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                                                                   EXHIBIT 4.1

                                 WILD FILE, INC.

                        1999 INCENTIVE STOCK OPTION PLAN
1.       PURPOSE.

         This 1999 Incentive Stock Option Plan (hereinafter referred to as this
"Plan") is intended to promote the best interests of the Company and its
stockholders by enabling the Company to attract and retain persons of ability as
employees, providing an incentive to employees of the Company by affording them
an equity participation in the Company and rewarding those employees who
contribute to the operating progress and earning power of the Company.

2.       DEFINITIONS.

         The following terms shall have the following meanings when used herein
unless the context clearly otherwise requires:

        (a) "BOARD OF DIRECTORS" means the Board of Directors of Wild File,
Inc., a Delaware corporation.

        (b) "CODE" means the Internal Revenue Code of 1986, as amended, or
any successor provisions.

        (c) "CONTROLLING PARTICIPANT" means any Eligible Employee who,
immediately before any Option is granted to that particular Eligible
Employee, directly or indirectly possesses more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company (or any
parent or subsidiary company thereof, as such terms are defined in Section
424(e) and (f) of the Code, respectively).

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        (d) "COMPANY" means Wild File, Inc., a Delaware corporation, and an
subsidiary corporation, as defined in Section 424(f) of the Code, to which
the Board of Directors has determined to extend the application of this Plan.

        (e) "ELIGIBLE EMPLOYEE" means any employee of the Company.

        (f) "EXERCISE PRICE" means the price at which a share of Incentive
Stock may be purchased by a particular Participant pursuant to the exercise
of an Option, as determined in accordance with Article 7 hereof.

        (g) "INCENTIVE STOCK" means the Non-Voting Common Stock of the
Company, par value one cent ($.01) per share, issued pursuant to this Plan.

        (h) "INCENTIVE STOCK OPTION AGREEMENT" means an agreement by and
between a Participant and the Company setting forth the specific terms and
conditions of an Option as well as the specific terms and conditions under
which the Incentive Stock may be purchased by such Participant pursuant to
the exercise of such Option. Such Incentive Stock Option Agreement shall be
subject to the provisions of this Plan (which shall be incorporated by
reference therein) and shall contain such provisions as the Board of
Directors, in its sole discretion, may authorize.

        (i) "OPTION" means the right of a Participant to purchase shares of
Incentive Stock in accordance with the terms of this Plan and the Incentive
Stock Option Agreement between such Participant and the Company.

        (j) "PARTICIPANT" means any Eligible Employee who is designated (in
accordance with the provisions of Article 5 hereof) to be granted an Option
and who is a party to an Incentive Stock Option Agreement.

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3.       ADOPTION AND ADMINISTRATION OF PLAN.

         This Plan shall become effective upon its adoption by the Board of
Directors; provided, however, that the stockholders of the Company shall
approve this Plan in accordance with applicable state law, within 12 months
before or after the adoption of this Plan by the Board of Directors. Upon
such effectiveness, except as expressly limited in Articles 4 and 7 hereof
and Sections 5(d) and 6(c) hereof, any action taken by the Board of Directors
with respect to the implementation, interpretation of administration of this
Plan shall be final, conclusive and binding.

4.       TOTAL NUMBER OF SHARES OF INCENTIVE STOCK.

         The number of shares of Incentive Stock which may be issued in the
aggregate by the Company under this Plan pursuant to the exercise of Options
granted hereunder shall not be more than 1,500,000, which number may be
increased only by a resolution adopted by the Board of Directors and approved
within 12 months after such adoption by the stockholders of the Company in
accordance with applicable state law. Such shares of Incentive Stock may be
issued out of the authorized and unissued or reacquired Non-Voting Common
Stock of the Company. Any shares subject to an Option which expires or is
terminated unexercised as to such shares may again be subject to an Option
under this Plan. To the extent there shall be any adjustment pursuant to the
provisions of Article 11 hereof, the aforesaid number of shares shall be
appropriately so adjusted.

