IMAGE INNOVATIONS HOLDINGS INC.

                             2004 STOCK OPTION PLAN

             As Adopted by the Board of Directors on January 2, 2004
                          And amended February 19, 2004


1.    PURPOSE.

The  purpose  of this Plan is to  provide  incentives  to  attract,  retain  and
motivate  eligible  persons  whose  present  and  potential   contributions  are
important  to the  success of the  Company,  its Parents  and  Subsidiaries,  by
offering them an opportunity to participate in the Company's future  performance
through awards of Options. Capitalized terms not defined in the text are defined
in Section 20. This Plan is intended to be a written  compensatory  benefit plan
within the meaning of Rule 701 promulgated under the Securities Act.

2.    SHARES SUBJECT TO THE PLAN.

2.1   Number of Shares Available.

Subject  to  Sections  2.2 and 15,  the  total  number of  Shares  reserved  and
available for grant and issuance  pursuant to this Plan will be 2,500,000 Shares
or such lesser  number of Shares as permitted  under the laws of Nevada.  Shares
that are subject to issuance  upon exercise of an Option but cease to be subject
to such  Option  for any reason  other  than  exercise  of such  Option  will be
available  for grant and issuance in connection  with future  Options under this
Plan.  At all times the Company  will  reserve and keep  available a  sufficient
number  of  Shares  as will be  required  to  satisfy  the  requirements  of all
outstanding Options granted under this Plan.

2.2   Adjustment of Shares.

In the event that the number of outstanding shares of the Company's common stock
is changed by a stock  dividend,  recapitalization,  stock split,  reverse stock
split,  subdivision,  combination,  reclassification  or  similar  change in the
capital structure of the Company without consideration, then

      (a)   the number of Shares reserved for issuance under this Plan; and

      (b)   the Exercise Prices of and number of Shares subject to outstanding
            Options,

will be proportionately adjusted, subject to any required action by the Board or
the shareholders of the Company and compliance with applicable  securities laws;
provided,  however, that fractions of a Share will not be issued but will either
be paid in cash at the Fair Market Value of such  fraction of a Share or will be
rounded down to the nearest  whole Share,  as determined by the Committee in its
discretion.

3.    ELIGIBILITY.

ISOs (as defined in Section 5 below) may be granted only to employees (including
officers and directors who are also  employees) of the Company or of a Parent or
Subsidiary of the Company.  NQSOs (as defined in Section 5 below) may be granted
to  employees,  officers,  directors  and  consultants  of the Company or of any
Parent or Subsidiary of the Company;  provided such consultants render bona fide
services  not  in  connection  with  the  offer  and  sale  of  securities  in a
capital-raising  transaction. A person may be granted more than one Option under
this Plan.  The maximum number of options that may be granted in any fiscal year
to any single participant is 250,000.



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4.    ADMINISTRATION.

4.1   Committee Authority.

This Plan  will be  administered  by the  Committee  or the Board  acting as the
Committee.  Subject to the general purposes,  terms and conditions of this Plan,
and to the direction of the Board, the Committee has full power to implement and
carry out this Plan. Without limitation, the Committee has the authority to:

      (a)   construe and  interpret  this Plan,  any Stock  Option  Agreement or
            Exercise  Agreement  (each as  defined  in  Section 5 below) and any
            other agreement or document executed pursuant to this Plan;

      (b)   prescribe,  amend and rescind rules and regulations relating to this
            Plan;

      (c)   select persons to receive Options;

      (d)   determine the form and terms of Options;

      (e)   determine  the  number of Shares or other  consideration  subject to
            Options;

      (f)   determine  whether  Options will be granted  singly,  in combination
            with, in tandem with, in replacement of, or as alternatives  to, any
            Options  granted  under  this  Plan or any  awards  under  any other
            incentive  or  compensation  plan of the  Company  or any  Parent or
            Subsidiary of the Company;

      (g)   grant waivers of Plan or Option conditions;

      (h)   determine the vesting of and ability to exercise Options;

      (i)   correct  any  defect,   supply  any   omission  or   reconcile   any
            inconsistency in this Plan, any Option or any Stock Option Agreement
            or Exercise Agreement (each as defined in Section 5 below);

      (j)   determine whether an Option has been earned; and

      (k)   make  all  other  determinations  necessary  or  advisable  for  the
            administration of this Plan.

4.2   Committee Discretion.

Any determination  made by the Committee with respect to any Option will be made
in its  sole  discretion  at the  time of  grant of the  Option  or,  unless  in
contravention of any express term of this Plan or Option, and subject to Section
5.9, at any later time, and such  determination will be final and binding on the
Company and on all persons having an interest in any Option under this Plan. The
Committee  may delegate to one or more  officers of the Company the authority to
grant Options under this Plan.



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5.    OPTIONS.

The Committee may grant Options to eligible  persons and will determine  whether
such  Options  will be Incentive  Stock  Options  within the meaning of the Code
("ISOs") or Nonqualified Stock Options  ("NQSOs"),  the number of Shares subject
to the Options,  the Exercise Price of the Options,  the period during which the
Option may be  exercised,  and all other terms and  conditions  of the  Options,
subject to the following:

5.1   Form of Option Grant.

Each Option granted under this Plan will be evidenced by an Agreement which will
expressly  identify the Option as an ISO or an NQSO ("Stock Option  Agreement"),
and will be in such form and contain such provisions (which need not be the same
for each Participant) as the Committee may from time to time approve,  and which
will comply with and be subject to the terms and conditions of this Plan.

5.2   Date of Grant.

The date of grant of an Option will be the date on which the Committee makes the
determination to grant such Option, unless otherwise specified by the Committee.
The Stock  Option  Agreement  and a copy of this Plan will be  delivered  to the
Participant within a reasonable time after the granting of the Option.

5.3   Exercise Period.

Options  may be  exercisable  immediately  (subject  to  repurchase  pursuant to
Section  10 of this  Plan) or may be  exercisable  within  the times or upon the
events  determined by the  Committee as set forth in the Stock Option  Agreement
governing  such Option;  provided,  however,  that no Option will be exercisable
after the expiration of ten (10) years from the date the Option is granted;  and
provided  further that no ISO granted to a person who directly or by attribution
owns  more than ten  percent  (10%) of the total  combined  voting  power of all
classes of stock of the  Company or of any Parent or  Subsidiary  of the Company
("Ten Percent Shareholder") will be exercisable after the expiration of five (5)
years from the date the ISO is granted. The Committee may provide for Options to
become exercisable at one time or from time to time,  periodically or otherwise,
in such number of Shares or percentage  of Shares as the  Committee  determines.
Subject  to  earlier   termination  of  the  Option  as  provided  herein,  each
Participant who is not an officer, director or consultant of the Company or of a
Parent or  Subsidiary  of the Company shall have the right to exercise an Option
granted  hereunder  at the rate of at least twenty  percent  (20%) per year over
five (5) years from the date such Option is granted.

5.4   Exercise Price.

The Exercise  Price of an Option will be determined  by the  Committee  when the
Option is granted and may not be less than 85% of the Fair  Market  Value of the
Shares on the date of grant; provided that

      (i)   the Exercise Price of an ISO will not be less than 100% of the Fair
            Market Value of the Shares on the date of grant; and

      (ii)  the Exercise Price of any Option granted to a Ten Percent
            Shareholder will not be less than 110% of the Fair Market Value of
            the Shares on the date of grant.

Payment for the Shares  purchased  must be made in accordance  with Section 6 of
this Plan.



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5.5   Method of Exercise.

Options may be  exercised  only by  delivery  to the Company of a written  stock
option exercise  agreement (the "Exercise  Agreement") in a form approved by the
Committee (which need not be the same for each Participant),  stating the number
of Shares being  purchased,  the  restrictions  imposed on the Shares  purchased
under such Exercise Agreement,  if any, and such  representations and agreements
regarding  Participant's  investment  intent and access to information and other
matters,  if any, as may be required or  desirable by the Company to comply with
applicable securities laws, together with payment in full of the Exercise Price,
and any applicable taxes, for the number of Shares being purchased.

5.6   Termination.

Subject  to  earlier  termination   pursuant  to  Sections  16,  17  or  18  and
notwithstanding  the exercise  periods set forth in the Stock Option  Agreement,
exercise of an Option will always be subject to the following:

      (a)   If the Participant is Terminated for any reason except death,
            Disability or Cause, then the Participant may exercise such
            Participant's Options, only to the extent that such Options are
            exercisable on the Termination Date and such Options must be
            exercised by the Participant, if at all, as to all or some of the
            Vested Shares calculated as of the Termination Date within three (3)
            months after the Termination Date (or within such shorter time
            period, not less than thirty (30) days after the Termination Date,
            or such longer time period not exceeding five (5) years after the
            Termination Date as may be determined by the Committee with any
            exercise after three (3) months after the Termination Date deemed to
            be an NQSO), but in any event, no later than the expiration date of
            the Options.

      (b)   If the Participant is Terminated because of Participant's death or
            Disability (or the Participant dies within three (3) months after
            Participant's Termination other than for Cause), then Participant's
            Options may be exercised, only to the extent that such Options are
            exercisable by Participant on the Termination Date and must be
            exercised by Participant (or Participant's legal representative or
            authorized assignee), as to all of some of the Vested Shares
            calculated as of the Termination Date if at all, within twelve (12)
            months after the Termination Date (or within such shorter time
            period, not less than six (6) months after the Termination Date, or
            such longer time period not exceeding five (5) years after the
            Termination Date as may be determined by the Committee, with any
            exercise after

                  (i)      three (3) months after the Termination  Date when the
                           Termination   is  for  any  reason   other  than  the
                           Participant's death or disability, within the meaning
                           of Code Section 22(e)(3), or

                  (ii)     twelve (12) months  after the  Termination  Date when
                           the   Termination   is   because   of   Participant's
                           disability,   within  the  meaning  of  Code  Section
                           22(e)(3),  deemed to be an NQSO), but in any event no
                           later than the expiration date of the Options.

