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                                                                   EXHIBIT 10.32


                        GAMMA PRECISION TECHNOLOGY, INC.

                             1998 STOCK OPTION PLAN


        1. Purposes. Gamma Precision Technology, Inc. (the "Company") has
adopted this Plan to enhance the interest and concern of the Company's
employees, officers, directors and consultants in the success of the Company by
giving them an ownership interest in the Company, and to give them an incentive
to continue their service to the Company.

        2. Stock Subject to Plan. The Company shall reserve 1,300,000 shares of
a no par value Common Stock (the "Shares") to be issued upon exercise of options
which may be granted from time to time under this Plan. As it may from time to
time determine, the Board of Directors of the Company (the "Board") may
authorize that the shares may be comprised, in whole or in part, of authorized
but unissued shares of the Company's Common Stock or of issued shares which have
been reacquired. If options granted under this Plan terminate or expire before
being exercised in whole or in part, the shares subject to those options which
have not been issued may be subjected to options subsequently granted under the
Plan.

        3. Administration of the Plan. The Board shall appoint a Stock Option
Committee (the "Committee") which shall consist of not fewer than two (2)
members of the Board, or, at the election of the Board or if the Board consists
of fewer than two directors, may consist of the entire Board, to administer this
Plan. Subject to the express provisions of this Plan and guidelines which may be
adopted from time to time by the Board, the Committee shall have plenary
authority in its discretion (a) to determine the individuals to whom, and the
times at which, options are granted, and the number and purchase price of the
Shares subject to each option; (b) to determine whether the options granted
shall be "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code of 1986 (the "Code"), or non-statutory stock options, or
both; (c) to interpret the Plan and prescribe, amend and rescind rules and
regulations relating to it; (d) to determine the terms and provisions (and
amendments thereof) of the respective option agreements subject to Section 6 of
the Plan, which need not be identical, including, if the Committee shall
determine that a particular option is to be an incentive stock option, such
terms and provisions (and amendments thereof) as the Committee deems necessary
to provide for an incentive stock option or to conform to any change in any law,
regulation, ruling or interpretation applicable to incentive stock options; and
(e) to make any and all determinations which the Committee deems necessary or
advisable in administering the Plan. The Committee's determination on the
foregoing matters shall be conclusive. The Committee may delegate any of the
foregoing authority to the President with respect to options granted to or which
are held by non-officers and non-directors.

        4. Persons Eligible. Employees of the Company or its subsidiaries
(including officers) may be granted either incentive or non-statutory options.
Consultants of the Company and its subsidiaries (including directors) may be
granted only non-statutory options, except directors who are also employees, who
may be granted either incentive or non-statutory options. For this purpose,
"employee" shall conform to the requirements of Section 422A of the Code, and
"subsidiary" means subsidiary corporations as defined in Section 424 of the
Code.



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        The aggregate fair market value (determined as of the time the option is
granted) of the Shares with respect to which incentive stock options are
exercisable for the first time by an optionee during any calendar year (under
all incentive stock option plans of the Company or its parent or subsidiaries)
shall not exceed $100,000.

        5. Changes in Capital Structure.

                1. Effect on the Plan. In the event of changes in the
outstanding capital stock of the Company by reason of any stock dividend, stock
split or reverse split, reclassification, recapitalization, merger or
consolidation, acquisition of 80 percent or more of its gross assets or stock,
reorganization or liquidation, the Committee and/or the Board shall make such
adjustments in the aggregate number and class of shares available under the Plan
as it deems appropriate, and such determination shall be final, binding and
conclusive.

                2. Effect on Outstanding Options.

                        1. Stock Splits and Like Events. Should a stock
dividend, stock split, reverse stock split, or reclassification occur, then the
Committee and/or the Board shall make such adjustments in (A) the number and
class of shares to which optionees will thereafter be entitled upon exercise of
their outstanding options and (B) the price which optionees shall be required to
pay upon such exercise, an it in its sole discretion in good faith deems
appropriate, and such determination shall be final, binding and conclusive. Such
adjustments shall have the effect that the aggregate exercise price paid by, and
number and class of shares received by, an optionee who exercises an option
subsequent to such occurrence shall be the name an if such optionee had
exercised the option immediately prior to such occurrence.

                        2. Recapitalizations. In the event of (A) a dissolution,
liquidation, or sale of all or substantially all of the assets of the Company,
or (B) a merger or consolidation in which the Company in not the surviving
entity, or (C) a merger in which the Company in the surviving entity but the
shares of the Company's common stock outstanding immediately preceding the
merger are converted by virtue of the merger into other securities, cash, or
other property, then, at the sole discretion of the Board and to the extent
permitted by applicable law, options granted under this Plan:

        (1) shall terminate upon such event and may be exercised prior thereto
        only to the extent such options are then exercisable; or

        (2) shall terminate upon such event, or such date prior to the
        consummation of the event as the Board may determine, but shall become
        fully exercisable as to all shares upon the consummation of such event
        or an such date determined by the Board; or

        (3) shall continue in full force and effect and, if applicable, the
        surviving entity shall assume such options and/or shall substitute
        similar options for such options; or

        (4) shall be treated as provided in the applicable agreement or plan of
        merger, consolidation, dissolution, liquidation, sale of assets or other
        similar agreement.



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Notwithstanding the above, upon the occurrence of any such event, each optionee
shall have such greater rights as may be provided in such optionee's stock
option agreement, which at the discretion of the Board and/or Committee, may
include any one or more of the above provisions.

                (c) Substitution or Assumption of Options by the Company. The
Company, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of each
other company or otherwise, by either (A) granting an option under the Plan in
substitution of such other company's award, or (B) assuming such award as if it
had been granted under the Plan if the terms of such assumed award could be
applied to an option granted under the Plan. Such substitution or assumption
shall be permissible if the holder of the substituted or assumed option would
have been eligible to be granted an option under the Plan if the other company
had applied the rules of the Plan to such grant. In the event the Company
assumes an award granted by another company, the terms and conditions of such
award shall remain unchanged (except that the exercise price and the number and
nature of shares issuable upon exercise of any such option will be adjusted
appropriately pursuant to Section 424 (a) of the Code) in the event the Company
elects to grant a new option rather than assuming an existing option, such new
option may be granted with a similarly adjusted exercise price.

        6. Terms and Conditions of Options. Each option granted under this Plan
shall be evidenced by a stock option agreement (hereinafter called "Agreement")
which is not inconsistent with this Plan, and the form of which the Committee
and/or Board may from time to time determine, provided that the Agreement shall
contain the substance of the following:

        3. Option Price. The option price shall be not less than 100% of the
fair market value of the Shares at the time the option is granted, which shall
be the date the Committee and/or Board, or its delegate, awards the grant,
except in the case of non-statutory stock option granted to employees, in which
case the option price shall be not less than 85% of the fair market value of the
Shares at the time the option is granted. If the optionee, at the time the
option is granted, owns stock possessing more than ten percent (10%) of the
total combined voting power of all the classes of stock of the Company or of its
parent or subsidiaries (a "Principal Shareholder"), the option price of either
incentive or non-statutory stock options shall be not less than 110% of the fair
market value of the Shares at the time the option is granted. The fair market
value of the Shares shall be determined and the option price of the Shares met
by the Committee and/or Board in accordance with the valuation methods described
in Section 20.2031-2 of the Treasury Regulations.

        4. Method of Exercise. At the time of purchase, Shares purchased under
options shall be paid for in full either (i) in cash, (ii) at the discretion of
the Board with a promissory note secured by the Shares purchased, (iii) at the
discretion of the Committee and/or Board, with outstanding stock of the Company
at such value an the Board shall determine in its sole discretion to be the fair
market value of such stock, or (iv) a combination of promissory note (if
permitted pursuant to (ii) above), stock (if permitted pursuant to (iii) above),
and/or cash. To the extent that the right to purchase Shares has accrued under
an option, the optionee may exercise said option from time to time by giving
written notice to the Company stating the number of Shares with respect to which
the optionee is exercising the option, and submitting with said notice payment
of the full purchase price of said Shares either in cash or, at the discretion
of the



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Board and/or Committee an described above, with a promissory note, outstanding
stock of the Company, or a combination of cash, promissory note, and/or such
stock. As soon an practicable after receiving such notice and payment, the
Company shall issue, without transfer or issue tax to the optionee (or other
person entitled to exercise the option), and at the main office of the Company
or much other place as shall be mutually acceptable, a certificate or
certificates representing such Shares out of authorized but unissued Shares or
reacquired Shares of its capital stock, as the Board and/or Committee, or its
delegate, may elect, for the number of Shares to be delivered. The time of such
delivery may be postponed by the Company for such period as may be required for
it with reasonable diligence to comply with such procedures as may, in the
opinion of counsel to the Company, be desirable in view of federal and state
laws, including corporate securities laws and revenue and taxation laws. If the
optionee (or other person entitled to exercise the option) fails to accept
delivery of any or all of the number of Shares specified in such notice upon
tender of delivery of the certificates representing them, the right to exercise
the option with respect to such undelivered Shares may be terminated.

        5. Option Term. The Committee and/or Board may grant options for any
term, but shall not grant any options for a term, longer than ten (10) years
from the date the option to granted (except in the case of an incentive or
non-statutory option granted to a Principal Shareholder in which case the term
shall be no longer than five (5) years from the date the option is granted).
Each option shall be subject to earlier termination as provided in this Section
5 of this Plan.

