STOCK OPTION AGREEMENT
                             ----------------------


         AGREEMENT,  dated as of May 25, 2004 by and between Lunettes, Etal Inc,
Las Vegas Inc, a Nevada  Company with its principal  place of business at 1026 W
El Notre Pkwy, Suite 191, Escondido,  CA 92026 (the "Company") and , Fort Street
Equity Inc, (the "Optionee").

                              W I T N E S S E T H:


         WHEREAS, the parties have agreed, under a subscription  agreement dated
May 25, 2004 to grant this option (the  "Option") to the Optionee to purchase up
to 500,000 shares of the Company's  common stock, par value $.001 per share (the
"Common  Stock")  at an  exercise  price  and  upon  the  terms  and  conditions
hereinafter set forth.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereto agree as follows:

    1.   Grant of Option.  Subject to all the terms and conditions  hereof,  the
Company  hereby  grants to Optionee  the right to purchase all or any part of an
aggregate of 500,000 shares of Common Stock of the Company (the "Option Shares")
at an exercise price (the  "Exercise  Price") per share equal to the greater of:
(a) a 40% discount  from the average  closing bid price of the Common Stock on a
public exchange during the ten (10) trading days  immediately  prior to exercise
of the Option, or (b) $0.50 per share.

    2.   Exercisability of Option. The Option Shares subject to the Option shall
become  purchasable  by the Optionee,  in whole or in part, at any time prior to
the expiration of the Option,  which expiration shall occur on December 31, 2005
(the  "Expiration  Date").  On the Expiration  Date,  this Option and all rights
hereunder  shall  expire and any Option  Shares not  purchased  on or before the
Expiration Date may not thereafter be purchased hereunder. In the event Optionee
fails to exercise the Option on or prior to the Expiration Date, then the Option
as to all Option  Shares not exercised  shall expire and Optionee  shall have no
rights with respect to such remainder of the Option or the Option Shares.

    3.   Method of Exercise of Option;  Payment of Exercise  Price.  This Option
shall be exercisable at any time and from time to time,  prior to the Expiration
Date, by surrender to the Company of the notice (the "Notice")  attached  hereto
as Exhibit "A". The Notice shall state the Optionee's  election to exercise this
Option  and the  number  of  Option  Shares  in  respect  of  which  it is being
exercised,  and shall be  accompanied  by a check in the amount of the  Exercise
Price.  Within a reasonable time following payment of the full Exercise Price by
Optionee,   the  Company  shall  deliver  to  the  Optionee  a  certificate   or
certificates  representing  those shares.  A certificate or certificates for the
shares as to which this Option shall have been so exercised  shall be registered
in the name of the Optionee and shall be delivered to Optionee at the address of
Optionee  specified in the Notice or at such other address as Optionee shall set
forth in its Notice.

    4.   Non-Assignability  of Option.  This Option may be exercised only by the
Optionee and shall not be sold, transferred,  assigned, pledged, hypothecated or
otherwise  disposed of in any way  (whether by  operation  of law or  otherwise)
without the Company's  prior written consent except that Optionee may, solely in
connection  with a  transfer  of all or  substantially  all of its  assets to an
entity or entities  controlled  by  Optionee  ("Affiliate"),  sell,  transfer or
assign all its  interest  in this  Agreement  to such  Affiliate  but only after
giving  the  Company at least ten (10) days  notice in  writing of the  proposed
sale, transfer or assignment.  Any buyer, transferee, or assignee of this Option
shall be bound by and subject to each and every  provision of this Agreement and
shall not sell, transfer,  assign,  pledge,  hypothecate or otherwise dispose of

<PAGE>

the Option in any way (whether by operation of law or otherwise).

    5.   Limitation  of  Optionee's  Rights.  Except as  otherwise  provided  in
Section  6,  Optionee  shall  not  have any of the  rights  or  privileges  of a
shareholder  of the  Company  in  respect of any  Option  Shares  issuable  upon
exercise of this Option unless and until those shares have been paid for in full
and upon  such  payment  in full  Optionee  shall  be  deemed  to be the  record
Optionee.