      (c)   If the  Participant  is  terminated  for Cause,  then  Participant's
            Options shall expire on such  Participant's  Termination Date, or at
            such  later time and on such  conditions  as are  determined  by the
            Committee.



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5.7   Limitations on Exercise.

The  Committee  may specify a  reasonable  minimum  number of Shares that may be
purchased on exercise of an Option,  provided that such minimum  number will not
prevent Participant from exercising the Option for the full number of Shares for
which it is then exercisable.

5.8   Limitations on ISOs.

The aggregate  Fair Market Value  (determined as of the date of grant) of Shares
with respect to which ISOs are  exercisable  for the first time by a Participant
during any  calendar  year (under this Plan or under any other  incentive  stock
option plan of the Company or any Parent or  Subsidiary of the Company) will not
exceed  $100,000.  If the Fair Market  Value of Shares on the date of grant with
respect to which ISOs are exercisable for the first time by a Participant during
any calendar  year  exceeds  $100,000,  then the Options for the first  $100,000
worth of Shares to become exercisable in such calendar year will be ISOs and the
Options for the amount in excess of $100,000  that  become  exercisable  in that
calendar  year will be  NQSOs.  In the  event  that the Code or the  regulations
promulgated  thereunder  are  amended  after the  Effective  Date (as defined in
Section 16 below) to provide for a different  limit on the Fair Market  Value of
Shares  permitted  to be  subject  to ISOs,  then such  different  limit will be
automatically  incorporated  herein and will apply to any Options  granted after
the effective date of such amendment.

5.9   Modification, Extension or Renewal.

The Committee may modify,  extend or renew outstanding Options and authorize the
grant of new Options in substitution therefor, provided that any such action may
not,  without  the  written  consent  of  a  Participant,  impair  any  of  such
Participant's  rights under any Option previously  granted.  Any outstanding ISO
that is  modified,  extended,  renewed or  otherwise  altered will be treated in
accordance  with  Section  424(h) of the Code.  Subject  to  Section  5.10,  the
Committee  may reduce the  Exercise  Price of  outstanding  Options  without the
consent of Participants affected by a written notice to them; provided, however,
that the Exercise Price may not be reduced below the minimum Exercise Price that
would be  permitted  under  Section 5.4 of this Plan for Options  granted on the
date the action is taken to reduce the Exercise Price.

5.10  No Disqualification.

Notwithstanding  any other provision in this Plan, no term of this Plan relating
to ISOs will be  interpreted,  amended or altered,  nor will any  discretion  or
authority  granted under this Plan be exercised,  so as to disqualify  this Plan
under  Section  422 of the Code  or,  without  the  consent  of the  Participant
affected, to disqualify any ISO under Section 422 of the Code.

6.    PAYMENT FOR SHARE PURCHASES.

6.1   Payment.

Payment  for  Shares  purchased  pursuant  to this  Plan may be made in cash (by
cheque) or, where  expressly  approved for the  Participant by the Committee and
where permitted by law:

      (a)   by cancellation of indebtedness of the Company to the Participant;

      (b)   by surrender of shares that either:

            (i)   have  been  owned by the  Participant  for  more  than six (6)
                  months and have been paid for  within the  meaning of SEC Rule
                  144 (and,  if such shares were  purchased  from the Company by
                  use of a promissory  note,  such note has been fully paid with
                  respect to such shares); or



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<PAGE>

            (ii)  were (1) obtained by the  Participant in the public market and
                  (2) are clear of all liens,  claims,  encumbrances or security
                  interests;

            (c)   by tender of a full recourse promissory note having such terms
                  as may be approved by the Committee and bearing  interest at a
                  rate  sufficient to avoid  imputation of income under Sections
                  483 and 1274 of the Code; provided, however, that Participants
                  who are not  employees or directors of the Company will not be
                  entitled to purchase  Shares with a promissory note unless the
                  note is  adequately  secured  by  collateral  other  than  the
                  Shares.

            (d)   by waiver of  compensation  due or accrued to the  Participant
                  for services rendered;

            (e)   provided that a public market for the Company's stock exists:

                  (i)   through   a  "same  day   sale"   commitment   from  the
                        Participant and a broker-dealer  that is a member of the
                        National  Association  of  Securities  Dealers (an "NASD
                        Dealer") whereby the Participant  irrevocably  elects to
                        exercise  the Option and to sell a portion of the Shares
                        so purchased to pay for the Exercise Price,  and whereby
                        the NASD Dealer irrevocably commits upon receipt of such
                        Shares to forward  the  Exercise  Price  directly to the
                        Company; or

                  (ii)  through a "margin"  commitment  from the Participant and
                        an  NASD  Dealer  whereby  the  Participant  irrevocably
                        elects to  exercise  the Option and to pledge the Shares
                        so purchased  to the NASD Dealer in a margin  account as
                        security  for a loan from the NASD  Dealer in the amount
                        of the  Exercise  Price,  and  whereby  the NASD  Dealer
                        irrevocably  commits  upon  receipt  of such  Shares  to
                        forward the Exercise Price directly to the Company; or

            (f)   by any combination of the foregoing.

6.2   Loan Guarantees.

The Committee may help the Participant pay for Shares  purchased under this Plan
by  authorizing  a  guarantee  by  the  Company  of a  third-party  loan  to the
Participant.

7.    WITHHOLDING TAXES.

7.1   Withholding Generally.

Whenever  Shares are to be issued in  satisfaction of Options granted under this
Plan, the Company may require the  Participant to remit to the Company an amount
sufficient to satisfy  federal,  state and local  withholding  tax  requirements
prior to the  delivery  of any  certificate  or  certificates  for such  Shares.
Whenever, under this Plan, payments in satisfaction of Options are to be made in
cash,  such  payment  will be net of an amount  sufficient  to satisfy  federal,
state, and local withholding tax requirements.



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7.2   Stock Withholding.

When,  under  applicable  tax laws,  the  Participant  incurs tax  liability  in
connection  with the  exercise  or vesting of any Option  that is subject to tax
withholding  and the  Participant  is  obligated  to pay the  Company the amount
required to be withheld,  the  Committee  may in its sole  discretion  allow the
Participant  to satisfy the minimum  withholding  tax  obligation by electing to
have the  Company  withhold  from the Shares to be issued  that number of Shares
having a Fair Market Value equal to the minimum amount  required to be withheld,
determined  on  the  date  that  the  amount  of  tax  to be  withheld  is to be
determined.  All  elections by a  Participant  to have Shares  withheld for this
purpose will be made in  accordance  with the  requirements  established  by the
Committee and be in writing in a form acceptable to the Committee.

8.    PRIVILEGES OF STOCK OWNERSHIP.

8.1   Voting and Dividends.

No Participant  will have any of the rights of a shareholder with respect to any
Shares until the Shares are issued to the  Participant.  After Shares are issued
to the  Participant,  the  Participant  will be a  shareholder  and have all the
rights of a shareholder with respect to such Shares, including the right to vote
and receive all  dividends or other  distributions  made or paid with respect to
such Shares;  provided,  that the Participant  will have no right to retain such
stock dividends or stock  distributions with respect to Unvested Shares that are
repurchased  pursuant to Section  10. The  Company  will comply with the laws of
Nevada with respect to the voting rights of common stock.

8.2   Financial Statements.

The Company will provide financial  statements to each Participant prior to such
Participant's  purchase  of Shares  under  this  Plan,  and to each  Participant
annually  during the period  such  Participant  has Options  outstanding,  or as
otherwise required under the laws of Nevada.  Notwithstanding the foregoing, the
Company  will  not  be  required  to  provide  such   financial   statements  to
Participants  when  issuance  is  limited to key  employees  whose  services  in
connection with the Company assure them access to equivalent information.

9.    TRANSFERABILITY.

Options  granted  under  this  Plan,  and  any  interest  therein,  will  not be
transferable  or  assignable  by  Participant,  and may not be made  subject  to
execution,  attachment or similar process, otherwise than by will or by the laws
of descent and  distribution.  During the lifetime of the  Participant an Option
will  be   exercisable   only  by  the   Participant  or   Participant's   legal
representative  and any elections  with respect to an Option may be made only by
the Participant or Participant's legal representative.

10.   RESTRICTIONS ON SHARES.

10.1  Right of First Refusal.

At the discretion of the Committee, the Company may reserve to itself and/or its
assignee(s)  in the Stock Option  Agreement a right of first refusal to purchase
all Shares  that a  Participant  (or a  subsequent  transferee)  may  propose to
transfer to a third party, unless otherwise not permitted by the laws of Nevada,
provided, that such right of first refusal terminates upon the Company's initial
public offering of common stock pursuant to an effective  registration statement
filed under the Securities Act.



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10.2  Right of Repurchase.

At the discretion of the Committee, the Company may reserve to itself and/or its
assignee(s) in the Stock Option Agreement a right to repurchase  Unvested Shares
held by a  Participant  following  such  Participant's  Termination  at any time
within ninety (90) days after Participant's  Termination Date (or in the case of
securities issued upon exercise of an Option after the Participant's Termination
Date,  within ninety (90) days after the date of such  exercise) for cash and/or
cancellation  of purchase  money  indebtedness,  at the  Participant's  Exercise
Price, provided, that to the extent the Participant is not an officer,  director
or  consultant  of the Company or of a Parent or  Subsidiary of the Company such
right to  repurchase  Unvested  Shares  lapses  at the  rate of at least  twenty
percent (20%) per year over five (5) years from the date of grant of the Option.

10.3  Certificates.

All certificates  for Shares or other securities  delivered under this Plan will
be subject to such stock transfer orders,  legends and other restrictions as the
Committee may deem  necessary or  advisable,  including  restrictions  under any
applicable federal,  state or foreign securities law, or any rules,  regulations
and other  requirements of the SEC or any stock exchange or automated  quotation
system upon which the Shares may be listed or quoted.

