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                                                                    EXHIBIT 10.2


                           Universal Ice Blast, Inc.
                                1999 STOCK PLAN


SECTION 1.  ESTABLISHMENT AND PURPOSE.

     The purpose of the Plan is to offer selected individuals an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, by purchasing Shares of the Company's Stock. The Plan provides
both for the direct award or sale of Shares and for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory Options
as well as ISOs intended to qualify under Section 422 of the Code.

     Capitalized terms are defined in Section 12.

SECTION 2.  ADMINISTRATION.

     (a) Committees of the Board of Directors. The Plan may be administered by
one or more Committees. Each Committee shall consist of one or more members of
the Board of Directors who have been appointed by the Board of Directors.  Each
Committee shall have such authority and be responsible for such functions as the
Board of Directors has assigned to it. If no Committee has been appointed, the
entire Board of Directors shall administer the Plan. Any reference to the Board
of Directors in the Plan shall be construed as a reference to the Committee (if
any) to whom the Board of Directors has assigned a particular function.

     (b) Authority of the Board of Directors. Subject to the provisions of the
Plan, the Board of Directors shall have full authority and discretion to take
any actions it deems necessary or advisable for the administration of the Plan.
All decisions, interpretations and other actions of the Board of Directors shall
be final and binding on all Purchasers, all Optionees and all persons deriving
their rights from a Purchaser or Optionee.

SECTION 3.  ELIGIBILITY.

     (a) General Rule. Only Employees, Outside Directors and Consultants shall
be eligible for the grant of Options or the direct award or sale of Shares. Only
Employees shall be eligible for the grant of ISOs.

     (b) Ten-Percent Shareholders. An individual who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company,
its Parent or any of its Subsidiaries shall not be eligible for the grant of an
ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a
Share on the date of grant and (ii) such ISO by its terms is not exercisable
after the expiration of five years from the date of grant. For purposes of this
Subsection (b), in determining stock ownership, the attribution rules of Section
424(d) of the Code shall be applied.

SECTION 4.  STOCK SUBJECT TO PLAN.

     (a) Basic Limitation. Shares offered under the Plan may be authorized but
unissued Shares.  The aggregate number of Shares that may be issued under the
Plan (upon exercise of Options or other rights to acquire Shares) shall not
exceed 6,000,000 Shares, subject to adjustment pursuant to Section 8. The number
of Shares that are subject to Options or other rights outstanding at any time
under the Plan shall not exceed the number of Shares that then remain available
for issuance under the Plan. The

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Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.

     (b) Additional Shares. In the event that any outstanding Option or other
right for any reason expires or is canceled or otherwise terminated, the Shares
allocable to the unexercised portion of such Option or other right shall again
be available for the purposes of the Plan. In the event that Shares issued under
the Plan are reacquired by the Company pursuant to any forfeiture provision,
right of repurchase or right of first refusal, such Shares shall again be
available for the purposes of the Plan, except that the aggregate number of
Shares which may be issued upon the exercise of ISOs shall in no event exceed
6,000,000 Shares (subject to adjustment pursuant to Section 8).

SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES.

     (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

     (b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Purchaser within 30 days after the grant of such right
was communicated to the Purchaser by the Company. Such right shall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.

     (c) Purchase Price. The Purchase Price shall be determined by the Board of
Directors at its sole discretion. The Purchase Price shall be payable in a form
described in Section 7.

     (d) Withholding Taxes. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.

     (e) Restrictions on Transfer of Shares. Any Shares awarded or sold under
the Plan shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the Board
of Directors may determine. Such restrictions shall be set forth in the
applicable Stock Purchase Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally.

     (f) Accelerated Vesting. Unless the applicable Stock Purchase Agreement
provides otherwise, and except as set forth below, any right to repurchase a
Purchaser's Shares at the original Purchase Price (if any) upon termination of
the Purchaser's Service shall lapse and all of such Shares shall become vested
if:

         (i)  The Company is subject to a Change in Control before the
     Purchaser's Service terminates; and

         (ii) Either (A) the repurchase right is not assigned to the entity that
     employs the Purchaser immediately after the Change in Control or to its
     parent or subsidiary or (B) the Purchaser is subject to an Involuntary
     Termination within 12 months following such Change in Control.

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     A Stock Purchase Agreement may also provide for accelerated vesting in the
event of the Optionee's death or disability or other events.

     Notwithstanding the above, if the Company and the other party to the
transaction constituting a Change in Control agree that such transaction is to
be treated as a "pooling of interests" for financial reporting purposes, and if
such transaction in fact is so treated, then the acceleration of vesting shall
not occur to the extent that the Company's independent public accountants and
such other party's independent public accountants separately determine in good
faith that such acceleration would preclude the use of "pooling of interests"
accounting.

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS.

     (a) Stock Option Agreement. Each grant of an Option under the Plan shall be
evidenced by a Stock Option Agreement between the Optionee and the Company. Such
Option shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Board of Directors deems appropriate for inclusion in a
Stock Option Agreement. The provisions of the various Stock Option Agreements
entered into under the Plan need not be identical.

     (b) Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 8. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.

     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value of a Share on the date of grant, and a higher percentage may be
required by Section 3(b). Subject to the preceding sentence, the Exercise Price
under an Option shall be determined by the Board of Directors at its sole
discretion. The Exercise Price shall be payable in a form described in Section
7.

     (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with the disposition of Shares acquired by
exercising an Option.

     (e) Exercisability. Each Stock Option Agreement shall specify the date when
all or any installment of the Option is to become exercisable. The
exercisability provisions of a Stock Option Agreement shall be determined by the
Board of Directors at its sole discretion.

     (f) Accelerated Exercisability. Unless the applicable Stock Option
Agreement provides otherwise, all of an Optionee's Options shall become
exercisable in full if:

         (i)  The Company is subject to a Change in Control before the
     Optionee's Service terminates; and

         (ii) Either (A) such Options do not remain outstanding, such Options
     are not assumed by the surviving corporation or its parent, and the
     surviving corporation or its parent does not substitute options with
     substantially the same terms for such Options or (B) the

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     Optionee is subject to an Involuntary Termination within 12 months
     following such Change in Control.

Notwithstanding the above, if the Company and the other party to the transaction
constituting a Change in Control agree that such transaction is to be treated as
a "pooling of interests" for financial reporting purposes, and if such
transaction in fact is so treated, then the acceleration of exercisability shall
not occur to the extent that the Company's independent public accountants and
such other party's independent public accountants separately determine in good
faith that such acceleration would preclude the use of "pooling of interests"
accounting.

     (g) Basic Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed 10 years from the date of grant, and in the
case of an ISO a shorter term may be required by Section 3(b). Subject to the
preceding sentence, the Board of Directors at its sole discretion shall
determine when an Option is to expire. A Stock Option Agreement may provide for
expiration prior to the end of its term in the event of the termination of the
Optionee's Service or death.

     (h) Nontransferability. No Option shall be transferable by the Optionee
other than by beneficiary designation, will or the laws of descent and
distribution. An Option may be exercised during the lifetime of the Optionee
only by the Optionee or by the Optionee's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged or hypothecated
by the Optionee during the Optionee's lifetime, whether by operation of law or
otherwise, or be made subject to execution, attachment or similar process.

     (i) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.

     (j) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.

     (k) Restrictions on Transfer of Shares. Any Shares issued upon exercise of
an Option shall be subject to such special forfeiture conditions, rights of
first refusal and other transfer restrictions as the Board of Directors may
determine. Such restrictions shall be set forth in the applicable Stock Option
Agreement and shall apply in addition to any restrictions that may apply to
holders of Shares generally.

SECTION 7.  PAYMENT FOR SHARES.

     (a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or cash equivalents at the time
when such Shares are purchased, except as otherwise provided in this Section 7.

     (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares shall be surrendered to the Company in good form for transfer and
shall be valued at their Fair Market Value on the date when the Option is
exercised. The Optionee shall not surrender, or attest to the ownership of,
Shares in payment of the Exercise Price if

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such action would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to the Option for financial
reporting purposes.