5.       ELIGIBILITY AND AWARDS.

         The Board of Directors shall designate, at any time and from time to
time thereafter, (a) the Eligible Employees of the Company who shall be
granted an Option, (b)

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the number of shares of Incentive Stock which each Eligible Employee so
designated may purchase pursuant to the exercise of an Option, (c) the
Exercise Price for each designated Eligible Employee, (d) the other terms of
each Eligible Employee's Option, including, without limitation, the term
during which such Option shall be in effect, which term for any Option shall
not be greater than 10 years from the date this Plan is adopted by the Board
of Directors or the date this Plan is approved by the stockholders of the
Company, whichever is earlier; provided, however, that the term shall not be
greater than five years from such date for any Option granted to a
Controlling Participant, and (e) the restrictions, if any, applicable to the
shares of Incentive Stock which each Eligible Employee so designated may
purchase. Notwithstanding anything stated herein, the aggregate fair market
value, determined at the time an Option is granted to a Participant, of the
Incentive Shares with respect to which Options held by such Participant first
become exercisable in any calendar year (under this Plan and all other
incentive stock option plans of the Company, or any parent or subsidiary
thereof) shall not exceed $100,000.

6.       GRANT, EXERCISE AND TERMINATION OF OPTIONS.

        (a) As soon as practicable after a designation is made by the Board
of Directors pursuant to Article 5 hereof, the appropriate officer or
officers of the Company shall give notice (written or oral) to such effect
each Eligible Employee of the Company so designated, which such notice shall
be accompanied by a copy or copies of the Incentive Stock Option Agreement to
be executed by such Eligible Employee.

        (b) Upon receipt of the notice specified in Section 6(a) hereof, an
Eligible Employee so designated shall have an Option, and shall thereby
become and be a Participant,

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only after the due execution by such Eligible Employee and the Company of an
Incentive Stock Option Agreement within such number of days from the giving
of such notice as shall be specified in such notice.

        (c) Any Option granted pursuant to this Plan must be granted within
10 years from the date that this Plan is adopted by the Board of Directors or
the date this Plan is approved by the stockholders of the Company, whichever
is earlier.

        (d) An Option of a Participant may be exercised during the period
such Option is in effect and as set forth herein and in the Incentive Stock
Option Agreement, and only if compliance with all applicable Federal and
state securities laws can be effected, and may be exercised only by (i) such
Participant's completion, execution and delivery to the Company of a notice
of such Participant's exercise of such Option, which notice shall include a
certification by Participant that from the commencement of the Participant's
employment to the date of exercise of the Option, Participant has not
breached any covenant of his or her employment, and an "investment letter"
(if required by the Company) as supplied by the Company and (ii) the payment
to the Company of the aggregate Exercise Price, as provided under Article 8
hereof, for the shares of Incentive Stock to be purchased pursuant to such
exercise (as shall be specified by such Participant in such notice) in
accordance with the terms of this Plan and the Incentive Stock Option
Agreement. Except as specifically provided by a duly executed Incentive Stock
Option Agreement, an Option or any of the rights thereunder may be exercised
by such Participant only, and may not be transferred or assigned,
voluntarily, involuntarily or by operation of law including, without
limitation, the laws of bankruptcy, intestacy, descent and distribution and
succession.

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        (e) Notwithstanding any terms or provisions of this Plan to the
contrary, the Board of Directors may delegate to the appropriate officer or
officers of the Company the authority to prepare, execute and deliver any
Incentive Stock Option Agreement reflecting any option granted under this
Plan; provided, however, that any such Incentive Stock Option Agreement shall
be consistent with the terms and conditions of this Plan.

7.       PURCHASE PRICE OF INCENTIVE STOCK.

         The determination of the Exercise Price shall be made by the Board
of Directors, in its sole discretion, it being understood that the Exercise
Price may not be less than one hundred percent (100%) of the fair market
value of the shares of Non-Voting Common Stock of the Company on the date
that such Option shall be granted; provided, however, that, if an Option
shall be granted to a Controlling Participant, the Exercise Price may not be
less than one hundred ten percent (110%) of the fair market value of the
shares of Non-Voting Common Stock of the Company on the date that such Option
is granted. The fair market value of the shares of Incentive Stock of the
Company shall be determined for purposes of this Plan by the Board of
Directors in accordance with the Code, and such determination shall be final,
conclusive and binding upon each Participant and the Company for all
purchases of this Plan.

