Qui Vive, Inc.
                   (A Subsidiary of Sundog Technologies, Inc.)
                        Stock Option Grant and Agreement

         Pursuant to the terms and  conditions of the Qui Vive,  Inc. 1998 Stock
Option and Incentive Plan (the "Plan"),  Qui Vive, Inc., a Delaware  corporation
(the "Company") and subsidiary of Sundog Technologies,  Inc. ("Sundog"),  hereby
grants to the Participant an Option to purchase  shares of the Company's  common
stock on the following terms and conditions:

         1.   Identifying  Provisions.  As used in this  Option,  the  following
terms shall have the following respective meanings (see also Section 9):

         a.   "Participant" is xxxx

         b.   "Date of Grant" is (hire date)

         c.   Number of "Covered Shares" is (amount listed in offer letter)

         d.   "Exercise Price" Per Share is (amount listed in offer letter)

         2.   Award. This Agreement specifies the terms of the option ("Option")
granted to the  Participant  to  purchase  the  number of Covered  Shares at the
Exercise  Price set forth above in  Paragraph  1. The Option is not  intended to
constitute an "incentive stock option" as that term is used in Code section 422.

         3.   Date of  Exercise.  Except as limited by this  Agreement or by the
Plan, this Option shall become exercisable  pursuant to the vesting schedule set
forth below until and  including the  Expiration  Date of this Option as defined
below,  whereupon  the  Option  shall  expire  and may  thereafter  no longer be
exercised. Vesting of the Option shall be as follows:

Installment (No. of Covered Shares)       Vesting Date Applicable to Installment
-----------------------------------       --------------------------------------
              xxx                                           xxx
              xxx                                           xxx
              xxx                                           xxx

         An installment shall not become exercisable on the otherwise applicable
vesting date if the  Participant's  Date of Termination (as defined in Paragraph
9, below)  occurs on or before such vesting  date. No exercise of this Option or
any part hereof will be exercisable until the date for vesting has occurred. The
Option  may be  exercised  on or after the Date of  Termination  only as to that
portion of the Covered Shares that had vested  immediately  prior to the Date of
Termination.  Notwithstanding  the  foregoing,  if there is a change of  control
resulting from the sale of all or substantially all of the assets of the Company
or the sale of more than 50% of the issued and  outstanding  common stock of the
Company, then the following shall apply:


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a.            If Participant  has been employed by the Company for more than six
              months,  and  at  least  one-half  of  the  vesting  period  of  a
              particular installment has passed as of the effective date of such
              change  of  control  transaction,  then that  installment  will be
              deemed fully vested at such effective date.

         4.   Expiration.   The  Option  shall  not  be  exercisable  after  the
Company's  close of business on the last  business  day that occurs prior to the
Expiration Date. As used in this Agreement, the Participant's  "Expiration Date"
shall be the earliest to occur of:

         a.   the five-year anniversary of the Date of Grant;

         b.   if the  Participant's  Date of  Termination  occurs  by  reason of
death,  Disability  or  Retirement,  the  one-year  anniversary  of such Date of
Termination; or

         c.   if the Participant's  Date of Termination occurs for reasons other
than death,  Disability,  or Retirement,  the 90-day anniversary of such Date of
Termination.

         5.   Method of Exercise.  The Plan is administered by the  Compensation
Committee  ("Committee")  of the Board of Directors of the Company (as described
in the Plan).  Subject to the terms of this  Agreement and the Plan,  the Option
may be  exercised  in  whole  or in part by  filing a  written  notice  with the
Committee at its  corporate  headquarters  prior to the close of business of the
Company on the last business day that occurs prior to the Expiration  Date. Such
notice  shall  specify the number of Covered  Shares the  Participant  elects to
purchase,  and shall be  accompanied  by payment of the Exercise  Price for such
shares.  Payment shall be by certified  check or cashier's  check payable to the
Company.  The Option shall not be exercisable if and to the extent the Committee
determines  that  such  exercise  would  violate  applicable  state  or  federal
securities laws or the rules and regulations of any securities exchange on which
the Company's common stock or the common stock of Sundog is then traded.  If the
Committee  makes such a  determination,  it shall use all reasonable  efforts to
obtain  compliance  with  such  laws,  rules  or  regulations.   In  making  any
determination  hereunder,  the  Committee may rely on the opinion of counsel for
the Company or Sundog.

         6.   Withholding. All deliveries and distributions under this Agreement
are subject to withholding of all applicable  taxes.  The Committee may require,
as a condition  to the  exercise of this Option in whole or in part and delivery
of the Covered  Shares,  the prior payment to the Company by the  Participant of
applicable  withholding amounts. Such payment shall accompany the Exercise Price
paid upon exercise of the Option unless otherwise agreed by the Committee.