        6. Exercise of Options. Each option granted under this Plan shall be
exercisable on such date or dates, upon or after the occurrence of certain
events, or upon or after the achievement of certain performance milestones
(which dates may be advanced or which occurrences or achievements may be waived
in whole or in part or extended at the discretion of the Committee and/or Board)
and during such period and for such number of Shares as shall be determined by
the Committee and/or Board. An incentive option granted to a non-officer may not
be exercised at any time unless the optionee shall have continuously served, to
the extent determined by the Committee and/or Board, as an employee of the
Company or its subsidiary throughout a period commencing an the date an option
is granted and ending at a specified time no more than three (3) months and no
fewer than thirty (30) days before an attempted exercise of the option, and, if
applicable, unless the Committee and/or Board shall determine and notify the
optionee in writing that certain events have occurred or certain performance
milestones have been achieved.

        7. Nonassignability of Option Rights. No option shall be assignable or
transferable by the optionee except by will or by the laws of descent and
distribution. During the life of an optionee, the option shall be exercisable
only by the optionees.

        8. Effect of Termination of Employment or Death or Disability. In the
event the optionee's employment with the Company and its subsidiaries ceases, as
determined by the Committee, during the optionee's life for any reason (except
disability or death), including retirement, any incentive option or unexercised
portion thereof granted to a non-officer optionees which is otherwise
exercisable shall terminate unless exercised within a specified period not to
exceed three (3) months nor to be fewer than thirty (30) days from the date on
which such employment ceased but not later than the date of expiration of the
option period. In the event of



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the death or disability of the optionees while employed or within a specified
period not to exceed three (3) months nor to be fewer than thirty (30) days from
the date on which such employment ceases, any option or unexercised portion
thereof granted to the optionees, if otherwise exercisable by the optionee at
the date of death or disability, may be exercised by the optionee (or by the
optionee's personal representatives, heirs or legatees) at any time prior to the
expiration of one year from the date of death or disability of the optionee but
not later than the date of expiration of the option period. For purposes of this
Plan, "disability" shall be defined as those conditions described in Code
Section 22 (e)(3), and such other conditions as the Committee may reasonably
determine constitute a disability.

        9. Rights of Optionee. The optionee shall have no rights as a
stockholder with respect to any Shares subject to an option until the date of
issuance of a stock certificate to the optionee for such Shares. No adjustment
shall be made for dividends or other rights of which the record date is prior to
the date such stock certificate is issued. Neither this Plan, nor any action or
agreement thereunder, shall confer any rights of employment, any rights to
election or retention as an officer or director, or any rights to serve as a
Consultant.

        7. Use of Proceeds. The proceeds from the sale of stock pursuant to
options granted under the Plan shall constitute general funds of the Company.

        8. Amendment of Plan. The Board of Directors may at any time amend the
Plan, provided that no amendment may affect any then outstanding options or any
unexercised portions thereof. In addition, any amendment to the Plan increasing
the number of Shares reserved under the Plan, altering the employees or class of
employee eligible to be granted incentive stock options under the Plan, causing
options granted to employees and intended to be incentive options under the Plan
not to qualify as "incentive stock options" under Section 422A of the Code, or
amending this Section 8 shall be subject to shareholder approval as shall any
amendment which would cause the Plan not to satisfy the conditions of Rule 16b-3
once the Company registers a class of equity securities pursuant to Section 12
of the Securities Exchange Act of 1934.

        9. Financial Information. Whenever the Company provides financial
statements, whether audited or unaudited, to all of its shareholders as a group,
the Company shall concurrently provide each optionee with a copy of such
financial statements. Notwithstanding the foregoing, the Company shall provide
each optionee at the end of its fiscal year with a copy of its financial
statements, either audited or unaudited, for such fiscal year, within ninety
(90) days after the end of such fiscal year if such person is then an optionee.
In connection with such provision, the Company may require the optionee to enter
into a nondisclosure agreement; provided, however, that such nondisclosure
agreement may not contain provisions which are more stringent than those the
Company imposes on its shareholders which are also receiving the financial
statements.

        10. Effective Date and Termination of Plan. This Plan was adopted by the
Board of Directors on ___________, 199___, and approved by the shareholders on
___________, 199___. The Board may terminate this Plan at any time. If not
earlier terminated, the Plan shall terminate on ___________, 2000. Termination
of the Plan will not affect rights and obligations theretofore granted and then
in effect.



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        This Plan, the granting of any option hereunder, and the issuance of
stock upon the exercise of any option, shall be subject to such approval or
other conditions as may be required or imposed by any regulatory authority
having jurisdiction to issue regulations or rules with respect thereto,
including the securities laws of various governmental entities.



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                        GAMMA PRECISION TECHNOLOGY, INC.
                        INCENTIVE STOCK OPTION AGREEMENT


GENERAL OPTION INFORMATION

NAME OF EMPLOYEE:               _________________________________

ADDRESS OF EMPLOYEE:            __________________________

                                __________________________

TOTAL NUMBER OF OPTION SHARES:  _______________

OPTION EXERCISE PRICE:          $_______ per share

DATE OF GRANT:                  ______________, 199__.

OPTION EXPIRATION DATE:         ______________, 19__ (the day after the
                                date ___ years from the Date of Grant).

EXERCISE SCHEDULE:

        Initially, none of the Option Shares shall be exercisable. ___% of the
        total number of Option Shares shall become exercisable on the first
        anniversary of _______________ 199__. An additional ___% of the total
        number of Option Shares shall become exercisable on each monthly
        anniversary thereafter until the Option is fully vested (so that all of
        the Option Shares will become exercisable on ______________, ____).

TERMS OF AGREEMENT

        This Incentive Stock Option Agreement (the "Agreement") is made and
entered into, as of the Date of Grant indicated above, between Gamma Precision
Technology, Inc., a California corporation (the "Company"), and the Employee
indicated above, pursuant to the Company's Stock Option Plan (the "Plan"), which
reserves for issuance to persons serving the Company and its Subsidiaries as
employees and consultants certain shares of the Company's no par value Common
Stock (hereinafter called the "Common Stock"). As used in this Agreement, the
term "Subsidiary" shall mean any present or future corporation which would be a
"subsidiary corporation" of the Company, as that term is defined in Sections
425(f) and (g) of the Internal Revenue Code of 1986 (the "Code").

        The Company desires to carry out the purposes of the Plan by affording
the Employee, who is an employee of the Company, an opportunity to purchase
shares of Common Stock by means of the grant of an incentive stock option, under
the terms and conditions of this Agreement. Accordingly, the Company and the
Employee agree as follows:


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        1. GRANT OF OPTION. THE COMPANY HEREBY GRANTS TO THE EMPLOYEE, SUBJECT
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE RIGHT AND OPTION (HEREINAFTER
CALLED THE "OPTION") TO PURCHASE ALL OR ANY PART OF THE TOTAL NUMBER OF OPTION
SHARES INDICATED IN THE GENERAL OPTION INFORMATION ABOVE (SUCH NUMBER BEING
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 7 OF THIS AGREEMENT AND REFERRED TO
IN THIS AGREEMENT AS THE "OPTION SHARES"). THE OPTION IS INTENDED TO QUALIFY AS
AN "INCENTIVE STOCK OPTION" WITHIN THE MEANING OF SECTION 422A OF THE CODE.

        2. PURCHASE PRICE. THE PURCHASE PRICE OF THE OPTION SHARES SHALL BE THE
OPTION EXERCISE PRICE INDICATED IN THE GENERAL OPTION INFORMATION ABOVE, WHICH
PRICE HAS BEEN DETERMINED BY THE STOCK OPTION COMMITTEE (THE "COMMITTEE")
APPOINTED BY THE BOARD OF DIRECTORS TO BE NOT LESS THAN THE FAIR MARKET VALUE OF
SAID SHARES AS OF THE DATE OF GRANT.

        3. TERMS OF OPTION. THE OPTION SHALL EXPIRE ON THE OPTION EXPIRATION
DATE, AND SHALL NOT BE EXERCISABLE ON OR AFTER THAT DATE, SUBJECT TO EARLIER
TERMINATION AS PROVIDED IN SECTIONS 5, 6, AND 7 HEREOF, OR WHEN ALL OF THE
OPTION SHARES HAVE BEEN ACQUIRED. SUBJECT TO THE PROVISIONS OF SECTION 8, THE
OPTION SHALL BECOME EXERCISABLE AS INDICATED IN THE EXERCISE SCHEDULE IN THE
GENERAL OPTION INFORMATION SECTION ABOVE. FRACTIONAL SHARES SHALL BE ROUNDED TO
THE NEAREST WHOLE SHARE. THE OPTION MY BE EXERCISED AS TO ANY OR ALL OF THE
AVAILABLE OPTION SHARES; PROVIDED, HOWEVER, THAT IF THE OPTION IS EXERCISED FOR
FEWER THAN ALL OF THE AVAILABLE OPTION SHARES, IT CAN-NOT BE EXERCISED FOR LESS
THAN TWENTY PERCENT (2O%) OF THE OPTION SHARES. THE PURCHASE PRICE OF THE SHARES
AS TO WHICH THE OPTION SHALL BE EXERCISED SHALL BE PAID IN FULL AT TIME OF
EXERCISE AS PROVIDED IN SECTION 8. EXCEPT AS PROVIDED IN SECTIONS 5 AND 6
HEREOF, THE OPTION MAY NOT BE EXERCISED AT ANY TIME UNLESS THE EMPLOYEE IS THEN
IN THE SERVICE OF THE COMPANY AND SHALL HAVE BEEN CONTINUOUSLY EMPLOYED BY THE
COMPANY OR A SUBSIDIARY SINCE THE DATE OF GRANT. THE EMPLOYEE SHALL NOT HAVE ANY
OF THE RIGHTS OF A SHAREHOLDER WITH RESPECT TO THE OPTION SHARES AS TO WHICH
THERE HAS BEEN NO EXERCISE OF THE OPTION.