11.   ESCROW; PLEDGE OF SHARES.

To enforce any restrictions on a Participant's Shares, the Committee may require
the Participant to deposit all certificates  representing Shares,  together with
stock  powers  or other  instruments  of  transfer  approved  by the  Committee,
appropriately  endorsed in blank, with the Company or an agent designated by the
Company to hold in escrow until such restrictions have lapsed or terminated, and
the Committee may cause a legend or legends  referencing such restrictions to be
placed on the  certificates.  Any  Participant  who is  permitted  to  execute a
promissory  note as partial or full  consideration  for the  purchase  of Shares
under this Plan will be required  to pledge and deposit  with the Company all or
part of the  Shares  so  purchased  as  collateral  to  secure  the  payment  of
Participant's  obligation to the Company under the  promissory  note;  provided,
however,  that the Committee may require or accept other or additional  forms of
collateral  to secure the  payment of such  obligation  and,  in any event,  the
Company will have full recourse  against the  Participant  under the  promissory
note notwithstanding any pledge of the Participant's Shares or other collateral.
In  connection  with any pledge of the Shares,  Participant  will be required to
execute and deliver a written  pledge  agreement  in such form as the  Committee
will from time to time approve.  The Shares  purchased with the promissory  note
may be released  from the pledge on a pro rata basis as the  promissory  note is
paid.

12.   EXCHANGE AND BUYOUT OF OPTIONS.

The Committee may, at any time or from time to time, authorize the Company, with
the consent of the respective Participants, to issue new Options in exchange for
the surrender and cancellation of any or all outstanding  Options. The Committee
may at any time buy from a Participant an Option previously granted with payment
in cash, shares of common stock of the Company  (including  restricted stock) or
other consideration, based on such terms and conditions as the Committee and the
Participant may agree.

13.   SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.

This Plan is intended to comply with the laws of Nevada.  Any  provision of this
Plan which is  inconsistent  with  those  laws  shall,  without  further  act or
amendment  by the  Company  or  the  Board,  be  reformed  to  comply  with  the
requirements  of those laws. An Option will not be effective  unless such Option
is in compliance with all applicable  federal and state  securities  laws, rules
and  regulations of any  governmental  body, and the  requirements  of any stock
exchange or automated  quotation system upon which the Shares may then be listed
or quoted,  as they are in effect on the date of grant of the Option and also on
the date of exercise or other issuance.  Notwithstanding  any other provision in
this Plan, the Company will have no obligation to issue or deliver  certificates
for Shares under this Plan prior to



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<PAGE>

      (a)   obtaining any approvals from governmental  agencies that the Company
            determines are necessary or advisable; and/or

      (b)   compliance  with any exemption,  completion of any  registration  or
            other qualification of such Shares under any state or federal law or
            ruling of any  governmental  body that the Company  determines to be
            necessary or  advisable.  The Company will be under no obligation to
            register  the Shares with the SEC or to effect  compliance  with the
            exemption,  registration,  qualification or listing  requirements of
            any state  securities  laws,  stock exchange or automated  quotation
            system,  and the Company will have no liability for any inability or
            failure to do so.

14.   NO OBLIGATION TO EMPLOY.

Nothing in this Plan or any  Option  granted  under this Plan will  confer or be
deemed to confer on any  Participant  any right to continue in the employ of, or
to continue any other relationship with, the Company or any Parent or Subsidiary
of the  Company  or limit in any way the right of the  Company  or any Parent or
Subsidiary  of the  Company  to  terminate  Participant's  employment  or  other
relationship at any time, with or without cause.

15.   CORPORATE TRANSACTIONS.

15.1  Assumption or Replacement of Options by Successor.

In the event of (a) a dissolution or liquidation of the Company, (b) a merger or
consolidation  in which the  Company  is not the  surviving  corporation,  (c) a
merger in which the  Company is the  surviving  corporation  but after which the
shareholders  of the Company  immediately  prior to such merger  (other than any
shareholder  which  merges  with the  Company in such  merger,  or which owns or
controls  another  corporation  which  merges,  with the Company in such merger)
cease to own their shares or other equity  interests in the Company,  or (d) the
sale  of all or  substantially  all of the  assets  of the  Company,  any or all
outstanding  Options may be assumed,  converted or replaced by the  successor or
acquiring corporation (if any), which assumption, conversion or replacement will
be binding on all Participants.  In the alternative,  the successor or acquiring
corporation may substitute  equivalent Options or provide  substantially similar
consideration to Participants as was provided to shareholders (after taking into
account the existing  provisions  of the  Options).  The  successor or acquiring
corporation may also issue,  in place of outstanding  Shares of the Company held
by the  Participant,  substantially  similar shares or other property subject to
repurchase   restrictions   and  other  provisions  no  less  favorable  to  the
Participant  than those which  applied to such  outstanding  Shares  immediately
prior to such  transaction  described in this Subsection 15.1. In the event such
successor or  acquiring  corporation  (if any)  refuses to assume or  substitute
Options,  as  provided  above,  pursuant  to a  transaction  described  in  this
Subsection  15.1, then  notwithstanding  any other provision in this Plan to the
contrary,  such Options will expire on such transaction at such time and on such
conditions as the Board will determine.

15.2  Other Treatment of Options.

Subject to any  greater  rights  granted  to  Participants  under the  foregoing
provisions of this Section 15, in the event of the occurrence of any transaction
described  in  subsection  15.1,  any  outstanding  Options  will be  treated as
provided  in  the  applicable  agreement  or  plan  of  merger,   consolidation,
dissolution, liquidation or sale of assets.


                                      C-9
<PAGE>

15.3  Assumption of Options by the Company.

The  Company,  from time to time,  also may  substitute  or  assume  outstanding
options granted by another company, whether in connection with an acquisition of
such other  company or  otherwise,  by either (a)  granting an Option under this
Plan in substitution of such other company's option, or (b) assuming such option
as if it had been granted  under this Plan if the terms of such  assumed  option
could be applied to an Option  granted  under this Plan.  Such  substitution  or
assumption  will be  permissible  if the  holder of the  substituted  or assumed
option  would have been  eligible to be granted an Option under this Plan if the
other company had applied the rules of this Plan to such grant. In the event the
Company assumes an option granted by another  company,  the terms and conditions
of such option will remain  unchanged  (except that the  exercise  price and the
number and nature of shares  issuable  upon  exercise of any such option will be
adjusted appropriately pursuant to Section 424(a) of the Code). In the event the
Company  elects to grant a new Option rather than  assuming an existing  option,
such new Option may be granted with a similarly adjusted Exercise Price.

16.   ADOPTION AND SHAREHOLDER APPROVAL.

This Plan will become effective on the date that it is adopted by the Board (the
"Effective Date"). This Plan will be approved by the shareholders of the Company
(excluding  Shares issued  pursuant to this Plan),  consistent  with  applicable
laws,  within twelve (12) months before or after the  Effective  Date.  Upon the
Effective  Date,  the Board may grant Options  pursuant to this Plan;  provided,
however,  that:  (a) no Option may be  exercised  prior to  initial  shareholder
approval of this Plan, and (b) no Option granted  pursuant to an increase in the
number of Shares approved by the Board shall be exercised prior to the time such
increase has been approved by the shareholders of the Company. In the event that
initial shareholder approval is not obtained within twelve (12) months before or
after this Plan is adopted by the Board,  all Options granted  hereunder will be
canceled.

17.   TERM OF PLAN/GOVERNING LAW.

Unless earlier terminated as provided herein,  this Plan will terminate ten (10)
years from the Effective Date or, if earlier, the date of shareholder  approval.
This Plan and all  agreements  hereunder  shall be governed by and  construed in
accordance with the laws of the State of Nevada.

18.   AMENDMENT OR TERMINATION OF PLAN.

Subject to Sections 5.9 and 5.10,  the Board may at any time  terminate or amend
this Plan in any respect,  including without limitation amendment of any form of
Stock  Option  Agreement  or  instrument  to be executed  pursuant to this Plan;
provided,  however,  that the  Board  will  not,  without  the  approval  of the
shareholders  of the Company,  amend this Plan in any manner that  requires such
shareholder  approval pursuant to the laws of Nevada as such provisions apply to
ISO plans.

19.   NONEXCLUSIVITY OF THE PLAN.

Neither the adoption of this Plan by the Board,  the  submission of this Plan to
the  shareholders  of the Company for  approval,  nor any provision of this Plan
will be construed as creating any limitations on the power of the Board to adopt
such additional compensation  arrangements as it may deem desirable,  including,
without  limitation,  the granting of stock  options or any other equity  awards
outside of this Plan, and such  arrangements may be either generally  applicable
or applicable only in specific cases.



                                      C-10
<PAGE>

20.   DEFINITIONS.

As used in this Plan, the following terms will have the following meanings:

"Board" means the Board of Directors of the Company.

"Cause" means Termination  because of (i) any willful material  violation by the
Participant  of any law or regulation  applicable to the business of the Company
or a Parent or Subsidiary of the Company,  the  Participant's  conviction for or
guilty plea to, a felony or a crime  involving  moral  turpitude  or any willful
perpetration  by the Participant of a common law fraud,  (ii) the  Participant's
commission of an act of personal  dishonesty which involves a personal profit in
connection  with the Company or any other entity having a business  relationship
with the Company,  (iii) any material  breach by the Participant of any material
provision of any agreement or  understanding  between the Company or a Parent or
Subsidiary  of the  Company  and the  Participant  regarding  the  terms  of the
Participant's service as an employee, director or consultant to the Company or a
Parent or Subsidiary of the Company,  including without limitation,  the willful
and  continued  failure or refusal of the  Participant  to perform the  material
duties  required of such  Participant as an employee,  director or consultant of
the Company or a Parent or Subsidiary of the Company,  other than as a result of
having a Disability,  or a breach of any  applicable  invention  assignment  and
confidentiality  agreement or similar  agreement between the Company or a Parent
or Subsidiary of the Company and the Participant, (iv) Participant's intentional
disregard  of the  policies  of the  Company  or a Parent or  Subsidiary  of the
Company so as to cause loss,  damage or injury to the  property,  reputation  or
employees of the Company or a Parent or  Subsidiary  of the Company,  or (v) any
other  misconduct  by the  Participant  which  is  materially  injurious  to the
financial  condition  or  business  reputation  of, or is  otherwise  materially
injurious to, the Company or a Parent or Subsidiary of the Company.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means the committee  appointed by the Board to administer this Plan,
or if no committee is appointed, the Board.