         7.   Transferability. Except as otherwise provided in this Paragraph 7,
the Option is not  transferable  other than as designated by the  Participant by
will or by the laws of descent and  distribution,  and during the  Participant's
life, may be exercised only by the Participant.  However, the Participant,  with
the prior  written  approval of the  Committee,  may  transfer the Option for no
consideration  to or for  the  benefit  of the  Participant's  Immediate  Family
(including,  without limitation, to a trust for the benefit of the Participant's
Immediate  Family or to a partnership  or limited  liability  company for one or


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more members of the Participant's  Immediate Family),  subject to such limits as
the Committee may  establish,  and the  transferee  shall remain  subject to all
terms and  conditions  applicable  to the  Option  prior to such  transfer.  The
foregoing  right to transfer  the Option  shall apply to the right to consent to
amendments to this Agreement and, in the discretion of the Committee, shall also
apply to the right to transfer  ancillary rights associated with the Option. The
term  "Immediate  Family" means the  Participant's  spouse,  parents,  children,
stepchildren, adoptive relationships, sisters, brothers and grandchildren.

         8.   Certain Restrictions.  The Participant has entered into and agreed
to be bound by an  employment  agreement  and a  non-disclosure  agreement  (the
"Other  Agreements")  as a  condition  to receipt of this  Option.  The right of
Participant  to exercise this Option,  in whole or in part,  will be conditioned
upon Participant's  continued compliance with the Other Agreements.  The parties
acknowledge that the Company is a subsidiary of Sundog.  The minority  interests
of the Company,  upon exercise of the Option and other similar rights granted by
the  Company,  will be  owned  at  least  in part by the  Participant  and a few
individual shareholders.  The parties agree that the Participant,  following the
exercise of the Option in whole or in part and receipt of the Covered  Shares in
connection with such exercise,  will not sell,  assign,  transfer,  hypothecate,
pledge,  or otherwise  dispose of the Covered Shares for any reason  whatsoever,
unless and until the  Participant  has first  offered the Covered  Shares to the
Company,  which may redeem or repurchase  such Covered Shares  directly from the
Participant.  The  certificates  evidencing  the Covered  Shares will  include a
restrictive  legend  referring  to this  right of first  refusal  granted to the
Company  and the  restriction  on the  transfer of the  Covered  Shares  created
thereby.  If the Company  declines to exercise  the right  granted it  hereunder
within 30 days of receipt of written  notice of a proposed  sale of the  Covered
Shares by Participant,  Participant  may the pursue the original  transaction on
the terms and conditions  set forth in its notice to the Company.  Any change in
such terms will be deemed a new offer and will reset the right of the Company to
receive  notice  of a sale  and to  exercise  the  right  of  first  refusal  in
connection therewith.

         9.   Definitions.  Capitalized  terms in this Agreement  shall have the
meaning given them in the Plan,  this Section 9, or elsewhere in this Agreement.
The following definitions shall apply:

         "Affiliate"  has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Exchange Act. The Company is a Subsidiary of Sundog and as
such is an Affiliate of Sundog for purposes of this Agreement.

         "Date of  Termination" is the first day occurring on or after the Grant
Date on which the  Participant  is not  employed by the Company or Sundog or any
Subsidiary  or Affiliate of the Company or of Sundog,  regardless  of the reason
for the  termination  of  employment;  provided that a termination of employment
shall  not be  deemed to occur by  reason  of a  transfer  of the  Participant's
employment  between  the  Company  and  Sundog or  between  either of them and a
Subsidiary  or  Affiliate  of either of them,  or between  two  Subsidiaries  or
Affiliates,  as the case may be; and  further  provided  that the  Participant's


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<PAGE>

employment  shall not be considered  terminated  while the  Participant is on an
authorized  leave of  absence  from the  Company,  Sundog  or any  Affiliate  or
Subsidiary  of either of them.  If, as a result of a sale or other  transaction,
the  Participant's  employer  ceases to be an Affiliate of either the Company or
Sundog (and the Participant's  employer is or becomes an entity that is separate
from the either the Company or Sundog), the occurrence of such transaction shall
be treated as the  Participant's  Date of Termination  caused by the Participant
being discharged by the employer.

         10.  Heirs and  Successors.  This Agreement  shall be binding upon, and
inure to the benefit of, the Company and its  successors  and assigns,  and upon
any person acquiring,  whether by merger,  consolidation,  purchase of assets or
otherwise, all or substantially all of the Company's assets and business. If any
rights exercisable by the Participant or benefits deliverable to the Participant
under this Agreement have not been exercised or delivered,  respectively, at the
time of the  Participant's  death,  such  rights  shall  be  exercisable  by the
Designated  Beneficiary,  and such benefits shall be delivered to the Designated
Beneficiary  in accordance  with the  provisions of this Agreement and the Plan.
The  "Designated   Beneficiary"   shall  be  the  beneficiary  or  beneficiaries
designated by the Participant in a writing filed with the Committee in such form
and at such time as the Committee shall require. If a deceased Participant fails
to designate a beneficiary,  or if the Designated  Beneficiary  does not survive
the participant,  any rights that would have been exercisable by the Participant
and any  benefits  distributable  to the  Participant  shall be  exercised by or
distributed to the legal  representative of the estate of the Participant.  If a
deceased Participant has designated a beneficiary but the Designated Beneficiary
dies  before the  Designated  Beneficiary's  exercise  of all rights  under this
Agreement  or before the  complete  distribution  of benefits to the  Designated
Beneficiary  under  this  Agreement,  then  any  rights  that  would  have  been
exercisable  by the  Designated  Beneficiary  shall be  exercised  by the  legal
representative  of the estate of the  Designated  Beneficiary,  and any benefits
distributable  to the Designated  Beneficiary  shall be distributed to the legal
representative of the estate of the Designated Beneficiary.