8.       PAYMENT FOR SHARES OF INCENTIVE STOCK.

         Payment by each Participant for the shares of Incentive Stock
purchased hereunder shall be made by good check or in accordance with the
terms of any Incentive Stock Option Agreement executed by such Participant.

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9.       COSTS AND EXPENSES.

         All costs and expenses with respect to the adoption, implementation,
interpretation and administration of this Plan shall be borne by the Company;
provided, however, that, except as otherwise specifically provided in this
Plan or the applicable Incentive Stock Option Agreement between the Company
and a Participant, the Company shall not be obligated to pay any costs or
expenses (including legal fees) incurred by any Participant in connection
with any Incentive Stock Option Agreement, this Plan or any Option or
Incentive Stock held by any Participant.

10.      NO PRIOR RIGHT OF AWARD.

         Nothing in this Plan shall be deemed to give any officer or employee
of the Company, or such person's legal representatives or assigns, or any
other person or entity claiming under or through such person, any contract or
other right to participate in the benefits of this Plan. Nothing in this Plan
shall be construed as constituting a commitment, guarantee, agreement or
understanding of any kind or nature that the Company shall continue to employ
any individual (whether or not a Participant). This Plan shall not affect in
any way the right of the Company to terminate the employment of any
individual (whether or not a Participant) at any time and for any reason
whatsoever. No change of a Participant's duties as an employee of the Company
shall result in a modification of the terms of any rights of such Participant
under this Plan or any Incentive Stock Option Agreement executed by such
Participant.

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11.      CHANGES IN CAPITAL STRUCTURE.

         Subject to any required action by the stockholders of the Company
and the provisions of the General Corporation Law of the State of Delaware,
the number of shares of Incentive Stock represented by the unexercised
portion of an Option and the number of shares of Incentive Stock which has
been authorized or reserved for issuance hereunder (whether such shares are
unissued, reacquired or subject to an Option that expired, was surrendered or
terminated unexercised as to such shares), as well as the Exercise Price of a
share of Incentive Stock represented by the unexercised portion of an Option,
may be appropriately adjusted by the Board of Directors in its sole
discretion to give effect to adjustments made in the number of outstanding
shares of Non-Voting Common Stock of the Company through a merger,
consolidation, reorganization, reclassification, combination, stock dividend,
stock split or other relevant change, provided that fractional shares shall
be rounded to the nearest whole share.

12.      MERGER, CONSOLIDATION, DISSOLUTION OR LIQUIDATION.

         In the event of:

                (a) a proposed merger or consolidation of the Company with or
into any other corporation, regardless of whether the Company is the
surviving corporation (unless appropriate provision shall have been made for
the protection of the outstanding Options granted under this Plan by the
substitution, in lieu of such Options, of options to purchase appropriate
voting common stock (the "Survivor's Stock") of the corporation surviving any
such merger or consolidation or, if appropriate, the parent corporation of
the Company or such surviving corporation, or, alternatively, by the delivery
of a number of shares of the

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Survivor's Stock which has a fair market value, as determined in good faith
by the Board of Directors as of the effective date of such merger or
consolidation equal to the product of (i) the excess of (x) the Event
Proceeds per Common Share (as hereinafter defined) covered by the Option as
of such effective date, over (y) the Exercise Price of a share of Incentive
Stock, multiplied by (ii) the number of shares of Incentive Stock covered by
such Option), or;