     (c) Services Rendered. At the discretion of the Board of Directors, Shares
may be awarded under the Plan in consideration of services rendered to the
Company, a Parent or a Subsidiary prior to the award. At the discretion of the
Board of Directors, Shares may also be awarded under the Plan in consideration
of services to be rendered to the Company, a Parent or a Subsidiary after the
award, except that the par value of such Shares, if newly issued, shall be paid
in cash or cash equivalents.

     (d) Promissory Note. To the extent that a Stock Option Agreement or Stock
Purchase Agreement so provides, all or a portion of the Exercise Price or
Purchase Price (as the case may be) of Shares issued under the Plan may be paid
with a full-recourse promissory note. However, the par value of the Shares shall
be paid in cash or cash equivalents. The Shares shall be pledged as security for
payment of the principal amount of the promissory note and interest thereon. The
interest rate payable under the terms of the promissory note shall not be less
than the minimum rate (if any) required to avoid the imputation of additional
interest under the Code. Subject to the foregoing, the Board of Directors (at
its sole discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note.

     (e) Exercise/Sale. To the extent that a Stock Option Agreement so provides,
and if Stock is publicly traded, payment may be made all or in part by the
delivery (on a form prescribed by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell Shares and to deliver all or
part of the sales proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

     (f) Exercise/Pledge. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part by
the delivery (on a form prescribed by the Company) of an irrevocable direction
to pledge Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.

SECTION 8.  ADJUSTMENT OF SHARES.

     (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of an extraordinary
dividend payable in a form other than Shares in an amount that has a material
effect on the Fair Market Value of the Stock, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option or (iii) the Exercise Price under each outstanding
Option.

     (b) Mergers and Consolidations. In the event that the Company is a party to
a merger or consolidation, outstanding Options shall be subject to the agreement
of merger or consolidation. Such agreement, without the Optionees' consent, may
provide for:

         (i) The continuation of such outstanding Options by the Company (if the
     Company is the surviving corporation);

         (ii) The assumption of the Plan and such outstanding Options by the
     surviving corporation or its parent;

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         (iii) The substitution by the surviving corporation or its parent of
     options with substantially the same terms for such outstanding Options; or

         (iv)  The cancellation of each outstanding Option after payment to the
     Optionee of an amount in cash or cash equivalents equal to (A) the Fair
     Market Value of the Shares subject to such Option at the time of the merger
     or consolidation minus (B) the Exercise Price of the Shares subject to such
     Option.

     (c) Reservation of Rights. Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 9.  SECURITIES LAW REQUIREMENTS.

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares comply with (or are exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange or other securities
market on which the Company's securities may then be traded.

SECTION 10. No Retention Rights.

     Nothing in the Plan or in any right or Option granted under the Plan shall
confer upon the Purchaser or Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining
the Purchaser or Optionee) or of the Purchaser or Optionee, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time
and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS.

     (a) Term of the Plan. The Plan, as set forth herein, shall become effective
on the date of its adoption by the Board of Directors, subject to the approval
of the Company's shareholders. In the event that the shareholders fail to
approve the Plan within 12 months after its adoption by the Board of Directors,
any grants of Options or sales or awards of Shares that have already occurred
shall be rescinded, and no additional grants, sales or awards shall be made
thereafter under the Plan.  The Plan shall terminate automatically 10 years
after its adoption by the Board of Directors and may be terminated on any
earlier date pursuant to Subsection (b) below.

     (b) Right to Amend or Terminate the Plan. The Board of Directors may amend,
suspend or terminate the Plan at any time and for any reason; provided, however,
that any amendment of the Plan which increases the number of Shares available
for issuance under the Plan (except as provided in Section 8), or which
materially changes the class of persons who are eligible for the grant of ISOs,
shall

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be subject to the approval of the Company's shareholders. Shareholder approval
shall not be required for any other amendment of the Plan.

     (c) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option previously
granted under the Plan.

SECTION 12. DEFINITIONS.

     (a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time.

     (b) "Cause" shall mean (i) the unauthorized use or disclosure of the
confidential information or trade secrets of the Company, which use or
disclosure causes material harm to the Company, (ii) indictment of, conviction
of, or a plea of "guilty" or "no contest" to, a felony under the laws of the
United States or any state thereof, (iii) gross negligence or (iv) continued
failure to perform assigned duties after receiving written notification from the
Board of Directors. The foregoing, however, shall not be deemed an exclusive
list of all acts or omissions that the Company (or a Parent or Subsidiary) may
consider as grounds for the discharge of an Optionee or Purchaser.

     (c) "Change in Control" shall mean:

         (i)  The consummation of a merger or consolidation of the Company with
     or into another entity or any other corporate reorganization, if more than
     50% of the combined voting power of the continuing or surviving entity's
     securities outstanding immediately after such merger, consolidation or
     other reorganization is owned by persons who were not shareholders of the
     Company immediately prior to such merger, consolidation or other
     reorganization; or

         (ii) The sale, transfer or other disposition of all or substantially
     all of the Company's assets.

         A transaction shall not constitute a Change in Control if its sole
purpose is to change the state of the Company's incorporation or to create a
holding company that will be owned in substantially the same proportions by the
persons who held the Company's securities immediately before such transaction.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e) "Committee" shall mean a committee of the Board of Directors, as
described in Section 2(a).

     (f) "Company" shall mean Universal Ice Blast, Inc., a Nevada corporation.

     (g) "Consultant" shall mean a person who performs bona fide services for
the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

     (h) "Employee" shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary.

     (i) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.

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     (j) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

     (k) "Involuntary Termination" shall mean the termination of the Optionee's
or Purchaser's Service by reason of:

         (i)  The involuntary discharge of the Optionee or Purchaser by the
     Company (or the Parent or Subsidiary employing him or her) for reasons
     other than Cause; or

         (ii) The voluntary resignation of the Optionee or Purchaser following
     (A) a change in his or her position with the Company (or the Parent or
     Subsidiary employing him or her) that materially reduces his or her level
     of authority or responsibility or (B) a reduction in his or her
     compensation (including base salary, fringe benefits and participation in
     bonus or incentive programs based on corporate performance) by more than
     10%.

     (l) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.

     (m) "Nonstatutory Option" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

     (n) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

     (o) "Optionee" shall mean an individual who holds an Option.

     (p) "Outside Director" shall mean a member of the Board of Directors who is
not an Employee.

     (q) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
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. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

     (r) "Plan" shall mean this Universal Ice Blast, Inc. 1999 Stock Plan.

     (s) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Board of Directors.

     (t) "Purchaser" shall mean an individual to whom the Board of Directors has
offered the right to acquire Shares under the Plan (other than upon exercise of
an Option).

     (u) "Service" shall mean service as an Employee, Outside Director or
Consultant.

     (v) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 8 (if applicable).

     (w) "Stock" shall mean the Common Stock of the Company.

     (x) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to the Optionee's Option.

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     (y) "Stock Purchase Agreement" shall mean the agreement between the Company
and a Purchaser who acquires Shares under the Plan which contains the terms,
conditions and restrictions pertaining to the acquisition of such Shares.

     (z) "Subsidiary" means any corporation (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. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

SECTION 13. EXECUTION.

     To record the adoption of the Plan by the Board of Directors, the Company
has caused its authorized officer to execute the same.