         11.  Administration.  The authority to manage and control the operation
and  administration of this Agreement shall be vested in the Committee,  and the
Committee  shall have all powers with  respect to this  Agreement as it has with
respect to the Plan.  Any  interpretation  of the Agreement by the Committee and
any decision  made by it with  respect to the  Agreement is final and binding on
all persons.

         12.  Plan  Governs.  This Option is subject to and all of the terms and
conditions  of the Plan bind the  Participant,  as the same may be amended  from
time to time in accordance  with its terms. A copy of the Plan is available from
the  office of the  Secretary  of the  Company.  Except  as the Plan may  permit
variations when agreed upon in writing by the Participant and the Company,  such
as this Agreement,  in the event of a conflict between the terms of the Plan and
the terms of this Agreement, the terms and provisions of the Plan shall govern.

         13.  Not an Employment  Contract.  The Option does not confer any right
on the  Participant  with respect to continuation of employment or other service


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<PAGE>

with the Company,  Sundog or any  Subsidiary or Affiliate of either of them, nor
will it  interfere  in any way with any  right the  Company,  Sundog or any such
Subsidiary or Affiliate would otherwise have to terminate or modify the terms of
such Participant's employment or other service at any time.

         14.  Rights in Stock Before  Issuance and Delivery.  No person shall be
entitled to the privileges of stock  ownership in respect of any shares issuable
upon  exercise of this  Option  unless and until such shares have been issued to
such person as fully-paid shares.

         15.  Notices.  Any notice to be given to the Company shall be addressed
to the Company in care of the Committee at the  principal  offices of Sundog and
any notice to be given to the Participant  shall be addressed to the Participant
at the address set forth beneath the  Participant's  signature hereto or at such
other  address as the  Participant  may  hereafter  designate  in writing to the
Committee.  Any such  notice  shall be deemed  duly  given  when  enclosed  in a
properly  sealed  envelope or wrapper  addressed as before said,  registered  or
certified and deposited postage and registry or certification  fees prepaid in a
post office or branch  post office  regularly  maintained  by the United  States
Postal Service.

         16.  Other Terms. This Agreement has been executed and delivered by the
Company  in Salt  Lake  City,  Utah  and  shall be  construed  and  enforced  in
accordance  with the laws of said  state,  other  than any  choice  of law rules
calling for the application of laws of another jurisdiction.  This Agreement may
be amended by written  agreement of the Participant and the Company (through the
Committee and with its  approval),  without the consent of any other person.  If
the  Company  or  Sundog  enters  into a  transaction  which is  intended  to be
accounted for using the  pooling-of-interests  method of  accounting,  but it is
determined  by the  Committee  that  the  Option  or any  aspect  thereof  could
reasonably be expected to preclude such treatment, then the Committee may modify
(to the minimum  extent  required) or revoke (if necessary) the Option or any of
the  provisions  thereof to the extent that the Committee  determines  that such
modification  or revocation is necessary to enable the transaction to be subject
to pooling-of-interests accounting.


[The remainder of this page is intentionally  left blank.  Signatures  follow on
the next page.]


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IN WITNESS  WHEREOF the Committee has caused the Company to grant this Option on
the Date of Grant specified above.

Qui Vive, Inc.
7150 Campus Drive    Suite 290
Colorado Springs, CO  80920


By:
     ------------------------------------
Its:
     ------------------------------------

Participant:

-----------------------------------------
Signature
Address:


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City/State/Zip


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                               NOTICE OF EXERCISE



Qui Vive, Inc.
7150 Campus Drive    Suite 290
Colorado Springs, CO  80920

Ladies and Gentlemen:

The  undersigned  hereby elects to purchase,  pursuant to the  provisions of the
Stock Option  Agreement and Option held by the  undersigned,  dated  November 9,
1998,             shares of Stock of Qui Vive,  Inc.,  a  Delaware  corporation,
issuable upon exercise of said Option.

The undersigned hereby represents and warrants that the undersigned is acquiring
such stock for his own account and not for resale or with a view to distribution
of any part thereof.

The  undersigned  hereby  attaches the purchase price payable for such shares at
$       per share in the form of                                        (specify
cash, check, money order, other securities, etc.).

Dated:
        -----------------------------------------

Address:
        -----------------------------------------


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(Social Security Number)