<PAGE>
                                                                   EXHIBIT 10.33


                                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 Stephen A. Michael ("Holder") the right and option until July
26, 2007 to purchase 300,000 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 an Employee 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
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 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

<PAGE>
                                                                               2


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.


<PAGE>


                                                                               3

        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 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/ SAMUEL S. DUFFEY
    ----------------------------
Its:  Chairman


AGREED TO AND ACCEPTED BY HOLDER:

/s/ STEPHEN A. MICHAEL
---------------------------------
Stephen A. Michael




<PAGE>

                           LETTER OF INVESTMENT INTENT


SmartGate, Inc.
4400 Independence Court
Sarasota, FL 34234

Dear Corporate Personnel:

        In connection with the issuance to me of shares of Common Stock
("Shares") of SmartGate, Inc. ("Company") which I may purchase under that
certain Stock Option granted to me on July 26, 2000 to which this Letter of
Investment Intent is attached ("Option"), I represent the following:

        The Shares are being acquired by me for investment and not with a view
to, or for resale in connection with, any distribution of those Shares.

        I intend to hold the Shares issued to me for investment for my own
account and I do not presently intend to dispose of all or any part of those
Shares.

        I understand that the Shares issued to me will not have been registered
under the Securities Act of 1933, as amended (the "Act"), by reason of a
specific exemption under the provisions of the Act.

        I understand that: while the Company has agreed that it will register
the Shares if the Company is a "Reporting Company" under the Securities Exchange
Act of 1934, at the time I wish to exercise the Option and purchase Shares
thereunder, the Company is neither presently required to register, nor does it
presently intend voluntarily to register under Section 12 of the 1934 Act, and
file periodic reports with the Securities and Exchange Commission pursuant to
Sections 13 or 15(d) of the 1934 Act; and the Company has no obligations to
supply such information as will be required to enable me to make sales of any or
all of the Shares under Rule 144 under the Act.

        I understand and accept that an investment in the Company involves a
high degree of risk and is only suitable for investors willing and able to
accept the long-term and non-transferable nature of the investment and the
potential risk that the entire amount invested may be lost.

        I have engaged an investor representative or I am a sophisticated
businessperson and investor and have the experience and knowledge necessary to
enable me to evaluate the risks and merits involved in the purchase of the
Company's stock.

        Because of my or my investor representative's business knowledge and
experience, I do not require a formal disclosure document, prospectus or
private placement memorandum in connection with the purchase of the Company's
stock.


<PAGE>




        I or my investor representative are relying upon our own independent
investigation in connection with the purchase of the Company's stock. In
connection therewith, I have had access to all books and financial records of
the Company, all materials, contracts and documents relating to the Company, and
the right to ask questions of officers, directors, consultants and other parties
associated with the Company.

        I or my investor representative have sufficient knowledge and experience
in financial and business matters to evaluate the potential risk of this
investment and that I have been afforded access to all information concerning
the Company that I have reasonably requested.

        I have received the following right of rescission disclosure from the
Company:

                THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
                FLORIDA SECURITIES ACT. EACH OFFEREE WHO IS A FLORIDA RESIDENT
                SHOULD BE AWARE THAT SECTION 517.061(11)(a)5 OF THE FLORIDA
                SECURITIES ACT PROVIDES AS FOLLOWS: "WHEN SALES ARE MADE TO FIVE
                OR MORE PERSONS IN THIS STATE, ANY SALE IN THIS STATE MADE
                PURSUANT TO THIS SUBSECTION IS VOIDABLE BY THE PURCHASER IN SUCH
                SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF
                CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT
                OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE
                AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
                PURCHASER, WHICHEVER OCCURS LATER."

I agree as follows:

        In the event of an Initial Public Offering of the Company's stock, the
Shares issued to me shall be subject to any Lock-Up Agreement agreed to by the
Company and imposed by the underwriter upon the holders of the Company's stock.
I agree to enter and execute any such documents as may be reasonably necessary
to effectuate such Lock-Up Agreement required by the underwriter engaged by the
Company. I further agree that my failure to execute such Lock-Up Agreement
within twenty days of tender of such Lock-Up Agreement to me shall entitle the
Company to repurchase my Shares for the purchase price I paid per share.

        The Shares may not be sold, assigned, transferred, conveyed, pledged, or
hypothecated to any party without, at the Company's option, an opinion from
securities counsel for the Company or counsel for me if acceptable to the
Company that such transfer or conveyance does not violate federal or applicable
state securities laws or in the alternative, a Registration Statement is in
effect with the Securities and Exchange Commission and applicable state
securities departments covering said conveyance.

        The following legends shall be placed on the certificate or certificates
delivered to me or any substitute therefor:

"THE SHARES OF STOCK (THE "SHARES") EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER, RIGHT OF REPURCHASE, AND LOCK-UP PROVISIONS
(COLLECTIVELY THE "RESTRICTIONS") CONTAINED IN AN AGREEMENT ENTERED INTO BY THE
CORPORATION AND THE NAMED HOLDER OF THIS CERTIFICATE ("AGREEMENT"). THE SHARES
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED OR HYPOTHECATED TO ANY
PARTY EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS CONTAINED IN THE AGREEMENT. A
COPY OF THE RESTRICTIONS CONTAINED IN THE AGREEMENT IS AVAILABLE FROM THE
CORPORATION WITHOUT CHARGE UPON REQUEST.


<PAGE>




THE SHARES OF STOCK (THE "SHARES") EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE
SECURITIES LAW. NO RESALES, PLEDGES, HYPOTHECATIONS OR OTHER TRANSFERS OF THE
SHARES EVIDENCED BY THIS CERTIFICATE SHALL BE MADE AT ANY TIME WHATSOEVER,
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR UPON THE ISSUANCE OF A FAVORABLE OPINION OF
THE CORPORATION'S LEGAL COUNSEL OR OF LEGAL COUNSEL ACCEPTABLE TO THE
CORPORATION THAT THE RESALE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF SUCH
SHARES SHALL NOT BE IN VIOLATION OF THE ACT, OR ANY STATE SECURITIES ACT."

        The Company may place a stop-transfer order with the Company's transfer
agent prohibiting transfer of the Shares until the above conditions and terms
have been fulfilled.

        The Company's obligation to issue shares to me under the Option is
contingent upon my signing and delivering to the Company this Letter of
Investment Intent simultaneously with the purchase price for the shares.

        I understand and agree that my representations and warranties and
agreements in this Letter of Investment Intent shall survive the closing of the
share purchase and issuance transactions between me and the Company resulting
from my exercise(s) of the Option.

Very truly yours,                           ACCEPTED:
                                            SmartGate, Inc.




                                            BY:
---------------------------------              --------------------------------
Stephen A. Michael





<PAGE>




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


        A Letter of Investment Intent substantially identical in all material
respects was attached to the following Plan 2000 Option Agreements:

        Plan 2000 Option Agreement with Robert Knight -- July 26, 2000
        Plan 2000 Option Agreement with Edmund C. King -- July 26, 2000
        Plan 2000 Option Agreement with Duffey & Dolan, P.A. -- July 26, 2000