                                        UNIVERSAL ICE BLAST, INC.,
                                        a Nevada corporation


                                        By:__________________________

                                        Title:_______________________

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                           UNIVERSAL ICE BLAST, INC.
                                1999 STOCK PLAN
                         NOTICE OF STOCK OPTION GRANT

     You have been granted the following option to purchase Common Stock of
Universal Ice Blast, Inc. (the "Company"):

      Name of Optionee:                 ____________________________

      Total Number of Shares Granted:   ____________________________

      Type of Option:                   [_] Incentive Stock Option
                                        [_] Nonstatutory Stock Option

      Exercise Price Per Share:         $___________________________

      Date of Grant:                    ____________________________

      Date Exercisable:                 This option may be exercised with
                                        respect to the first __% of the Shares
                                        subject to this option when the Optionee
                                        completes __ months of continuous
                                        Service after the Vesting Commencement
                                        Date. This option may be exercised with
                                        respect to an additional __% of the
                                        Shares subject to this option when the
                                        Optionee completes each month of
                                        continuous Service thereafter.

      Vesting Commencement Date:        ____________________________

      Expiration Date:                  ____________________________

By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the 1999 Stock Plan and the Stock Option Agreement, both
of which are attached to and made a part of this document.

OPTIONEE:                               UNIVERSAL ICE BLAST, INC.:



_______________________                 By: ________________________

_______________________                 Title: _____________________
Print Name

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THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.

                           UNIVERSAL ICE BLAST, INC.
                                1999 STOCK PLAN
                            STOCK OPTION AGREEMENT

SECTION 1.  GRANT OF OPTION.

     (a) Option. On the terms and conditions set forth in the Notice of Stock
Option Grant and this Agreement, the Company grants to the Optionee on the Date
of Grant the option to purchase at the Exercise Price the number of Shares set
forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at
least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair
Market Value if Section 3(b) of the Plan applies). This option is intended to be
an ISO or a Nonstatutory Option, as provided in the Notice of Stock Option
Grant.

     (b) Stock Plan and Defined Terms. This option is granted pursuant to the
Plan, a copy of which the Optionee acknowledges having received. The provisions
of the Plan are incorporated into this Agreement by this reference. Capitalized
terms are defined in Section 13 of this Agreement, unless otherwise defined in
Section 12 of the Plan.

SECTION 2.  RIGHT TO EXERCISE.

     (a) Exercisability. Subject to Subsections (b) and (c) below and the other
conditions set forth in this Agreement, all or part of this option may be
exercised prior to its expiration at the time or times set forth in the Notice
of Stock Option Grant.

     (b) $100,000 Limitation. If this option is designated as an ISO in the
Notice of Stock Option Grant, then the Optionee's right to exercise this option
shall be deferred to the extent (and only to the extent) that this option
otherwise would not be treated as an ISO by reason of the $100,000 annual
limitation under Section 422(d) of the Code, except that the Optionee's right to
exercise this option shall no longer be deferred if (i) the Company is subject
to a Change in Control before the Optionee's Service terminates, (ii) this
option does not remain outstanding, (iii) this option is not assumed by the
surviving corporation or its parent and (iv) the surviving corporation or its
parent does not substitute an option with substantially the same terms for this
option.

     (c) Shareholder Approval. Any other provision of this Agreement
notwithstanding, no portion of this option shall be exercisable at any time
prior to the approval of the Plan by the Company's shareholders.

SECTION 3.  NO TRANSFER OR ASSIGNMENT OF OPTION.

     Except as otherwise provided in this Agreement, this option and the rights
and privileges conferred hereby shall not be sold, pledged or otherwise
transferred (whether by operation of law or otherwise) and shall not be subject
to sale under execution, attachment, levy or similar process.

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                                       11
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SECTION 4.  EXERCISE PROCEDURES.

     (a) Notice of Exercise. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Company pursuant to Section
13(c). The notice shall specify the election to exercise this option, the number
of Shares for which it is being exercised and the form of payment. The notice
shall be signed by the person exercising this option. In the event that this
option is being exercised by the representative of the Optionee, the notice
shall be accompanied by proof (satisfactory to the Company) of the
representative's right to exercise this option. The Optionee or the Optionee's
representative shall deliver to the Company, at the time of giving the notice,
payment in a form permissible under Section 5 for the full amount of the
Purchase Price.

     (b) Issuance of Shares. After receiving a proper notice of exercise, the
Company shall cause to be issued a certificate or certificates for the Shares as
to which this option has been exercised, registered in the name of the person
exercising this option (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship). The Company
shall cause such certificate or certificates to be deposited in escrow or
delivered to or upon the order of the person exercising this option.

     (c) Withholding Taxes. In the event that the Company determines that it is
required to withhold any tax as a result of the exercise of this option, the
Optionee, as a condition to the exercise of this option, shall make arrangements
satisfactory to the Company to enable it to satisfy all withholding
requirements. The Optionee shall also make arrangements satisfactory to the
Company to enable it to satisfy any withholding requirements that may arise in
connection with the vesting or disposition of Shares purchased by exercising
this option.

SECTION 5.  PAYMENT FOR STOCK.

     (a) Cash. All or part of the Purchase Price may be paid in cash or cash
equivalents.

     (b) Surrender of Stock. All or any part of the Purchase Price may be paid
by surrendering, or attesting to the ownership of, Shares that are already owned
by the Optionee. Such Shares shall be surrendered to the Company in good form
for transfer and shall be valued at their Fair Market Value on the date when
this option is exercised. The Optionee shall not surrender, or attest to the
ownership of, Shares in payment of the Purchase Price if such action would cause
the Company to recognize compensation expense (or additional compensation
expense) with respect to this option for financial reporting purposes.

     (c) Exercise/Sale. If Stock is publicly traded, all or part of the Purchase
Price and any withholding taxes may be paid by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company.

     (d) Exercise/Pledge. If Stock is publicly traded, all or part of the
Purchase Price and any withholding taxes may be paid by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge Shares to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company.

     (e) Promissory Note. With the consent of the Board of Directors, all or
part of the Purchase Price may be paid with a full-recourse promissory note.
However, the par value of the Shares shall be paid in cash or cash equivalents.
The Shares shall be pledged as security for payment of the principal amount of
the promissory note and interest thereon. The interest rate payable under the
terms of the

Stock Option Agreement
                                       12
<PAGE>

promissory note shall not be less than the minimum rate (if any) required to
avoid the imputation of additional interest under the Code. Subject to the
foregoing, the Board of Directors (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.

SECTION 6.  TERM AND EXPIRATION.

     (a) Basic Term. This option shall in any event expire on the expiration
date set forth in the Notice of Stock Option Grant, which date is 10 years after
the Date of Grant (five years after the Date of Grant if this option is
designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the
                                                         ---
Plan applies).

     (b) Termination of Service (Except by Death). If the Optionee's Service
terminates for any reason other than death, then this option shall expire on the
earliest of the following occasions:

         (i)    The expiration date determined pursuant to Subsection (a) above;

         (ii)   The date 90 days after the termination of the Optionee's Service
     for any reason other than Cause, retirement or Disability;

         (iii)  The date of the termination of the Optionee's Service for Cause;
     or

         (iv)   The date 12 months after the termination of the Optionee's
     Service by reason of retirement or Disability.

     The Optionee may exercise all or part of this option at any time before its
expiration under the preceding sentence, but only to the extent that this option
had become exercisable before the Optionee's Service terminated. When the
Optionee's Service terminates, this option shall expire immediately with respect
to the number of Shares for which this option is not yet exercisable and with
respect to any Restricted Shares. In the event that the Optionee dies after
termination of Service but before the expiration of this option, all or part of
this option may be exercised (prior to expiration) by the executors or
administrators of the Optionee's estate or by any person who has acquired this
option directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that this option had become exercisable
before the Optionee's Service terminated.

     (c) Death of the Optionee. If the Optionee dies while in Service, then this
option shall expire on the earlier of the following dates:

         (i)    The expiration date determined pursuant to Subsection (a) above;
     or

         (ii)   The date 12 months after the Optionee's death.

     All or part of this option may be exercised at any time before its
expiration under the preceding sentence by the executors or administrators of
the Optionee's estate or by any person who has acquired this option directly
from the Optionee by beneficiary designation, bequest or inheritance, but only
to the extent that this option had become exercisable before the Optionee's
death. When the Optionee dies, this option shall expire immediately with respect
to the number of Shares for which this option is not yet exercisable and with
respect to any Restricted Shares.