"Company" means Image Innovations  Holdings Inc., a Nevada  corporation,  or any
successor corporation.

"Disability"  means a disability,  whether  temporary or  permanent,  partial or
total, as determined by the Committee.

"Exercise Price" means the price at which a holder of an Option may purchase the
Shares issuable upon exercise of the Option.

"Fair Market Value" means, as of any date, the value of a share of the Company's
common stock determined as follows:

      (a)   if such common stock is then quoted on the NASDAQ  National  Market,
            its  closing  price on the  NASDAQ  National  Market  on the date of
            determination as reported in The Wall Street Journal;

      (b)   if such  common  stock is  publicly  traded and is then  listed on a
            national  securities  exchange,  its  closing  price  on the date of
            determination on the principal national securities exchange on which
            the common stock is listed or admitted to trading as reported in The
            Wall Street Journal;



                                      C-11
<PAGE>

      (c)   if such  common  stock is  publicly  traded but is not listed on the
            NASDAQ  National  Market  nor  listed or  admitted  to  trading on a
            national  securities  exchange,  the  average of the closing bid and
            asked  prices on the date of  determination  as reported by The Wall
            Street Journal (or, if not so reported, as otherwise reported by any
            newspaper or other source as the Board may determine); or

      (d)   if none of the  foregoing is  applicable,  by the  Committee in good
            faith.

"Option" means an award of an option to purchase Shares pursuant to Section 5.

"Parent" means any corporation  (other than the Company) in an unbroken chain of
corporations ending with the Company if each of such corporations other than the
Company owns stock  possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

"Participant" means a person who receives an Option under this Plan.

"Plan" means this Stock Option Plan, as amended from time to time.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the United States Securities Act of 1933, as amended.

"Shares" means shares of the Company's  common stock reserved for issuance under
this  Plan,  as  adjusted  pursuant  to  Sections  2 and 15,  and any  successor
security.

"Subsidiary" or "Subsidiaries" means any corporation or corporations (other than
the Company) in an unbroken chain of corporations  beginning with the Company if
each of the  corporations  other than the last corporation in the unbroken chain
owns stock  possessing  50% or more of the total  combined  voting  power of all
classes of stock in one of the other corporations in such chain.

"Termination" or "Terminated" means, for purposes of this Plan with respect to a
Participant,  that the Participant has for any reason ceased to provide services
as an employee,  officer,  director or  consultant to the Company or a Parent or
Subsidiary of the Company.  A  Participant  will not be deemed to have ceased to
provide  services in the case of (i) sick leave,  (ii) military  leave, or (iii)
any other leave of absence  approved by the Committee,  provided that such leave
is for a period of not more than ninety (90) days, unless  reinstatement (or, in
the case of an employee with an ISO,  reemployment)  upon the expiration of such
leave is guaranteed by contract or statute or unless provided otherwise pursuant
to  formal  policy  adopted  from time to time by the  Company  and  issued  and
promulgated in writing.  In the case of any Participant on (i) sick leave,  (ii)
military  leave or (iii) an approved  leave of absence,  the  Committee may make
such  provisions  respecting  suspension  of  vesting  of the  Option  while the
Participant  is on leave  from the  Company  or a Parent  or  Subsidiary  of the
Company as the  Committee may deem  appropriate,  except that in no event may an
Option  be  exercised  after the  expiration  of the term set forth in the Stock
Option Agreement. The Committee will have sole discretion to determine whether a
Participant  has ceased to provide  services and the effective date on which the
Participant ceased to provide services (the "Termination Date").

"Unvested Shares" means "Unvested Shares" as defined in Section 2.2 of the Stock
Option Agreement.

"Vested  Shares"  means  "Vested  Shares" as defined in Section 2.2 of the Stock
Option Agreement.



                                      C-12
<PAGE>

                                                                        No. ____

                         IMAGE INNOVATIONS HOLDINGS INC.

                             2004 STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT

This Stock  Option  Agreement  ("Agreement")  is made and entered into as of the
Date of Grant set  forth  below  (the  "Date of  Grant")  by and  between  IMAGE
INNOVATIONS  HOLDINGS  INC.,  a  Nevada  corporation  (the  "Company"),  and the
Participant  named below  ("Participant").  Capitalized terms not defined herein
shall have the meanings ascribed to them in the Company's 2004 Stock Option Plan
(the "Plan").

Participant:
Social Security Number:
Address:

Total Option Shares:
Exercise Price Per Share:           $
Date of Grant:                      April 5, 2005
Vesting Start Date:                 April 5, 2005
Expiration Date:                    April 5, 2010
[unless earlier terminated under
Section 3 below]

Type of Stock Option
(Check one):      [X] Incentive Stock Option
                  [ ] Nonqualified Stock Option

1.    Grant of Option.

1.1 Grant. The Company hereby grants to Participant an option (this "Option") to
purchase  the total  number of shares of common  stock of the  Company set forth
above as Total Option Shares (the  "Shares") at the Exercise Price Per Share set
forth above (the "Exercise  Price"),  subject to all of the terms and conditions
of this  Agreement  and the Plan.  If  designated  as an Incentive  Stock Option
above, this Option is intended to qualify as an "incentive stock option" ("ISO")
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").

2.    Exercise Period.

2.1  Exercise  Period of  Option.  Provided  Participant  continues  to  provide
services to the Company or any Subsidiary or Parent of the Company,  this Option
will become vested and exercisable as to portions of the Shares as follows:  (a)
this Option shall not vest nor be exercisable  with respect to any of the Shares
until the  Vesting  Start  Date (the  "First  Vesting  Date");  (b) on the First
Vesting  Date  this  Option  will  become  vested  and  exercisable  as to 1/3rd
(33.333%) of the Shares;  and (c) thereafter at the end of each full  succeeding
month this Option will become vested and  exercisable  as to 1/19th  (5.236%) of
the Shares. If application of the vesting  percentage causes a fractional share,
such share shall be rounded down to the nearest whole share.



                                      C-13
<PAGE>

2.2 Vesting of  Options.  Shares that are vested  pursuant to the  schedule  set
forth in Section 2.1 are "Vested Shares." Shares that are not vested pursuant to
the schedule set forth in Section 2.1 are "Unvested Shares."

2.3  Expiration.  The Option shall expire on the Expiration Date set forth above
and must be  exercised,  if at all,  on or before the  Expiration  Date,  unless
earlier terminated under Section 3 below.

3.    Termination.

3.1 Termination for Any Reason Except Death, Disability or Cause. If Participant
is Terminated for any reason, except death, Disability or Cause, this Option, to
the extent (and only to the extent) that it is exercisable by Participant on the
Termination Date, may be exercised by Participant,  if at all, as to all or some
of the Vested Shares  calculated as of the Termination  Date no later than three
(3)  months  after the  Termination  Date,  but in any  event no later  than the
Expiration Date.

8.2  Termination  Because of Death or  Disability.  If Participant is Terminated
because of death or Disability of Participant  (or the  Participant  dies within
three (3) months after  Termination  other than for Cause) this  Option,  to the
extent that it is exercisable by  Participant  on the  Termination  Date, may be
exercised by Participant (or Participant's legal representative),  if at all, as
to all or some of the Vested  Shares  calculated as of the  Termination  Date no
later than twelve (12) months after the  Termination  Date,  but in any event no
later than the Expiration  Date. Any exercise  beyond (a) three (3) months after
the  Termination  Date when the  Termination  is for any  reason  other than the
Participant's death or disability, within the meaning of Section 22(e)(3) of the
Code is deemed to be an NQSO.

8.3  Termination  for Cause.  If Participant is Terminated for Cause,  then this
Option will expire on Participant's  Termination Date, or at such later time and
on such conditions as are determined by the Committee.

3.4 No Obligation to Employ.  Nothing in the Plan or this Agreement shall confer
on  Participant  any right to continue  in the employ of, or other  relationship
with,  the Company or any Parent or Subsidiary  of the Company,  or limit in any
way the right of the  Company  or any  Parent or  Subsidiary  of the  Company to
terminate  Participant's  employment or other  relationship at any time, with or
without Cause.

4.    Manner of Exercise.

4.1 Stock Option Exercise Agreement. To exercise this Option, Participant (or in
the case of exercise  after  Participant's  death or  incapacity,  Participant's
executor,  administrator,  heir or legatee,  as the case may be) must deliver to
the Company an executed  stock option  exercise  agreement in the form  attached
hereto as Exhibit A, or in such other  form as may be  approved  by the  Company
from time to time (the "Exercise Agreement"), which shall set forth, inter alia,
Participant's  election  to exercise  this  Option,  the number of Shares  being
purchased,  any  restrictions  imposed on the  Shares  and any  representations,
warranties and agreements regarding  Participant's  investment intent and access
to  information  as may be required  by the  Company to comply  with  applicable
securities laws. If someone other than Participant  exercises this Option,  then
such person must submit documentation  reasonably acceptable to the Company that
such person has the right to exercise this Option.

4.2  Limitations  on  Exercise.  The Option  may not be  exercised  unless  such
exercise is in compliance with all applicable federal and state securities laws,
as they are in effect on the date of  exercise.  The Option may not be exercised
as to fewer than one hundred  (100)  Shares,  unless it is  exercised  as to all
Shares as to which this Option is then exercisable.



