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                                                                   EXHIBIT 10.34

                                   STOCK OPTION

              THIS CERTIFIES THAT, FOR VALUE RECEIVED, SmartGate, Inc., a
       Nevada corporation ("SmartGate, Inc." or the "Company") pursuant to and
       under the SmartGate, Inc. 2000 EMPLOYEE, DIRECTOR, CONSULTANT AND ADVISOR
       STOCK COMPENSATION PLAN ("Plan"), a copy of which is attached hereto, has
       on July 26, 2000, granted to Robert Knight ("Holder") the right and
       option until July 26, 2007 to purchase 150,000 shares of Common Stock of
       SmartGate, Inc., at a purchase price of $3.00 per share. The shares,
       which may be purchased under this Option, are subject to vesting as
       follows: (i) one-third of the shares eligible for purchase hereunder
       shall be deemed vested as of July 26, 2000; (ii) another one-third of the
       shares eligible to be purchased hereunder shall be deemed vested on July
       26, 2001 provided that Holder remains a Director of the Company through
       that date; and (iii) the final one-third of the shares eligible for
       purchase hereunder shall vest on July 26, 2002 provided that Holder
       remains a Director of the Company through that date. The Holder
       acknowledges and agrees that only shares which are vested may be
       purchased under this Option. In the event of an involuntary termination
       of the Holder by virtue of death of Holder, all shares under this Option
       shall be deemed fully vested. In the event of an involuntary termination
       of the position of the Holder by the Company, all shares under this
       Option shall be deemed fully vested.

              In the event of a stock dividend, stock split, or capital
       reorganization resulting in the number of outstanding shares of Common
       Stock of the Company being changed, the applicable exercise price and
       number of shares provided in this Option shall be proportionately
       adjusted.

              In the event of a share-exchange, merger, or other business
       combination involving the Company and resulting in a change in control of
       the Company, all shares under this Option shall be deemed fully vested.
       In the event of the sale of all or substantially all of the assets or
       stock of the Company, or in the event of a liquidation or dissolution of
       the Company, all shares under this Option shall be deemed fully vested.

              The grant of this Option is made without registration under the
       Securities Act of 1933 by reason of a specific exemption. The Holder
       agrees that the Company's obligation to issue shares under this Option
       shall be contingent upon the Company receiving an opinion from securities
       counsel for the Company that there exists a suitable exemption from
       registration under the Securities Act of 1933 and the appropriate state
       securities law for the issuance of shares which
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       may be purchased by Holder hereunder ("Exemption"). If the Company
       determines a suitable Exemption exists, the Holder agrees that the
       Company may impose any conditions on the exercise of the Option as it
       deems necessary to satisfy the Exemption including but not limited to:
       (i) requiring the Holder, prior to each and every purchase of shares
       under this Option, to execute and fully abide by the provisions of the
       Letter of Investment Intent which is attached hereto; and (ii) requiring
       the Holder, if requested by the Company, to engage an investor
       representative to assist the Holder in evaluating the investment in the
       Company prior to the purchase of any shares hereunder.

              The Holder acknowledges and agrees that the representations and
       agreements Holder makes in the Letter of Investment Intent referenced
       above shall survive each closing of share purchases and issuance
       transactions between the Holder and the Company.

              If the Company is a "Reporting Company" under the Securities Act
       of 1934 at the time the Holder wishes to exercise and purchase shares
       hereunder, the Company, at the Company's expense, shall register the
       shares the Holder wishes to purchase so that the shares, when purchased
       under this Option, are freely tradable.

              The purchase price for the shares purchased under this Option may
       be paid in cash or through the execution of a broker-assisted cashless
       exercise if applicable.

              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 by the Holder other than by
       Will or the laws of descent and distribution. This Option may not be
       exercised by anyone other than the Holder or, in the case of the Holder's
       death, by the person to whom the rights of the Holder shall have passed
       by Will or the laws of descent and distribution.

              Neither the Holder nor any person to whom the rights of the Holder
       shall have passed by Will or the laws of descent and distribution shall
       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 Holder represents and warrants that he or she has been
       provided with the Plan which is attached hereto and has read and
       understands the Letter of Investment Intent which the Holder
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       will be required to sign prior to the purchase of shares hereunder which
       is attached hereto, and that he or she has been advised or has had the
       opportunity to be advised by his or her own legal counsel as to the
       meaning and effect of this Stock Option Agreement, the Plan, and the
       Letter of Investment Intent, and of the rights and responsibilities in
       connection therewith, and of the consequences of any exercise of this
       Option.

              The Company has caused this Option Agreement to be executed in the
       name of the Company, by its corporate officers 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: /s/ STEPHEN A. MICHAEL, PRESIDENT
           ---------------------------------
       Its: PRESIDENT


       AGREED TO AND ACCEPTED BY HOLDER:


       /s/ ROBERT KNIGHT
       ------------------------------
       Robert Knight

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                    FILING SCHEDULE PURSUANT TO PARAGRAPH 2.
    INSTRUCTIONS TO ITEM 601 UNDER SECTION 229.601 EXHIBITS OF REGULATION S-K


              A stock option, also vesting in equal one-third increments and,
       substantially identical in all material respects except for the grantee
       and number of shares eligible for purchase was granted to Edmund C. King
       for the purchase of 200,000 shares.