        4. NONTRANSFERABILITY. THE OPTION SHALL NOT BE TRANSFERABLE OTHERWISE
THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION, AND THE OPTION MAY BE
EXERCISED, DURING THE LIFETIME OF THE EMPLOYEE, ONLY BY THE EMPLOYEE. MORE
PARTICULARLY (BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING), THE OPTION
MAY NOT BE ASSIGNED, TRANSFERRED (EXCEPT AS PROVIDED ABOVE), PLEDGED OR
HYPOTHECATED IN ANY WAY, SHALL NOT BE ASSIGNABLE BY OPERATION OF LAW AND SHALL
NOT BE SUBJECT TO EXECUTION, ATTACHMENT OR SIMILAR PROCESS. ANY ATTEMPTED
ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE OPTION
CONTRARY TO THE PROVISIONS HEREOF, AND THE LEVY OF ANY EXECUTION, ATTACHMENT OR
SIMILAR PROCESS UPON THE OPTION, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

        5. TERMINATION OF EMPLOYMENT. EXCEPT AS PROVIDED IN SECTION 6, IN THE
EVENT THAT THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AND


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ITS SUBSIDIARIES IS TERMINATED FOR ANY REASON, WITH OR WITHOUT CAUSE, AND
WHETHER AT THE INITIATIVE OF THE EMPLOYEE OR THE COMPANY, THE OPTION MAY BE
EXERCISED BY THE EMPLOYEE, TO THE EXTENT THAT THE EMPLOYEE SHALL HAVE BEEN
ENTITLED TO DO SO AT THE DATE OF SUCH TERMINATION, AT ANY TIME WITHIN THIRTY
(30) DAYS AFTER SUCH TERMINATION, BUT NOT ON OR AFTER THE OPTION EXPIRATION
DATE, ON WHICH DATE THE OPTION SHALL TERMINATE. NOTHING IN THIS AGREEMENT SHALL
CONFER UPON THE EMPLOYEE ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR
ANY SUCH SUBSIDIARY TO TERMINATE THE EMPLOYEE'S EMPLOYMENT AT ANY TIME.

        6. DEATH OR DISABILITY OF EMPLOYEE. IF PRIOR TO THE OPTION EXPIRATION
DATE THE EMPLOYEE SHALL DIE OR BECAME DISABLED WHILE EMPLOYED BY THE COMPANY OR
ONE OR MORE OF ITS SUBSIDIARIES OR WITHIN THIRTY (30) DAYS AFTER THE TERMINATION
OF SUCH EMPLOYMENT, THE OPTION MAY BE EXERCISED (TO THE EXTENT THAT THE EMPLOYEE
SHALL HAVE BEEN ENTITLED TO DO SO AT THE DATE OF THE EMPLOYEE'S DEATH OR
DISABILITY) BY THE EMPLOYEE (OR BY THE EMPLOYEE'S PERSONAL REPRESENTATIVES,
HEIRS OR LEGATEES) AT ANY TIME WITHIN ONE (1) YEAR AFTER HIS DEATH OR
DISABILITY, BUT NOT ON OR AFTER THE OPTION EXPIRATION DATE, ON WHICH DATE THE
OPTION SHALL TERMINATE. FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL BE
DEFINED AS THOSE CONDITIONS DESCRIBED IN CODE SECTION 22(e)(3), AND SUCH OTHER
CONDITIONS AS THE COMMITTEE MAY REASONABLY DETERMINE CONSTITUTE A DISABILITY.

        7. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE.

                1. STOCK SPLITS AND LIKE EVENTS. IF A STOCK DIVIDEND, STOCK
SPLIT OR REVERSE STOCK SPLIT, OR RECLASSIFICATION WERE TO OCCUR, THEN THE
AGGREGATE NUMBER AND/OR CLASS OF SHARES SUBJECT TO THIS OPTION AND THE EXERCISE
PRICE PRIOR TO SUCH OCCURRENCE SHALL BE APPROPRIATELY ADJUSTED BY THE COMMITTEE
IN ACCORDANCE WITH THE TERMS OF THE PLAN, AND SUCH ADJUSTMENT SHALL BE
CONCLUSIVE. SUCH ADJUSTMENT SHALL HAVE THE RESULT THAT IF THE EMPLOYEE WERE TO
EXERCISE A PORTION OF THE OPTION SUBSEQUENT TO SUCH OCCURRENCE, THEN EMPLOYEE
SHALL PAY THE SAME AGGREGATE EXERCISE PRICE TO EXERCISE SUCH PORTION OF THE
OPTION AND SHALL THEN HOLD THE SAME CLASS AND AGGREGATE NUMBER OF SHARES AS IF
THE EMPLOYEE HAD EXERCISED SUCH PORTION OF THE OPTION IMMEDIATELY PRIOR TO SUCH
OCCURRENCE.

                2. RECAPITALIZATION. IN THE EVENT OF (A) A DISSOLUTION,
LIQUIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY,
OR (B) A MERGER OR CONSOLIDATION IN WHICH THE COMPANY IS NOT THE SURVIVING
ENTITY, OR (C) A MERGER IN WHICH THE COMPANY IS THE SURVIVING ENTITY BUT THE
SHARES OF THE COMPANY'S COMMON STOCK OUTSTANDING IMMEDIATELY PRECEDING THE
MERGER ARE CONVERTED BY VIRTUE OF THE MERGER INTO OTHER SECURITIES, CASH, OR
OTHER PROPERTY, THEN, AT THE SOLE DISCRETION OF THE BOARD AND TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE OPTION:


<PAGE>   10

        (1) shall terminate upon such event and may be exercised prior thereto
        only to the extent the Option was then exercisable; or

        (2) shall terminate upon such event, or such date prior to the
        consummation of the event as the Board may determine, but shall become
        fully exercisable as to all shares upon the consummation of such event
        or on such date determined by the Board; or

        (3) shall continue in full force and effect and, if applicable, the
        surviving entity shall assume the Option and/or shall substitute a
        similar option for the Option; or

        (4) shall be treated as provided in the applicable agreement or plan of
        merger, consolidation, dissolution, liquidation, sale of assets or other
        similar agreement.

        8. METHOD OF EXERCISING OPTION; INVESTMENT REPRESENTATION. SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE OPTION MAY BE EXERCISED BY
WRITTEN NOTICE TO THE COMPANY AT ITS MAIN OFFICE. SUCH NOTICE SHALL BE IN A FORM
REASONABLY SATISFACTORY TO THE COMPANY AND SHALL STATE THE ELECTION TO EXERCISE
THE OPTION AND THE NUMBER OF SHARES IN RESPECT OF WHICH IT IS BEING EXERCISED
AND SHALL BE SIGNED BY THE PERSON OR PERSONS SO EXERCISING THE OPTION. SUCH
NOTICE SHALL BE ACCOMPANIED BY PAYMENT OF THE FULL PURCHASE PRICE OF SUCH SHARES
IN CASH OR BY CHECK. THE COMPANY SHALL DELIVER A CERTIFICATE OR CERTIFICATES
REPRESENTING SUCH SHARES AS SOON AS PRACTICABLE AFTER THE NOTICE SHALL BE
RECEIVED. THE CERTIFICATE OR CERTIFICATES FOR THE SHARES AS TO WHICH THE OPTION
SHALL HAVE BEEN SO EXERCISED SHALL BE REGISTERED IN THE NAME OF THE EMPLOYEE AND
SHALL BE DELIVERED AS PROVIDED ABOVE TO OR UPON THE WRITTEN ORDER OF THE PERSON
OR PERSONS EXERCISING THE OPTION. IN THE EVENT THE OPTION SHALL BE EXERCISED
PURSUANT TO SECTION 6 HEREOF AFTER THE DEATH OF THE EMPLOYEE, SUCH NOTICE SHALL
BE ACCOMPANIED BY APPROPRIATE PROOF OF THE RIGHT OF SUCH PERSON OR PERSONS TO
EXERCISE THE OPTION. ALL SHARES PURCHASED UPON THE EXERCISE OF THE OPTION AS
PROVIDED HEREIN SHALL BE FULLY PAID AND NONASSESSABLE.

                The shares purchasable upon the exercise of options granted
under the Plan have not been registered under the Federal Securities Act of 1933
(the "Act"), or qualified under the California Corporate Securities Law of 1968
(the "Law"). Therefore, unless the Option Shares are so registered and qualified
prior to Employee acquiring them by exercising the Option, the Option Shares
shall be subject to the following restrictions and all certificates representing
the Option Shares shall bear conspicuous legends containing said restrictions:

                THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED
                (THE "ACT") IN RELIANCE IN PART ON THE EXEMPTION PROVIDED BY
                RULE 701, OR QUALIFIED UNDER THE CALIFORNIA CORPORATE


<PAGE>   11

                SECURITIES LAW OF 1968 (THE "LAW"). THE SHARES HAVE BEEN
                ACQUIRED FOR INVESTMENT AND CONSTITUTE RESTRICTED SECURITIES FOR
                PURPOSES OF RULE 144. NEITHER SAID SHARES NOR ANY INTEREST
                THEREIN MAY BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN THE
                ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES
                UNDER THE ACT AND QUALIFICATION UNDER THE LAW, OR AN OPINION OF
                COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION
                AND QUALIFICATION ARE NOT REQUIRED AS TO SAID TRANSFER, SALE OR
                OFFER.

