, all or any part of an aggregate of ________________ shares of the 
authorized $.001 par value Common  Stock of the COMPANY, at the purchase 
price of $1.00 per share (being not less than the fair market value per share 
of said stock on the date hereof) as OPTIONEE may from time to time elect, 
exercisable on or after the Effective Date hereof for a period of 10 years 
(the latter date hereinafter referred to as the "Terminal Date"), all in 
accordance with the schedule attached hereto and marked Exhibit "A."  No 
partial exercise of such Option may be for less than 250 full shares, unless 
the number purchased is the total number at the time purchasable under the 
Option.  In no event shall the COMPANY be required to transfer fractional 
shares to OPTIONEE.  This Agreement and the Option granted hereunder are 
subject to the Plan, a copy of which is attached hereto and incorporated 
herein by reference as Exhibit "B."

       2.     METHOD OF EXERCISE.  The Option granted hereunder shall be 
exercisable, from the Effective Date, as hereinabove provided, by written 
notice which shall; 

              2.1    state the election to exercise the Option, the number of 
shares in respect of which it is being exercised, the person in whose name  
the shares are to be issued (if the shares are issued to individuals), the 
names, addresses, and Social Security Numbers of such persons;

              2.2    contain such representations and agreements as to the 
holder's investment intent with respect to such shares of Common  Stock as 
are required by law or as may be satisfactory to the COMPANY's counsel;
       
              2.3    be signed by the person or persons entitled to exercise 
the Option and, if the Option is being exercised by any person or persons 
other than the OPTIONEE, be accompanied by proof, satisfactory to counsel for 
the COMPANY, of the right of such person or persons to exercise the Option; 
and

              2.4    be accompanied by a payment for the purchase price of 
those shares with respect to which the Option is being exercised in the form 
of cash or check.  

                                       1

<PAGE>

       3.     ISSUING OF STOCK CERTIFICATES.  The certificate or certificates 
for shares of Common  Stock as to which the Option shall be exercised shall 
be registered in the name of the person or persons exercising the Option.  
The COMPANY shall not be required to transfer or deliver any certificate or 
certificates for the shares purchased upon exercise of the Option granted 
hereunder until (a) compliance with the terms of this Agreement, (b) 
compliance with all then applicable requirements of law; and (c) admission of 
such shares for trading privileges on any stock exchange on which the stock 
may then be listed.

       4.     STOCK SUBJECT TO THE OPTION.  The COMPANY shall set aside the 
number of shares of Common  Stock of the COMPANY subject to be granted upon 
exercise of this Option which it now holds as authorized and unissued shares. 
If the Option should expire or become unexercisable for any reason without 
having been exercised in full, the unpurchased shares which were subject 
thereto shall be free from any restrictions occasioned by this Option 
Agreement.  If the COMPANY has been listed on a stock exchange, the COMPANY 
will not be required to issue or deliver any certificate or certificates for 
shares to be issued hereunder until such shares have been listed (or 
authorized for listing upon official notice of issuance) upon each stock 
exchange on which outstanding shares of the same class may then be listed and 
until the COMPANY has taken such steps as may, in the opinion of counsel for 
the COMPANY, be required by law and applicable regulations, including the 
rules and regulations of the Securities and Exchange Commission, and state 
blue sky laws and regulations, in connection with the issuance or sale of 
such shares.  The COMPANY will use its best efforts to comply with any such 
requirements forthwith upon the exercise of the Option.

       5.     TERMINATION OF OPTION.  The Option and all rights granted 
hereunder to the extent such rights shall not have been exercised, shall 
terminate and become null and void on the Terminal Date or sooner if OPTIONEE 
ceases to be in the continuous employ of the COMPANY (whether by resignation, 
retirement, dismissal, or otherwise), except that:  (a) in the event of 
termination of such employment for any reason other than the permanent 
disability of OPTIONEE, as defined in Section 22(e)(3) of the Internal 
Revenue Code, as amended and as presently in effect (the "Code"),  OPTIONEE 
may at any time within a period of three months thereafter exercise the 
Option granted hereunder to the extent such Option was exercisable by 
OPTIONEE on the date of the termination of such employment; and (b) in the 
event of the permanent disability of OPTIONEE while in the employ of the 
COMPANY, the Option granted hereunder, to the extent that OPTIONEE was 
entitled to exercise such Option on the date of OPTIONEE's disability, may be 
exercised within one year after such termination as a result of disability by 
OPTIONEE or the person or persons to whom OPTIONEE's rights under the Option 
granted hereby shall pass by will or by the applicable laws of descent and 
distribution.  Notwithstanding anything herein to the contrary, however, the 
Option and all rights herein granted shall in all events terminate and become 
null and void 10 years from the date of this Agreement.

