EXHIBIT 4.4
                       NONQUALIFIED STOCK OPTION AGREEMENT

         THIS NONQUALIFIED  STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into, dated for reference  purposes as of the "Effective Date" set forth
on  the  signature  page  hereof  (the   "Effective   Date"),   by  and  between
MACHINETALKER,  INC., a Delaware  corporation  (the  "Company"),  and the person
executing this Agreement as the "Holder" hereunder  ("Holder"),  pursuant to the
STOCK OPTION PLAN (the "Plan")  sponsored by the Company,  with reference to the
following facts:

         RECITALS:

         In  recognition  of past  services  by Holder and as an  inducement  to
Holder to provide  services for the Company,  the Company has agreed to grant to
Holder a  nonqualified  option to purchase  certain shares of the common capital
stock of the Company,  and the parties have agreed to execute this  Agreement in
order to evidence the grant of such option.

         AGREEMENTS:

         NOW,  THEREFORE,  FOR VALUABLE  CONSIDERATION,  receipt which is hereby
acknowledged,  Company  hereby  grants  to  Holder  the  following  option  (the
"Option"):

Section 1. GRANT OF OPTION. Subject to the terms and conditions set forth below,
the  Company  hereby  grants to Holder the right and option  (the  "Option")  to
purchase from the Company the number of shares of the Company's  common  capital
stock  ("Common  Stock")  designated  on the  signature  page  hereof as "Option
Shares"  (the "Option  Shares") at an exercise  price per share set forth on the
signature  page  hereof (the  "Exercise  Price"),  subject to Holder's  becoming
vested in the Option as set forth in this Section 1.

     (a)  Subject  to  Sections  1(b)  and  1(c),  below,  the  Option  shall be
exercisable only to the extent Holder has become vested therein.  As of any date
during the term of this Option, Holder shall be entitled to purchase such number
of the Option Shares (to the extent not  previously  purchased  hereunder) as is
determined  by  multiplying  the total number of Option  Shares  times  Holder's
then-current  vesting  percentage  as  determined  under this  Section  1(a) and
Section 7, below. In consideration  for Holder's service to the Company from and
after the "Vesting  Commencement  Date" set forth on the  signature  page hereof
(the "Vesting  Commencement Date"), Holder shall become vested in this Option as
follows:

               (i) After one year of  continuous  service as a consultant of the
          Company following Holder's Vesting  Commencement Date, Holder shall be
          twenty-five percent (25.0%) vested in this Option.

               (ii) For each  subsequent  period of thirty (30) days that Holder
          thereafter remains continuously as a consultant of the Company, Holder
          shall become vested in  one-thirty-sixth  (1/36th) of the remainder of
          this Option.

     (b)  Notwithstanding  any provision  hereof to the  contrary,  Holder shall
forfeit any  portion of the Option in which  Holder is not then vested as of the
effective  date as of which Holder's  service  engagement as a consultant to the
Company is terminated.

     (c) Subject to the  foregoing  provisions  of this Section 1, the Option is
exercisable  at any time and from time to time  during its term,  in whole or in
part,  to the extent  that Holder has become  vested in such Option  pursuant to
this Section 1. This Option will  terminate in all respects,  and all rights and
options to purchase  shares  hereunder  will  terminate  ten (10) years from the
Effective Date of this Option.

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Section 2. MANNER OF EXERCISE OF OPTION.  Holder may exercise the Option only by
delivering to the Company (a) a written notice of exercise specifying the number
of shares with respect to which the Option is to be exercised and the address to
which  the  certificate  representing  such  shares is to be  mailed,  (b) cash,
certified  or bank  check or  postal  money  order  payable  to the order of the
Company for an amount equal to the sum of (x) the Exercise Price of such shares,
and (y) such amount,  if any, as may be due to fund  withholding  taxes due with
respect  to such  exercise,  as  required  by Section  11,  below,  and(c)  such
documentation establishing that the conditions precedent specified in Section 3,
below, have been satisfied by the Holder.