    6.   Anti-Dilution Provisions. If the Company shall pay a dividend in shares
of its Common Stock,  subdivide (split) its outstanding  shares of Common Stock,
combine  (reverse  split)  its  outstanding  shares  of Common  Stock,  issue by
reclassification of its shares of Common Stock any shares or other securities of
the Company,  or distribute to holders of its Common Stock any securities of the
Company or of  another  entity,  the  number of shares of Common  Stock or other
securities  the  Optionee  is  entitled  to  purchase  pursuant  to this  Option
immediately  prior  thereto  shall be  adjusted  so that the  Optionee  shall be
entitled to receive upon  exercise the number of shares of Common Stock or other
securities  which it would  have owned or would  have been  entitled  to receive
after the  happening of any of the events  described  above had this Option been
exercised  immediately  prior to the  happening of such event,  and the Exercise
Price shall be correspondingly adjusted;  provided,  however, that no adjustment
in the number of shares and/or the Exercise Price shall be required  unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such number and/or price; and provided  further,  however,  that any adjustments
which by reason of this  Section 6 are not  required to be made shall be carried
forward and taken into account in any subsequent adjustment.  An adjustment made
pursuant to this Section 6 shall become effective  immediately  after the record
date in the case of the stock  dividend or other  distribution  and shall become
effective  mmediately  after the  effective  date in the case of a  subdivision,
combination or  reclassification.  The Optionee shall be entitled to participate
in any  subscription  or other rights  offering made to holders of the Company's
Common  Stock to the extent it would have been  entitled  had this  Option  been
exercised  in the  full  number  of  shares  as to  which  this  Option  remains
unexercised  immediately  prior to the record date for such rights offering.  If
the Company is  consolidated or merged with or into another Company or if all or
substantially  all of its assets are  conveyed to another  Company,  this Option
shall  thereafter  be  exercisable  for the  purchase  of the kind and number of
shares of stock or other  securities or property,  if any,  receivable upon such
consolidation,  merger or  conveyance  by an Optionee of the number of shares of
Common Stock of the Company  which could have been  purchased on the exercise of
this Option immediately prior to such consolidation,  merger or conveyance; and,
in any  such  case,  appropriate  adjustment  (as  determined  by the  Board  of
Directors)  shall be made in the application of the provisions  herein set forth
with respect to the rights and  interests  thereafter of the Optionee to the end
that the  provisions  set forth  herein  (including  provisions  with respect to
changes in and other  adjustments  of the  number of shares of Common  Stock the
Optionee is entitled to purchase) shall  thereafter be applicable,  as nearly as
possible, in relation to any shares of Common Stock or other securities or other
property  thereafter  deliverable  upon the  exercise of this  Option.  Upon any
adjustment  of the  number of shares of  Common  Stock or other  securities  the
Optionee is entitled to purchase,  and of any change in Exercise Price,  then in
each such  case the  Company  shall  give  written  notice  thereof  to the then
registered holder of this Option at the address of such Optionee as shown on the
books of the  Company,  which  notice  shall  state such change and set forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation  is based.  Each such notice shall be  accompanied by a statement of
the firm of  independent  certified  public  accountants  retained  to audit the
financial  statements of the Company to the effect that such firm concurs in the
Company's calculation of the change.


                                     Page 3
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    7.   Piggyback  Registration Rights. If the Company at any time from the ate
of the issuance of this Option through the Expiration Date, proposes to register
any of its  securities  under the ecurities Act for sale to the public,  whether
for its own account or for the account of other security holders or both (except
with respect to  registration  statements  on Forms S-4,  S-8 and any  successor
forms thereto), each such time it will give written notice to such effect to the
Optionee at least 30 days prior to such filing.  Upon the written request of the
Optionee  received  by the  Company  within 20 days after the giving of any such
notice by the Company to  register  any of shares of Common  Stock,  the Company
will cause the shares of Common Stock as to which  registration  shall have been
so requested to be included in the securities to be covered by the  registration
statement  proposed to be filed by the  Company,  all to the extent  required to
permit the sale or other  disposition  by the  Optionee of such shares of Common
Stock so  registered.  Notwithstanding  the  foregoing,  in the  event  that any
registration  pursuant  to this  Section  7 shall  be,  in whole or in part,  an
underwritten  public  offering of Common  Stock,  the number of shares of Common
Stock to be included in such an underwriting  may be reduced (pro rata among the
requesting  Optionees) and the other selling stockholders (based upon the number
of shares of Common  Stock  requested  to be  registered  by them) if and to the
extent that the  managing  underwriter  shall be of the good faith  opinion that
such  inclusion  would  adversely  affect the  success of such an  underwriting,
provided, that such number of shares of Common Stock shall not be reduced if any
shares of Common Stock are to be included in such  underwriting  for the account
of any person other than the Company or requesting Optionees of shares of Common
Stock.  In  the  event  of  such a  reduction,  the  Company  agrees  to  file a
registration  statement for the resale of the shares  underlying this Option not
included in such underwritten  offering within ninety (90) days of the date that
the underwritten  offering is declared  effective by the Securities and Exchange
Commission.  Notwithstanding the foregoing provisions,  the Company may withdraw
any  registration  statement  referred  to in this  Section  7  without  thereby
incurring any liability to the Optionees of shares of Common Stock.