       6.     LIMITATION UPON TRANSFER.  During the lifetime of OPTIONEE, the 
Option and all rights granted hereunder shall be exercisable only by 
OPTIONEE, and except as in paragraph 5 otherwise provided, the Option and all 
rights granted hereunder shall not be transferred, assigned, pledged, or 
hypothecated in any way (whether by operation of law or otherwise), and shall 
not be subject to execution, attachment, or similar process.  Upon any 
attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of 
such Option or of such rights contrary to the provisions hereof, or upon the 
levy of any attachment or similar process upon such Option or such rights, 
such Option and such rights shall immediately become null and void.

       7.     CONDITION OF EMPLOYMENT.  In order to be entitled to exercise 
the Option granted hereunder as to the first increment of shares as shown in 
Exhibit "A," OPTIONEE must remain in the continuous employ of the COMPANY for 
the period of at least six months from the date hereof.

       8.     STOCK AS INVESTMENT.  By accepting this Option, the OPTIONEE 
acknowledges for OPTIONEE or any heirs and legatees, that any and all shares 
purchased hereunder shall be acquired for investment and not for 
distribution, and upon the transfer of any or all of the shares subject to 
the 

                                       2

<PAGE>

Option granted hereunder, the OPTIONEE, or heirs or legatees receiving such 
shares, shall deliver to the COMPANY a representation in writing that such 
shares are being acquired in good faith for investment and not for 
distribution.  The OPTIONEE shall not dispose (whether by sale, exchange, 
gift, or any other transfer) of any shares of stock acquired pursuant to the 
exercise of the Option granted hereunder, within two years after the grant of 
this Option or one year after the transfer of such shares to him upon his 
exercise of such Option.  OPTIONEE further recognizes that any disposition 
(whether a sale, exchange, gift, or any other transfer) of any shares of 
stock prior to the aforementioned periods will not only be a breach of this 
Agreement, but will also disqualify the Option as a Incentive Stock Option 
under Section 422A of the Code. 

       9.     RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of 
any change in the Common  Stock of the COMPANY subject to the Option granted 
hereunder, through merger, consolidation, reorganization, recapitalization, 
stock split, stock dividend, or other change in the corporate structure, 
appropriate adjustment shall be made by the COMPANY in the number of shares 
subject to such Option and the price per share; provided, however, that in 
accordance with the provisions of Section 425(a) of the Code, a new Option 
may be substituted for the Option granted hereunder or such Option may be 
assumed by an employer corporation, or a parent or subsidiary of such 
corporation, in connection with any transaction to which such Section is 
applicable.  Upon the dissolution or liquidation of the COMPANY other than in 
connection with a transaction to which such Section is applicable, the Option 
granted hereunder shall terminate and become null and void, but OPTIONEE 
shall have the right immediately prior to such dissolution or liquidation to 
exercise the Option granted hereunder to the full extent not before exercised.

       10.    RIGHT AS STOCKHOLDER.  Neither OPTIONEE nor his executors, 
administrators, heirs or legatees, shall be or have any rights or privileges 
of a stockholder of the COMPANY in respect of the shares transferable upon 
exercise of the Option granted hereunder, unless and until certificates 
representing such shares shall have been endorsed, transferred, and delivered 
and the transferee has caused his name to be entered as the stockholder of 
record on the books of the COMPANY.

       11.    NOTICES.  Any notice to be given under the terms of this 
Agreement shall be addressed to the COMPANY in care of its Secretary at the 
main offices for the transaction of its business, and any notice to be given 
to OPTIONEE shall be addressed to OPTIONEE at the address set forth above, or 
at such other place as either party may hereafter designate in writing to the 
other.  Any such notice shall be deemed duly given when enclosed in a 
properly sealed envelope or wrapper addressed as herein required, certified 
and deposited (postage and certification prepaid) in a post office regularly 
maintained by the United States Government.

