Exhibit No.: 4.8.1


THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT,  AND HAVE NOT BEEN  REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR STATE  SECURITIES  LAWS AND SUCH  SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION,  OR AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION, UNDER SAID ACT OR SUCH LAWS.




                                      FIRST
                            OPTION TO PURCHASE SHARES
                             OF THE COMMON STOCK OF

                                  CRYOCON, INC.
                             a Colorado corporation


EFFECTIVE DATE:   October 6, 2000


         This certifies that BOURNS, INC., a company incorporated under the laws
of the state of California  ("HOLDER"),  or its transferees or assigns, for good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged,  is hereby  granted an option to purchase  from  CRYOCON,  INC., a
Colorado  corporation  ("COMPANY"),  Thirty-Thousand  (30,000)  fully  paid  and
non-assessable  shares of  Company's  common stock  ("COMMON  STOCK") at a price
equal to $1.00 per share  ("EXERCISE  PRICE") at any time  within the  "Exercise
Period" (as that term is defined in Section 1.1  hereof).  This Option  shall be
exercisable  upon delivery of proper  written notice to Company at its principal
place of business  (or at such other  location  as Company may advise  Holder in
writing),  surrender of this Option properly endorsed, and, as applicable,  upon
payment in cash or by check of the  aggregate  purchase  price for the number of
shares for which this Option is being exercised.

         This Option is being issued  pursuant to that  certain  Loan  Extension
Agreement, of even date herewith ("Loan Agreement"),  by and between Company and
Holder, and is a material component of the consideration  therefor.  This Option
is the "Option" referred to in section 4(f) of the Loan Agreement.

         This Option is subject to the following terms and conditions:

         1.       Option Exercise.
                  ---------------

                  1.1  Exercise  Period.  This  Option may be  exercised  at the
option of Holder for all or any part of the shares of Common  Stock (but not for
a fraction of a share) which may be  purchased  hereunder at any time during the
three (3) year period following the Effective Date ("EXERCISE PERIOD").

<PAGE>

                  1.2 Amount of Stock. Except as otherwise provided in Section 3
hereof, the maximum number of shares of Common Stock eligible to be purchased by
Holder pursuant to this Option shall be 30,000 shares.

                  1.3 Procedure for Exercise. During the Exercise Period, Holder
may  exercise its option with respect to all or any part of the number of Common
Stock by giving the Company written notice of intent to exercise.  The notice of
exercise  shall  specify the number of Common Stock as to which the Option is to
be exercised and the date of exercise thereof, which date shall be at least five
days after the  giving of such  notice  unless an  earlier  time shall have been
mutually  agreed upon.  In the event that Holder  exercises  the Option for less
than the full amount of Common  Stock,  the  remainder of Common Stock which has
not been  exercised  shall  remain  subject  to the Option  during the  Exercise
Period.  Upon receipt of proper  notice and the full  Exercise  Price in cash by
Company,  a certificate  for the shares of Common Stock so  purchased,  together
with any other  securities  or  property to which  Holder is entitled  upon such
exercise, shall be delivered to Holder, or Holder's designee, by Company as soon
as reasonably is possible  thereafter.  The stock certificate so delivered shall
be in the denomination  determined under this Option, and shall be registered in
the name designated by Holder.

         2 Shares to Be Fully Paid; Reservation of Shares. Company covenants and
agrees that all shares of Common  Stock which may be issued upon the exercise of
the rights  represented by this Option will, upon issuance,  be duly authorized,
validly  issued,  fully  paid and  non-assessable  and free from all  preemptive
rights of any shareholder.  Company further  covenants and agrees that, from the
Effective  Date through the period within which the rights  represented  by this
Option may be exercised, Company will at all times have authorized and reserved,
for the purpose of issue or transfer  upon  exercise of the rights  evidenced by
this Option,  no less than a number of shares of authorized but unissued  Common
Stock, or other securities,  when and as required to provide for the exercise of
the rights  represented by this Option.  Company will take all reasonable action
as may be  necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed; provided, however, that except as expressly set forth herein, Company
shall  not be  required  to effect a  registration  under  Federal  or any state
securities laws with respect to such exercise.  Company will not take any action
which would result in the total number of shares of Common Stock  issuable after
such action upon exercise of all outstanding  Options,  together with all shares
of Common Stock then  outstanding  and all shares of Common Stock then  issuable
upon  exercise  of all  options  and  upon  the  conversion  of all  convertible
securities  and other equity  purchase  rights then  outstanding,  to exceed the
total number of shares of Common Stock then authorized by Company's  Articles of
Incorporation ("COMPANY CHARTER").