                Until registration of the Option Shares under the Act and
qualification under the Law, the notice of exercise shall require the Employee
to represent that the Employee is acquiring the Option Shares for the Employee's
own account, for investment, and not for purposes of resale or distribution and
each subsequent purchaser shall be required to so represent until such
registration. The Company may prohibit any sale or transfer of any interest in
the Option Shares by a person so representing for one year (or such longer time
as the Company reasonably deems appropriate) if such person cannot demonstrate
to the satisfaction of the Company that such sale or transfer was occasioned by
circumstances which had changed from the date such person made such
representation and that such representation was therefore truthful when made.

        9. DISPOSITION OF SHARES. THE EMPLOYEE AGREES TO NOTIFY THE COMPANY IN
WRITING OF ANY SALE OR TRANSFER OF ANY OPTION SHARES WHICH TAKES PLACE EITHER
WITHIN TWO YEARS FROM THE DATE OF GRANT OR WITHIN ONE YEAR FROM THE ISSUANCE OF
OPTION SHARES TO THE EMPLOYEE PURSUANT TO EXERCISE OF THE OPTION. SUCH NOTICE
SHALL BE GIVEN TO THE COMPANY WITHIN TEN (10) DAYS OF THE SALE OR TRANSFER AND
SHALL SET FORTH THE PRICE AND TERMS OF ANY SUCH SALE OR TRANSFER.

        10. RIGHT OF FIRST REFUSAL.

                1. INITIATION OF RIGHT OF FIRST REFUSAL. UNTIL A PUBLIC OFFERING
OF THE COMPANY'S COMMON STOCK HAS OCCURRED WITH PROCEEDS TO THE COMPANY OF AT
LEAST TEN MILLION DOLLARS ($10,000,000) AND A PER SHARE PRICE VALUING THE
COMPANY'S TOTAL OUTSTANDING COMMON STOCK AT AT LEAST FORTY-FIVE MILLION DOLLARS
($45,000,000), THE EMPLOYEE (WHICH FOR PURPOSES OF THIS SECTION 10 SHALL INCLUDE
THE EMPLOYEE'S HEIRS, EXECUTORS, ADMINISTRATORS AND TRANSFEREES, AND SHALL BE
REFERRED TO AS THE "SHAREHOLDER") SHALL NOT SELL PLEDGE, ASSIGN, OR OTHERWISE
TRANSFER ANY OF THE SHAREHOLDER'S INTEREST IN ANY OF THE OPTION SHARES ACQUIRED
UPON EXERCISE OF THE OPTION WITHOUT FIRST OFFERING TO THE COMPANY OR ITS
DESIGNEES THE RIGHT AND OPTION TO PURCHASE SAID SHARES AS PROVIDED HEREINAFTER
IN THIS SECTION 10 (THE "RIGHT OF FIRST REFUSAL"). NOTWITHSTANDING THE ABOVE,
THE EMPLOYEE MAY SELL OR TRANSFER ANY INTEREST IN ANY OF SAID OPTION SHARES TO
THE EMPLOYEE'S SPOUSE OR CHILDREN, OR TO A TRUSTEE OR CUSTODIAN FOR THE BENEFIT
OF THE EMPLOYEE OR EMPLOYEE'S SPOUSE OR CHILDREN (COLLECTIVELY,


<PAGE>   12

"PERMITTED TRANSFEREES") WITHOUT FIRST OFFERING SAID OPTION SHARES TO THE
COMPANY OR ITS DESIGNEES, PROVIDED SUCH BUYER OR TRANSFEREE AGREES IN WRITING TO
BE BOUND BY THE RESTRICTIONS SET FORTH IN THIS SECTION 10 AND SECTION 8 OF THIS
AGREEMENT.

                In the event of a pledge or other hypothecation of the Option
Shares, or the granting of any option or other right to purchase the Option
Shares, then the Right of First Refusal shall come into existence at the time of
any sale or transfer of ownership of the Option Shares pursuant to the
foreclosure under such pledge or hypothecation or exercise of such option or
right, as the case may be; provided, however, that Employee may not pledge or
hypothecate the Option Shares or grant an option or right to purchase the Option
Shares unless the pledge holder or option or right holder, as the case may be,
agrees in writing at the time of the pledge or grant of the option or right to
be bound by the Right of First Refusal as contained in this Section 10 and to
cause any proposed assignee or transferee of such pledge or right or option to
execute and deliver to the Company a similar writing prior to such assignment or
transfer.

                2. MECHANICS. ANY SHAREHOLDER DESIRING TO SELL ANY OR ALL OF THE
OPTION SHARES DURING SUCH TIME PERIOD SHALL GIVE WRITTEN NOTICE TO THE COMPANY
OF THE SHAREHOLDER'S BONA FIDE INTENTION TO SELL THE OPTION SHARES PURSUANT TO A
BONA FIDE WRITTEN OFFER OF A THIRD PARTY OTHER THAN THE COMPANY (THE "PROPOSED
PURCHASER"). THE NOTICE SHALL INCLUDE A PHOTOCOPY OF SUCH WRITTEN OFFER WHICH
SHALL SPECIFY THE IDENTITY OF THE PROPOSED PURCHASER, THE NUMBER OF SUCH OPTION
SHARES PROPOSED TO BE SOLD (HEREINAFTER THE "OFFERED SHARES"), AND THE PRICE AND
PAYMENT TERMS OF THE PROPOSED OFFER TO BUY THE OFFERED SHARES. THE PAYMENT TERMS
OF THE PROPOSED PURCHASER TO THE SHAREHOLDER (AND OF THE SHAREHOLDER TO THE
COMPANY) MUST BE CASH, CASH EQUIVALENT (A CERTIFICATE OF DEPOSIT, SHARES OF
STOCK IN A PUBLICLY TRADED COMPANY, AND THE LIKE), OR A PROMISSORY NOTE OF THE
PROPOSED PURCHASER PAYABLE ON date(s) SPECIFIED BY PASSAGE OF TIME. THE COMPANY
OR ITS DESIGNEES SHALL HAVE THE RIGHT AND OPTION TO PURCHASE THE OFFERED SHARES,
AT THE PRICE AND ON THE PAYMENT TERMS SPECIFIED IN THE SHAREHOLDER'S NOTICE, FOR
A PERIOD OF SIXTY (60) DAYS FROM RECEIPT OF SAID NOTICE FROM THE SHAREHOLDER.
THAT IS, SUCH NOTICE BY THE SHAREHOLDER CONSTITUTES AN IRREVOCABLE OFFER BY THE
SHAREHOLDER TO SELL THE OFFERED SHARES TO THE COMPANY OR ITS DESIGNEES AT THE
PRICE AND PAYMENT TERMS SPECIFIED IN SUCH NOTICE FOR SIXTY (60) DAYS FROM THE
COMPANY'S RECEIPT OF SUCH NOTICE.

                The Company shall exercise its option by giving written notice
(the "Original Notice") to the Shareholder stating that it is exercising its
option. The Company may not exercise the option as to fewer than all of the
Offered Shares. The Shareholder shall deliver certificates representing the
Offered Shares purchased by the Company or its designees against payment for the
account of the Shareholder of the purchase price in compliance with the terms of
the bona fide offer within thirty (30) days of the option exercise notice.


<PAGE>   13

                In the event both the Company and its designees fail to exercise
their option as provided in this section, the Offered Shares may be sold by the
Shareholder to the Proposed Purchaser within a period of sixty (60) days
following the end of the Company's sixty (60)-day option period specified above,
provided that (1) such sale is made at a price and on terms no more favorable to
the Proposed Purchaser than those made available to the Company and its
designees under this section, (2) the Proposed Purchaser delivers a written
undertaking to the Company to be bound by the restrictions on the Option Shares
set forth in this Section 10 and Section 8 of this Agreement, and (3) the
Company receives an opinion of counsel reasonably satisfactory to it that the
sale to the Proposed Purchaser complies with applicable federal and state
corporate securities laws.

                Upon receipt of a writing from Shareholder and Proposed
Purchaser that the foregoing conditions have been satisfied and the purchase
price paid to the Shareholder by the Proposed Purchasers, the Company shall
transfer the ownership of record to the Proposed Purchaser (and reissue the
certificate).

                If within this sixty (60)-day period the Shareholder does not
enter into an agreement for such a sale of Offered Shares to the Proposed
Purchaser which is consummated within thirty (30) days of the execution thereof,
the Right of First Refusal shall be revived as to the Offered Shares which shall
not be sold or transferred unless the Shareholder first offers the Company the
right and option to repurchase all such Option Shares in accordance with this
Section.

                Any transfer or purported transfer of the Option Shares or any
interest therein shall be null and void unless the terms and conditions of this
Section 10 are strictly observed and followed, or such terms and conditions are
waived by the Company's Board of Directors.

                In addition to the other legends described in this Agreement,
all certificates representing the Option Shares shall bear the following legend:

                THESE SHARES ARE ALSO SUBJECT TO CERTAIN TRANSFER RESTRICTIONS,
                INCLUDING A RIGHT OF FIRST REFUSAL, AS SET FORTH IN AN INCENTIVE
                STOCK OPTION AGREEMENT ON FILE WITH THE SECRETARY.