                                      C-14
<PAGE>

4.3 Payment.  The Exercise Agreement shall be accompanied by full payment of the
Exercise  Price for the Shares  being  purchased  in cash (by  check),  or where
permitted by law:

      (a)   by cancellation of indebtedness of the company to the Participant;

      (b)   by waiver of  compensation  due or  accrued to the  Participant  for
            services rendered;

      (c)   by waiver of compensation due or accrued to Participant for services
            rendered;

      (d)   provided that a public market for the  Company's  stock exists,  (1)
            through  a  "same  day  sale"  commitment  from  Participant  and  a
            broker-dealer  that  is a  member  of the  National  Association  of
            Securities   Dealers   (an  "NASD   Dealer")   whereby   Participant
            irrevocably  elects to exercise this Option and to sell a portion of
            the Shares so purchased  to pay for the  Exercise  Price and whereby
            the NASD Dealer  irrevocably  commits upon receipt of such Shares to
            forward the Exercise Price directly to the Company, or (2) through a
            "margin"  commitment  from  Participant  and an NASD Dealer  whereby
            Participant irrevocably elects to exercise this Option and to pledge
            the Shares so  purchased  to the NASD Dealer in a margin  account as
            security  for a loan  from  the NASD  Dealer  in the  amount  of the
            Exercise Price, and whereby the NASD Dealer irrevocably commits upon
            receipt of such Shares to forward the Exercise Price directly to the
            Company; or

      (e)   by any combination of the foregoing.

4.4 Tax  Withholding.  Prior to the issuance of the Shares upon exercise of this
Option,  Participant must pay or provide for any applicable  federal,  state and
local  withholding  obligations  of  the  Company.  If  the  Committee  permits,
Participant  may provide for payment of withholding  taxes upon exercise of this
Option by  requesting  that the Company  retain  Shares with a Fair Market Value
equal to the minimum amount of taxes required to be withheld.  In such case, the
Company shall issue the net number of Shares to the Participant by deducting the
Shares retained from the Shares issuable upon exercise.

4.5 Issuance of Shares.  Provided that the Exercise Agreement and payment are in
form and substance  satisfactory  to counsel for the Company,  the Company shall
issue the Shares registered in the name of Participant, Participant's authorized
assignee, or Participant's legal representative,  and shall deliver certificates
representing the Shares with the appropriate legends affixed thereto.

      5.    Notice of Disqualifying Disposition of ISO Shares.

5.1 Early  Disposition.  If this Option is an ISO, and if  Participant  sells or
otherwise  disposes  of any of the  Shares  acquired  pursuant  to the ISO on or
before the later of (a) the date two (2) years after the Date of Grant,  and (b)
the date one (1) year after transfer of such Shares to Participant upon exercise
of this Option,  Participant shall immediately  notify the Company in writing of
such disposition.  Participant  agrees that Participant may be subject to income
tax  withholding  by  the  Company  on the  compensation  income  recognized  by
Participant from the early  disposition by payment in cash or out of the current
wages or other compensation payable to Participant.

      6.    Compliance with Laws and Regulations.

6.1 Nevada Law. The Plan and this Agreement are intended to comply with the laws
of Nevada.  Any provision of this Agreement which is inconsistent  with the laws
of Nevada shall,  without  further act or amendment by the Company or the Board,
be reformed to comply with the requirements of the laws of Nevada.  The exercise
of this  Option and the  issuance  and  transfer  of Shares  shall be subject to
compliance by the Company and  Participant  with all applicable  requirements of
federal and state  securities  laws and with all applicable  requirements of any
stock exchange on which the Company's  common stock may be listed at the time of
such issuance or transfer.  Participant understands that the Company is under no
obligation to register or qualify the Shares with the SEC, any state  securities
commission or any stock exchange to effect such compliance.




                                      C-15
<PAGE>

7. Non-transferability of Option.

7.1 No Transfers.  The Option may not be transferred in any manner other than by
will or by the laws of descent and  distribution and may be exercised during the
lifetime of Participant  only by  Participant  or in the event of  Participant's
incapacity,  by  Participant's  legal  representative.  The terms of this Option
shall be binding upon the executors,  administrators,  successors and assigns of
Participant.

8.    Company's Right of First Refusal.

8.1 Private Company Rights.  If and for so long as the Company's  securities are
not publicly  traded,  then before any Vested Shares held by  Participant or any
transferee of such Vested Shares may be sold or otherwise transferred (including
without  limitation a transfer by gift or operation of law),  the Company and/or
its assignee(s)  shall have an assignable right of first refusal to purchase the
Vested Shares to be sold or transferred on the terms and conditions set forth in
the Exercise Agreement (the "Right of First Refusal").

9.    Tax Consequences.

9.1  Summary.  Sections  9.2  through  9.4  set out a  brief  summary  as of the
Effective Date of the Plan of some of the federal tax  consequences  of exercise
of this  Option and  disposition  of the  Shares.  THIS  SUMMARY IS  NECESSARILY
INCOMPLETE,  AND THE TAX  LAWS  AND  REGULATIONS  ARE  SUBJECT  TO  CHANGE.  THE
PARTICIPANT  SHOULD  CONSULT  A TAX  ADVISER  BEFORE  EXERCISING  THE  OPTION OR
DISPOSING OF THE SHARES.

9.2  Exercise  of ISO.  If this  Option  qualifies  as an ISO,  there will be no
regular federal or Nevada income tax liability upon the exercise of this Option,
although the excess,  if any, of the Fair Market Value of the Shares on the date
of exercise over the Exercise Price will be treated as a tax preference item for
federal  alternative minimum tax purposes and may subject the Participant to the
alternative minimum tax in the year of exercise.

9.3 Exercise of Nonqualified Stock Option. If this Option does not qualify as an
ISO,  there may be a regular  federal and Nevada income tax  liability  upon the
exercise  of  this  Option.  Participant  will be  treated  as  having  received
compensation  income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise  over the
Exercise Price. If Participant is or was an employee of the Company, the Company
may be required to withhold  from  Participant's  compensation  or collect  from
Participant  and pay to the applicable  taxing  authorities an amount equal to a
percentage of this compensation income at the time of exercise.

9.3  Disposition  of  Shares.  The  following  tax  consequences  may apply upon
disposition of the Shares.



                                      C-16
<PAGE>

      (a)   Incentive Stock Options. If the Shares are held for more than twelve
            (12) months after the date of the transfer of the Shares pursuant to
            the  exercise of an ISO and are  disposed of more than two (2) years
            after the Date of Grant,  any gain  realized on  disposition  of the
            Shares  will be treated as long term  capital  gain for  federal and
            Nevada income tax  purposes.  If Shares  purchased  under an ISO are
            disposed  of  within  the  applicable  one (1)  year or two (2) year
            period,  any gain  realized on such  disposition  will be treated as
            compensation income (taxable at ordinary income rates) to the extent
            of the excess, if any, of the Fair Market Value of the Shares on the
            date of exercise over the Exercise Price.

      (b)   Nonqualified  Stock  Options.  If the  Shares are held for more than
            twelve  (12)  months  after the date of the  transfer  of the Shares
            pursuant  to  the  exercise  of  an  NQSO,   any  gain  realized  on
            disposition of the Shares will be treated as long term capital gain.

      (c)   Withholding.  The  Company  may be  required  to  withhold  from the
            Participant's  compensation  or collect from the Participant and pay
            to the applicable taxing authorities an amount equal to a percentage
            of this compensation income.

10.   Privileges of Stock Ownership.

10.1 No Rights as  Optionee.  Participant  shall not have any of the rights of a
shareholder  with  respect  to  any  Shares  until  the  Shares  are  issued  to
Participant.

11.   General

11.1 Interpretation.  Any dispute regarding the interpretation of this Agreement
shall be submitted by  Participant  or the Company to the  Committee for review.
The resolution of such a dispute by the Committee  shall be final and binding on
the Company and Participant.

11.2.  Entire  Agreement.  The Plan is  incorporated  herein by reference.  This
Agreement  and the Plan  constitute  the entire  agreement  of the  parties  and
supersede  all prior  undertakings  and  agreements  with respect to the subject
matter hereof.

11.3. Notices. Any notice required to be given or delivered to the Company under
the terms of this  Agreement  shall be in writing and addressed to the Corporate
Secretary of the Company at its principal corporate offices. Any notice required
to be given or delivered  to  Participant  shall be in writing and  addressed to
Participant  at the  address  indicated  above or to such other  address as such
party may  designate in writing  from time to time to the  Company.  All notices
shall be deemed to have been given or delivered upon:  personal delivery;  three
(3) days after deposit in the United States mail by certified or registered mail
(return receipt  requested);  one (1) business day after deposit with any return
receipt express courier (prepaid); or one (1) business day after transmission by
facsimile, rapifax or telecopier.

11.4.  Successors  and  Assigns.  The Company may assign any of its rights under
this  Agreement,  including the Right of First Refusal.  This Agreement shall be
binding  upon and inure to the  benefit  of the  successors  and  assigns of the
Company.  Subject  to the  restrictions  on  transfer  set  forth  herein,  this
Agreement shall be binding upon Participant and Participant's heirs,  executors,
administrators, legal representatives, successors and assigns.

11.5.  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance  with the laws of the State of Nevada  as such  laws are  applied  to
agreements  between Nevada residents  entered into and to be performed  entirely
within  Nevada.  If any provision of this  Agreement is determined by a court of
law to be illegal or unenforceable,  then such provision will be enforced to the
maximum extent possible and the other provisions will remain fully effective and
enforceable.



                                      C-17
<PAGE>

11.6. Acceptance.  Participant hereby acknowledges receipt of a copy of the Plan
and  this  Agreement.  Participant  has  read  and  understands  the  terms  and
provisions  thereof,  and  accepts  this  Option  subject  to all the  terms and
conditions of the Plan and this Agreement.  Participant  acknowledges that there
may be adverse tax  consequences  upon exercise of this Option or disposition of
the Shares  and that  Participant  should  consult a tax  adviser  prior to such
exercise or disposition.

IN WITNESS  WHEREOF,  the Company has caused  this  Agreement  to be executed in
triplicate by its duly  authorized  representative  and Participant has executed
this Agreement in triplicate as of the Date of Grant.


IMAGE INNOVATIONS HOLDINGS INC.     PARTICIPANT


By: ___________________________     ____________________________
Derick Sinclair
CFO


                   [SIGNATURE PAGE TO STOCK OPTION AGREEMENT]







                                      C-18
<PAGE>


                         IMAGE INNOVATIONS HOLDINGS INC.