         3. Adjustment.  The terms of this Option shall be subject to adjustment
from time to time upon the occurrence of any or all of the following events:

                  3.1 Stock  Splits  and  Dividends.  If  outstanding  shares of
Company's  Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of any preferred  stock,  then
the Exercise  Price in effect  immediately  prior to such  subdivision or at the
record date of such dividend shall simultaneously with the effectiveness of such
subdivision  or   immediately   after  the  record  date  of  such  dividend  be
proportionately reduced. If outstanding shares of Common Stock shall be combined
into a smaller number of shares,  then the Exercise Price in effect  immediately
prior to such combination shall,  simultaneously  with the effectiveness of such
combination, be proportionately increased.

                  3.2  Reclassification or Reorganization.  In case there occurs
any  reclassification  or change of the outstanding  securities of Company or of
any  reorganization of Company (or any other corporation the stock or securities

<PAGE>

of which are at the time  receivable  upon the  exercise of this  Option) or any
similar corporate  reorganization on or after the date hereof,  then and in each
such case Holder, upon the exercise hereof at any time after the consummation of
such  reclassification,  change, or reorganization shall be entitled to receive,
in lieu of the  stock or  other  securities  and  property  receivable  upon the
exercise  hereof prior to such  consummation,  the stock or other  securities or
property to which  Holder would have been  entitled  upon such  consummation  if
Holder had  exercised  this Option  immediately  prior  thereto,  all subject to
further adjustment pursuant to the provisions of this Section 3.

                  3.3 Adjustment Certificate. When any adjustment is required to
be made pursuant to Sections 3.1 and 3.2 hereof,  Company shall promptly mail to
Holder a certificate setting forth: (i) the nature of the adjustment; and (ii) a
brief statement of the facts requiring such adjustment.

         4. Right of First Refusal.  In consideration of Company's  concern that
an untimely sale of the shares could negatively  impact the capital value of the
Company,  Holder  hereby  grants to Company a right of first refusal to purchase
any shares  which have been  issued to Holder  pursuant to this  Option.  Holder
shall give Company  written  notice of its intent to sell all or any part of the
shares issued  hereunder.  Company shall have until 5:00 p.m.,  Pacific standard
time,  on the third (3)  business day  following  receipt of such notice to give
Holder  written  notice of its  intent to  exercise  its right of first  refusal
hereunder.  The  price per share to be paid by  Company  to Holder  shall be the
closing  price of the Common Stock of Company on the OTC Bulletin  Board or such
other  primary  exchange  upon which the  Common  Stock is listed on the date of
Holder's receipt of Company's written notice of exercise.  In the event that the
closing price on the date of exercise by Company is lower than the closing price
on the date that written notice was given by Holder, Holder shall have the right
to rescind the written  notice of its intent to sell. The purchase of the shares
from Holder  must be  consummated  within ten (10) days of  Holder's  receipt of
Company's written notice of exercise by delivery of the purchase price to Holder
in the form of a cashier's  check or wire  transfer to an account  designated by
Holder.  In the event that Holder intended to exercise this Option  concurrently
with a sale of the shares to be issued  thereunder and Company has exercised its
right of first refusal,  Company shall pay to Holder the difference  between the
option  price  of the  shares  and the  purchase  price  as  calculated  in this
provision and this Option shall be deemed to have been exercised by Holder as to
that number of shares.