    8.   Purchase for Investment. The Optionee represents and agrees that if the
Optionee exercises this Option, in whole or in part, then those Option Shares so
acquired will be acquired for the purpose of  investment  and not with a view to
their resale or distribution and upon each exercise of this Option, the Optionee
will furnish to the Company a written statement to that  effect,satisfactory  in
form and  substance to the Company and its  counsel.  Optionee  understands  and
acknowledges  that the shares to be  acquired  pursuant  to this  Option will be
"restricted  securities"  as such term is defined  under the  Securities  Act of
1933, as amended (the "Act") and accordingly will bear a legend  indicating such
restrictions.

    9.   Representations  and Warranties of Optionee.  As a condition to receipt
of the Option and for other good and valuable consideration, receipt of which is
hereby  acknowledge,  the  Optionee  represents  and  warrants to the Company as
follows:

               (I)  Optionee acknowledges that the Company is a evelopment stage
company with no  significant  operating  history and that there are  significant
risks  associated  with the Company's  business.  Accordingly,  the value of the
Option and the Option Shares will be based upon the Company's development of its
business which is subject to significant risks; and

               (II) Optionee  understands  that the Option and the Option Shares
(issuable  upon  exercise  of the  Option)  are being  offered and sold under an
exemption from registration provided by Section 4 of the Act and the regulations
promulgated thereunder, as well as applicable State law exemptions, and warrants
and  represents  that the Option and the Option  Shares are being or will be (in
the case of the  Option  Shares)  acquired  by the  undersigned  solely  for the
undersigned's  own account,  for  investment  purposes  only,  and are not being
purchased  with the intent or view to resell the Option or the Option  Shares or
for  the  resale,   distribution,   subdivision  or  fractionalization  thereof.
Consequently,  the undersigned must bear the economic risk of the investment for
an indefinite period of time because the Option and the Option

                                     Page 4
<PAGE>

Shares cannot be resold or otherwise transferred unless subsequently  registered
under  the Act  and  qualified  under  applicable  State  law or an  opinion  of
qualified  counsel  that  indicates  an  exemption  from   registration   and/or
qualification is available.

    10.  Notices. Any notice to be given under the terms of this Option shall be
in writing and addressed to the Company at the Company's then-present address or
to Optionee at the address provided  herein,  or at such other address as either
party may  hereafter  designate  in writing  to the  other.  Any notice or other
communication given hereunder shall have been deemed duly given when enclosed in
a properly sealed envelope addressed as aforesaid,  registered or certified, and
deposited  postage prepaid in a post office or branch post office or, in person,
when so delivered, or by overnight courier providing evidence of receipt.

    11.  Representations of Company. The Company represents:  (i) the execution,
delivery and performance of this Agreement has been duly authorized by the Board
of  Directors  of  the  Company;  (ii)  the  consummation  of  the  transactions
contemplated  by this  Agreement will not violate any provision of the Company's
Certificate of Incorporation or Bylaws;  and (iii) no consent of any third party
including, without limitation,  federal or state regulatory agencies is required
for execution and performance of this Agreement by the Company.

    12.  Governing  Law.  This  Agreement  shall be deemed to be made  under and
shall be  construed  in  accordance  with the laws of the  State of New York and
applicable Federal law without regard to conflict of law principles.

    13.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the parties  hereto and their legal  successors  and permitted
assigns.

    14.  Entire Understanding;  Masculine / Feminine. This Agreement constitutes
the entire  understanding  of the  parties  and shall not be  amended  except by
written agreement between the parties.  As used herein, the masculine form shall
include the feminine and vice-versa, as the context shall require.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


                                         Lunettes Etal Inc
                                         By:

                                            __________________________




                                         Fort Street Equity.

                                         By:

                                            __________________________