        11. NOTICES. ANY NOTICE REQUIRED TO BE GIVEN PURSUANT TO THIS AGREEMENT
SHALL BE DEEMED EFFECTIVELY GIVEN (i) TO THE COMPANY UPON PERSONAL DELIVERY TO
THE COMPANY'S PRESIDENT, OR THREE (3) DAYS AFTER IT IS DEPOSITED IN THE U.S.
MAIL, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID AND ADDRESSED TO THE
COMPANY AT IT PRINCIPAL EXECUTIVE OFFICE, ATTENTION: PRESIDENT, AND (ii) TO THE
EMPLOYEE UPON PERSONAL DELIVERY OR THREE (3) DAYS AFTER IT IS DEPOSITED IN THE
U.S. MAIL, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID AND ADDRESSED TO THE
EMPLOYEE AT HIS ADDRESS APPEARING IN THE GENERAL OPTION INFORMATION


<PAGE>   14

SECTION OF THIS AGREEMENT. EITHER PARTY MAY DESIGNATE ANOTHER ADDRESS FOR
PURPOSES OF RECEIVING NOTICES UNDER THIS AGREEMENT BY GIVING WRITTEN NOTICE TO
THE OTHER PARTY OF SUCH NEW ADDRESS IN ACCORDANCE WITH THIS SECTION.

        12. DELIVERY OF PLAN. THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS
RECEIVED FROM THE COMPANY A COPY OF THE PLAN PURSUANT TO WHICH THIS AGREEMENT IS
MADE AND ENTERED INTO.

        13. TAX ADVICE. THE EMPLOYEE REPRESENTS THAT HE HAS NOT RELIED UPON ANY
TAX ADVICE FROM THE COMPANY OR ITS COUNSEL WITH RESPECT TO THIS AGREEMENT.

        14. CONFIDENTIALITY AND FINANCIAL INFORMATION.

                1. CONFIDENTIALITY. THE COMPANY HAS A GENERAL POLICY OF
MAINTAINING THE CONFIDENTIALITY OF CERTAIN CORPORATE RECORDS. THE EMPLOYEE SHALL
BE SUBJECT TO SUCH POLICY AND ALL CERTIFICATES REPRESENTING THE OPTION SHARES
SHALL BEAR THE FOLLOWING LEGEND:

                THE HOLDER OF RECORD OF THESE SHARES, AND SUCH HOLDER'S AGENTS
                AND ATTORNEYS, MAY BE REQUIRED TO EXECUTE NONDISCLOSURE
                STATEMENTS PRIOR TO BEING PERMITTED TO INSPECT CERTAIN RECORDS
                OF THE COMPANY.

                2. FINANCIAL INFORMATION. WHENEVER THE COMPANY PROVIDES
FINANCIAL STATEMENTS, WHETHER AUDITED OR UNAUDITED, TO ALL OF ITS SHAREHOLDERS
AS A GROUP, THE COMPANY SHALL CONCURRENTLY PROVIDE THE EMPLOYEE WITH A COPY OF
SUCH FINANCIAL STATEMENTS. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL
PROVIDE THE EMPLOYEE AT THE END OF ITS FISCAL YEAR WITH A COPY OF ITS FINANCIAL
STATEMENTS, EITHER AUDITED OR UNAUDITED, FOR SUCH FISCAL YEAR, WITHIN NINETY
(90) DAYS AFTER THE END OF SUCH FISCAL YEAR, IF THIS OPTION IS THEN STILL IN
EFFECT.

                The Employee acknowledges that such financial statements are
confidential information of the Company and are being provided solely in order
to assist Employee in the decision of whether and when to exercise the Option.
The Employee agrees (1) to maintain the confidentiality of all such financial
statements and not to disclose the contents of such financial statements to any
third party without the prior written consent of an officer of the Company and
(2) not to use such financial statements for any other purpose.


<PAGE>   15

Authorized Signatures

        In order to bind the parties to the terms and conditions of this
Incentive Stock Option Agreement, the parties or their duly authorized
representatives have signed their names below.

GAMMA PRECISION TECHNOLOGY, INC. EMPLOYEE


By:_______________________               _________________________
   President                             Signature
<PAGE>   16
                                                            INITIAL OPTION GRANT

                       GASONICS INTERNATIONAL CORPORATION
                        AUTOMATIC STOCK OPTION AGREEMENT
                        --------------------------------

RECITALS
--------

        A. The Corporation has approved an automatic option grant program under
the 1994 Stock Option/Stock Issuance Plan (the "Plan"), pursuant to which
special option grants are to be made to eligible members of the Corporation's
Board of Directors (the "Board") at specified intervals over their period of
Board service in order to encourage such individuals to remain in the
Corporation's service.

        B. Optionee is an eligible Board member and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the automatic grant of a stock option to purchase shares of the
Corporation's common stock ("Common Stock") under the Plan.

        C. The granted option is intended to be a non-statutory option which
does NOT meet the requirements of Section 422 of the Internal Revenue Code and
is designed to provide Optionee with a meaningful incentive to continue to serve
as a member of the Board.

                NOW, THEREFORE, it is hereby agreed as follows:

                1. GRANT OF OPTION. Subject to and upon the terms and conditions
set forth in this Agreement, there is hereby granted to Optionee, as of the date
of grant (the "Grant Date") specified in the accompanying Notice of Grant of
Automatic Stock Option (the "Grant Notice"), a stock option to purchase up to
that number of shares of Common Stock (the "Option Shares") as is specified in
the Grant Notice. The Option Shares shall be purchasable from time to time
during the option term at the price per share (the "Exercise Price") specified
in the Grant Notice.

                2. OPTION TERM. This option shall have a maximum term of ten
(10) years measured from the Grant Date and shall expire at the close of
business on the Expiration Date specified in the Grant Notice, unless sooner
terminated under Paragraph 5, 7 or 8.

                3. LIMITED TRANSFERABILITY. This option, together with the
special stock appreciation right provided under Paragraph 8.b, shall be neither
transferable nor assignable by Optionee, other than a transfer of this option
effected by will or by the laws of descent and distribution following Optionee's
death, and may be exercised, during Optionee's lifetime, only by Optionee.

                4. EXERCISABILITY. This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for such installments, those installments shall
accumulate and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5, 7 or 8.

                5. CESSATION OF BOARD SERVICE. Should Optionee's service as a
Board member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to remain
outstanding) prior to the Expiration Date in accordance with the following
provisions:

                        a. Should the Optionee cease to serve as a Board member
        for any reason (other than death or permanent disability) prior to the
        fourth anniversary of the Grant Date, then the Optionee shall have a
        period of twelve (12) months measured from the date of such cessation of
        Board service (the "Post-Service Exercise Period") in which to exercise
        this option for any or all of the Option Shares for which the option is
        exercisable at the time of such cessation of Board service. In addition,
        the option shall become exercisable for an additional twenty-five
        percent (25%) of the Option Shares on the next anniversary of the Grant
        Date following the Optionee's cessation of Board service and shall
        remain so exercisable until the expiration date of the Post-Service
        Exercise Period.

                        b. Should the Optionee cease Board service for any
        reason on or after the fourth anniversary of the Grant Date, then the
        Optionee may at any time during the Post-Service Exercise Period
        exercise this option for any or all of the Option Shares for which this
        option is exercisable at the time of such cessation of Board service.

                        c. This option shall, immediately upon the Optionee's
        cessation of Board service for any reason (other than death or permanent
        disability), terminate and cease to be outstanding with respect to any
        and all Option Shares for which this option is not otherwise at that
        time exercisable or for which it is not otherwise to become exercisable
        in accordance with clause a. of this Paragraph 5.

                        d. Should the Optionee die after his or her cessation of
        Board service but while this option still remains outstanding, then the
        personal representative of the Optionee's estate or the person or
        persons to whom the option is transferred pursuant to the Optionee's
        will or in accordance with the laws of descent and distribution shall
        have the remainder of the Post-Service Exercise Period in which to
        exercise this option in accordance with the parameters established for
        the Optionee in clauses a. through c. of this Paragraph 5.

                                       2.
<PAGE>   17

                        e. Should Optionee cease to serve as a Board member by
        reason of death or permanent disability while this option remains
        outstanding, then this option shall immediately accelerate and become
        exercisable for all of the Option Shares at the time subject to this
        option, and the Optionee (or the personal representative of the
        Optionee's estate or by the person or persons to whom this option is
        transferred pursuant to the Optionee's will or in accordance with the
        laws of descent and distribution) shall have a twelve (12)-month period
        following the date of such cessation of Board service in which to
        exercise this option for any or all of those Option Shares.

                        f. In no event shall this option remain exercisable
        after the specified Expiration Date of the ten (10)-year option term.
        Upon the expiration of the applicable post-service exercise period under
        this Paragraph 5 or (if earlier) upon the expiration of the ten
        (10)-year option term, this option shall terminate and cease to be
        outstanding with respect to any vested Option Shares for which this
        option has not otherwise been exercised.

                        g. Optionee shall be deemed to be PERMANENTLY DISABLED
        if Optionee is unable to engage in any substantial gainful activity by
        reason of any medically determinable physical or mental impairment
        expected to result in death or to be of continuous duration of twelve
        (12) months or more.

                6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
Common Stock issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting such Common Stock as a class without the Corporation's receipt
of consideration, then the number and class of securities purchasable under this
option and the Exercise Price payable per share shall be appropriately adjusted
to prevent the dilution or enlargement of Optionee's rights hereunder; provided,
however, the aggregate Exercise Price shall remain the same.