         5. Taxes.  The issuance of certificates for shares of Common Stock upon
the exercise of the Option shall be made without  charge to Holder of the Option
for any issue tax in respect thereof;  provided,  however,  that Holder shall be
solely  responsible  for the  payment of any and all taxes upon the  exercise of
this Option.

         6. Closing of Books.  Prior to the  termination of the Option,  Company
will at no time close its transfer  books  against the transfer of any Option or
of any shares of Common Stock issued or issuable upon the exercise of any Option
in any manner which interferes with the timely exercise of this Option.

         7. No Voting or  Dividend  Rights;  Limitation  of  Liability.  Nothing
contained in this Option shall be construed as conferring upon Holder hereof the
right to vote or to consent or to receive  notice as a shareholder of Company or
any other  matters or any rights  whatsoever  as a  shareholder  of Company.  No
dividends  or interest  shall be payable or accrued in respect of this Option or
the interest  represented hereby or the shares purchasable  hereunder until, and
only to the extent that,  this Option shall have been  exercised.  No provisions
hereof,  in the absence of  affirmative  action by Holder to purchase  shares of
Common  Stock,  and no mere  enumeration  herein of the rights or  privileges of
Holder hereof, shall give rise to any liability of Holder for the Exercise Price
or as a shareholder of Company, whether such liability is asserted by Company or
by its creditors.

<PAGE>


         8. Restrictions on Transfer.  Holder  acknowledges that this Option and
any Common Stock issued  hereunder have NOT been registered under the Securities
Act of 1933,  as amended  ("SECURITIES  ACT"),  and agrees not to sell,  pledge,
distribute,  offer for sale, transfer or otherwise dispose of this Option or any
Common  Stock  issued upon its  exercise  in the  absence  of: (i) an  effective
registration  statement under the Act as to this Option or such Common Stock and
registration  or  qualification  of this Option or such  Common  Stock under any
applicable Federal or state securities law then in effect; or (ii) an opinion of
counsel,  satisfactory to Company,  that such registration and qualification are
not  required;  provided,  however,  that Holder  shall be able to transfer  the
Option and the Common Stock to  "affiliates"  (as that term is defined under the
Securities  Act). Each  certificate or other  instrument for Common Stock issued
upon the  exercise  of this  Option  shall  bear a legend  substantially  to the
foregoing effect.

         9.       Registration Rights.
                  -------------------

                  9.1 Piggyback Registration.  If the Company proposes to file a
registration  statement under the Act (a "Registration  Statement") with respect
to an  offering  by the Company  for its own  account,  or an  offering  for the
account of any  stockholder  of the  Company  or any group of such  stockholders
holding  shares of common stock of the Company (the "Common  Shares"),  then the
Company shall give written notice of such proposed filing to the Holder at least
thirty  (30)  days  before  the  anticipated  filing  date  of the  registration
statement,  and  such  notice  shall  describe  the  proposed  registration  and
distribution  and offer the Holder the  opportunity  to  register  the number of
Common  Shares it may request.  Provided that the Company has received a written
request from Holder to register a specified number of the Common Shares at least
ten (10) days prior to filing of the registration  statement,  the Company shall
use its reasonable efforts to cause the managing  underwriter or underwriters of
the proposed underwritten public offering (the "Company  Underwriter") to permit
the Holder to include such Common  Shares in such offering on the same terms and
conditions as the other securities  included therein. If the Company Underwriter
delivers a written opinion to the Holder stating that the total number of Common
Shares which they,  the Company and any other persons  intend to include in such
offering  (the  "Total  Shares")  is  sufficiently  large  so  as to  prevent  a
successful  offering of the Total  Shares,  then the number of Common  Shares in
excess of the number to be registered  for sale by the Company to be offered for
the account of Holder and such other persons or entities  other than the Company
shall be reduced pro rata to the extent  necessary to reduce the Total Shares to
the amount recommended by the Company Underwriter.

                  9.2      Registration Procedures

                           (a)  The   Company   shall   notify   Holder  of  the
effectiveness  of a  Registration  Statement  and shall  furnish to Holder  such
number  of copies  of the  Registration  Statement  (including  any  amendments,
supplements  and exhibits),  the prospectus  contained  therein  (including each
preliminary  prospectus),   any  documents  incorporated  by  reference  in  the
Registration Statement and such other documents as Holder may reasonably request
in order to facilitate its sale of the Common Shares in the manner  described in
the Registration Statement.