       12.    BENEFITS OF AGREEMENT.  This Agreement shall inure to the 
benefit of and be binding upon each successor of the COMPANY.  All 
obligations imposed upon the OPTIONEE and all rights granted to the COMPANY 
under this Agreement shall be binding upon the OPTIONEE's heirs, legal 
representatives, and successors.  This Agreement shall be the sole and 
exclusive source of any and all rights which the OPTIONEE, OPTIONEE's heirs, 
legal representatives, or successors may have in respect to the Plan or any 
options or Common  Stock granted or issued thereunder, whether to OPTIONEE, 
or to any other person.

       13.    INTERNAL REVENUE CODE.  All Options granted hereunder are 
granted pursuant to the Internal Revenue Code, as amended, as it is in force 
and effect at the date of grant.

       14.    RESOLUTION OF DISPUTES.  Any dispute or disagreement which 
should arise under, or as a result of, or in any way relate to, the 
interpretation, construction, or application of this Agreement will be 
determined by the Board of Directors of the COMPANY.  Any determination made 
hereunder shall be final, binding, and conclusive for all purposes.

                                       3

<PAGE>

       IN WITNESS WHEREOF, the COMPANY has caused these presents to be 
executed on its behalf by its President, to be sealed by its corporate seal, 
and attested by its Secretary, and OPTIONEE has hereunto set his or her hand 
the date and year first above written, which is the time of the granting of 
the Option hereunder.


"COMPANY"                                        "OPTIONEE"
ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.   
a Nevada corporation


By:
   -------------------------------               -------------------------
   Culley W. Davis, CHIEF EXECUTIVE OFFICER
                                                 -------------------------


Corporate Seal


ATTEST:


By: 
   -------------------------------
   ___________________, SECRETARY


                                       4

<PAGE>

                                    EXHIBIT "A"

                          INCENTIVE STOCK OPTION AGREEMENT
                                          
                                  PURSUANT TO THE
                                          
                        1997 STOCK OPTION AND INCENTIVE PLAN
                                         OF
                     ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.

                                -------------------
                                 EXERCISE SCHEDULE

<TABLE>
<CAPTION>

       Option Period                                        Number of Exercisable Option Shares
       -------------                                        -----------------------------------
<S>                                                         <C>
1.     On or after January 1st, after the first full                 1/3 of Total Grant 
       year following the Company's becoming                        
       publicly traded through Terminal Date                        
                                                                    
2.     On or after January 1st, after the second full                1/3 of Total Grant 
       year following the Company's becoming                        
       publicly traded through Terminal Date                        
                                                                    
3.     On or after January 1st, after the third full                 1/3 of Total Grant 
       year following the Company's becoming 
       publicly traded through Terminal Date      

</TABLE>

                                       5

<PAGE>

                     NON-QUALIFIED STOCK OPTION AGREEMENT
                                          
                                  PURSUANT TO THE
                                          
                        1997 STOCK OPTION AND INCENTIVE PLAN
                                         OF
                     ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.

       THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made 
as of __________________ (the "Effective Date") by and between ENVIRONMENTAL 
SYSTEMS AND SOLUTIONS, INC., a Utah corporation, (the "COMPANY") and 
__________________________ (the "OPTIONEE"), pursuant to the COMPANY's 1997 
Stock Option and Incentive Plan (the "Plan").

       The Board of Directors of the COMPANY has adopted the Plan as of June 
1, 1997 to which this Agreement and the option granted hereunder ("Option") 
are subject, and the Board of Directors of the COMPANY has determined that it 
is to the advantage and in the best interest of the COMPANY and its 
stockholders to grant the Option provided for herein to OPTIONEE to afford 
additional incentive to consultants, vendors, customers, and others to 
increase their efforts in providing significant services to the COMPANY.