                             2004 STOCK OPTION PLAN

                         STOCK OPTION EXERCISE AGREEMENT



This Exercise Agreement (this "Exercise  Agreement") is made and entered into as
of ______________, 20___ (the "Effective Date") by and between Image Innovations
Holdings Inc., a Nevada  corporation  (the  "Company"),  and the Purchaser named
below (the  "Purchaser").  Capitalized  terms not defined  herein shall have the
meanings ascribed to them in the Company's 2004 Stock Option Plan (the "Plan").

Purchaser:                 _______________________________

Social Security Number:    _______________________________

Address:                   _______________________________

                           _______________________________

Total Number of Shares:    _______________________________

Exercise Price Per Share:  _______________________________

Total Exercise Price:      _______________________________

Option No.:                _______________________________

Date of Grant:             _______________________________

Type of Option:            [  ]  Incentive Stock Option

                           [  ]  Nonqualified Stock Option

1.    Exercise of Option.

1.1 Exercise.  Pursuant to exercise of that certain option ("Option") granted to
Purchaser  under  the Plan and  subject  to the  terms  and  conditions  of this
Exercise Agreement, Purchaser hereby purchases from the Company, and the Company
hereby sells to Purchaser, the Total Number of Shares set forth above ("Shares")
of the  Company's  Common Stock at the Exercise  Price Per Share set forth above
("Exercise Price"). As used in this Exercise Agreement, the term "Shares" refers
to  the  Shares  purchased  under  this  Exercise  Agreement  and  includes  all
securities  received (a) in replacement of the Shares,  (b) as a result of stock
dividends  or stock splits with  respect to the Shares,  and (c) all  securities
received on account of the Shares in a merger, recapitalization,  reorganization
or similar corporate transaction.

1.2 Title to Shares.  The exact  spelling of the name(s)  under which  Purchaser
will take title to the Shares is:

_______________________________________________

_______________________________________________


                                      C-19
<PAGE>



Purchaser desires to take title to the Shares as follows:

      [_]   Individual, as separate property
      [_]   Husband and wife, as community property
      [_]   Joint Tenants
      [_]   Alone or with spouse as trustee(s) of the following trust (including
            date):

                   _______________________________________________

                   _______________________________________________

      [_]   Other; please specify:

                   _______________________________________________

                   _______________________________________________

1.3 Payment.  Purchaser  hereby  delivers  payment of the Exercise  Price in the
manner permitted in the Stock Option Agreement as follows (check and complete as
appropriate):

      [_]   in cash (by check) in the amount of $____________,  receipt of which
            is acknowledged by the Company;

      [_]   by  cancellation  of indebtedness of the Company to Purchaser in the
            amount of $__________;

      [_]   by the waiver  hereby of  compensation  due or accrued for  services
            rendered in the amount of $_________.

2.    Delivery.

2.1 Deliveries by Purchaser.  Purchaser  hereby delivers to the Company (i) this
Exercise Agreement,  (ii) three (3) copies of a blank Stock Power and Assignment
Separate from Stock  Certificate  in the form of Exhibit 1 attached  hereto (the
"Stock Powers"),  both executed by Purchaser (and Purchaser's  spouse,  if any),
(iii) if  Purchaser  is  married,  a Consent  of Spouse in the form of Exhibit 2
attached hereto (the "Spouse Consent") executed by Purchaser's  spouse, and (iv)
the  Exercise  Price and  payment  or other  provision  for any  applicable  tax
obligations.

2.2 Deliveries by the Company.  Upon its receipt of the Exercise Price,  payment
or other  provision for any applicable tax  obligations and all the documents to
be executed and  delivered by  Purchaser to the Company  under  Section 2.1, the
Company will issue a duly executed  stock  certificate  evidencing the Shares in
the name of  Purchaser,  to be placed in escrow as  provided in Section 10 until
expiration or termination of the Company's  Right of First Refusal  described in
Section 8.

3.    Representations and Warranties of Purchaser.

Purchaser represents and warrants to the Company that:

3.1 Agrees to Terms of the Plan.  Purchaser  has received a copy of the Plan and
the Stock Option Agreement,  has read and understands the terms of the Plan, the
Stock Option  Agreement and this Exercise  Agreement,  and agrees to be bound by
their terms and conditions. Purchaser acknowledges that there may be adverse tax
consequences upon exercise of the Option or disposition of the Shares,  and that
Purchaser should consult a tax adviser prior to such exercise or disposition.



                                      C-20
<PAGE>

3.2      Purchase for Own Account for  Investment.

Purchaser is purchasing  the Shares for  Purchaser's  own account for investment
purposes  only  and not  with a view  to,  or for  sale in  connection  with,  a
distribution of the Shares within the meaning of the Securities  Act.  Purchaser
has no present intention of selling or otherwise disposing of all or any portion
of the Shares and no one other than  Purchaser has any  beneficial  ownership of
any of the Shares.

3.3 Access to Information. Purchaser has had access to all information regarding
the Company and its present and prospective  business,  assets,  liabilities and
financial condition that Purchaser  reasonably considers important in making the
decision to purchase the Shares,  and Purchaser has had ample opportunity to ask
questions  of the  Company's  representatives  concerning  such matters and this
investment.

3.4  Understanding  of  Risks.  Purchaser  is fully  aware  of:  (i) the  highly
speculative  nature of the investment in the Shares;  (ii) the financial hazards
involved;  (iii) the lack of  liquidity  of the Shares and the  restrictions  on
transferability  of the Shares (e.g.,  that Purchaser may not be able to sell or
dispose  of  the  Shares  or  use  them  as  collateral  for  loans);  (iv)  the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences of investment in the Shares. Purchaser is capable of evaluating the
merits and risks of this investment,  has the ability to protect Purchaser's own
interests in this transaction and is financially capable of bearing a total loss
of this investment.

3.5 No  General  Solicitation.  At no  time  was  Purchaser  presented  with  or
solicited  by  any  publicly  issued  or  circulated  newspaper,   mail,  radio,
television or other form of general  advertising or  solicitation  in connection
with the offer, sale and purchase of the Shares.

4.    Compliance with Securities Laws.

4.1   Compliance with U.S. Federal Securities Laws.

Purchaser  understands and acknowledges that the Shares have not been registered
with the SEC  under  the  Securities  Act and  that,  notwithstanding  any other
provision of the Stock Option  Agreement  to the  contrary,  the exercise of any
rights to purchase any Shares is expressly  conditioned upon compliance with the
Securities Act and all applicable  state  securities  laws.  Purchaser agrees to
cooperate with the Company to ensure  compliance  with such laws. The Shares are
being issued under the Securities Act pursuant to the exemption  provided by SEC
Rule 701.

4.2   Compliance with Nevada Securities Laws.

The Plan, the stock option agreement,  and this Exercise  Agreement are intended
to comply with the laws of Nevada.  Any  provision  of this  Exercise  Agreement
which is inconsistent with those laws shall, without further act or amendment by
the Company or the Board,  be reformed to comply with the  requirements of those
laws.  THE  SALE OF THE  SECURITIES  THAT  ARE  THE  SUBJECT  OF  THIS  EXERCISE
AGREEMENT,   IF  NOT  YET   QUALIFIED   IN  NEVADA  AND  NOT  EXEMPT  FROM  SUCH
QUALIFICATION,  IS  SUBJECT  TO SUCH  QUALIFICATION,  AND THE  ISSUANCE  OF SUCH
SECURITIES,  AND THE RECEIPT OF ANY PART OF THE CONSIDERATION  THEREFOR PRIOR TO
SUCH  QUALIFICATION  IS  UNLAWFUL  UNLESS THE SALE IS EXEMPT.  THE RIGHTS OF THE
PARTIES  TO  THIS  EXERCISE  AGREEMENT  ARE  EXPRESSLY   CONDITIONED  UPON  SUCH
QUALIFICATION BEING OBTAINED OR AN EXEMPTION BEING AVAILABLE.



                                      C-21
<PAGE>

5.    Restricted Securities.

5.1  No  Transfer  Unless  Registered  or  Exempt.  Purchaser  understands  that
Purchaser  may not transfer any Shares unless such Shares are  registered  under
the  Securities  Act or qualified  under  applicable  state  securities  laws or
unless,  in  the  opinion  of  counsel  to the  Company,  exemptions  from  such
registration and qualification requirements are available. Purchaser understands
that only the Company may file a  registration  statement  with the SEC and that
the  Company  is  under  no  obligation  to do so with  respect  to the  Shares.
Purchaser  has  also  been  advised  that  exemptions  from   registration   and
qualification  may not be available or may not permit  Purchaser to transfer all
or any of the Shares in the amounts or at the times proposed by Purchaser.

5.2 SEC Rule 144. In  addition,  Purchaser  has been  advised  that SEC Rule 144
promulgated  under the Securities  Act, which permits  certain  limited sales of
unregistered  securities,  is not presently available with respect to the Shares
and,  in any  event,  requires  that the Shares be held for a minimum of one (1)
year,  and in certain  cases two (2) years,  after they have been  purchased and
paid for (within the meaning of Rule 144).  Purchaser  understands that Rule 144
may indefinitely restrict transfer of the Shares so long as Purchaser remains an
"affiliate" of the Company or if "current public  information" about the Company
(as defined in Rule 144) is not publicly available.

5.3 SEC Rule 701.  The Shares are issued  pursuant  to SEC Rule 701  promulgated
under the Securities Act and may become freely tradable by non-affiliates (under
limited  conditions  regarding  the method of sale)  ninety  (90) days after the
first sale of Common  Stock of the Company to the general  public  pursuant to a
registration  statement filed with and declared effective by the SEC, subject to
the lengthier market standoff agreement  contained in Section 7 of this Exercise
Agreement or any other  agreement  entered into by  Purchaser.  Affiliates  must
comply with the provisions (in addition to the holding period  requirements)  of
Rule 144.