                           (b) The Company shall promptly  notify Holder of, and
confirm in writing,  any request by the SEC for amendments or supplements to the
Registration  Statement  or the  prospectus  related  thereto or for  additional
information.  In addition,  the Company  shall  promptly  notify  Holder of, and
confirm in writing,  the filing of the  Registration  Statement,  any prospectus
supplement related thereto or any  post-effective  amendment to the Registration
Statement  and  the  effectiveness  of  any  such   Registration   Statement  or
post-effective amendment.

<PAGE>

                           (c) The Company shall promptly notify Holder,  at any
time when a prospectus relating to the Registration  Statement is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in the Registration  Statement, as then in effect,
includes an untrue  statement of a material  fact or omits to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not  misleading.  In
such  event,  the  Company  shall  promptly  prepare  and  furnish  to  Holder a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers  of  Common  Shares,  such  prospectus  shall not  include  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they are made, not misleading.

                           (d) The Company shall promptly  notify Holder of, and
confirm in writing,  the  issuance by the SEC of any stop order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for that  purpose.  The  Company  shall use  reasonable  efforts  to obtain  the
withdrawal  of any  order  suspending  the  effectiveness  of  the  Registration
Statement as soon as practicable.

                  9.3  Black-out  Period  Following  the  effectiveness  of  the
Registration  Statement,  the Holder agrees that it will not effect any sales of
the Common Shares pursuant to the Registration  Statement or any such filings at
any time after it has received notice from the Company to suspend sales (i) as a
result of the occurrence or existence of any Suspension  Event,  or (ii) so that
the  Company may correct or update the  Registration  Statement.  The Holder may
recommence  effecting  sales of the Common Shares  pursuant to the  Registration
Statement  or such  filings  following  further  notice to such  effect from the
Company,  which  notice  shall be given by the  Company  not later than five (5)
business days after the conclusion of any such Suspension  Event or the date the
Company has corrected or updated the Registration Statement.

                  9.4 Indemnification by Company The Company agrees to indemnify
the Holder and its officers, directors,  employees, agents,  representatives and
affiliates,  and each person or entity,  if any, that controls Holder within the
meaning of the Securities Act, and each other person or entity,  if any, subject
to  liability  because  of  his,  her or its  connection  with  Holder,  and any
underwriter  and any person who controls the  underwriter  within the meaning of
the  Securities  Act (an  "Indemnitee")  against  any and  all  losses,  claims,
damages, actions, liabilities,  costs and expenses (including without limitation
reasonable  attorneys' fees, expenses and disbursements  documented in writing),
joint or  several,  arising  out of or based upon any  untrue or alleged  untrue
statement  of material  fact  contained  in the  Registration  Statement  or any
prospectus  contained  therein,  or any  omission  or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading,  except  insofar as and to the extent  that such  statement  or
omission arose out of or was based upon information  regarding the Indemnitee or
its plan of  distribution  which was  furnished to the Company in writing by the
Indemnitee  for use therein,  provided,  further  that the Company  shall not be
liable to any person who  participates as an underwriter in the offering or sale
of Common  Shares or any other  person,  if any, who controls  such  underwriter
within the  meaning of the  Securities  Act, in any such case to the extent that
any such loss,  claim,  damage,  liability  (or action or  proceeding in respect
thereof) or expense  arises out of or is based upon (i) an untrue  statement  or
alleged  untrue   statement  or  omission  or  alleged  omission  made  in  such
Registration  Statement,  any such  preliminary  prospectus,  final  prospectus,
summary  prospectus,  amendment or supplement in reliance upon and in conformity
with information  furnished to the Company in writing for use in connection with
the  Registration   Statement  or  the  prospectus  contained  therein  by  such
Indemnitee or (ii) such Indemnitee's failure to send or give a copy of the final
prospectus furnished to it by the Company at or prior to the time such action is
required by the  Securities  Act to the person  claiming an untrue  statement or
alleged  untrue  statement or omission or alleged  omission if such statement or

<PAGE>

omission was corrected in such final prospectus.  The obligations of the Company
under this Section 8.4 shall  survive the  completion  of any offering of Common
Shares  pursuant to a Registration  Statement  under this Agreement or otherwise
and shall survive the termination of this Agreement.