                (b) the proposed dissolution or liquidation of the Company
(such merger, consolidation, dissolution or liquidation being herein called
an "Event");

then the Board of Directors shall declare, at least ten days prior to the
actual effective date of an Event, and provide written notice to each
Participant of the declaration, that each outstanding Option, whether or not
then exercisable, shall be cancelled at the time of, or immediately prior to
the occurrence of, the Event (unless it shall have been exercised prior to
the occurrence of the Event) in exchange for payment to the Participant,
within ten days after the Event, of cash equal to the amount (if any) for
each Share of Incentive Stock covered by the cancelled Option, by which the
Event Proceeds per Common Share exceeds the Exercise Price of a share of
Incentive Stock. At the time of such declaration, each Option shall
immediately become exercisable in full and each Participant shall have the
right, during the period preceding the time of cancellation of the Option, to
exercise his or her Option as to all or any part of the Incentive Shares
covered thereby. Each outstanding Option granted pursuant to this Plan that
shall not have been exercised prior to the Event shall be cancelled at the
time of, or immediately prior to, the Event, as provided in the declaration,
and this Plan

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shall terminate at the time of such cancellation, subject to the payment
obligations of the Company provided in the Article 12. For purposes of this
Article 12, "Event Proceeds per Common Share" shall mean the cash plus the
fair market value, as determined in good faith by the Board of Directors, of
the non-cash consideration to be received per share of Non-Voting Common
Stock by the stockholders of the Company upon the occurrence of the Event.

13.      AMENDMENT OR TERMINATION OF PLAN.

         Except as otherwise provided herein, this Plan may be amended or
terminated in whole or in part by the Board of Directors (in its sole
discretion), but no such action shall adversely affect or alter any right or
obligation with respect to any Option or Incentive Stock Option Agreement
then in effect, except to the extent that any such action shall be required
or desirable (in the opinion of the Company or its counsel) in order to
comply with the Code or any rule or regulation promulgated or proposed
thereunder.

14.      BURDEN AND BENEFIT.

         The terms and provisions of this Plan shall be binding upon, and
shall inure to the benefit of, each Participant and such Participant's
executors and administrators, estate, heirs and personal and legal
representatives.

15.      HEADINGS.

         The headings and other captions contained in this Plan are for
convenience and reference only and shall not be used in interpreting,
construing or enforcing any of the provisions of this Plan.

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16.      INTERPRETATION.

         Notwithstanding any provision of this Plan or any provision of any
Incentive Stock Option Agreement to the contrary, this Plan and each
Incentive Stock Option Agreement are intended to comply with all requirements
for qualification under the Code and with any rule or regulation promulgated
or proposed thereunder, and shall be interpreted and construed in a manner
which is consistent with this Plan and each Incentive Stock Option Agreement
being so qualified.

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                                 WILD FILE, INC.

                        1999 INCENTIVE STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT

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Name of Participant:
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Nature of Employment with Company:
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No. of Shares Covered:                          Date of Grant:
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Exercise Price Per Share:                       Expiration Date:
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Vesting Commencement Date:
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Vesting Schedule (cumulative):

          Period After                                    Amount of
    Vesting Commencement Date                        Options Exercisable
    -------------------------                        -------------------





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         STOCK OPTION AGREEMENT dated as of __________________ between Wild
File, Inc., a Delaware corporation (the "Company"), and the employee (the
"Participant" or "Optionee") listed above.

         WHEREAS, the Company desires to carry out the purposes of the Wild
File, Inc. 1999 Incentive Stock Option Plan (the "Plan") by affording the
Participant an opportunity to purchase Common Stock, par value $0.0001 per
share, of the Company ("Common Shares") according to the terms set forth herein.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                1.      GRANT OF OPTION. Subject to the terms of the Plan,
the Company hereby grants to the Participant the right and option (the
"Option") to purchase the number of Common Shares specified in the schedule
at the beginning of this Agreement, on the terms and conditions hereinafter
set forth. The Option is intended by the Company to be an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

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                2.       PURCHASE PRICE. The purchase price of each of the
Common Shares subject to the Option shall be the exercise price per share
specified in the Schedule at the beginning of this Agreement, which price
has been specified in accordance with the Plan. The Board of Directors of the
Company, exercising good faith, has determined that the purchase price is at
least equal to the fair market value of each share on the date hereof.