     (d) Leaves of Absence. For any purpose under this Agreement, Service shall
be deemed to continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company in writing and if continued crediting of
Service for such purpose is expressly required by the terms of such leave or by
applicable law (as determined by the Company).

Stock Option Agreement

                                       13
<PAGE>

     (e) Notice Concerning ISO Treatment. If this option is designated as an ISO
in the Notice of Stock Option Grant, it ceases to qualify for favorable tax
treatment as an ISO to the extent it is exercised (i) more than three months
after the date the Optionee ceases to be an Employee for any reason other than
death or permanent and total disability (as defined in Section 22(e)(3) of the
Code), (ii) more than 12 months after the date the Optionee ceases to be an
Employee by reason of such permanent and total disability or (iii) after the
Optionee has been on a leave of absence for more than 90 days, unless the
Optionee's reemployment rights are guaranteed by statute or by contract.

SECTION 7.  RIGHT OF FIRST REFUSAL.

     (a) Right of First Refusal. In the event that the Optionee proposes to
sell, pledge or otherwise transfer to a third party any Shares acquired under
this Agreement, or any interest in such Shares, the Company shall have the Right
of First Refusal with respect to all (and not less than all) of such Shares. If
the Optionee desires to transfer Shares acquired under this Agreement, the
Optionee shall give a written Transfer Notice to the Company describing fully
the proposed transfer, including the number of Shares proposed to be
transferred, the proposed transfer price, the name and address of the proposed
Transferee and proof satisfactory to the Company that the proposed sale or
transfer will not violate any applicable federal or state securities laws. The
Transfer Notice shall be signed both by the Optionee and by the proposed
Transferee and must constitute a binding commitment of both parties to the
transfer of the Shares. The Company shall have the right to purchase all, and
not less than all, of the Shares on the terms of the proposal described in the
Transfer Notice (subject, however, to any change in such terms permitted under
Subsection (b) below) by delivery of a notice of exercise of the Right of First
Refusal within 30 days after the date when the Transfer Notice was received by
the Company. The Company's rights under this Subsection (a) shall be freely
assignable, in whole or in part.

     (b) Transfer of Shares. If the Company fails to exercise its Right of First
Refusal within 15 days after the date when it received the Transfer Notice, the
Optionee may, not later than 90 days following receipt of the Transfer Notice by
the Company, conclude a transfer of the Shares subject to the Transfer Notice on
the terms and conditions described in the Transfer Notice, provided that any
such sale is made in compliance with applicable federal and state securities
laws and not in violation of any other contractual restrictions to which the
Optionee is bound. Any proposed transfer on terms and conditions different from
those described in the Transfer Notice, as well as any subsequent proposed
transfer by the Optionee, shall again be subject to the Right of First Refusal
and shall require compliance with the procedure described in Subsection (a)
above. If the Company exercises its Right of First Refusal, the parties shall
consummate the sale of the Shares on the terms set forth in the Transfer Notice
within 30 days after the date when the Company received the Transfer Notice (or
within such longer period as may have been specified in the Transfer Notice);
provided, however, that in the event the Transfer Notice provided that payment
for the Shares was to be made in a form other than cash or cash equivalents paid
at the time of transfer, the Company shall have the option of paying for the
Shares with cash or cash equivalents equal to the present value of the
consideration described in the Transfer Notice.

     (c) Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Shares subject to this Section 7 or into which
such Shares thereby become convertible shall immediately be subject to this
Section 7. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or

Stock Option Agreement
                                       14
<PAGE>

class of the Shares subject to this Section 7.

     (d) Termination of Right of First Refusal. Any other provision of this
Section 7 notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Optionee desires to transfer Shares, the
Company shall have no Right of First Refusal, and the Optionee shall have no
obligation to comply with the procedures prescribed by Subsections (a) and (b)
above.

     (e) Permitted Transfers. This Section 7 shall not apply to (i) a transfer
by beneficiary designation, will or intestate succession or (ii) a transfer to
the Optionee's spouse, children or to a trust established by the Optionee for
the benefit of the Optionee or the Optionee's spouse, children or grandchildren,
provided in either case that the Transferee agrees in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Optionee transfers any Shares acquired under this Agreement, either under
this Subsection (e) or after the Company has failed to exercise the Right of
First Refusal, then this Section 7 shall apply to the Transferee to the same
extent as to the Optionee.

SECTION 8.  LEGALITY OF INITIAL ISSUANCE.

     No Shares shall be issued upon the exercise of this option unless and until
the Company has determined that:

     (a) It and the Optionee have taken any actions required to register the
Shares under the Securities Act or to perfect an exemption from the registration
requirements thereof;

     (b) Any applicable listing requirement of any stock exchange or other
securities market on which Stock is listed has been satisfied; and

     (c) Any other applicable provision of state or federal law has been
satisfied.

SECTION 9.  NO REGISTRATION RIGHTS.

     The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.

SECTION 10. RESTRICTIONS ON TRANSFER.

     (a) Securities Law Restrictions. Regardless of whether the offering and
sale of Shares under the Plan have been registered under the Securities Act or
have been registered or qualified under the securities laws of any state, the
Company at its discretion may impose restrictions upon the sale, pledge or other
transfer of such Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law.

     (b) Market Stand-Off. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Company's initial public
offering, the Optionee shall not directly or indirectly sell, make any short
sale of, loan, hypothecate, pledge, offer, grant or sell any option or other
contract for the purchase of, purchase any option or other contract for the sale
of, or otherwise dispose of or transfer, or

Stock Option Agreement
                                       15
<PAGE>

agree to engage in any of the foregoing transactions with respect to, any Shares
acquired under this Agreement without the prior written consent of the Company
or its underwriters. Such restriction (the "Market Stand-Off") shall be in
effect for such period of time following the date of the final prospectus for
the offering as may be requested by the Company or such underwriters. In no
event, however, shall such period exceed 180 days. The Market Stand-Off shall in
any event terminate two years after the date of the Company's initial public
offering. In the event of the declaration of a stock dividend, a spin-off, a
stock split, an adjustment in conversion ratio, a recapitalization or a similar
transaction affecting the Company's outstanding securities without receipt of
consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall
immediately be subject to the Market Stand-Off. In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions with respect to the
Shares acquired under this Agreement until the end of the applicable stand-off
period. The Company's underwriters shall be beneficiaries of the agreement set
forth in this Subsection (b). This Subsection (b) shall not apply to Shares
registered in the public offering under the Securities Act, and the Optionee
shall be subject to this Subsection (b) only if the directors and officers of
the Company are subject to similar arrangements.

     (c)  Investment Intent at Grant. The Optionee represents and agrees that
the Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.

     (d)  Investment Intent at Exercise. In the event that the sale of Shares
under the Plan is not registered under the Securities Act but an exemption is
available which requires an investment representation or other representation,
the Optionee shall represent and agree at the time of exercise that the Shares
being acquired upon exercising this option are being acquired for investment,
and not with a view to the sale or distribution thereof, and shall make such
other representations as are deemed necessary or appropriate by the Company and
its counsel.

     (e)  Legends. All certificates evidencing Shares purchased under this
Agreement shall bear the following legend:

     "The shares represented hereby may not be sold, assigned, transferred,
     encumbered or in any manner disposed of, except in compliance with the
     terms of a written agreement between the company and the registered holder
     of the shares (or the predecessor in interest to the shares). Such
     agreement grants to the company certain rights of first refusal upon an
     attempted transfer of the shares.  The secretary of the company will upon
     written request furnish a copy of such agreement to the holder hereof
     without charge."

All certificates evidencing Shares purchased under this Agreement in an
unregistered transaction shall bear the following legend (and such other
restrictive legends as are required or deemed advisable under the provisions of
any applicable law):

     "The securities evidenced hereby have not been registered under the
     Securities Act of 1933, as amended (the "Act"), and may not be transferred
     except pursuant to an effective registration under the Act or in a
     transaction which, in the opinion of counsel reasonably satisfactory to the
     company, qualifies as an exempt transaction under the act and the rules and
     regulations promulgated thereunder."