6.    Restrictions on Transfers.

6.1   Disposition of Shares.  Purchaser  hereby agrees that Purchaser shall make
      no  disposition  of the Shares  (other than as permitted by this  Exercise
      Agreement) unless and until:

      (a)   Purchaser   shall  have   notified   the  Company  of  the  proposed
            disposition  and  provided  a  written  summary  of  the  terms  and
            conditions of the proposed disposition;

      (b)   Purchaser shall have complied with all requirements of this Exercise
            Agreement applicable to the disposition of the Shares;

      (c)   Purchaser  shall have provided the Company with written  assurances,
            in form and substance  satisfactory to counsel for the Company, that
            (i) the proposed  disposition  does not require  registration of the
            Shares  under  the  Securities  Act or (ii) all  appropriate  action
            necessary for compliance with the  registration  requirements of the
            Securities Act or of any exemption from registration available under
            the Securities Act (including Rule 144) has been taken; and

      (d)   Purchaser  shall have provided the Company with written  assurances,
            in form and substance satisfactory to the Company, that the proposed
            disposition  will not result in the  contravention  of any  transfer
            restrictions  applicable to the Shares pursuant to the provisions of
            the Commissioner Rules identified in Section 4.2.



                                      C-22
<PAGE>

6.2 Restriction on Transfer.  Purchaser shall not transfer, assign, grant a lien
or security interest in, pledge,  hypothecate,  encumber or otherwise dispose of
any of the Shares  which are subject to the  Company's  Right of First  Refusal,
except as permitted by this Exercise Agreement.

6.3  Transferee  Obligations.  Each person  (other than the Company) to whom the
Shares are transferred by means of one of the permitted  transfers  specified in
this Exercise  Agreement must, as a condition  precedent to the validity of such
transfer, acknowledge in writing to the Company that such person is bound by the
provisions  of this  Exercise  Agreement  and that the  transferred  Shares  are
subject to (i) the Company's Right of First Refusal  granted  hereunder and (ii)
the market  stand-off  provisions  of Section 7, to the same  extent such Shares
would be so subject if retained by the Purchaser.

7.  Market  Standoff   Agreement.   Purchaser  agrees  in  connection  with  any
registration of the Company's  securities  that, upon the request of the Company
or the  underwriters  managing any public offering of the Company's  securities,
Purchaser  will not sell or  otherwise  dispose of any Shares  without the prior
written  consent of the  Company or such  underwriters,  as the case may be, for
such  period of time (not to exceed 180 days) after the  effective  date of such
registration  requested  by  such  managing  underwriters  and  subject  to  all
restrictions as the Company or the underwriters may specify.  Purchaser  further
agrees to enter into any agreement  reasonably  required by the  underwriters to
implement the foregoing.

8. Company's Right of First Refusal.  Before any Vested Shares held by Purchaser
or any  transferee of such Vested Shares  (either  being  sometimes  referred to
herein as the "Holder") may be sold or otherwise transferred  (including without
limitation  a transfer by gift or  operation  of law),  the  Company  and/or its
assignee(s)  shall have an  assignable  right of first  refusal to purchase  the
Vested Shares to be sold or transferred (the "Offered  Shares") on the terms and
conditions set forth in this Section (the "Right of First Refusal").

8.1 Notice of Proposed Transfer.  The Holder of the Offered Shares shall deliver
to the Company a written  notice (the "Notice")  stating:  (i) the Holder's bona
fide intention to sell or otherwise  transfer the Offered Shares;  (ii) the name
of  each  proposed   bona  fide   purchaser  or  other   transferee   ("Proposed
Transferee");  (iii) the  number of  Offered  Shares to be  transferred  to each
Proposed  Transferee;  (iv) the bona fide cash price or other  consideration for
which the Holder proposes to transfer the Offered Shares (the "Offered  Price");
and (v) that the Holder  will offer to sell the  Offered  Shares to the  Company
and/or its assignee(s) at the Offered Price as provided in this Section.

8.2  Exercise of Right of First  Refusal.  At any time  within  thirty (30) days
after the date of the Notice,  the Company and/or its assignee(s) may, by giving
written notice to the Holder, elect to purchase all (or, with the consent of the
Holder,  less than all) the Offered Shares proposed to be transferred to any one
or more of the Proposed  Transferees  named in the Notice, at the purchase price
determined as specified below.

8.3 Purchase  Price.  The purchase price for the Offered Shares  purchased under
this  Section  will  be  the  Offered  Price.  If  the  Offered  Price  includes
consideration  other than cash, then the cash  equivalent  value of the non-cash
consideration  shall  conclusively  be deemed  to be the value of such  non-cash
consideration as determined in good faith by the Board.

8.4 Payment.  Payment of the Offered Price will be payable, at the option of the
Company and/or its assignee(s) (as  applicable),  by check or by cancellation of
all or a portion of any  outstanding  indebtedness  of the Holder to the Company
(or to such  assignee,  in the case of a  purchase  of  Offered  Shares  by such
assignee) or by any combination  thereof. The Offered Price will be paid without
interest within sixty (60) days after the Company's  receipt of the Notice,  or,
at the option of the Company  and/or its  assignee(s),  in the manner and at the
time(s) set forth in the Notice.



                                      C-23
<PAGE>

8.5 Holder's  Right to Transfer.  If all of the Offered  Shares  proposed in the
Notice to be transferred to a given Proposed Transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section,  then the Holder may
sell or otherwise  transfer such Offered  Shares to that Proposed  Transferee at
the  Offered  Price or at a  higher  price,  provided  that  such  sale or other
transfer  is  consummated  within  120 days  after the date of the  Notice,  and
provided  further,  that (i) any such  sale or other  transfer  is  effected  in
compliance with all applicable  securities laws and (ii) the Proposed Transferee
agrees in writing that the  provisions of this Section will continue to apply to
the  Offered  Shares in the hands of such  Proposed  Transferee.  If the Offered
Shares  described in the Notice are not  transferred to the Proposed  Transferee
within such 120 day period, then a new Notice must be given to the Company,  and
the Company will again be offered the Right of First  Refusal  before any Shares
held by the Holder may be sold or otherwise transferred.

8.6 Exempt Transfers.  Notwithstanding anything to the contrary in this Section,
the following  transfers of Vested Shares will be exempt from the Right of First
Refusal:  (i) the transfer of any or all of the Vested Shares during Purchaser's
lifetime by gift or on  Purchaser's  death by will or intestacy  to  Purchaser's
"immediate family" (as defined below) or to a trust for the benefit of Purchaser
or  Purchaser's  immediate  family,  provided  that  each  transferee  or  other
recipient agrees in a writing satisfactory to the Company that the provisions of
this  Section will  continue to apply to the  transferred  Vested  Shares in the
hands of such transferee or other recipient;  (ii) any transfer of Vested Shares
made pursuant to a statutory  merger or statutory  consolidation  of the Company
with or into another corporation or corporations (except that the Right of First
Refusal will continue to apply  thereafter to such Vested Shares,  in which case
the surviving  corporation of such merger or consolidation  shall succeed to the
rights of the  Company  under this  Section  unless the  agreement  of merger or
consolidation  expressly  otherwise  provides);  or (iii) any transfer of Vested
Shares  pursuant  to the  winding up and  dissolution  of the  Company.  As used
herein,  the term "immediate  family" will mean Purchaser's  spouse,  the lineal
descendant or antecedent,  father,  mother,  brother or sister,  child,  adopted
child,  grandchild or adopted  grandchild  of the  Purchaser or the  Purchaser's
spouse,  or the  spouse of any  child,  adopted  child,  grandchild  or  adopted
grandchild of Purchaser or the Purchaser's spouse.

8.7 Termination of Right of First Refusal.  The Company's Right of First Refusal
will terminate when the Company's securities become publicly traded.

9. Rights as  Shareholder.  Subject to the terms and conditions of this Exercise
Agreement, Purchaser will have all of the rights of a shareholder of the Company
with  respect  to the Shares  from and after the date that  Shares are issued to
Purchaser  until such time as  Purchaser  disposes  of the Shares or the Company
and/or its assignee(s)  exercise(s) the Right of First Refusal. Upon an exercise
of the Right of First Refusal, Purchaser will have no further rights as a holder
of the  Shares so  purchased  upon such  exercise,  except  the right to receive
payment for the Shares so purchased in  accordance  with the  provisions of this
Exercise   Agreement,   and  Purchaser   will   promptly   surrender  the  stock
certificate(s) evidencing the Shares so purchased to the Company for transfer or
cancellation.

10. Escrow.  As security for Purchaser's  faithful  performance of this Exercise
Agreement,   Purchaser   agrees,   immediately   upon   receipt   of  the  stock
certificate(s)  evidencing the Shares, to deliver such certificate(s),  together
with the Stock Powers  executed by Purchaser and by Purchaser's  spouse,  if any
(with the date and number of Shares left blank), to the Secretary of the Company
or other designee of the Company ("Escrow  Holder"),  who is hereby appointed to
hold such certificate(s) and Stock Powers in escrow and to take all such actions
and to effectuate  all such transfers  and/or  releases of such Shares as are in
accordance with the terms of this Exercise Agreement.  Purchaser and the Company
agree  that  Escrow  Holder  will not be liable  to any  party to this  Exercise
Agreement  (or to any other  party) for any actions or omissions  unless  Escrow
Holder is grossly  negligent  or  intentionally  fraudulent  in carrying out the
duties of Escrow  Holder under this Exercise  Agreement.  Escrow Holder may rely
upon any letter, notice or other document executed by any signature purported to
be genuine and may rely on the advice of counsel and obey any order of any court
with respect to the transactions  contemplated by this Exercise  Agreement.  The
Shares will be  released  from  escrow  upon  termination  of the Right of First
Refusal.



                                      C-24
<PAGE>

11.   Restrictive Legends and Stop-Transfer Orders.

11.1 Legends.  Purchaser  understands and agrees that the Company will place the
legends  set  forth  below  or  similar  legends  on  any  stock  certificate(s)
evidencing  the Shares,  together with any other legends that may be required by
state or U.S. Federal  securities laws, the Company's  Articles of Incorporation
or  Bylaws,  any  other  agreement  between  Purchaser  and the  Company  or any
agreement between Purchaser and any third party:

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR UNDER THE SECURITIES LAWS OF
CERTAIN STATES.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN INDEFINITE  PERIOD OF TIME. THE
ISSUER OF THESE  SECURITIES  MAY  REQUIRE  AN  OPINION  OF  COUNSEL  IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE  IS IN  COMPLIANCE  WITH  THE  SECURITIES  ACT AND ANY  APPLICABLE  STATE
SECURITIES LAWS.