Section 3.  CONDITIONS  PRECEDENT.  As a condition  precedent to any exercise of
this Option, upon request of the Company, the Holder (or if any other individual
or individuals are exercising this Option, such individual or individuals) shall
deliver to the Company each of the following:

     (a) Upon request of the Company, an investment letter in form and substance
satisfactory  to the  Company  and its counsel  which will  contain  among other
things a statement  in writing that (i) the Option is then being  exercised  for
the account of the Holder and only with a view to investment in, and not for, in
connection with or with a view to the disposition of, the shares with respect to
which the Option is then being exercised; (ii) Holder has been advised that Rule
144 of the Securities and Exchange Commission (the "Commission"),  which permits
the  resale,  subject  to  various  terms and  conditions,  of small  amounts of
"restricted  securities" (as therein  defined) after they have been held for one
(1) year,  does not now apply to the  Company  because  the  Company  is not now
required  to file,  and does not file,  current  reports  under  the  Securities
Exchange  Act of 1934 (the  "Exchange  Act"),  nor is there  publicly  available
information concerning the Company substantially  equivalent to that which would
be  available if the Company were  required to file such  reports;  (iii) Holder
understands  that there is no  assurance  that the  Company  will ever  become a
reporting  company under the Exchange Act and that the Company has no obligation
to the Holder to do so;  (iv)  Holder and  Holder's  representatives  have fully
investigated the Company and the business and financial conditions concerning it
and have  knowledge of the  Company's  then  current  corporate  activities  and
financial  condition;  and (v) Holder believes that the nature and amount of the
shares being  purchased  are  consistent  with Holder's  investment  objectives,
abilities and  resources.  The foregoing  investment  representations  no longer
shall be required after registration with the Commission of the stock subject to
this Option or acquired through the exercise of this Option.

     (b) An executed Stock Transfer  Agreement (the "Stock Transfer  Agreement")
in a form  reasonably  satisfactory to the Company and permitted by the terms of
the Plan,  in which,  inter alia,  Holder  shall grant to the Company a right of
first  refusal  prior to any sale or attempted  sale of any Option Shares to any
other person.  Such first-refusal  rights shall not apply to any Transaction (as
defined in Section 7,  below),  and in all events shall  terminate  and be of no
further  force or effect  from and after the first date as of which the  Company
has filed  with the  United  States  Securities  and  Exchange  Commission  (the
"Commission")  a  registration  statement  for the sale of any  shares of Common
Stock under the Securities Act of 1933, as amended (the  "Securities  Act"), and
such  registration  statement  becomes  effective.  If there is any  conflict or
inconsistency  between the  provisions of this Option and the  provisions of any
Stock Transfer  Agreement,  then the provisions of the Stock Transfer  Agreement
shall control.

Section 4. MARKET STAND-OFF.  Holder agrees that in addition to the restrictions
on transfer of the Option Shares set forth in the Stock Transfer Agreement,  for
a period of up to one hundred  eighty (180) days from the effective  date of any
registration  of securities of the Company under the  Securities Act of 1933, as
amended (the "Securities  Act"), upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Holder shall not
sell,  make any short sale of,  loan,  grant any option for the  purchase of, or

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otherwise  dispose of this Option or any shares issued  pursuant to the exercise
of this  Option,  without  the prior  written  consent of the  Company  and such
underwriters.

Section 5. DELIVERY OF SHARES. Within a reasonable time following the receipt by
the Company of the written  notice and payment of the option  exercise price for
the  shares  to be  purchased  hereunder  and the  fulfillment  by Holder of the
conditions  precedent  to exercise of this  Option,  the Company will deliver or
cause to be delivered to Holder (or if any other  individual or individuals  are
exercising  this  Option,  to such  individual  or  individuals)  at the address
specified  pursuant to Section 2, above, a certificate or  certificates  for the
number of shares  with  respect  to which the  Option is then  being  exercised,
registered in the name of the Holder (or the name or names of the  individual or
individuals  exercising the Option,  either alone or jointly with another person
or  persons  with  rights of  survivorship,  as the  individual  or  individuals
exercising  the Option  will  prescribe  in writing to the  Company);  provided,
however, that:

     (a) Such  delivery  will be deemed  effected for all purposes  when a stock
transfer  agent will have  deposited such  certificate  or  certificates  in the
United States mail,  addressed to the Holder (or such individual or individuals)
at the address so specified; and provided further that if any law, regulation or
order of the Commission or other body having  jurisdiction  in the premises will
require the Company or the Holder (or the individual or  individuals  exercising
this Option) to take any action in  connection  with the sale of the shares then
being purchased,  then,  subject to the other provisions of this paragraph,  the
date on which  such sale will be  deemed to have  occurred  and the date for the
delivery of the  certificates  for such  shares will be extended  for the period
necessary to take and complete such action, it being understood that the Company
will have no obligation to take and complete any such action.