     (f)  Removal of Legends. If, in the opinion of the Company and its counsel,
any legend placed on a stock certificate representing Shares sold under this
Agreement is no longer required, the holder of

Stock Option Agreement

                                       16
<PAGE>

such certificate shall be entitled to exchange such certificate for a
certificate representing the same number of Shares but without such legend.

     (g)  Administration. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 10 shall be
conclusive and binding on the Optionee and all other persons.

SECTION 11.  ADJUSTMENT OF SHARES.

     In the event of any transaction described in Section 8(a) of the Plan, the
terms of this option (including, without limitation, the number and kind of
Shares subject to this option and the Exercise Price) shall be adjusted as set
forth in Section 8(a) of the Plan. In the event that the Company is a party to a
merger or consolidation, this option shall be subject to the agreement of merger
or consolidation, as provided in Section 8(b) of the Plan.

SECTION 12.  MISCELLANEOUS PROVISIONS.

     (a)  Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by filing a notice of exercise and
paying the Purchase Price pursuant to Sections 4 and 5.

     (b)  No Retention Rights. Nothing in this option or in the Plan shall
confer upon the Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Parent or Subsidiary employing or retaining the Optionee)
or of the Optionee, which rights are hereby expressly reserved by each, to
terminate his or her Service at any time and for any reason, with or without
cause.

     (c)  Notice. Any notice required by the terms of this Agreement shall be
given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Optionee at the address that he or she
most recently provided to the Company.

     (d)  Entire Agreement. The Notice of Stock Option Grant, this Agreement and
the Plan constitute the entire contract between the parties hereto with regard
to the subject matter hereof. They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.

     (e)  Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Washington, as such laws are applied
to contracts entered into and performed in such State.

SECTION 13.  DEFINITIONS.

     In addition to the definitions set forth in the Plan, the following terms
shall have the meanings ascribed herein (in the event a conflict exists, the
meaning set forth in this Agreement shall prevail):

     (a)  "Agreement" shall mean this Stock Option Agreement.

Stock Option Agreement

                                       17
<PAGE>

     (b)  "Date of Grant" shall mean the date specified in the Notice of Stock
Option Grant, which date shall be the later of (i) the date on which the Board
of Directors resolved to grant this option or (ii) the first day of the
Optionee's Service.

     (c)  "Disability" shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or which has lasted,
or can be expected to last, for a continuous period of not less than 12 months.

     (d)  "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of this option, as specified in the Notice of Stock
Option Grant.

     (e)  "Notice of Stock Option Grant" shall mean the document so entitled to
which this Agreement is attached.

     (f)  "Optionee" shall mean the individual named in the Notice of Stock
Option Grant.

     (g)  "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this option is being exercised.

     (h)  "Right of First Refusal" shall mean the Company's right of first
refusal described in Section 7.

     (i)  "Securities Act" shall mean the Securities Act of 1933, as amended.

     (j)  "Transferee" shall mean any person to whom the Optionee has directly
or indirectly transferred any Share acquired under this Agreement.

     (k)  "Transfer Notice" shall mean the notice of a proposed transfer of
Shares described in Section 8.

Stock Option Agreement

                                       18
<PAGE>

                           UNIVERSAL ICE BLAST, INC.
                                1999 STOCK PLAN
                      SUMMARY OF STOCK PURCHASE AGREEMENT


     By your signature and the signature of the Company's representative below,
you and the Company agree that you are purchasing shares subject to the terms
and conditions of the 1999 Stock Plan and the Stock Purchase Agreement, both of
which are attached to and made a part of this document.


Name of Purchaser:                          ___________________________________

Total Number of Purchased Shares:           ___________________________________

Purchase Price Per Share:                   $__________________________________

Date of Purchase:                           ___________________________________

Vesting Commencement Date:                  ___________________________________

Vesting Schedule:                           The Right of Repurchase shall lapse
                                            with respect to the first __% of the
                                            Purchased Shares when the Purchaser
                                            completes __ months of continuous
                                            Service after the Vesting
                                            Commencement Date. The Right of
                                            Repurchase shall lapse with respect
                                            to an additional __% of the
                                            Purchased Shares when the Purchaser
                                            completes each month of continuous
                                            Service thereafter.


PURCHASER:                                  UNIVERSAL ICE BLAST, INC.:

__________________________________          By:________________________________

Print Name:_______________________          Title:_____________________________

Stock Purchase Agreement

                                       19
<PAGE>

                           UNIVERSAL ICE BLAST, INC.
                                1999 STOCK PLAN
                           STOCK PURCHASE AGREEMENT

SECTION 1.  ACQUISITION OF SHARES.

     (a)  Transfer. On the terms and conditions set forth in the Summary of
Stock Purchase and this Agreement, the Company agrees to transfer to the
Purchaser the number of Shares set forth in the Summary of Stock Purchase. The
transfer shall occur at the offices of the Company on the date of purchase set
forth in the Summary of Stock Purchase or at such other place and time as the
parties may agree.

     (b)  Consideration. The Purchaser agrees to pay the Purchase Price set
forth in the Summary of Stock Purchase for each Purchased Share. The Purchase
Price is agreed to be at least 100% of the Fair Market Value of the Purchased
Shares. Payment shall be made on the transfer date in cash or cash equivalents.

     (c)  Stock Plan and Defined Terms. The transfer of the Purchased Shares is
subject to the Plan, a copy of which the Purchaser acknowledges having received.
The provisions of the Plan are incorporated into this Agreement by this
reference. Capitalized terms not otherwise defined in the Plan are defined in
Section 12 of this Agreement (in the event a conflict exists, the meaning set
forth in this Agreement shall prevail).

SECTION 2.  RIGHT OF REPURCHASE.

     (a)  Scope of Repurchase Right. All Purchased Shares initially shall be
Restricted Shares and shall be subject to a right (but not an obligation) of
repurchase by the Company. The Purchaser shall not transfer, assign, encumber or
otherwise dispose of any Restricted Shares, except as provided in the following
sentence. The Purchaser may transfer Restricted Shares (i) by beneficiary
designation, will or intestate succession or (ii) to the Purchaser's spouse,
children or grandchildren or to a trust established by the Purchaser for the
benefit of the Purchaser or the Purchaser's spouse, children or grandchildren,
provided in either case that the Transferee agrees in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If
the Purchaser transfers any Restricted Shares, then this Section 2 shall apply
to the Transferee to the same extent as to the Purchaser.

     (b)  Condition Precedent to Exercise. The Right of Repurchase shall be
exercisable only during the 60-day period next following the date when the
Purchaser's Service terminates for any reason, with or without cause, including
(without limitation) death or disability.

     (c)  Lapse of Repurchase Right. The Right of Repurchase shall lapse with
respect to the Purchased Shares in accordance with the vesting schedule set
forth in the Summary of Stock Purchase. In addition, the Right of Repurchase
shall lapse and all of the remaining Restricted Shares shall become vested if:

          (i)  The Company is subject to a Change in Control before the
     Purchaser's Service terminates; and

          (ii) Either (A) the Right of Repurchase is not assigned to the entity
     that employs the Purchaser immediately after the Change in Control or to
     its parent or subsidiary or (B) the

Stock Purchase Agreement

                                       20
<PAGE>

     Purchaser is subject to an Involuntary Termination within 12 months
     following such Change in Control.

     Notwithstanding the above, if the Company and the other party to the
transaction constituting a Change in Control agree that such transaction is to
be treated as a "pooling of interests" for financial reporting purposes, and if
such transaction in fact is so treated, then the acceleration of vesting shall
not occur to the extent that the Company's independent public accountants and
such other party's independent public accountants separately determine in good
faith that such acceleration would preclude the use of "pooling of interests"
accounting.