                7. CORPORATE TRANSACTION.

                        a. In the event of any of the following
stockholder-approved transactions to which the Corporation is a party (a
"Corporate Transaction"):

                        a. a merger or consolidation in which the Corporation is
        not the surviving entity, except for a transaction the principal purpose
        of which is to change the state in which the Corporation is
        incorporated,

                        b. the sale, transfer or other disposition of all or
        substantially all of the assets of the Corporation in complete
        liquidation or dissolution of the Corporation, or



                                       3.
<PAGE>   18

                        c. any reverse merger in which the Corporation is the
        surviving entity but in which securities possessing more than fifty
        percent (50%) of the total combined voting power of the Corporation's
        outstanding securities are transferred to a person or persons different
        from the persons holding those securities immediately prior to such
        merger,

                this option, to the extent outstanding at such time but not
otherwise fully exercisable, shall automatically accelerate so that this option
shall, immediately prior to the effective date of the Corporate Transaction,
become exercisable for all of the Option Shares at the time subject to this
option and may be exercised for any or all of those Option Shares as
fully-vested shares of Common Stock. Immediately following the consummation of
the Corporate Transaction, this option shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

                b. If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply and pertain to the number and class of
securities which would have been issued to the Optionee, in consummation of such
Corporate Transaction, had this option been exercised option immediately prior
to such Corporate Transaction. Appropriate adjustments shall also be made to the
Exercise Price payable per share; provided, however, the aggregate Exercise
Price payable for such securities shall remain the same.

                8. CHANGE IN CONTROL/HOSTILE TAKEOVER.

                a. In the event of a Change in Control (as defined below), the
exercisability of this option, to the extent outstanding at such time but not
otherwise fully exercisable, shall automatically accelerate so that this option
shall, immediately prior to the effective date of the Change in Control, become
exercisable for all of the Option Shares at the time subject to this option and
may be exercised for any or all of those Option Shares as fully-vested shares of
Common Stock. This option shall remain exercisable for such fully-vested Option
Shares until the EARLIEST to occur of (i) the specified Expiration Date of the
option term, (ii) the sooner termination of this option in accordance with
Paragraph 5 or 7 or (iii) the surrender of this option under Paragraph 8.b.

                b. Provided this option has been outstanding for at least six
(6) months prior to the occurrence of a Hostile Take-Over (as defined below),
Optionee shall have an unconditional right (exercisable during the thirty
(30)-day period immediately following the consummation of such Hostile
Take-Over) to surrender this option to the Corporation in exchange for a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the Option Shares at the time subject to the surrendered
option (whether or not this option is at the time exercisable for those Option
Shares) over (ii) the aggregate Exercise Price payable for such shares.



                                       4.
<PAGE>   19

                To exercise this limited stock appreciation right, Optionee
must, during the applicable thirty (30)-day exercise period, provide the
Corporation with written notice of the option surrender in which there is
specified the number of Option Shares as to which the Option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) days following such
delivery date, and neither the approval of the Plan Administrator nor the
consent of the Board shall be required in connection with the option surrender
and cash distribution. Upon receipt of such cash distribution, this option shall
be cancelled with respect to the shares subject to the surrendered option (or
the surrendered portion), and Optionee shall cease to have any further right to
acquire those Option Shares under this Agreement. However, should this option be
surrendered for only a portion of the Option Shares at the time subject to the
option, a new stock option agreement (substantially in the form of this
Agreement) shall be issued by the Corporation for the balance of the Option
Shares for which this option is not surrendered.

                This limited stock appreciation right shall in all events
terminate upon the expiration or sooner termination of the option term and may
not be assigned or transferred by Optionee.

                c. DEFINITIONS: For purposes of this Agreement, the following
definitions shall be in effect:

                A CHANGE IN CONTROL shall be deemed to occur in the event:

                        - any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934 (the "1934 Act")) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept, or

                        - there is a change in the composition of the Board over
a period of thirty-six (36) consecutive months or less such that a majority of
the Board members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (i) have been Board
members continuously since the beginning of such period or (ii) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (i) who were still in
office at the time such election or nomination was approved by the Board.

                A HOSTILE TAKE-OVER shall be deemed to occur in the event (i)
any person or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities



                                       5.
<PAGE>   20

possessing more than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board does not
recommend such stockholders to accept AND (ii) more than fifty percent (50%) of
the securities so acquired in such tender or exchange offer are accepted from
holders other than the officers and directors of the Corporation subject to the
short-swing profit restrictions of Section 16 of the 1934 Act.

                The TAKE-OVER PRICE per share shall be deemed to be equal to the
GREATER of (i) the Fair Market Value per share of Common Stock on the date the
option is surrendered to the Corporation in connection with a Hostile Take-Over,
as determined in accordance with the valuation provisions of Paragraph 9.b, or
(ii) the highest reported price per share of Common Stock paid by the tender
offeror in effecting the Hostile Take-Over.

                9. MANNER OF EXERCISING OPTION

                        a. In order to exercise this option for all or any part
of the Option Shares for which the option is at the time exercisable, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:

                        (1) Execute and deliver to the Corporation an exercise
        notice ("Notice of Exercise") for the Option Shares for which the option
        is exercised.

                        (2) Pay the aggregate Exercise Price for the purchased
        shares in one of the following alternative forms:

                            (a) full payment in cash or check made payable to
                the Corporation's order;

                            (b) full payment in shares of Common Stock held by
                Optionee for the requisite period necessary to avoid a charge to
                the Corporation's earnings for financial reporting purposes and
                valued at Fair Market Value on the Exercise Date (as defined
                below);

                            (c) full payment in a combination of shares of
                Common Stock held for the requisite period necessary to avoid a
                charge to the Corporation's earnings for financial reporting
                purposes and valued at Fair Market Value on the Exercise Date
                and cash or check made payable to the Corporation's order; or

                            (d) full payment effected through a broker-dealer
                sale and remittance procedure pursuant to which Optionee shall
                provide concurrent irrevocable written instructions (i) to a
                Corporation-designated brokerage firm to effect the immediate
                sale of the shares purchased under



                                       6.
<PAGE>   21

                the option and remit to the Corporation, out of the sale
                proceeds available on the settlement date, sufficient funds to
                cover the aggregate Exercise Price payable for those shares and
                (ii) to the Corporation to deliver the certificates for the
                purchased shares directly to such brokerage firm in order to
                complete the sale.

                        (3) Appropriate documentation evidencing the right to
        exercise this option shall be furnished the Corporation if the person or
        persons exercising the option is other than Optionee.

                b. For purposes of subparagraph 9.a. above and for all other
valuation purposes under this Agreement, the Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with the
following provisions:

                        (1) If the Common Stock is not at the time listed or
        admitted to trading on any national securities exchange but is traded on
        the Nasdaq National Market, the Fair Market Value shall be the closing
        selling price per share on the date in question, as such price is
        reported by the National Association of Securities Dealers on the Nasdaq
        National Market or any successor system. If there is no reported closing
        selling price for the Common Stock on the date in question, then the
        closing selling price on the last preceding date for which such
        quotation exists shall be determinative of Fair Market Value.

                        (2) If the Common Stock is at the time listed or
        admitted to trading on any national securities exchange, then the Fair
        Market Value shall be the closing selling price per share on the date in
        question on the securities exchange determined by the Plan Administrator
        to be the primary market for the Common Stock, as such price is
        officially quoted in the composite tape of transactions on such
        exchange. If there is no reported sale of Common Stock on such exchange
        on the date in question, then the Fair Market Value shall be the closing
        selling price on the exchange on the last preceding date for which such
        quotation exists.

                c. The Exercise Date shall be the date on which the Exercise
Notice is delivered to the Secretary of the Corporation. Except to the extent
the sale and remittance procedure specified above is utilized in connection with
the exercise of the option, payment of the Exercise Price for the purchased
shares must accompany such notice.

                d. As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or other person or persons exercising
this option) a certificate or certificates representing the purchased Option
Shares.

                e. In no event may this option be exercised for any fractional
share.



                                       7.
<PAGE>   22

                10. STOCKHOLDER RIGHTS. The holder of this option shall not have
any of the rights of a stockholder with respect to the Option Shares until such
individual shall have exercised this option and paid the Exercise Price for the
purchased shares.

                11. NO IMPAIRMENT OF RIGHTS. This Agreement shall not in any way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. Nor shall this Agreement in any way be construed or
interpreted so as to affect adversely or otherwise impair the right of the
Corporation or the stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

                12. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this
option and the issuance of the Option Shares upon such exercise shall be subject
to compliance by the Corporation and Optionee with all applicable requirements
of law relating thereto and with all applicable regulations of any securities
exchange on which shares of the Common Stock may be listed at the time of such
exercise and issuance.

                13. SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraph 3 or 7, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the Corporation's successors
and assigns.

                14. DISCHARGE OF LIABILITY. The inability of the Corporation to
obtain approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of any Common Stock
pursuant to this option shall relieve the Corporation of any liability with
respect to the non-issuance or sale of the Common Stock as to which such
approval shall not have been obtained. However, the Corporation shall use its
best efforts to obtain all such applicable approvals.

                15. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Corporate Secretary at the Corporate Offices
at 2730 Junction Avenue, San Jose, CA 95134. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

                16. CONSTRUCTION/GOVERNING LAW. This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and provisions of the Plan,
including the automatic option grant provisions of Article Three of the Plan.
The interpretation, performance and enforcement of this Agreement



                                       8.
<PAGE>   23

shall be governed by the laws of the State of California without resort to
that State's conflict-of-laws provisions.