                3.       OPTION PERIOD.

                (a)      Subject to the provisions of Section 3(c) and
Section 5 hereof, the Option shall be exercisable, in whole or in part, at
any time on or prior to the expiration date specified in such schedule; as to
the number of shares specified in the Schedule at the beginning of this
Agreement with respect to which the Option shall have vested; provided,
however, that the Participant shall have been in the continuous employ of the
Company from and after the date of grant to and including the date specified.
Notwithstanding the foregoing or any other provision herein to the contrary,
the Option shall become immediately exercisable in the event the Board of
Directors of the Company shall declare pursuant to Article 12 of the Plan
that the Option shall be canceled at the time of, or immediately prior to the
occurrence of an Event, as therein defined.

                (b)      The Option and all rights to purchase shares
thereunder shall cease on the earliest of:

                        (i) the expiration date specified in the Schedule at
the beginning of this Agreement;

                        (ii) the expiration of the period after the
termination of the Participant's employment within which the Option is
exercisable as specified in Section 3(c); or

                        (iii) the date, if any, fixed for cancellation
pursuant to Article 12 of the Plan.

Notwithstanding any other provision in this Agreement, in no event may anyone
exercise the option, in whole or in part, after its original expiration date.

                (c)      During the lifetime of the Participant, the Option
may be exercised only while the Participant is employed by the Company and
only if the Participant has been continuously so employed since the date of
this Agreement, except that:

                        (i) the Option shall continue to be exercisable for
three months after termination of the Participant's employment but only to
the extent that the Option was exercisable immediately prior to the
Participant's termination of employment;

                        (ii) in the event the Participant is disabled (within
the meaning of Section 22(e)(3) of the Code) while employed, the Participant
or his legal representative may exercise the Option within one year after the
termination of the Participant's employment but only to the extent that the
Option was exercisable immediately prior to the Participant's termination of
employment; and

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                        (iii) if the Participant's employment terminates
after a declaration pursuant to Article 12 of the Plan, the Participant may
exercise the Option at any time permitted by such declaration.

                4.      MANNER OF EXERCISING OPTION.

                (a)     Subject to the terms and conditions of this
Agreement, the Option may be exercised by delivering written notice of
exercise to the Company at its principal executive office, to the attention
of the President. The notice shall state the election to exercise the Option
and the number of Common Shares in respect of which it is being exercised,
and shall be signed by the person exercising the Option. If the person
exercising the Option is not the Participant, he or she also shall send with
the notice appropriate proof of his or her right to exercise the Option. Such
notice shall be accompanied by payment in cash of the full purchase price of
the Common Shares being purchased.

                (b)     As soon as practicable after receipt of the purchase
price provided for above, the Company shall deliver to the person exercising
the Option, in the name of the Participant or his or her estate or heirs, as
the case may be, a certificate or certificates representing the Common Shares
being purchased. The Company shall pay all original issue or transfer taxes,
if any, with respect to the issue or transfer of the Common Shares to the
person exercising the Option and all fees and expenses necessarily incurred
by the Company in connection therewith. All Common Shares so issued shall be
fully paid and nonassessable. Notwithstanding anything to the contrary in
this Agreement, the Company shall not be required, upon the exercise of this
Option or any part thereof, to issue or deliver any Common Shares prior to
the completion of any registration or other qualification of such Common
Shares required by applicable federal and state securities laws.

                5.      ACCELERATION AND CANCELLATION OF OPTION IN CERTAIN
EVENTS. As provided in Article 12 of the Plan, in certain events the Board of
Directors of the Company shall declare by prior written notice to the
Participant that the Option, whether or not then exercisable, shall be
canceled at the time of, or immediately prior to the occurrence of the Event,
as defined in Article 12 of the Plan, in exchange for certain payments to the
Participant. At the time of any such declaration, the Option shall become
immediately exercisable. The Option, to the extent not exercised prior to the
Event, shall be canceled at the time of, or immediately prior to, the Event
in accordance with the declaration.

                6.      LIMITATION ON TRANSFER. During the lifetime of the
Participant, only the Participant or his or her guardian or legal
representative may exercise the Option. In the event of the Participant's
death, the legal representative, heirs or legatees of the Participant's
estate or the person who acquired the right to exercise the Option by bequest
or inheritance may exercise the Option within one year after the death of the
Participant but only to the extent that the Option was exercisable, in whole
or in part, immediately prior to the Participant's death. The Participant
shall not assign or transfer the Option otherwise than by will or the laws of
descent and distribution, and the Option shall not be subject to pledge,
hypothecation, execution, attachment or similar process. Any attempt to
assign, transfer, pledge, hypothecate or otherwise dispose of

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the Option contrary to the provisions hereof, and the levy of any attachment
or similar process upon the Option, shall be null and void.