     (d)  Repurchase Cost. If the Company exercises the Right of Repurchase, it
shall pay the Purchaser an amount equal to the Purchase Price for each of the
Restricted Shares being repurchased.

     (e)  Exercise of Repurchase Right. The Right of Repurchase shall be
exercisable only by written notice delivered to the Purchaser prior to the
expiration of the 60-day period specified in Subsection (b) above. The notice
shall set forth the date on which the repurchase is to be effected. Such date
shall not be more than 30 days after the date of the notice. The certificate(s)
representing the Restricted Shares to be repurchased shall, prior to the close
of business on the date specified for the repurchase, be delivered to the
Company properly endorsed for transfer. The Company shall, concurrently with the
receipt of such certificate(s), pay to the Purchaser the purchase price
determined according to Subsection (d) above. Payment shall be made in cash or
cash equivalents or by canceling indebtedness to the Company incurred by the
Purchaser in the purchase of the Restricted Shares. The Right of Repurchase
shall terminate with respect to any Restricted Shares for which it has not been
timely exercised pursuant to this Subsection (e).

     (f)  Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Restricted Shares or into which such Restricted
Shares thereby become convertible shall immediately be subject to the Right of
Repurchase. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number and/or class of the
Restricted Shares. Appropriate adjustments shall also, after each such
transaction, be made to the price per share to be paid upon the exercise of the
Right of Repurchase in order to reflect any change in the Company's outstanding
securities effected without receipt of consideration therefor; provided,
however, that the aggregate purchase price payable for the Restricted Shares
shall remain the same.

     (g)  Termination of Rights as Stockholder. If the Company makes available,
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Restricted Shares to be repurchased in accordance with
this Section 2, then after such time the person from whom such Restricted Shares
are to be repurchased shall no longer have any rights as a holder of such
Restricted Shares (other than the right to receive payment of such consideration
in accordance with this Agreement). Such Restricted Shares shall be deemed to
have been repurchased in accordance with the applicable provisions hereof,
whether or not the certificate(s) therefor have been delivered as required by
this Agreement.

     (h)  Escrow. Upon issuance, the certificates for Restricted Shares shall be
deposited in escrow with the Company to be held in accordance with the
provisions of this Agreement. Any new, substituted or additional securities or
other property described in Subsection (f) above shall immediately be delivered
to the Company to be held in escrow, but only to the extent the Purchased Shares
are at the

Stock Purchase Agreement

                                       21
<PAGE>

time Restricted Shares. All regular cash dividends on Restricted Shares (or
other securities at the time held in escrow) shall be paid directly to the
Purchaser and shall not be held in escrow. Restricted Shares, together with any
other assets or securities held in escrow hereunder, shall be (i) surrendered to
the Company for repurchase and cancellation upon the Company's exercise of its
Right of Repurchase or Right of First Refusal or (ii) released to the Purchaser
upon the Purchaser's request to the extent the Purchased Shares are no longer
Restricted Shares (but not more frequently than once every six months). In any
event, all Purchased Shares which have vested (and any other vested assets and
securities attributable thereto) shall be released within 60 days after the
earlier of (i) the Purchaser's cessation of Service or (ii) the lapse of the
Right of First Refusal.

SECTION 3.  RIGHT OF FIRST REFUSAL.

     (a)  Right of First Refusal. In the event that the Purchaser proposes to
sell, pledge or otherwise transfer to a third party any Purchased Shares, or any
interest in such Purchased Shares, the Company shall have the Right of First
Refusal with respect to all (and not less than all) of such Purchased Shares. If
the Purchaser desires to transfer Purchased Shares, the Purchaser shall give a
written Transfer Notice to the Company describing fully the proposed transfer,
including the number of Purchased Shares proposed to be transferred, the
proposed transfer price, the name and address of the proposed Transferee and
proof satisfactory to the Company that the proposed sale or transfer will not
violate any applicable federal or state securities laws. The Transfer Notice
shall be signed both by the Purchaser and by the proposed Transferee and must
constitute a binding commitment of both parties to the transfer of the Purchased
Shares. The Company shall have the right to purchase all, and not less than all,
of the Purchased Shares on the terms of the proposal described in the Transfer
Notice (subject, however, to any change in such terms permitted under Subsection
(b) below) by delivery of a notice of exercise of the Right of First Refusal
within 30 days after the date when the Transfer Notice was received by the
Company. The Company's rights under this Subsection (a) shall be freely
assignable, in whole or in part.

     (b)  Transfer of Shares. If the Company fails to exercise its Right of
First Refusal within 30 days after the date when it received the Transfer
Notice, the Purchaser may, not later than 90 days following receipt of the
Transfer Notice by the Company, conclude a transfer of the Purchased Shares
subject to the Transfer Notice on the terms and conditions described in the
Transfer Notice, provided that any such sale is made in compliance with
applicable federal and state securities laws and not in violation of any other
contractual restrictions to which the Purchaser is bound. Any proposed transfer
on terms and conditions different from those described in the Transfer Notice,
as well as any subsequent proposed transfer by the Purchaser, shall again be
subject to the Right of First Refusal and shall require compliance with the
procedure described in Subsection (a) above. If the Company exercises its Right
of First Refusal, the parties shall consummate the sale of the Purchased Shares
on the terms set forth in the Transfer Notice within 60 days after the date when
the Company received the Transfer Notice (or within such longer period as may
have been specified in the Transfer Notice); provided, however, that in the
event the Transfer Notice provided that payment for the Purchased Shares was to
be made in a form other than cash or cash equivalents paid at the time of
transfer, the Company shall have the option of paying for the Purchased Shares
with cash or cash equivalents equal to the present value of the consideration
described in the Transfer Notice.

     (c)  Additional Shares or Substituted Securities. In the event of the
declaration of a stock dividend, the declaration of an extraordinary dividend
payable in a form other than stock, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company's outstanding securities without receipt of consideration, any new,
substituted or additional securities or other property (including money paid
other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Purchased Shares subject to this Section 3 or

Stock Purchase Agreement

                                       22
<PAGE>

into which such Purchased Shares thereby become convertible shall immediately be
subject to this Section 3. Appropriate adjustments to reflect the distribution
of such securities or property shall be made to the number and/or class of
Purchased Shares subject to this Section 3.

     (d)  Termination of Right of First Refusal. Any other provision of this
Section 3 notwithstanding, in the event that the Stock is readily tradable on an
established securities market when the Purchaser desires to transfer Purchased
Shares, the Company shall have no Right of First Refusal, and the Purchaser
shall have no obligation to comply with the procedures prescribed by Subsections
(a) and (b) above.

     (e)  Permitted Transfers. This Section 3 shall not apply to (i) a transfer
by beneficiary designation, will or intestate succession or (ii) a transfer to
the Purchaser's spouse, children or grandchildren or to a trust established by
the Purchaser for the benefit of the Purchaser or the Purchaser's spouse,
children or grandchildren, provided in either case that the Transferee agrees in
writing on a form prescribed by the Company to be bound by all provisions of
this Agreement. If the Purchaser transfers any Purchased Shares, either under
this Subsection (e) or after the Company has failed to exercise the Right of
First Refusal, then this Section 3 shall apply to the Transferee to the same
extent as to the Purchaser.

     (f)  Termination of Rights as Stockholder. If the Company makes available,
at the time and place and in the amount and form provided in this Agreement, the
consideration for the Purchased Shares to be purchased in accordance with this
Section 3, then after such time the person from whom such Purchased Shares are
to be purchased shall no longer have any rights as a holder of such Purchased
Shares (other than the right to receive payment of such consideration in
accordance with this Agreement). Such Purchased Shares shall be deemed to have
been purchased in accordance with the applicable provisions hereof, whether or
not the certificate(s) therefor have been delivered as required by this
Agreement.

SECTION 4.  OTHER RESTRICTIONS ON TRANSFER.