                17. STOCKHOLDER APPROVAL. This option may not be exercised in
whole or in part at any time prior to the approval of the July 19, 1995
restatement of the Plan by the Corporation's stockholders. Should such
stockholder approval not be obtained at the 1996 Annual Stockholders Meeting,
this option shall terminate and cease to remain outstanding without ever
becoming exercisable for any of the Option Shares.



                                       9.
<PAGE>   24

                                    EXHIBIT I
                                    ---------

                              NOTICE OF EXERCISE OF
                             AUTOMATIC STOCK OPTION
                             ----------------------

                I hereby notify GaSonics International Corporation (the
"Corporation") that I elect to purchase _______________ shares of the
Corporation's Common Stock (the "Purchased Shares") at the option exercise price
of $ ______ per share (the "Exercise Price") pursuant to that certain option
(the "Option") granted to me under the Corporation's 1994 Stock Option/Stock
Issuance Plan on _______________ to purchase up to __ shares of the
Corporation's Common Stock.

                Concurrently with the delivery of this Exercise Notice to the
Secretary of the Corporation, I shall hereby pay to the Corporation the Exercise
Price for the Purchased Shares in accordance with the provisions of my agreement
with the Corporation evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise.
Alternatively, I may utilize the special broker/dealer sale and remittance
procedure specified in my agreement to effect payment of the Exercise Price for
any Purchased Shares.



------------------------               -----------------------------------------
Date                                Optionee

                                       Address:
                                                --------------------------------

                                       -----------------------------------------

Print name in exact manner
it is to appear on the
stock certificate:                     -----------------------------------------


Address to which certificate
is to be sent, if different
from address above:                    -----------------------------------------

                                       -----------------------------------------
Social Security Number:
                                       -----------------------------------------



<PAGE>   25
                                                             ANNUAL OPTION GRANT

                       GASONICS INTERNATIONAL CORPORATION
                        AUTOMATIC STOCK OPTION AGREEMENT
                        --------------------------------

RECITALS
--------

        A. The Corporation has approved an automatic option grant program under
the 1994 Stock Option/Stock Issuance Plan (the "Plan"), pursuant to which
special option grants are to be made to eligible members of the Corporation's
Board of Directors (the "Board") at specified intervals over their period of
Board service in order to encourage such individuals to remain in the
Corporation's service.

        B. Optionee is an eligible Board member and this Agreement is executed
pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the automatic grant of a stock option to purchase shares of the
Corporation's common stock ("Common Stock") under the Plan.

        C. The granted option is intended to be a non-statutory option which
does NOT meet the requirements of Section 422 of the Internal Revenue Code and
is designed to provide Optionee with a meaningful incentive to continue to serve
as a member of the Board.

                NOW, THEREFORE, it is hereby agreed as follows:

                1. GRANT OF OPTION. Subject to and upon the terms and conditions
set forth in this Agreement, there is hereby granted to Optionee, as of the date
of grant (the "Grant Date") specified in the accompanying Notice of Grant of
Automatic Stock Option (the "Grant Notice"), a stock option to purchase up to
that number of shares of Common Stock (the "Option Shares") as is specified in
the Grant Notice. The Option Shares shall be purchasable from time to time
during the option term at the price per share (the "Exercise Price") specified
in the Grant Notice.

                2. OPTION TERM. This option shall have a maximum term of ten
(10) years measured from the Grant Date and shall expire at the close of
business on the Expiration Date specified in the Grant Notice, unless sooner
terminated under Paragraph 5, 7 or 8.

                3. LIMITED TRANSFERABILITY. This option, together with the
special stock appreciation right provided under Paragraph 8.b, shall be neither
transferable nor assignable by Optionee, other than a transfer of this option
effected by will or by the laws of descent and distribution following Optionee's
death, and may be exercised, during Optionee's lifetime, only by Optionee.

                4. EXERCISABILITY. This option shall become exercisable for the
Option Shares in one or more installments as specified in the Grant Notice. As
the option becomes exercisable for such installments, those installments shall
accumulate and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5, 7 or 8.

                5. CESSATION OF BOARD SERVICE. Should Optionee's service as a
Board member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to remain
outstanding) prior to the Expiration Date in accordance with the following
provisions:

                        a. Should the Optionee cease to serve as a Board member
        for any reason (other than death or permanent disability) prior to the
        first anniversary of the Grant Date, then this option shall nevertheless
        become exercisable for all of the Option Shares on the first anniversary
        of the Grant Date and shall remain exercisable for any or all of those
        Option Shares until the expiration date of the twelve (12)-month period
        measured from the date of the Optionee's cessation of Board service.

                        b. Should the Optionee cease Board service on or after
        the first anniversary of the Grant Date, then the Optionee shall have a
        twelve (12)-month period measured from the date of such cessation of
        Board service (the "Post-Service Exercise Period") in which to exercise
        this option for any or all of the Option Shares at the time subject to
        this option.

                        c. Should the Optionee die after his or her cessation of
        Board service but while this option remains outstanding, then the
        personal representative of the Optionee's estate or the person or
        persons to whom the option is transferred pursuant to the Optionee's
        will or in accordance with the laws of descent and distribution shall
        have the remainder of the applicable Post-Service Exercise Period in
        which to exercise this option in accordance with the parameters
        established for the Optionee in clauses a. and b. of this Paragraph 5.

                        d. Should Optionee cease to serve as a Board member by
        reason of death or permanent disability while this option remains
        outstanding, then this option shall immediately accelerate and become
        exercisable for all of the Option Shares at the time subject to this
        option, and the Optionee (or the personal representative of the
        Optionee's estate or by the person or persons to whom this option is
        transferred pursuant to the Optionee's will or in accordance with the
        laws of descent and distribution) shall have a twelve (12)-month period
        following the date of such cessation of Board service in which to
        exercise this option for any or all of those Option Shares.

                                       2.
<PAGE>   26

                        e. In no event shall this option remain exercisable
        after the specified Expiration Date of the ten (10)-year option term.
        Upon the expiration of the applicable post-service exercise period under
        this Paragraph 5 or (if earlier) upon the expiration of the ten
        (10)-year option term, this option shall terminate and cease to be
        outstanding with respect to any vested Option Shares for which this
        option has not otherwise been exercised.

                        f. Optionee shall be deemed to be PERMANENTLY DISABLED
        if Optionee is unable to engage in any substantial gainful activity by
        reason of any medically determinable physical or mental impairment
        expected to result in death or to be of continuous duration of twelve
        (12) months or more.

                6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
Common Stock issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting such Common Stock as a class without the Corporation's receipt
of consideration, then the number and class of securities purchasable under this
option and the Exercise Price payable per share shall be appropriately adjusted
to prevent the dilution or enlargement of Optionee's rights hereunder; provided,
however, the aggregate Exercise Price shall remain the same.

                7. CORPORATE TRANSACTION.

                        a. In the event of any of the following
stockholder-approved transactions to which the Corporation is a party (a
"Corporate Transaction"):

                        a. a merger or consolidation in which the Corporation is
        not the surviving entity, except for a transaction the principal purpose
        of which is to change the state in which the Corporation is
        incorporated,

                        b. the sale, transfer or other disposition of all or
        substantially all of the assets of the Corporation in complete
        liquidation or dissolution of the Corporation, or

                        c. any reverse merger in which the Corporation is the
        surviving entity but in which securities possessing more than fifty
        percent (50%) of the total combined voting power of the Corporation's
        outstanding securities are transferred to a person or persons different
        from the persons holding those securities immediately prior to such
        merger,

                this option, to the extent outstanding at such time but not
otherwise fully exercisable, shall automatically accelerate so that this option
shall, immediately prior to the effective date of the Corporate Transaction,
become exercisable for all of the Option Shares at the time subject to this
option and may be exercised for any or all of those Option Shares as
fully-vested shares of Common Stock. Immediately following the consummation of
the Corporate



                                       3.
<PAGE>   27

Transaction, this option shall terminate and cease to be outstanding, except to
the extent assumed by the successor corporation (or parent thereof).

                b. If this option is assumed in connection with a Corporate
Transaction, then this option shall be appropriately adjusted, immediately after
such Corporate Transaction, to apply and pertain to the number and class of
securities which would have been issued to the Optionee, in consummation of such
Corporate Transaction, had this option been exercised option immediately prior
to such Corporate Transaction. Appropriate adjustments shall also be made to the
Exercise Price payable per share; provided, however, the aggregate Exercise
Price payable for such securities shall remain the same.

                8. CHANGE IN CONTROL/HOSTILE TAKEOVER.

                        a. In the event of a Change in Control (as defined
below), the exercisability of this option, to the extent outstanding at such
time but not otherwise fully exercisable, shall automatically accelerate so that
this option shall, immediately prior to the effective date of the Change in
Control, become exercisable for all of the Option Shares at the time subject to
this option and may be exercised for any or all of those Option Shares as
fully-vested shares of Common Stock. This option shall remain exercisable for
such fully-vested Option Shares until the EARLIEST to occur of (i) the specified
Expiration Date of the option term, (ii) the sooner termination of this option
in accordance with Paragraph 5 or 7 or (iii) the surrender of this option under
Paragraph 8.b.

                        b. Provided this option has been outstanding for at
least six (6) months prior to the occurrence of a Hostile Take-Over (as defined
below), Optionee shall have an unconditional right (exercisable during the
thirty (30)-day period immediately following the consummation of such Hostile
Take-Over) to surrender this option to the Corporation in exchange for a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the Option Shares at the time subject to the surrendered
option (whether or not this option is at the time exercisable for those Option
Shares) over (ii) the aggregate Exercise Price payable for such shares.