                7.      STOCKHOLDER RIGHTS BEFORE EXERCISE. The Participant
shall have none of the rights of a stockholder of the Company with respect to
any share subject to the Option until the share is actually issued to him or
her upon exercise of the Option.

                8.      DISCRETIONARY ADJUSTMENT. The Board of Directors may
in its sole discretion make appropriate adjustments in the number of shares
subject to the Option and in the purchase price per share to give effect to
any adjustments made in the number of outstanding Common Shares of the
Company through a merger, consolidation, recapitalization, reclassification,
combination, stock dividend, stock split or other relevant change, provided
that fractional shares shall be rounded to the nearest whole share.

                9.      DISPOSITION AFTER EXERCISE. No disposition of any
Common Shares purchased by the Participant hereunder shall be made prior to
two years from the date hereof or within one year after the date of any such
purchase.

                10.     RIGHT OF FIRST REFUSAL.

                (a)     The Participant agrees not to sell, exchange or
otherwise transfer for value, or pledge or otherwise encumber, all or any
part of the Common Shares issued pursuant to this Agreement, or any shares of
capital stock of the Company from time to time issued in respect thereof,
whether as a stock dividend, pursuant to a stock split or otherwise (such
Common Shares, together with such shares of capital stock of the Company
issued in respect thereof hereinafter collectively called the "Restricted
Shares") unless the Participant first offers the Restricted Shares he or she
intends to transfer or encumber to the Company on the terms and conditions
hereinafter contained. Any such offer shall be made in writing and shall
contain the name and address of each person to or in favor of whom the
Participant intends to transfer or encumber all or any part of the Restricted
Shares and shall specify the terms and conditions of the intended transfer or
encumbrance, including, without limitation, the proposed consideration. The
Company may, prior to the purchase of any Restricted Shares hereunder,
require evidence of a bona fide intention to transfer or encumber the
Restricted Shares.

                (b)     All offers under Section 10(a) hereof shall specify
the notice address of the offeror for acceptance of such offer. If the
Participant shall fail to extend an offer required by Section 10(a) hereof,
then for purposes of this Agreement the Participant shall be deemed to have
extended an offer on such date, if any, as the Company gives written notice
to the person stating that such person has failed to extend an offer and that
such notice from the Company shall be deemed to constitute such offer for
purposes of this Agreement.

                (c)     After receipt of an offer under Section 10(a) hereof,
the Company shall have the right for a period of 60 days to elect to
purchase, at the price specified in this Section 10 all or any part of the
Restricted Shares offered to the Company by mailing written notice of such
election within such period to the offeror at the address specified in the
offer (or, if the offer fails

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to specify a notice address, at the address to which notice to the
Participant is given pursuant to Section 14 hereof).

                (d)     In the event that the Company does not exercise a
right granted to it pursuant to Section 10(a) hereof, the Participant may
transfer or encumber the Restricted Shares which were subject to such right
without regard to Section 10(a) hereof, but only (i) during a period of 30
days following the 60-day period specified in Section 10(c) hereof, (ii)
solely to the persons or entities listed in the offer to the Company, and
(iii) at a price and upon terms not less advantageous to the Participant than
the price and terms stated in the offer to the Company. If the transfer or
encumbrance of the Restricted Shares is not consummated within such 30-day
period, such Restricted Shares shall again be subject to all requirements of
Section 9 hereof, including without limitation, Section 10(a).

                (e)     In the event of any transfer of all or any part of
the Restricted Shares, the transferee shall agree in writing to take the
Restricted Shares subject to the provisions of this Section 10 and the
related provisions of this Agreement giving effect thereto.

