<PAGE>


                                                                   EXHIBIT 10.39


                                  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 August 6,
2001, granted to Carl Parks ("Holder") the right and option until August 6, 2008
to purchase 100,000 shares of Common Stock of SmartGate, Inc., at a purchase
price of $5.32 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 August 6, 2001; (ii) another
one-third of the shares eligible to be purchased hereunder shall be deemed
vested on August 6, 2002 provided that Holder remains an Employee of the Company
through that date; and (iii) the final one-third of the shares eligible for
purchase hereunder shall vest on August 6, 2003 provided that Holder remains an
Employee 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 Holder by the Company during the vesting period
set forth above, only the shares which had vested in accordance with the vesting
schedule set forth above at the time of the involuntary termination by the
Company will be deemed vested upon such involuntary termination.

        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.


<PAGE>


                                                                               2


        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 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 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 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, in its sole discretion,


<PAGE>


                                                                               3


may elect to register the shares the Holder wishes to purchase so that the
shares, when purchased under this Option, are freely tradable. If the Company
elects to register the shares, such registration shall be at the Company's
expense; however, the Holder acknowledges and agrees that the Company shall be
under no obligation to undertake such registration.

        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 Option granted hereunder shall not confer upon the Holder any right
to continued employment with the Company and shall not in any way modify or
restrict the Company's right to terminate such employment or to increase or
decrease the compensation of the Holder.

        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


<PAGE>


                                                                               4


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/ CARL PARKS
-----------------------------------------
Carl Parks