     (a)  Purchaser Representations. In connection with the issuance and
acquisition of Shares under this Agreement, the Purchaser hereby represents and
warrants to the Company as follows:

          (i)   The Purchaser is acquiring and will hold the Purchased Shares
     for investment for his or her account only and not with a view to, or for
     resale in connection with, any "distribution" thereof within the meaning of
     the Securities Act.

          (ii)  The Purchaser understands that the Purchased Shares have not
     been registered under the Securities Act by reason of a specific exemption
     therefrom and that the Purchased Shares must be held indefinitely, unless
     they are subsequently registered under the Securities Act or the Purchaser
     obtains an opinion of counsel, in form and substance satisfactory to the
     Company and its counsel, that such registration is not required. The
     Purchaser further acknowledges and understands that the Company is under no
     obligation to register the Purchased Shares.

          (iii) The Purchaser is aware of the adoption of Rule 144 by the
     Securities and Exchange Commission under the Securities Act, which permits
     limited public resales of securities acquired in a non-public offering,
     subject to the satisfaction of certain conditions, including (without
     limitation) the availability of certain current public information about
     the issuer, the resale occurring only after the holding period required by
     Rule 144 has been satisfied, the sale occurring through an unsolicited
     "broker's transaction," and the amount of securities being sold during any
     three-month period not exceeding specified limitations. The Purchaser
     acknowledges

Stock Purchase Agreement

                                       23
<PAGE>

     and understands that the conditions for resale set forth in Rule 144 have
     not been satisfied and that the Company has no plans to satisfy these
     conditions in the foreseeable future.

        (iv)   The Purchaser will not sell, transfer or otherwise dispose of the
     Purchased Shares in violation of the Securities Act, the Securities
     Exchange Act of 1934, or the rules promulgated thereunder, including Rule
     144 under the Securities Act. The Purchaser agrees that he or she will not
     dispose of the Purchased Shares unless and until he or she has complied
     with all requirements of this Agreement applicable to the disposition of
     Purchased Shares and he or she has provided the Company with written
     assurances, in substance and form satisfactory to the Company, that the
     proposed disposition does not require registration of the Purchased Shares
     under the Securities Act or all appropriate action necessary for compliance
     with the registration requirements of the Securities Act or with any
     exemption from registration available under the Securities Act (including
     Rule 144) has been taken.

          (v)  The Purchaser has been furnished with, and has had access to,
     such information as he or she considers necessary or appropriate for
     deciding whether to invest in the Purchased Shares, and the Purchaser has
     had an opportunity to ask questions and receive answers from the Company
     regarding the terms and conditions of the issuance of the Purchased Shares.

          (vi) The Purchaser is aware that his or her investment in the Company
     is a speculative investment which has limited liquidity and is subject to
     the risk of complete loss. The Purchaser is able, without impairing his or
     her financial condition, to hold the Purchased Shares for an indefinite
     period and to suffer a complete loss of his or her investment in the
     Purchased Shares.

     (b)  Securities Law Restrictions. Regardless of whether the offering and
sale of Shares under the Plan have been registered under the Securities Act or
have been registered or qualified under the securities laws of any state, the
Company at its discretion may impose restrictions upon the sale, pledge or other
transfer of the Purchased Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in
the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the Securities Act, the securities laws of any
state or any other law.

     (c)  Market Stand-Off. In connection with any underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Company's initial public
offering, the Purchaser shall not directly or indirectly sell, make any short
sale of, loan, hypothecate, pledge, offer, grant or sell any option or other
contract for the purchase of, purchase any option or other contract for the sale
of, or otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any Purchased Shares without the prior
written consent of the Company or its underwriters. Such restriction (the
"Market Stand-Off") shall be in effect for such period of time following the
date of the final prospectus for the offering as may be requested by the Company
or such underwriters. In no event, however, shall such period exceed 180 days.
The Market Stand-Off shall in any event terminate two years after the date of
the Company's initial public offering. In the event of the declaration of a
stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company's outstanding
securities without receipt of consideration, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to
any Shares subject to the Market Stand-Off, or into which such Shares thereby
become convertible, shall immediately be subject to the Market Stand-Off. In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to the Purchased Shares until the end of the
applicable stand-off period. The Company's underwriters shall be beneficiaries
of the agreement set forth in this Subsection (c). This Subsection (c) shall not
apply to Shares registered in the public offering under the Securities Act, and
the Purchaser shall be subject to

Stock Purchase Agreement

                                       24
<PAGE>

this Subsection (c) only if the directors and officers of the Company are
subject to similar arrangements.

     (d)  Rights of the Company. The Company shall not be required to (i)
transfer on its books any Purchased Shares that have been sold or transferred in
contravention of this Agreement or (ii) treat as the owner of Purchased Shares,
or otherwise to accord voting, dividend or liquidation rights to, any transferee
to whom Purchased Shares have been transferred in contravention of this
Agreement.

SECTION 5.  SUCCESSORS AND ASSIGNS.

     Except as otherwise expressly provided to the contrary, the provisions of
this Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and be binding upon the Purchaser and the
Purchaser's legal representatives, heirs, legatees, distributees, assigns and
transferees by operation of law, whether or not any such person has become a
party to this Agreement or has agreed in writing to join herein and to be bound
by the terms, conditions and restrictions hereof.

SECTION 6.  NO RETENTION RIGHTS.

     Nothing in this Agreement or in the Plan shall confer upon the Purchaser
any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company (or
any Parent or Subsidiary employing or retaining the Purchaser) or of the
Purchaser, which rights are hereby expressly reserved by each, to terminate his
or her Service at any time and for any reason, with or without cause.

SECTION 7.  TAX ELECTION.

     The acquisition of the Purchased Shares may result in adverse tax
consequences that may be avoided or mitigated by filing an election under Code
Section 83(b). Such election may be filed only within 30 days after the date of
purchase set forth in the Summary of Stock Purchase. The form for making the
Code Section 83(b) election is attached to this Agreement as an Exhibit. The
Purchaser should consult with his or her tax advisor to determine the tax
consequences of acquiring the Purchased Shares and the advantages and
disadvantages of filing the Code Section 83(b) election. The Purchaser
acknowledges that it is his or her sole responsibility, and not the Company's,
to file a timely election under Code Section 83(b), even if the Purchaser
requests the Company or its representatives to make this filing on his or her
behalf.

SECTION 8.  LEGENDS.

     All certificates evidencing Purchased Shares shall bear the following
     legends:

     "The shares represented hereby may not be sold, assigned, transferred,
     encumbered or in any manner disposed of, except in compliance with the
     terms of a written agreement between the company and the registered holder
     of the shares (or the predecessor in interest to the shares). Such
     agreement grants to the company certain rights of first refusal upon an
     attempted transfer of the shares and certain repurchase rights upon
     termination of service with the company. The secretary of the company will
     upon written request furnish a copy of such agreement to the holder hereof
     without charge."

     "The securities evidenced hereby have not been registered under the
     Securities Act of 1933, as amended (the "Act"), and may not be transferred
     except pursuant to an effective registration under the Act or in a
     transaction which, in the opinion of counsel reasonably satisfactory to the

Stock Purchase Agreement

                                       25
<PAGE>

     company, qualifies as an exempt transaction under the act and the rules and
     regulations promulgated thereunder."

     If required by the authorities of any state in connection with the issuance
of the Purchased Shares, the legend or legends required by such state
authorities shall also be endorsed on all such certificates.

SECTION 9.   NOTICE.

     Any notice required by the terms of this Agreement shall be given in
writing and shall be deemed effective upon personal delivery or upon deposit
with the United States Postal Service, by registered or certified mail, with
postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Purchaser at the address that he or she
most recently provided to the Company.

SECTION 10.  ENTIRE AGREEMENT.

     The Summary of Stock Purchase, this Agreement and the Plan constitute the
entire contract between the parties hereto with regard to the subject matter
hereof. They supersede any other agreements, representations or understandings
(whether oral or written and whether express or implied) which relate to the
subject matter hereof.