       1.     GRANT OF OPTION.  The Company grants to OPTIONEE the right and 
Option to purchase from the COMPANY, on the terms and conditions hereinafter 
set forth, all or any part of an aggregate of ________________ shares of the 
authorized no par value Common  Stock of the COMPANY, at the purchase price 
of $1.00 per share (being not less than 85% of the fair market value per 
share of said stock on the date hereof) as OPTIONEE may from time to time 
elect, exercisable on or after the Effective Date hereof for a period of 10 
years (the latter date hereinafter referred to as the "Terminal Date"), all 
in accordance with the schedule attached hereto and marked Exhibit "A."  No 
partial exercise of such Option may be for less than 250 full shares, unless 
the number purchased is the total number at the time purchasable under the 
option.  In no event shall the COMPANY be required to transfer fractional 
shares to OPTIONEE. This Agreement and the Option granted hereunder are 
subject to the Plan, a copy of which is attached hereto and incorporated 
herein by reference as Exhibit "B."

       2.     METHOD OF EXERCISE.  The Option granted hereunder shall be 
exercisable, from time to time, as hereinabove provided, by written notice 
which shall; 

              2.1    state the election to exercise the Option, the number of 
shares in respect of which it is being exercised, the person in whose name  
the shares are to be issued (if the shares are issued to individuals), the 
names, addresses, and Social Security Numbers of such persons;

              2.2    contain such representations and agreements as to the 
holder's investment intent with respect to such shares of Common  Stock as 
are required by law or as may be satisfactory to the COMPANY's counsel;

              2.3    be signed by the person or persons entitled to exercise 
the Option and, if the Option is being exercised by any person or persons 
other than the OPTIONEE, be accompanied by proof, satisfactory to counsel for 
the COMPANY, of the right of such person or persons to exercise the Option; 
and

              2.4    be accompanied by a payment for the purchase price of 
those shares with respect to which the Option is being exercised in the form 
of cash or check.  

                                       1

<PAGE>

       3.     ISSUING OF STOCK CERTIFICATES.  The certificate or certificates 
for shares of Common  Stock as to which the Option shall be exercised shall 
be registered in the name of the person or persons exercising the Option.  
The COMPANY shall not be required to transfer or deliver any certificate or 
certificates for the shares purchased upon exercise of the Option granted 
hereunder until (a) compliance with the terms of this Agreement, (b) 
compliance with all then applicable requirements of law; and (c) admission of 
such shares for trading privileges on any stock exchange on which the stock 
may then be listed.

       4.     TERMINATION OF OPTION.  The Option and all rights granted 
hereunder to the extent such rights shall not have been exercised, shall 
terminate and become null and void on the Terminal Date.

       5.     TRANSFERABILITY OF OPTION.  This Option may be transferred in 
any manner by will or the laws of descent or distribution and may be 
exercised during the lifetime of the OPTIONEE or by an assignee of the 
OPTIONEE.

       6.     STOCK SUBJECT TO THE OPTION.  The COMPANY shall set aside the 
number of shares of Common  Stock of the COMPANY subject to be granted upon 
exercise of this Option which it now holds as authorized and unissued shares. 
If the Option should expire or become unexercisable for any reason without 
having been exercised in full, the unpurchased shares which were subject 
thereto shall be free from any restrictions occasioned by this Option 
Agreement.  If the COMPANY has been listed on a stock exchange, the COMPANY 
will not be required to issue or deliver any certificate or certificates for 
shares to be issued hereunder until such shares have been listed (or 
authorized for listing upon official notice of issuance) upon each stock 
exchange on which outstanding shares of the same class may then be listed and 
until the COMPANY has taken such steps as may, in the opinion of counsel for 
the COMPANY, be required by law and applicable regulations, including the 
rules and regulations of the Securities and Exchange Commission, and state 
blue sky laws and regulations, in connection with the issuance or sale of 
such shares.  The COMPANY will use its best efforts to comply with any such 
requirements forthwith upon the exercise of the Option.

