FULL
      CIRCLE INDUSTRIES INC.





STOCK
      OPTION GRANT NOTICE





FULL
      CIRCLE INDUSTRIES INC., (the “Company’), pursuant to its 2004 Stock Option Plan
      (the “Plan’) hereby grants to the Optionee named below a stock option to
      purchase the number of shares of the Company’s common stock set forth below. As
      designated below; this stock option either is or is not intended to qualify
      for
      the federal income tax benefits available to an “incentive stock option” within
      the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
      This option is subject to all of the terms and conditions as set forth herein
      and in Attachment I and the Plan which are incorporated herein in their
      entirety.




Optionee/Employee:
              Employee
                  I.D. #:Grant
                  No.:
              Date
                  of Grant:Shares
                  Subject to Option:
              Exercise
                  Price Per Share: $Expiration
                  Date:





TYPE
      OF
      OPTION: I I Incentive Stock Option I I Nonstatutory Stock Option





VESTING
      SCHEDULE







ADDITIONAL
      TERMS/ACKNOWLEDGMENTS: The undersigned Optionee acknowledges receipt of, and
      understands and agrees to the terms of the following: this Giant Notice, the
      Stock Option Agreement and the Plan. Optionee further acknowledges that as
      of
      the Date of Grant, this Grant Notice, the Stock Option Agreement and the Plan
      set forth the entire understanding between Optionee and the Company regarding
      the acquisition of stock in the Company and supersedes all prior oral and
      written agreements pertaining to this particular option.





FULL
                CIRCLE INDUSTRIES INC.
            OPTIONEE:By:SignatureDated:
            
            
            Date:




1





**Attachment
      I: Stock Option Agreement**





**FULL
      CIRCLE INDUSTRIES INC.**





**STOCK
      OPTION AGREEMENT**





Pursuant
      to the Grant Notice and this Stock Option Agreement, the Company has granted
      you
      an option to purchase the number of shares of the Company’s common stock
      (“Common Stock”) indicated in **** the
      Grant
      Notice at the exercise pike indicated in the Grant Notice. Defined terms not
      explicitly defined in this Stock Option Agreement but defined in die Plan shall
      have the same definitions as in the Plan.





The
      details of this option are as follows:





1.  VESTING.
      Subject to the limitations contained herein, this option will vest as provided
      in the Grant Notice, provided that vesting will cease upon the termination
      of
      your Continuous Service.





2.  METHOD
      OF
      PAYMENT. Payment of the exercise price by cash (or check) is due upon exercise
      of all or any pail of this option which has become exercisable by you.
      Notwithstanding the foregoing, this option may be exercised pursuant to a
      program developed under Regulation T as promulgated by the Federal Reserve
      Board
      which, prior to the issuance of Common Stock, results in either the receipt
      of
      cash (or check) by die Company or the receipt of irrevocable instructions to
      pay
      the aggregate exercise price to the Company. Payment of the exercise price
      may
      also be made by a combination of the above methods.





3.  EXERCISE
      FOR MINIMUM NUMBER OF SHARES. The minimum number of shares with respect to
      which
      this option may he exercised at any one time is one hundred (100), except (a)
      as
      to an installment subject to exercise, as set forth in paragraph 1, which
      amounts to fewer than one hundred (100) shares, in which case, as to the
      exercise of that installment, the number of such shares in such installment
      shall be the minimum number of shares, and (b) with respect to the final
      exercise of this option, this minimum shall not apply. This option may only
      be
      exercised for whole shares.





4.  SECURITIES
      LAW COMPUANCE. Notwithstanding anything to the contrary contained herein, this
      option may not be exercised unless the shares issuable upon exercise of this
      option are then registered under the Securities Act or, if such shares are
      not
      then so registered, the Company has determined that such exercise and issuance
      would be exempt from the registration requirements of the Securities
      Act.





5 *.*  TERM.





(a)  The
      term
      of this option commences on die Date of Grant (as specified in the Grant Notice)
      and expires upon the earliest of:


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(i)
      the
      Expiration Date indicated in die Grant Notice; or





(ii)
      the
      tenth (10th) anniversary of the Date of Grant.




(b)  Notwithstanding
      die foregoing:





(i)
      If
      your Continuous Service terminates due to your Disability, then this option
      will
      continue to die extent of vested by unexercised options for a period of one
      (1)
      year after the date such service was terminated, but no later than the
      Expiration Date.





(ii)
      If
      your Continuous Service terminates due to (xl your death, or (y) your Disability
      and you subsequently die prior to the Expiration Date, (hen this option shall
      immediately become fully vested and exercisable for all of the option shares
      as
      of the date of your death. This option will then expire on the earlier occurring
      of either the Expiration Date or one (1) year alter die date of your
      death.





