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                                                                   EXHIBIT 10.49


                                  STOCK OPTION

         THIS CERTIFIES THAT, FOR VALUE RECEIVED, SmartGate Inc., a Nevada
corporation ("SmartGate Inc." or the "Company") has, on January 15, 2002,
granted to Hawk Associates, Inc. ("Holder") the right and option until January
16, 2009 to purchase 50,000 shares of Common Stock of SmartGate Inc., at a
purchase price of $7.25 per share. The shares, which may be purchased under
this Option, are subject to a vesting schedule over a 24-month period from
January 16, 2002 where 6,250 shares shall be released and become eligible for
purchase at the end of each quarterly (i.e. three-month) period during the
24-month vesting term provided the engagement agreement between the Company and
the Holder dated January 16, 2002 ("Engagement Agreement"), a copy of which is
attached hereto, has remained in effect at the end of the quarterly period then
in effect as set forth below ("Vesting Condition"); to wit:

         -        the first 6,250 shares would vest and be eligible for
                  purchase on April 15, 2002 if the Vesting Condition was met
                  for that quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on July 15, 2002 if the Vesting Condition was met for that
                  quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on October 15, 2002 if the Vesting Condition was met for
                  that quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on January 15, 2003 if the Vesting Condition was met for
                  that quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on April 15, 2003 if the Vesting Condition was met for that
                  quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on July 15, 2003 if the Vesting Condition was met for that
                  quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on October 15, 2003 if the Vesting Condition was met for that
                  quarter;

         -        the next 6,250 shares would vest and be eligible for purchase
                  on January 15, 2004 if the Vesting Condition was met for that
                  quarter;
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         This Option and the vesting schedule hereinabove shall have no effect
upon (nor alter): (i) the Company's early termination rights under the Initial
Period as set forth in the Engagement Agreement; or (ii) the Engagement
Agreement being an open-ended 30-day notice agreement following the Initial
Period (as set forth in the Engagement Agreement) and each party having right
thereafter to terminate the Engagement Agreement with 30 days notice. The
Holder acknowledges and agrees that only shares which are vested may be
purchased and if the Engagement Agreement is terminated by either party during
this Option's vesting period the Holder will be entitled to purchase only those
shares that have vested through the date of termination.

         In the event of a stock dividend or stock split resulting in the
number of outstanding shares of the Company being changed, the applicable
exercise price and number of shares, as provided in this Option, shall be
proportionately adjusted. In the event of the merger, consolidation, or
combination of the Company into another company or entity which survives that
transaction, the shares which may be purchased under this Option shall be
converted into an equivalent number of shares of the surviving entity. In the
event of the sale of all or substantially all of the assets of the Company, the
shares which may be purchased upon the exercise of the Option shall be treated
in any distribution as if said shares are issued and outstanding, with the
exception that the exercise price under this Option shall be deducted from the
amount to be distributed on a per-share basis.

         The grant of this Option is made without registration under the
Securities Act of 1933 (the "Act") by reason of a specific exemption. The
Option and shares to be issued at exercise shall be restricted as to transfer
in accordance with Rule 144 of the Act.

         As a condition to the issuance of shares of Common Stock of the
Company under this Option, the Holder agrees to remit to the Company at the
time of any exercise of this Option any taxes required to be withheld by the
Company under Federal, State, or Local law as a result of the exercise of this
Option.

         This Option may not be transferred without the consent of the Company.
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         The Holder shall not have any of the rights of a shareholder with
respect to any shares of the Company's common stock until the purchase price
for the shares has been paid to the Company.

         The Company has caused this Option Agreement to be executed in the
name of the Company by its corporate officer having been duly authorized, and
the Holder has hereunto set Holder's hand and seal as of the date and year
first above written.


SMARTGATE INC.
a Nevada corporation


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


AGREED TO AND ACCEPTED BY HOLDER:


HAWK ASSOCIATES, INC.


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