CONDITIONAL STOCK OPTION AGREEMENT
                                      WITH
                                 JANIS R. MONROE
<PAGE>

                       CONDITIONAL STOCK OPTION AGREEMENT

     This STOCK OPTION AGREEMENT (the "Agreement"), dated as of May 25, 2000, is
made by and between Janis R. Monroe  ("Optionor")  and Triad  Innovations,  Inc.
("Optionee").

     In  consideration  of ten dollars and no/100ths and other good and valuable
consideration  Optionors  hereby  grant  to the  Optionee,  its  successors  and
assigns,  the right to purchase and receive from Optionors up to an aggregate of
1,000,000  shares (the "Shares") of common stock of Triad  Innovations,  Inc., a
Nevada  corporation,  or its  successors,  on the  terms  herein  provided  (the
"Option").

     In  consideration  of  the  foregoing  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the purpose of defining the terms and  provisions of this  Agreement and the
Option hereby granted, Optionors and Optionee hereby agree as follows:

     1.  TERMS OF  EXERCISE.  The Option  granted  herein  may be  exercised  by
Optionee in whole or in part at any time or times.  Optionee  may  exercise  the
Option from time to time by  delivering to Escrow Agent the amounts set forth in
2 below net to Optionors  (pro rata) for each Share (the  "Exercise  Price") for
which Optionee is exercising the Option.  Payments shall be made to Optionors by
cashiers  check.  Upon receipt by Escrow Agent of Optionee's  payment,  Optionor
shall  transfer  the  number of Shares so  purchased  upon the  exercise  of the
Option.

     2. CONDITIONS PRECEDENT TO EXERCISE OF OPTIONS

         Optionor has been issued  1,000,000  restricted  shares of common stock
which is elected as Section 83 stock under the  Internal  Revenue Code at a fair
market value of $.10 per share.

         In the event of voluntary  termination  of employment by Optionor,  the
Optionee may  repurchase  certain shares on 30 days written notice at $.01 under
the following schedule:

         If Optionor  has failed to achieve or complete  any goal listed  below,
the Optionee may  repurchase  the listed  shares for such goal item upon written
notice but not later than 60 days after termination.

<TABLE>
<CAPTION>
<S>                                                                                     <C>
GOALS                                                                                   SHARES
-----                                                                                   ------
Form 10                                                                                 40,000
Patent applications currently in process                                                40,000
Business plan completion 2000                                                           40,000
Audit completion 1999                                                                   40,000
         A stock price reaching $3.00 for a period of 90 consecutive days               100,000
         A stock price reaching $5.00 for any period of 90 consecutive days             100,000
Signing of the Gulf Tex deal or other deal                                              40,000
First 12-month period  a break even with budget as agreed to by the board
    is  met.                                                                            250,000
If $1M gross revenue generation as defined by GAAP is  achieved                         250,000

100,000 shares of such shares shall be exempt from repurchase option
</TABLE>

                                       1
<PAGE>


     3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONORS. Optionors hereby
represent and warrant, as of the date of this Agreement and as of each date upon
which Optionee exercises the Option, as follows:

         a) None of the representations or warranties made by Optionors contains
any untrue  statement  of material  fact,  or omits to state any  material  fact
necessary to make the statements made, in the light of the  circumstances  under
which they were made, not misleading.

         b) Optionors own all right,  title, and interest to the Shares, and the
Shares  are and  will be free  and  clear  of any  and all  liens,  claims,  and
encumbrances of any kind or nature.

     4. In the event of any  dividends  or  forward  splits  during  the  option
period,  Optionors agree that Optionee shall have the entire benefit of any such
dividend or forward splits.

     5. NOTICES.  Any notice pursuant to this Agreement by Optionors or Optionee
shall be in  writing  and shall be deemed to have been duly  given if  delivered
personally  with written  receipt  acknowledged or mailed by certified mail five
days after mailing, return receipt requested:

                  If to Optionee:           Mike Littman
                                            Legal Representative
                                            7609 Ralston
                                            Arvada, CO  80002

                  If to Optionor:           Janis R. Monroe
                                            2313 Sierra Heights
                                            Las Vegas, NV 89134

     Any party hereto may from time to time change the address to which  notices
to it are to be delivered or mailed  hereunder by notice in accordance  herewith
to the other party.

     6. All the covenants and provisions of this Agreement by or for the benefit
of Optionee or Optionors shall bind and inure to the benefit of their respective
successors and assigns hereunder.

     7.  APPLICABLE  LAW. This  Agreement  shall be deemed to be a contract made
under the laws of the State of Nevada and for all purposes shall be construed in
accordance with the laws of said State.


                                       2
<PAGE>


     8. CONSTRUCTION OF TERMS:

               a.   Death of  Optionor  shall  not be  deemed a  termination  of
                    employment for purposes of this agreement

               b.   Termination of Employment  covered herein shall be voluntary
                    termination only.

     9. In the event legal action is necessary  to enforce this  Agreement,  the
prevailing party shall be entitled to an award of all its reasonable  attorney's
fees and costs incurred in connection with enforcement of this Agreement.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed, all as of the day and year first above written.