(c)  If
      tins
      option is designated an incentive stock option, then to obtain the federal
      income tax advantages associated with an “incentive stock option,” the Code
      requires that at all times beginning on the Date of Grant and ending on the
      day
      three (3) months before the date of exercise, you must be an employee of the
      Company or a “parent corporation” or a “subsidiary corporation” (as those terms
      are defined in Section 424 of the Code), except in the event of your death
      or
      your Disability. The Company has provided for extended exercisability of this
      option under certain circumstances for your benefit, but does not represent
      or
      guarantee that this option will necessarily be treated as an “incentive stock
      option.”





6.  EXERCISE.





(a)  You
      may
      exercise die vested portion of this option during its term by delivering a
      notice of exercise (in a form designated by die Company) together with the
      exercise price to the Secretary of the Company, or to such other person as
      the
      Company may designate, during regular business hours, together with such
      additional documents as die Company may then require pursuant to the
      Plan.





(b)  By
      exercising this option you agree that as a condition to any exercise of this
      option, the Company may require you to enter an arrangement providing for die
      payment by you to the Company of any tax withholding obligation of the Company
      arising by reason of (1) the exercise of this option; (2) ** the
      lapse
      of any substantial risk of forfeiture to which the shares are subject at the
      time of exercise; or (3) die disposition of shares acquired upon such
      exercise.





(c)  If
      this
      option is an incentive stock option, then by exercising tins option you agree
      to
      notify the Company in writing within fifteen (15 *)* days
      after the date of any disposition of any of the shares of the Common Stock
      issued upon exercise of this option that occurs within two *(2)* years
      after the Date of Grant or within one (1) year after such shares of Common
      Stock
      are transferred upon exercise of this option.


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(d)  If
      this
      option is a non-statutory stock option, it may be subject to certain terms
      or
      restrictions such that shares issued upon exercise of die option are
      nontransferable or subject to a substantial risk of forfeiture (i.e., the stock
      is not vested). In that event, you may be eligible for an election under Section
      83W) of die Internal Revenue Code, which would allow’ you to report compensation
      income when you receive the stock rather than when it becomes vested. If you
      make an election pursuant to Section 83W), the value of the stock is determined
      when you receive it, and you will have noting to report at the time the stock
      vests. Because failure to file a Section 83(b) election may result in adverse
      tax consequences, you are advised to consult your personal tax advisor with
      respect to the advisability of such an election.





AN
      ELECTION UNDER SECTION 83W) MUST BE FILED WITHIN 30 DAYS AFTER THE DATE ON
      WHICH
      THE OPTIONE PURCHASES SHARES. THIS TIME PERIOI) CANNOT BE EXTENDED. THE OPTIONEE
      ACKNOWLEDGES THATTIMELY FILING OF A SECTION 83W) ELEGI’ION IS THE OPTIONEE’S
      SOLE RESPONSIBILITY, EVEN IF THE OPTIONEE REQUESTS THE COMPANY OR ITS
      REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.





7.  TRANSFERABILITY.
      This option is not transferable, except by will or by the laws of descent and
      distribution or pursuant to a domestic relations order as defined by die Code
      or
      Title I of die Employee Retirement Income Securities Act of 1974, as amended
      (a
‘DRO’), or the rules (hereunder, and is exercisable during your life only by you
      or any transferee pursuant to a DRO.





8.  OPTION
      NOT A SERVICE CONTRACT. This option is not an employment or service contract
      and
      noting in this option shall be deemed to create in any way whatsoever any
      obligation on your part to continue in the service of die Company or an
      Affiliate, or of the Company or an Affiliate to continue your service with
      the
      Company or the Affiliate. In addition, nothing in this option shall obligate
      the
      Company or any Affiliates, their stockholders, Board of Directors, Officers
      or
      Employees to continue any relationship as a Director or Consultant for the
      Company or any Affiliate.





9.  NOTICES.
      Any notices provided for in this option or die Plan shall be given in writing
      and shall be deemed effectively given upon receipt or, in the case of notices
      delivered by die Company to you, five (5) ** days
      after deposit in die United States mail, postage prepaid, addressed to you
      at
      die last address you provided to the Company.





10.  GOVERNING
      PLAN DOCUMENT. This option is subject to all die provisions of the Plan, the
      provisions of which are hereby made a pail of tins option, and is further
      subject to all interpretations, amendments, rules and regulations which may
      from
      time to time he promulgated and adopted pursuant to the Plan. In die event
      of
      any conflict between the provisions of this option and those of the Plan, die
      provisions of the Plan shall control.





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