SECTION 11.  CHOICE OF LAW.

     This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Washington, as such laws are applied to contracts entered
into and performed in such State.

SECTION 12.  DEFINITIONS.

     (a)  "Agreement" shall mean this Stock Purchase Agreement.

     (b)  "Purchased Shares" shall mean the Shares purchased by the Purchaser
pursuant to this Agreement.

     (c)  "Purchase Price" shall mean the amount for which one Share may be
purchased pursuant to this Agreement, as specified in the Summary of Stock
Purchase.

     (d)  "Purchaser" shall mean the individual named in the Summary of Stock
Purchase.

     (e)  "Restricted Share" shall mean a Purchased Share that is subject to the
Right of Repurchase.

     (f)  "Right of First Refusal" shall mean the Company's right of first
refusal described in Section 3.

     (g)  "Right of Repurchase" shall mean the Company's right of repurchase
described in Section 2.

     (h)  "Summary of Stock Purchase" shall mean the document so entitled to
which this Agreement is attached.

     (i)  "Transferee" shall mean any person to whom the Purchaser has directly
or indirectly

Stock Purchase Agreement

                                       26
<PAGE>

transferred any Purchased Share.

     (j)  "Transfer Notice" shall mean the notice of a proposed transfer of
Purchased Shares described in Section 3.

Stock Purchase Agreement

                                       27
<PAGE>

                                   EXHIBIT I

                            SECTION 83(B) ELECTION

     This statement is made under Section 83(b) of the Internal Revenue Code of
1986, as amended, pursuant to Treasury Regulations Section 1.83-2.

(1)  The taxpayer who performed the services is:

     Name:    ____________________________________________

     Address: ____________________________________________

              ____________________________________________

     Social Security No.:_________________________________

(2)  The property with respect to which the election is made is ______ shares of
     the common stock of Universal Ice Blast, Inc.

(3)  The property was transferred on ________ __, _____.

(4)  The taxable year for which the election is made is the calendar year _____.

(5)  The property is subject to a repurchase right pursuant to which the issuer
     has the right to acquire the property at the original purchase price if for
     any reason taxpayer's employment with the issuer is terminated. The
     issuer's repurchase right lapses in a series of installments over a ______-
     year period ending on ___________ ____, _____.

(6)  The fair market value of such property at the time of transfer (determined
     without regard to any restriction other than a restriction which by its
     terms will never lapse) is $_____ per share.

(7)  The amount paid for such property is $_____ per share.

(8)  A copy of this statement was furnished to Universal Ice Blast, Inc., for
     whom taxpayer rendered the services underlying the transfer of such
     property.

(9)  This statement is executed on _______ __, _____.


TAXPAYER:                               TAXPAYER'S SPOUSE (if any):


_________________________________       ______________________________________

Print Name:______________________       Print Name:___________________________

Stock Purchase Agreement

                                       28
<PAGE>

                           UNIVERSAL ICE BLAST, INC.
                                1999 STOCK PLAN
                        NOTICE OF STOCK OPTION EXERCISE

Optionee Information:

Name:      ____________________________      Social Security  ____-____- _____
                                             Number:

Address:   ____________________________      Employee Number: ________________
           ____________________________


Option Information:

<TABLE>
<S>                                            <C>
Date of Grant: ______________ ___,  19 ____    Type of  [_] Incentive Stock Option
                                               Option:  [_] Nonstatutory Stock Option
</TABLE>

Exercise Price per Share: $ _____________

Total number of shares of Common Stock of
Universal Ice Blast, Inc. (the "Company")      ___________ shares
covered by option:


Exercise Information:

Number of shares of Common Stock of the Company for which option is being
exercised now: _________.  (These shares are referred to below as the "Purchased
Shares.")

Total Exercise Price for the Purchased Shares:   $__________

Form of payment enclosed [check all that apply]:

  [_] Check for $___________,        Certificate(s) for ______ shares of the
      made payable to                Common Stock of the Company that I have
      "Universal Ice Blast,          owned for at least six months. (These
      Inc."                          shares  will be valued as of the date when
                                     this notice is received by the Company.)

  [_] Cashless Exercise.
      (These shares will be
      valued as of the date
      when this notice is
      received by the Company.)

Notice of Exercise

                                       29
<PAGE>

Names in which the Purchased Shares should be registered [you must check one]:

[_] In my name only

[_] In the names of my spouse and myself     My spouse's name (if applicable):
    as community property                    _____________________________

[_] In the names of my spouse and myself     _____________________________
    as joint tenants with the right of
    survivorship

The certificate for the purchased        _________________________________
Shares should be sent to the following   _________________________________
address:                                 _________________________________


                  REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE
                                   OPTIONEE:

(1)  I represent and warrant to the Company that I am acquiring and will hold
     the Purchased Shares for investment for my account only, and not with a
     view to, or for resale in connection with, any "distribution" of the
     Purchased Shares within the meaning of the Securities Act of 1933, as
     amended (the "Securities Act").

(2)  I understand that the Purchased Shares have not been registered under the
     Securities Act by reason of a specific exemption therefrom and that the
     Purchased Shares must be held indefinitely, unless they are subsequently
     registered under the Securities Act or I obtain an opinion of counsel (in
     form and substance satisfactory to the Company and its counsel) that
     registration is not required.

(3)  I acknowledge that the Company is under no obligation to register the
     Purchased Shares.

(4)  I am aware of the adoption of Rule 144 by the Securities and Exchange
     Commission under the Securities Act, which permits limited public resales
     of securities acquired in a non-public offering, subject to the
     satisfaction of certain conditions.  These conditions include (without
     limitation) that certain current public information about the issuer is
     available, that the resale occurs only after the holding period required by
     Rule 144 has been satisfied, that the sale occurs through an unsolicited
     "broker's transaction" and that the amount of securities being sold during
     any three-month period does not exceed specified limitations.  I understand
     that the conditions for resale set forth in Rule 144 have not been
     satisfied and that the Company has no plans to satisfy these conditions in
     the foreseeable future.

(5)  I will not sell, transfer or otherwise dispose of the Purchased Shares in
     violation of the Securities Act, the Securities Exchange Act of 1934, or
     the rules promulgated thereunder, including Rule 144 under the Securities
     Act.

(6)  I acknowledge that I have received and had access to such information as I
     consider necessary or appropriate for deciding whether to invest in the
     Purchased Shares and that I had an opportunity to ask questions and receive
     answers from the Company regarding the terms and conditions of the issuance
     of the Purchased Shares.

Notice of Exercise

                                       30
<PAGE>

(7)  I am aware that my investment in the Company is a speculative investment
     which has limited liquidity and is subject to the risk of complete loss.  I
     am able, without impairing my financial condition, to hold the Purchased
     Shares for an indefinite period and to suffer a complete loss of my
     investment in the Purchased Shares.

(8)  I acknowledge that the Purchased Shares remain subject to the Company's
     right of first refusal and may remain subject to the Company's right of
     repurchase at the exercise price, all in accordance with the applicable
     Notice of Stock Option Grant and Stock Option Agreement.

(9)  I acknowledge that I am acquiring the Purchased Shares subject to all other
     terms of the Notice of Stock Option Grant and Stock Option Agreement.

(10) I acknowledge that I have received a copy of the Company's memorandum
     regarding the federal income tax consequences of an option exercise and the
     tax election under Section 83(b) of the Internal Revenue Code.  In the
     event that I choose to make a Section 83(b) election, I acknowledge that it
     is my responsibility--and not the Company's responsibility--to file the
     election in a timely manner, even if I ask the Company or its agents to
     make the filing on my behalf.  I acknowledge that the Company has
     encouraged me to consult my own adviser to determine the tax consequences
     of acquiring the Purchased Shares at this time.

(11) I agree to seek the consent of my spouse to the extent required by the
     Company to enforce the foregoing.


  Signature: _____________________________________________

  Date:  _____________ ____, 19____

Notice of Exercise

                                       31