OPTIONEE:                                            OPTIONOR:
--------                                             --------

                                                     /s/Janis R. Monroe
-------------------------                            ---------------------------
TRIAD INNOVATIONS, INC.                              Janis R. Monroe






                                       3

<PAGE>

                       CONDITIONAL STOCK OPTION AGREEMENT
                                      WITH
                               ROSEMARY ALBRECHT

<PAGE>
                       CONDITIONAL STOCK OPTION AGREEMENT

         This STOCK  OPTION  AGREEMENT  (the  "Agreement"),  dated as of May 24,
2000,  is  made  by  and  between  Rosemary  Albrecht   ("Optionor")  and  Triad
Innovations, Inc. ("Optionee").

         In  consideration  of ten  dollars  and  no/100ths  and other  good and
valuable  consideration  Optionors hereby grant to the Optionee,  its successors
and assigns, the right to purchase and receive from Optionors up to an aggregate
of 250,000 shares (the "Shares") of common stock of Triad  Innovations,  Inc., a
Nevada  corporation,  or its  successors,  on the  terms  herein  provided  (the
"Option").

         In  consideration  of the  foregoing  and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the purpose of defining the terms and  provisions of this  Agreement and the
Option hereby granted, Optionors and Optionee hereby agree as follows:

         1. TERMS OF  EXERCISE.  The Option  granted  herein may be exercised by
Optionee in whole or in part at any time or times.  Optionee  may  exercise  the
Option from time to time by  delivering to Escrow Agent the amounts set forth in
2  below net to Optionors (pro rata) for each Share (the  "Exercise  Price") for
which Optionee is exercising the Option.  Payments shall be made to Optionors by
cashiers  check.  Upon receipt by Escrow Agent of Optionee's  payment,  Optionor
shall  transfer  the  number of Shares so  purchased  upon the  exercise  of the
Option.

         2.       CONDITIONS PRECEDENT TO EXERCISE OF OPTIONS

         Optionor  has been issued  250,000  restricted  shares of common  stock
which is elected as Section 83 stock under the  Internal  Revenue Code at a fair
market value of $.10 per share.

         In the event of voluntary  termination  of employment by Optionor,  the
Optionee may  repurchase  certain shares on 30 days written notice at $.01 under
the following schedule:

         If Optionor  has failed to achieve or complete  any goal listed  below,
the Optionee may  repurchase  the listed  shares for such goal item upon written
notice but not later than 60 days after termination.
<TABLE>
<CAPTION>
<S>                                                                                     <C>
GOALS                                                                                   SHARES
-----                                                                                   ------
Form 10                                                                                 10,000
Patent applications currently in process                                                10,000
Business plan completion 2000                                                           10,000
Audit completion 1999                                                                   10,000
         A stock price reaching $3.00 for a period of 90 consecutive days               25,000
         A stock price reaching $5.00 for any period of 90 consecutive days             25,000
Signing of the Gulf Tex deal or other deal                                              10,000
First 12-month period  a break even with budget as agreed to by the board
    is met.                                                                             62,500
If $1M gross revenue generation as defined by GAAP is achieved                          62,500

25,000 shares of such shares shall be exempt from repurchase option

</TABLE>

                                       1
<PAGE>

     3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONORS. Optionors hereby
represent and warrant, as of the date of this Agreement and as of each date upon
which Optionee exercises the Option, as follows:

         a) None of the representations or warranties made by Optionors contains
any untrue  statement  of material  fact,  or omits to state any  material  fact
necessary to make the statements made, in the light of the  circumstances  under
which they were made, not misleading.

         b) Optionors own all right,  title, and interest to the Shares, and the
Shares  are and  will be free  and  clear  of any  and all  liens,  claims,  and
encumbrances of any kind or nature.

     4. In the event of any  dividends  or  forward  splits  during  the  option
period,  Optionors agree that Optionee shall have the entire benefit of any such
dividend or forward splits.

     5. NOTICES.  Any notice pursuant to this Agreement by Optionors or Optionee
shall be in  writing  and shall be deemed to have been duly  given if  delivered
personally  with written  receipt  acknowledged or mailed by certified mail five
days after mailing, return receipt requested:

                 If to Optionee:            Mike Littman
                                            Legal Representative
                                            7609 Ralston
                                            Arvada, CO  80002

                  If to Optionor:           Rosemary Albrecht
                                            2616 Hope Forest
                                            Las Vegas, NV 89134

     Any party hereto may from time to time change the address to which  notices
to it are to be delivered or mailed  hereunder by notice in accordance  herewith
to the other party.

     6. All the covenants and provisions of this Agreement by or for the benefit
of Optionee or Optionors shall bind and inure to the benefit of their respective
successors and assigns hereunder.

     7.  APPLICABLE  LAW. This  Agreement  shall be deemed to be a contract made
under the laws of the State of Nevada and for all purposes shall be construed in
accordance with the laws of said State.

                                       2
<PAGE>


     8. CONSTRUCTION OF TERMS:

                    a.   Death of Optionor  shall not be deemed a termination of
                         employment for purposes of this agreement

                    b.   Termination  of  Employment  covered  herein  shall  be
                         voluntary termination only.

     9. In the event legal action is necessary  to enforce this  Agreement,  the
prevailing party shall be entitled to an award of all its reasonable  attorney's
fees and costs incurred in connection with enforcement of this Agreement.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed, all as of the day and year first above written.

OPTIONEE:                                            OPTIONOR:
--------                                             --------

                                                     /s/Rosemary Albrecht
-------------------------                            ---------------------------
TRIAD INNOVATIONS, INC.                              Rosemary Albrecht








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