THE SHARES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN  RESTRICTIONS
ON PUBLIC  RESALE AND TRANSFER,  RIGHT OF REPURCHASE  AND RIGHT OF FIRST REFUSAL
OPTIONS HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A STOCK OPTION
EXERCISE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH PUBLIC
SALE AND TRANSFER  RESTRICTIONS  AND THE RIGHT OF REPURCHASE  AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.

11.2  Stop-Transfer  Instructions.  Purchaser agrees that, to ensure  compliance
with the restrictions imposed by this Exercise Agreement,  the Company may issue
appropriate  "stop-transfer"  instructions to its transfer agent, if any, and if
the Company transfers its own securities,  it may make appropriate  notations to
the same effect in its own records.

11.3  Refusal to  Transfer.  The Company will not be required (i) to transfer on
its books any Shares that have been sold or otherwise  transferred  in violation
of any of the provisions of this Exercise Agreement or (ii) to treat as owner of
such Shares, or to accord the right to vote or pay dividends to any purchaser or
other transferee to whom such Shares have been so transferred.


                                      C-25
<PAGE>

12. Tax  Consequences.  PURCHASER  UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE
TAX  CONSEQUENCES  AS A RESULT OF  PURCHASER'S  PURCHASE OR  DISPOSITION  OF THE
SHARES.  PURCHASER  REPRESENTS THAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISER
PURCHASER  DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE
SHARES AND THAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.  Set
forth below is a brief  summary as of the date the Plan was adopted by the Board
of some of the U.S.  Federal  tax  consequences  of  exercise  of the Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX
LAWS AND  REGULATIONS  ARE  SUBJECT TO CHANGE.  PURCHASER  SHOULD  CONSULT A TAX
ADVISER BEFORE EXECUTING THIS OPTION OR DISPOSING OF THE SHARES.

12.1  Exercise of Incentive  Stock  Option.  If the Option  qualifies as an ISO,
there will be no regular U.S.  Federal income tax liability upon the exercise of
the Option,  although the excess, if any, of the Fair Market Value of the Shares
on the date of  exercise  over  the  Exercise  Price  will be  treated  as a tax
preference  item for U.S.  Federal  alternative  minimum  tax  purposes  and may
subject Purchaser to the alternative minimum tax in the year of exercise.

12.2 Exercise of Nonqualified Stock Option. If the Option does not qualify as an
ISO, there may be a regular U.S. Federal income tax liability and a state income
tax  liability  upon the  exercise of the Option.  Purchaser  will be treated as
having received compensation income (taxable at ordinary income tax rates) equal
to the excess,  if any,  of the Fair  Market  Value of the Shares on the date of
exercise over the Exercise  Price.  If Purchaser is a current or former employee
of the  Company,  he  Company  may be  required  to  withhold  from  Purchaser's
compensation  or  collect  from  Purchaser  and  pay  to the  applicable  taxing
authorities an amount equal to a percentage of this  compensation  income at the
time of exercise.

12.3  Disposition  of Shares.  The  following  tax  consequences  may apply upon
disposition of the Shares.

(a) Incentive  Stock  Options.  If the Shares are held for more than twelve (12)
months after the date of the transfer of the Shares  pursuant to the exercise of
an ISO and are disposed of more than two (2) years after the Date of Grant,  any
gain realized on  disposition of the Shares will be treated as long term capital
gain for federal and Nevada income tax purposes.  If Shares  purchased  under an
ISO are disposed of within the  applicable  one (1) year or two (2) year period,
any gain realized on such  disposition  will be treated as  compensation  income
(taxable at ordinary  income rates) to the extent of the excess,  if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price.

(b) Nonqualified Stock Options. If the Shares are held for more than twelve (12)
months after the date of the transfer of the Shares  pursuant to the exercise of
an NQSO,  any gain realized on disposition of the Shares will be treated as long
term capital gain.

(c)  Withholding.  The Company may be required to withhold from the  Purchaser's
compensation  or collect from the  Purchaser  and pay to the  applicable  taxing
authorities an amount equal to a percentage of this compensation income.

13.  Compliance  with Laws and  Regulations.  The  issuance  and transfer of the
Shares will be subject to and  conditioned  upon  compliance  by the Company and
Purchaser with all applicable  state and U.S.  Federal laws and  regulations and
with all applicable  requirements  of any stock exchange or automated  quotation
system on which the  Company's  Common Stock may be listed or quoted at the time
of such issuance or transfer.

14. Successors and Assigns.  The Company may assign any of its rights under this
Exercise Agreement, including its rights to repurchase Shares under the Right of
First Refusal.  This Exercise  Agreement  shall be binding upon and inure to the
benefit  of  the  successors  and  assigns  of  the  Company.   Subject  to  the
restrictions  on transfer  herein set forth,  this  Exercise  Agreement  will be
binding upon Purchaser and Purchaser's heirs, executors,  administrators,  legal
representatives, successors and assigns.



                                      C-26
<PAGE>

15. Governing Law;  Severability.  This Exercise  Agreement shall be governed by
and  construed in  accordance  with the internal  laws of the State of Nevada as
such laws are applied to agreements between Nevada residents entered into and to
be performed entirely within Nevada. If any provision of this Exercise Agreement
is  determined  by a court of law to be  illegal  or  unenforceable,  then  such
provision  will be  enforced  to the  maximum  extent  possible  and  the  other
provisions will remain fully effective and enforceable.

16.  Notices.  Any notice required to be given or delivered to the Company shall
be in writing and  addressed  to the  Corporate  Secretary of the Company at its
principal  corporate  offices.  Any notice  required to be given or delivered to
Purchaser  shall  be in  writing  and  addressed  to  Purchaser  at the  address
indicated  above or to such other  address as Purchaser may designate in writing
from time to time to the Company.  All notices shall be deemed effectively given
upon personal  delivery,  three (3) days after deposit in the United States mail
by certified or registered mail (return receipt requested), one (1) business day
after its deposit with any return receipt express courier (prepaid),  or one (1)
business day after transmission by rapifax or telecopier.

17. Further  Instruments.  The parties agree to execute such further instruments
and to take such further action as may be reasonably  necessary to carry out the
purposes and intent of this Exercise Agreement.

18. Headings.  The captions and headings of this Exercise Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this  Exercise  Agreement.  All  references  herein to  Sections  will  refer to
Sections of this Exercise Agreement.

19. Entire  Agreement.  The Plan,  the Stock Option  Agreement and this Exercise
Agreement,  together with all of its Exhibits,  constitute the entire  agreement
and  understanding  of the parties  with  respect to the subject  matter of this
Exercise  Agreement,  and supersede  all prior  understandings  and  agreements,
whether oral or written, between the parties hereto with respect to the specific
subject matter hereof.


IN WITNESS  WHEREOF,  the  Company  has caused  this  Exercise  Agreement  to be
executed in triplicate by its duly authorized  representative  and Purchaser has
executed this Exercise Agreement in triplicate as of the Effective Date.





         __________________________



By:      __________________________
         (Signature)





                                      C-27
<PAGE>




                                LIST OF EXHIBITS
                                ----------------


Exhibit 1:      Stock Power and Assignment Separate from Stock Certificate

Exhibit 2:      Spouse Consent

Exhibit 3:      Copy of Purchaser's Cheque





                                      C-28

<PAGE>

                                    EXHIBIT 1



                           STOCK POWER AND ASSIGNMENT

                         SEPARATE FROM STOCK CERTIFICATE



                           STOCK POWER AND ASSIGNMENT


                         SEPARATE FROM STOCK CERTIFICATE


FOR VALUE RECEIVED and pursuant to that certain Stock Option Exercise  Agreement
No. ___ dated as of _______________,  ________, (the "Exercise Agreement"),  the
undersigned hereby sells, assigns and transfers unto  _________________________,
shares  of  the  Common  Stock  of  ____________.,  a  Nevada  corporation  (the
"Company"),  standing  in the  undersigned's  name on the  books of the  Company
represented by Certificate  No(s).  ______ delivered  herewith,  and does hereby
irrevocably  constitute  and  appoint  the  Secretary  of  the  Company  as  the
undersigned's  attorney-in-fact,  with full power of  substitution,  to transfer
said  stock on the books of the  Company.  THIS  ASSIGNMENT  MAY ONLY BE USED AS
AUTHORIZED BY THE EXERCISE AGREEMENT AND ANY EXHIBITS THERETO.



Dated:  _______________, ____



_____________________



__________________________________
(Signature)


Instructions:  Please do not fill in any blanks other than the  signature  line.
The  purpose  of this Stock  Power and  Assignment  is to enable the  Company to
acquire the shares upon  exercise of its "Right of First  Refusal"  set forth in
the Exercise  Agreement without requiring  additional  signatures on the part of
the Purchaser.

<PAGE>

                                    EXHIBIT 2



                                 SPOUSE CONSENT

                                 Spouse Consent


The undersigned spouse of Purchaser has read,  understands,  and hereby approves
the Stock  Option  Exercise  Agreement  between  Purchaser  and the Company (the
"Exercise Agreement").  In consideration of the Comp Agreement,  the undersigned
hereby  agrees to be  irrevocably  bound by the Exercise  Agreement  and further
agrees that any community property interest I, the undersigned  spouse, may have
in the Shares and any other property  pursuant to the Exercise  Agreement  shall
similarly be bound by the Exercise  Agreement.  The undersigned  hereby appoints
Purchaser  as his or her  attorney-in-fact  with  respect  to any  amendment  or
exercise of any rights under the Exercise Agreement.


Date:___________________________

__________________________________
Name of Purchaser - Print

__________________________________
Signature of Purchaser's Spouse

<PAGE>

                                    EXHIBIT 3


                           COPY OF PURCHASER'S CHEQUE