                (f)     Except as otherwise provided in this Section 10(f),
the purchase price for Restricted Shares purchased pursuant to this Section
10 shall be the appraised value of the Restricted Shares determined pursuant
to Section 12 hereof. In the case of a right granted pursuant to Section
10(a) hereof where the Participant proposes to transfer the Restricted Shares
to a third party for consideration expressed in monetary terms or having a
readily ascertainable market value, then the purchase price at which the
Company has the right to purchase such Restricted Shares shall be an amount
equal to the value of the consideration for which the Participant proposes to
transfer the Restricted Shares to a third party.

                11.     PAYMENT FOR REPURCHASE OF SHARES. In order to effect
a repurchase of Restricted Shares pursuant to Section 10 hereof, within 10
days of the later of (i) the date on which the right is exercised, or (ii)
the date on which the Company receives the report of the Appraiser setting
forth the appraised value of the Restricted Shares, the seller shall tender
to the Company the Restricted Shares to be purchased and the Company shall
simultaneously pay the purchase price therefor in cash.

                12.     APPRAISAL OF SHARES. Whenever it will be necessary to
determine the appraised value of Restricted Shares for purposes of this
Agreement, the Board of Directors of the Company shall select an investment
banking firm or other entity expert in the valuation of closely-held
companies (the "Appraiser"), who shall be engaged at the expense of the
Company, to value the Restricted Shares based upon a going-concern value
without discount for any minority interest. The appraised value of the
Restricted Shares shall be as of a date not more than six months prior to the
date on which the option to repurchase the Restricted Shares is exercised.

                13.     EXPIRATION UPON PUBLIC MARKET. The rights granted
pursuant to Section 10 hereof shall expire at such time as there has been
sold to the general public in an underwritten offering or offerings pursuant
to one or more registration statements filed with, and declared effective by,
the Securities and Exchange Commission under the Securities Act of 1933, as

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amended, an aggregate number of Shares equal to at least 25% of the Shares
outstanding before the last such sale.

                14.     NOTICE. Every notice to be given pursuant to the
provisions of this Agreement shall be in writing and delivered by hand or
sent by certified mail, return receipt requested. Any such notice to the
Company shall be addressed to 17020 12th Avenue North, Plymouth, Minnesota
55447, Attention: President. Except as otherwise provided in this Agreement,
any such notice to the Participant shall be addressed as set forth following
the signature of the Participant. Either party may change its address by
notice to the other party in accordance with this Section 14.

                15.     LEGEND ON STOCK CERTIFICATES. In addition to such
legends as the Company employs to evidence that the Restricted Shares have
not been registered under any federal or state securities laws, all
Restricted Shares shall contain the following legend:

                  The shares evidenced by this certificate and any transfer
                  thereof are subject to the terms of the Stock Option Agreement
                  between ______________________ and the Company dated as of
                  _________________, a copy of which is on file at the
                  registered office of the Company.

                16.     INTERPRETATION OF THIS AGREEMENT. All decisions and
interpretations made by the Board of Directors with regard to any questions
arising hereunder or under the Plan shall be binding and conclusive upon the
Company and the Participant. In the event that there is any inconsistency
between the provisions of this Agreement and the Plan, the provisions of the
Plan shall govern.

                17.     DISCONTINUANCE OF EMPLOYMENT OR ASSOCIATION. This
Agreement shall not give the Participant a right to continued employment or
association with the Company or any subsidiary or affiliate thereof, and the
Company or any subsidiary or affiliate thereof employing the Participant or
with whom the Participant is associated may terminate his or her employment
or association and otherwise deal with the Participant without regard to the
effect it may have upon him or her under this Agreement.

                18.     GENERAL. The Company shall at all times during the
term of this Option reserve and keep available such number of Common Shares
as will be sufficient to satisfy the requirements of this Option Agreement.
This Agreement shall be binding in all respects on the Participant's heirs,
representatives, successors and assigns.

                This Agreement is entered into under the laws of the state of
Minnesota and shall be construed and interpreted thereunder.

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<PAGE>

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



                                     _____________________________________
                                     Participant
                                     Print Name:__________________________

                                     Address:



                                     WILD FILE, INC.

                                     By:__________________________________
                                        Eric D. Schneider, President



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