       7.     RECLASSIFICATION, CONSOLIDATION, OR MERGER.  In the event of 
any change in the Common  Stock of the COMPANY subject to the Option granted 
hereunder, through merger, consolidation, reorganization, recapitalization, 
stock split, stock dividend, or other change in the corporate structure, 
appropriate adjustment shall be made by the COMPANY in the number of shares 
subject to such Option and the price per share; provided, however, that in 
accordance with the provisions of Section 425(a) of the Code, a new Option 
may be substituted for the Option granted hereunder or such Option may be 
assumed by an employer corporation, or a parent or subsidiary of such 
corporation, in connection with any transaction to which such Section is 
applicable.  Upon the dissolution or liquidation of the COMPANY other than in 
connection with a transaction to which such Section is applicable, the Option 
granted hereunder shall terminate and become null and void, but OPTIONEE 
shall have the right immediately prior to such dissolution or liquidation to 
exercise the Option granted hereunder to the full extent not before exercised.

       8.     RIGHT AS STOCKHOLDER.  Neither OPTIONEE nor his executors, 
administrators, heirs, or legatees, shall be or have any rights or privileges 
of a stockholder of the COMPANY in respect of the shares transferable upon 
exercise of the Option granted hereunder, unless and until certificates 
representing such shares shall have been endorsed, transferred, and delivered 
and the transferee has caused his name to be entered as the stockholder of 
record on the books of the COMPANY.

       9.     NOTICES.  Any notice to be given under the terms of this 
Agreement shall be addressed to the COMPANY in care of its Secretary at the 
main offices for the transaction of its business, and any notice to be given 
to OPTIONEE shall be addressed to OPTIONEE at the address set forth above, or 
at such other place as either party may hereafter designate in writing to the 
other.  Any such notice shall be deemed duly given when enclosed in a 
properly sealed envelope or wrapper addressed as herein 

                                       2

<PAGE>

required, certified, and deposited (postage and certification prepaid) in a 
post office regularly maintained by the United States Government.

       10.    BENEFITS OF AGREEMENT.  This Agreement shall inure to the 
benefit of and be binding upon each successor of the COMPANY.  All 
obligations imposed upon the OPTIONEE and all rights granted to the COMPANY 
under this Agreement shall be binding upon the OPTIONEE's heirs, legal 
representatives, and successors.  This Agreement shall be the sole and 
exclusive source of any and all rights which the OPTIONEE, OPTIONEE's heirs, 
legal representatives, or successors may have in respect to the Plan or any 
options or Common  Stock granted or issued thereunder, whether to OPTIONEE, 
or to any other person.

       11.    RESOLUTION OF DISPUTES.  Any dispute or disagreement which 
should arise under, or as a result of, or in any way relate to, the 
interpretation, construction, or application of this Agreement will be 
determined by the Board of Directors of the COMPANY.  Any determination made 
hereunder shall be final, binding, and conclusive for all purposes.

       IN WITNESS WHEREOF, the COMPANY has caused these presents to be 
executed on its behalf by its President, to be sealed by its corporate seal, 
and attested by its Secretary, and OPTIONEE has hereunto set his or her hand 
the date and year first above written, which is the time of the granting of 
the Option hereunder.


"COMPANY"                                        "OPTIONEE"
ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.        
a Utah corporation


By:
   ------------------------------------          --------------------
   Culley W. Davis, PRESIDENT
                                                 --------------------


Corporate Seal


ATTEST:


By:
   ------------------------------------
   ________________________, SECRETARY


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<PAGE>

                                   EXHIBIT "A"

                        NON-QUALIFIED STOCK OPTION AGREEMENT
                                          
                                  PURSUANT TO THE
                                          
                        1997 STOCK OPTION AND INCENTIVE PLAN
                                         OF
                     ENVIRONMENTAL SYSTEMS AND SOLUTIONS, INC.

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

                                 EXERCISE SCHEDULE

<TABLE>
<CAPTION>
       Option Period                                       Number of Exercisable Option Shares     
       -------------                                       -----------------------------------
<S>                                                        <C>
1.     On or after January 1st, after the first full                 1/3 of Total Grant 
       year following the Company's becoming                        
       publicly traded through Terminal Date                        
                                                                    
2.     On or after January 1st, after the second full                1/3 of Total Grant 
       year following the Company's becoming                        
       publicly traded through Terminal Date                        
                                                                    
3.     On or after January 1st, after the third full                 1/3 of Total Grant 
       year following the Company's becoming 
       publicly traded through Terminal Date      

</TABLE>

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