DIRECTOR'S OPTION TO PURCHASE STOCK
                       -----------------------------------

         THIS  AGREEMENT is made this ____ day of ______,  200_,  by and between
_______________________________,  a __________  corporation  (the "Company") and
________________ (the "Director").

         WHEREAS, ________________ is a member of the Board of Directors of the
Company; and

         WHEREAS,  in order to induce the Director to remain in his position and
in order to provide  further  incentives to Director in the  performance  of his
duties, the Company wishes to grant to Director,  an option to acquire shares of
common stock of the Company upon the terms and conditions  specified herein, and
Director wishes to accept such option.

         WHEREAS,  Director has also agreed to serve on a committee of the Board
of Directors  and/or  chairman of such  committee  and  accordingly  the Company
desires to issue to Director  additional  options for such services and Director
wishes to accept such additional options.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants  herein  contained and of other good and valuable  consideration,  the
receipt of which is hereby  acknowledged,  the parties  hereto,  intending to be
legally bound, hereby agree as follows:

         1. Grant of Option.  The Company hereby grants to Director an option to
purchase from the Company, upon the terms and conditions  hereinafter set forth,
________________  (_____)  shares of the common stock the Company at an exercise
price of ___________________  and __/100 Dollars ($____) per share, which is the
closing  price of the  Company's  common shares as reported on the OTC as of the
date  the  Director  is  elected  to  serve on the  Board  of  Directors  in the
forthcoming fiscal year.

         2.  Adjustment  of Option  Shares.  In the event  that the  outstanding
common  shares of the Company shall be changed into or exchanged for a different
number  or kind of shares  or other  securities  of the  Company  or of  another
corporation, whether through reorganization,  recapitalization,  share split-up,
combination  of shares,  merger,  consolidation,  or  otherwise,  there shall be
substituted  for each  common  share of the Company  then  subject to the option
hereinbefore  granted  the  number and kind of shares or other  securities  into
which each such  outstanding  common share shall be so changed or for which each
such share shall have been changed.  Thereafter  the words "common shares of the
Company" as used in this Agreement  shall be construed to mean such  substituted
shares or other  securities  and the option  price for each common  share of the
Company as  specified  in paragraph 1 shall apply to and be the option price for
the  shares  or other  securities  substituted  for such  common  shares  of the
Company.

<PAGE>

         3. Time for Payment for  Shares.  The option  price of the shares to be
purchased pursuant to each exercise of the option hereinbefore  granted shall be
paid in full in cash at the time of such exercise of the option.

         4.  Vesting and Time for  Exercise of Option.  In the event of death or
disability  of the  Director,  this option may be  exercised  by the  designated
heirs,  representatives  or  assigns  of  Director.  In  the  event  of a  sale,
assignment or  consolidation  of the Company,  this option shall be  immediately
exercisable. This option shall be immediately exercisable; provided the Director
serves  until  the  next  annual  election  of  directors  and  subject  to  the
termination  of  option  described  in the next  sentence,  this  option  may be
exercised  by  Director  in whole or in part at any time after one (1) year from
the  date of this  option,  for a  period  of  _____  (__)  years on or prior to
_____________,  200_. Upon the resignation or removal of Director for any reason
from the board he shall  have one (1) year to  exercise  this  option  and after
________ (_) year from such removal or resignation this option shall terminate.

         5. Method of  Exercise  of Option.  At least five (5) days prior to the
date upon which all or any portion of the option  hereinbefore  granted is to be
exercised,  Director shall deliver to the Company written notice of his election
to exercise all or part of the option,  which notice shall  specify the date and
time for the exercise of the option and the number of shares in respect of which
the option is to be  exercised.  The date  specified  in such notice  shall be a
business day, and the time specified shall be during regular business hours.

         6. Payment and Delivery of Shares. Director shall, at the date and time
specified  in such notice,  deliver a check  payable in the amount of the option
price for the  common  shares of the  Company  in respect of which the option is
being  exercised.  Such  delivery  shall be made to the Company at its principal
office,   and  such  check  shall  be  drawn  to  the  order  of  the   Company.
Contemporaneously  with such payments, the Company shall deliver to its transfer
agent instructions to issue the shares to Director. At such time, Director shall
make any  appropriate  representations  as to his investment  intent as shall be
requested by the Company in order for the Company to comply with all  applicable
state and federal securities laws.

         7. Notices. All notices and other communications  hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed first
class, postage prepaid:

          a.   If to the Company, at: ______________________________.

          b.   If to Director, at: ______________________________.


<PAGE>

         8.  Modification.  This Agreement shall become  effective as of date of
execution  hereof and unless  sooner  terminated,  shall  remain in effect for a
period of ten (10) years or until _______, 200_. No modification or amendment of
this Agreement shall be effective unless such modification or amendment shall be
in writing and signed by the parties hereto.

         9.  Construction.  This Agreement  shall be deemed to be made under and
shall be construed in accordance with the laws of the State of Nevada.

         10.  Benefit.  This Agreement  shall be binding upon and shall inure to
the benefit of the parties and all their successors and assigns.

         11.  Attorneys' Fees. In connection with any litigation  arising out of
this  Agreement,  the prevailing  party shall be entitled to recover  reasonable
attorneys' fees and costs.

         12. Assignment. The option granted hereunder shall not be assignable or
transferable  by  Director  otherwise  than by will or the laws of  descent  and
distribution, and may be exercised during the lifetime of Director only by him.

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

Signed, sealed and delivered in the presence of:


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

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


                                        -------------------------------,
                                        a _____________ corporation

_____________________________           By: _____________________________
                                        Its: _____________________________
-----------------------------