     (b) Notwithstanding  the foregoing,  if this Option is exercised for shares
subject to the first-refusal  rights set forth in the Stock Transfer  Agreement,
then the certificate or certificates  representing such shares will be delivered
in  accordance  with the  terms  of,  and as  described  in the  Stock  Transfer
Agreement.

Section 6.  ADJUSTMENTS  UPON CHANGES IN  CAPITALIZATION.  The existence of this
Option  will not  affect  in any way the  right or power of the  Company  or its
Shareholders  to make or authorize  any or all  adjustments,  recapitalizations,
reorganizations  or other  changes in the  Company's  capital  structure  or its
business,  or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights  thereof,  or the dissolution or liquidation of the Company,
or any sale or  transfer  of all or any part of its assets or  business,  or any
other corporate act or proceeding,  whether of a similar character or otherwise.
If the Company will effect a  subdivision  or  consolidation  of shares or other
capital  readjustment,  the payment of a stock  dividend,  or other  increase or
reduction  of the  number of shares of the  Common  Stock  outstanding,  without
receiving compensation therefor in money, services or property, then the number,
class,  and per share  price of shares of stock  subject to this  Option will be
appropriately adjusted in such a manner as to entitle the Holder to receive upon
exercise of this Option,  for the same  aggregate cash  consideration,  the same
total  number  and  class of  shares  that  the  owner  of an  equal  number  of
outstanding  shares of Common Stock would own as a result of the event requiring
the adjustment.  Except as  hereinbefore  expressly  provided,  the issue by the
Company of shares of stock of any class, or securities  convertible  into shares
of stock of any class,  for cash or property,  or for labor or services,  either
upon  direct  sale or upon the  exercise  of rights  or  warrants  to  subscribe
therefor, or upon conversion of shares of obligations of the Company convertible
into such shares or other  securities,  will not affect,  and no  adjustment  by
reason  thereof  will be made with  respect to, the number or price of shares of
Common Stock then subject to this Option.

Section 7. EFFECT OF CERTAIN TRANSACTIONS. If the Company is a party to a merger
or  reorganization  with  one or more  other  corporations,  whether  or not the
Company  is  the  surviving  or  resulting   corporation,   or  if  the  Company

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consolidates with or into one or more other  corporations,  or if the Company is
liquidated,  or if there is a sale or other  disposition of substantially all of
the  Company's  capital  stock  or  assets  to a third  party or  parties  (each
hereinafter  referred  to as a  "Transaction"),  in any case while  this  Option
remains  outstanding:  (a) subject to the provisions of clause (b) below,  after
the effective date of such Transaction  this Option will remain  outstanding and
will be exercisable in shares of Common Stock or, if applicable,  shares of such
stock or other  securities,  cash or property as the holders of shares of Common
Stock received  pursuant to the terms of such  Transaction;  or (b) the time for
exercise of this Option may be accelerated by the Board so that this Option will
be fully  exercisable  on or prior to the  effective  date of such  Transaction;
provided that (x) notice of such acceleration  will be given to the Holder,  (y)
the Holder will have the right to exercise  this Option in part or in full prior
to the  effective  date  of  such  Transaction,  and  (z) to the  extent  not so
exercised,  this Option will be canceled prior to or as of such effective  date;
and  provided,  further,  that the  Board  may not  accelerate  unexercised  and
unexpired options pursuant to this clause (b) if to do so would adversely affect
pooling of  interests  treatment  intended to be effected in  connection  with a
Transaction.

Section 8. RIGHTS OF HOLDER.  No person will,  by virtue of the granting of this
Option to the Holder,  be deemed to be a holder of any shares  purchasable under
this Option or to be entitled  to the rights or  privileges  of a holder of such
shares  unless and until this  Option has been  exercised  with  respect to such
shares and they have been issued  pursuant to that exercise of this Option.  The
granting of this Option will not impose upon the Company or its shareholders any
obligations to continue  Holder's service  engagement with the Company,  and the
right of the Company to terminate  Holder's service  engagement with the Company
will not be  diminished  or  affected by reason of the fact that this Option has
been granted to the Holder.  Nothing herein contained will impose any obligation
upon the Holder to exercise this Option.