                        To exercise this limited stock appreciation right,
Optionee must, during the applicable thirty (30)-day exercise period, provide
the Corporation with written notice of the option surrender in which there is
specified the number of Option Shares as to which the Option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) days following such
delivery date, and neither the approval of the Plan Administrator nor the
consent of the Board shall be required in connection with the option surrender
and cash distribution. Upon receipt of such cash distribution, this option shall
be cancelled with respect to the shares subject to the surrendered option (or
the surrendered portion), and Optionee shall cease to have any further right to
acquire those Option Shares under this Agreement. However, should this option be
surrendered for only a portion of the Option Shares at the time subject to the
option, a new stock option agreement (substantially



                                       4.
<PAGE>   28

in the form of this Agreement) shall be issued by the Corporation for the
balance of the Option Shares for which this option is not surrendered.

                This limited stock appreciation right shall in all events
terminate upon the expiration or sooner termination of the option term and may
not be assigned or transferred by Optionee.

                c. DEFINITIONS: For purposes of this Agreement, the following
definitions shall be in effect:

                A CHANGE IN CONTROL shall be deemed to occur in the event:

                        - any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934 (the "1934 Act")) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation's stockholders which the Board does not recommend such
stockholders to accept, or

                        - there is a change in the composition of the Board over
a period of thirty-six (36) consecutive months or less such that a majority of
the Board members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (i) have been Board
members continuously since the beginning of such period or (ii) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (i) who were still in
office at the time such election or nomination was approved by the Board.

                        A HOSTILE TAKE-OVER shall be deemed to occur in the
event (i) any person or related group of persons (other than the Corporation or
a person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Corporation's outstanding securities pursuant to a tender or exchange offer
made directly to the Corporation's stockholders which the Board does not
recommend such stockholders to accept AND (ii) more than fifty percent (50%) of
the securities so acquired in such tender or exchange offer are accepted from
holders other than the officers and directors of the Corporation subject to the
short-swing profit restrictions of Section 16 of the 1934 Act.

                        The TAKE-OVER PRICE per share shall be deemed to be
equal to the GREATER of (i) the Fair Market Value per share of Common Stock on
the date the option is surrendered to the Corporation in connection with a
Hostile Take-Over, as determined in accordance with the valuation provisions of
Paragraph 9.b, or (ii) the highest reported price per share of Common Stock paid
by the tender offeror in effecting the Hostile Take-Over.



                                       5.
<PAGE>   29

                9. MANNER OF EXERCISING OPTION

                        a. In order to exercise this option for all or any part
of the Option Shares for which the option is at the time exercisable, Optionee
(or in the case of exercise after Optionee's death, Optionee's executor,
administrator, heir or legatee, as the case may be) must take the following
actions:

                        (1) Execute and deliver to the Corporation an exercise
        notice ("Notice of Exercise") for the Option Shares for which the option
        is exercised.

                        (2) Pay the aggregate Exercise Price for the purchased
        shares in one of the following alternative forms:

                            (a) full payment in cash or check made payable to
                the Corporation's order;

                            (b) full payment in shares of Common Stock held by
                Optionee for the requisite period necessary to avoid a charge to
                the Corporation's earnings for financial reporting purposes and
                valued at Fair Market Value on the Exercise Date (as defined
                below);

                            (c) full payment in a combination of shares of
                Common Stock held for the requisite period necessary to avoid a
                charge to the Corporation's earnings for financial reporting
                purposes and valued at Fair Market Value on the Exercise Date
                and cash or check made payable to the Corporation's order; or

                            (d) full payment effected through a broker-dealer
                sale and remittance procedure pursuant to which Optionee shall
                provide concurrent irrevocable written instructions (i) to a
                Corporation-designated brokerage firm to effect the immediate
                sale of the shares purchased under the option and remit to the
                Corporation, out of the sale proceeds available on the
                settlement date, sufficient funds to cover the aggregate
                Exercise Price payable for those shares and (ii) to the
                Corporation to deliver the certificates for the purchased shares
                directly to such brokerage firm in order to complete the sale.

                        (3) Appropriate documentation evidencing the right to
        exercise this option shall be furnished the Corporation if the person or
        persons exercising the option is other than Optionee.

                b. For purposes of subparagraph 9.a. above and for all other
valuation purposes under this Agreement, the Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with the
following provisions:



                                       6.
<PAGE>   30

                        (1) If the Common Stock is not at the time listed or
        admitted to trading on any national securities exchange but is traded on
        the Nasdaq National Market, the Fair Market Value shall be the closing
        selling price per share on the date in question, as such price is
        reported by the National Association of Securities Dealers on the Nasdaq
        National Market or any successor system. If there is no reported closing
        selling price for the Common Stock on the date in question, then the
        closing selling price on the last preceding date for which such
        quotation exists shall be determinative of Fair Market Value.

                        (2) If the Common Stock is at the time listed or
        admitted to trading on any national securities exchange, then the Fair
        Market Value shall be the closing selling price per share on the date in
        question on the securities exchange determined by the Plan Administrator
        to be the primary market for the Common Stock, as such price is
        officially quoted in the composite tape of transactions on such
        exchange. If there is no reported sale of Common Stock on such exchange
        on the date in question, then the Fair Market Value shall be the closing
        selling price on the exchange on the last preceding date for which such
        quotation exists.

                c. The Exercise Date shall be the date on which the Exercise
Notice is delivered to the Secretary of the Corporation. Except to the extent
the sale and remittance procedure specified above is utilized in connection with
the exercise of the option, payment of the Exercise Price for the purchased
shares must accompany such notice.

                d. As soon as practical after the Exercise Date, the Corporation
shall issue to or on behalf of Optionee (or other person or persons exercising
this option) a certificate or certificates representing the purchased Option
Shares.

                e. In no event may this option be exercised for any fractional
share.

            10. STOCKHOLDER RIGHTS. The holder of this option shall not have any
of the rights of a stockholder with respect to the Option Shares until such
individual shall have exercised this option and paid the Exercise Price for the
purchased shares.

            11. NO IMPAIRMENT OF RIGHTS. This Agreement shall not in any way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. Nor shall this Agreement in any way be construed or
interpreted so as to affect adversely or otherwise impair the right of the
Corporation or the stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

            12. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this
option and the issuance of the Option Shares upon such exercise shall be subject
to compliance by the Corporation and Optionee with all applicable requirements
of law relating thereto and with all



                                       7.
<PAGE>   31

applicable regulations of any securities exchange on which shares of the Common
Stock may be listed at the time of such exercise and issuance.

                13. SUCCESSORS AND ASSIGNS. Except to the extent otherwise
provided in Paragraph 3 or 7, the provisions of this Agreement shall inure to
the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of Optionee and the Corporation's successors
and assigns.

                14. DISCHARGE OF LIABILITY. The inability of the Corporation to
obtain approval from any regulatory body having authority deemed by the
Corporation to be necessary to the lawful issuance and sale of any Common Stock
pursuant to this option shall relieve the Corporation of any liability with
respect to the non-issuance or sale of the Common Stock as to which such
approval shall not have been obtained. However, the Corporation shall use its
best efforts to obtain all such applicable approvals.

                15. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation in care of the Corporate Secretary at the Corporate Offices
at 2730 Junction Avenue, San Jose, CA 95134. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee's signature line on the Grant Notice. All
notices shall be deemed to have been given or delivered upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

                16. CONSTRUCTION/GOVERNING LAW. This Agreement and the option
evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and provisions of the Plan,
including the automatic option grant provisions of Article Three of the Plan.
The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of the State of California without resort to that State's
conflict-of-laws provisions.

                17. STOCKHOLDER APPROVAL. This option may not be exercised in
whole or in part at any time prior to the approval of the July 19, 1995
restatement of the Plan by the Corporation's stockholders. Should such
stockholder approval not be obtained at the 1996 Annual Stockholders Meeting,
this option shall terminate and cease to remain outstanding without ever
becoming exercisable for any of the Option Shares.



                                       8.
<PAGE>   32

                                    EXHIBIT I
                                    ---------

                              NOTICE OF EXERCISE OF
                             AUTOMATIC STOCK OPTION
                             ----------------------

                I hereby notify GaSonics International Corporation (the
"Corporation") that I elect to purchase _____ shares of the Corporation's Common
Stock (the "Purchased Shares") at the option exercise price of $_____ per share
(the "Exercise Price") pursuant to that certain option (the "Option") granted to
me under the Corporation's 1994 Stock Option/Stock Issuance Plan on __________
to purchase up to _____ shares of the Corporation's Common Stock.

                Concurrently with the delivery of this Exercise Notice to the
Secretary of the Corporation, I shall hereby pay to the Corporation the Exercise
Price for the Purchased Shares in accordance with the provisions of my agreement
with the Corporation evidencing the Option and shall deliver whatever additional
documents may be required by such agreement as a condition for exercise.
Alternatively, I may utilize the special broker/dealer sale and remittance
procedure specified in my agreement to effect payment of the Exercise Price for
any Purchased Shares.


------------------------               -----------------------------------------
Date                                Optionee

                                       Address:
                                                --------------------------------

                                       -----------------------------------------

Print name in exact manner
it is to appear on the
stock certificate:                     -----------------------------------------


Address to which certificate
is to be sent, if different
from address above:                    -----------------------------------------

                                       -----------------------------------------
Social Security Number:
                                       -----------------------------------------