Section 9. RESERVATION OF SHARES.  At all times while any portion of this Option
is outstanding,  the Company will reserve and keep  available,  out of shares of
its authorized and unissued stock or reacquired  shares, a sufficient  number of
shares of its Common Stock to satisfy the  requirements  of this Option;  comply
with the terms of this Option  promptly upon exercise of the Option rights;  and
pay all fees or expenses  necessarily incurred by the Company in connection with
the issuance and delivery of shares pursuant to the exercise of this Option.

Section 10.  TRANSFER  AND  TERMINATION.  Holder may not sell,  pledge,  assign,
hypothecate,  transfer, or otherwise dispose of all or any portion of the Option
other than by will or the laws of descent and distribution.

Section 11. TAX WITHHOLDING. To the extent that the exercise of the Option gives
rise to an  obligation  on the part of the Company to  withhold  income tax from
amounts  otherwise to be paid to Holder,  the Company  shall do so on such terms
and in accordance with such procedures as may be required under applicable law.

Section 12. MISCELLANEOUS.

     (a) NOTICES.  All notices  permitted or required by this Agreement shall be
in writing and shall be deemed to be delivered and received (i) when  personally
delivered,  or (ii) on the day on which sent by facsimile,  electronic  mail, or
other similar device generating a receipt evidencing a successful  transmission,
or (iii) on the third (3rd) business day after the day on which deposited in the
United States mail,  first-class-certified mail, postage prepaid, transmitted or
addressed  to the person  for whom  intended,  at the  facsimile  number,  email
address,  or mailing  address  appearing at the end of this  Agreement,  or such
other facsimile number,  email address,  or mailing address,  notice of which is
given in the manner contemplated by this Section 12(a).

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     (b) NO EMPLOYMENT  RIGHTS.  Neither the granting of the Option evidenced by
this  Agreement,  nor any  other  action  taken  by the  Company  in  connection
therewith,  are  intended or shall be construed as giving to Holder any right to
be engaged  to provide  services  for the  Company  for any period of time or to
restrict in any manner the right and power of the Company to  terminate  Holders
relationship with Company.

     (c)  GOVERNING  LAW.  This Option  shall be governed  by and  construed  in
accordance with the internal laws of the State of California,  without regard to
conflict of law principles.

     (d) GOVERNMENT REGULATIONS.  The Option is subject to all laws, regulations
and orders of any  governmental  authority which may be applicable  thereto and,
notwithstanding any of the provisions hereof, the Holder agrees that he will not
exercise  the Option  granted  hereby nor will the Company be obligated to issue
any shares of stock  hereunder if the  exercise  thereof or the issuance of such
shares,  as the case may be,  would  constitute a violation by the Holder or the
Company  of any such law,  regulation  or order or any  provision  thereof.  The
Company will not be obligated to take any  affirmative  action in order to cause
the exercise of this Option or the issuance of shares  pursuant hereto to comply
with any such law, regulation, order or provision.

     (e)  OPTION  SUBJECT TO PLAN.  This  Option is and will be subject in every
respect to the  provisions of the Company's  Plan, as amended from time to time,
which is incorporated herein by reference and made a part hereof.  Holder hereby
accepts  this  Option  subject to all the terms and  provisions  of the Plan and
agrees that (i) in the event of any conflict  between the terms hereof and those
of the  Plan,  the  latter  will  prevail,  and (ii)  all  decisions  under  and
interpretations  of the  Plan  by the  Company's  Board  of  Directors  (or  its
designee) will be final,  binding and conclusive  upon the Holder and his or her
heirs and legal representatives.




                   [Signatures appear on the following page.]
















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         IN WITNESS  WHEREOF,  the parties have executed this Option,  or caused
this Agreement to be executed as of the Effective Date.

       "COMPANY":                                     "HOLDER:"

MACHINETALKER, INC.,
 a Delaware corporation


By_____________________________                 ______________________________
    Roland F. Bryan, President                  Holder's Signature

Address and Facsimile No. for Notices:          ______________________________
                                                Holder's Printed Name

MachineTalker, Inc.
513 De La Vina Street
Santa Barbara, California 93101                 Address and Facsimile No.
                                                 for Notices:

                                                -------------------------------
                                                -------------------------------
                                                -------------------------------
Facsimile No.:  (805) 657-1740
                                                Facsimile No.:(  )_____________


                                                No. of Option Shares:__________

                                                Vesting Commencement Date:_____

                                                Effective Date:_________________

                                                Exercise Price Per Share:_______









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