                  9.5 Expenses The Company  shall bear all expenses  incurred by
it in connection with any Registration  Statement filed pursuant to this Section
9, except that the Holder shall be responsible for any brokerage or underwriting
commissions  and  taxes of any kind  (including,  without  limitation,  transfer
taxes) with respect to any disposition, sale or transfer of the Common Stock and
for  all  legal,  accounting  and  other  expenses  incurred  by the  Holder  in
connection with the Registration Statement.

         10. Change in Control. In the event of a Change in Control,  the rights
of Holder to purchase stock pursuant to this Option shall immediately accelerate
and this  Option,  at  Holder's  option,  shall  automatically  be  deemed to be
exercised  in full  pursuant  to  provisions  of Section 1 hereof,  without  any
further  action on behalf of Holder  other  than  payment  in full of the Unpaid
Obligation,  immediately  prior  to the  effective  time of any such  Change  in
Control.  For the purposes of this Agreement,  a "Change in Control" shall mean:
(i) the sale,  transfer or other  disposition of all or substantially all of the
assets of Company;  (ii) the merger or  consolidation  of Company with any other
person  (other  than a  wholly-owned  subsidiary  of Company)  unless  Company's
shareholders of record  immediately  prior to such  transaction will immediately
after such  transaction hold at least fifty percent (50%) of the voting power of
Company;  or (iii) the  acquisition  in one or more  transactions  of any voting
securities  of Company by any  "Person" (as the term person is used for purposes
of Section  13(d) or 14(d) of the  Securities  Exchange Act of 1934,  as amended
("Exchange   Act")),   immediately  after  which  such  Person  has  "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of fifty  percent  (50%) or more of the then  outstanding  voting  securities of
Company;  provided,  however, that the acquisition by Company or any corporation
or other  Person of which a majority  of its voting  power or its voting  equity
securities or equity interest is owned,  directly or indirectly,  by Company, of
Beneficial  Ownership of more than fifty percent  (50%) of the then  outstanding
voting securities of Company shall not constitute a Change in Control.

         11. Rights and Obligations  Survive Exercise of Option.  The rights and
obligations of Company and Holder under this Option,  and of the owner of shares
of Common Stock issued upon exercise of this Option,  shall survive the exercise
of this Option.

         12.  Representations  and  Covenants  of Holder.  This  Option has been
entered  into by Company in  reliance  upon the  following  representations  and
covenants of Holder:

                  12.1 Purchase  Entirely for Own Account.  The securities to be
acquired by Holder will be acquired for investment for Holder's own account, not
as a nominee or agent,  and not with a view to the resale or distribution of any
part  thereof,  and Holder has no present  intention  of selling,  granting  any
participation in, or otherwise distributing the same. Holder has not been formed
for the specific purpose of acquiring any of the securities.

                  12.2 Knowledge.  Holder is aware of Company's business affairs
and financial condition and has acquired sufficient information about Company to
reach an informed and knowledgeable decision to acquire the securities.

                  12.3  Restricted  Securities.   Holder  understands  that  the
securities have not been, and will not be,  registered under the Securities Act,
by  reason of a  specific  exemption  from the  registration  provisions  of the
Securities Act which depends upon,  among other things,  the bona fide nature of
the investment intent and the accuracy of Holder's  representations as expressed
herein. Holder understands that the securities are "restricted securities" under
applicable  Federal and state securities laws and that,  pursuant to these laws,
Holder must hold the securities indefinitely unless they are registered with the
Securities  and Exchange  Commission and qualified by state  authorities,  or an
exemption from such registration and qualification requirements is available.

<PAGE>

Holder  acknowledges  that Company has no  obligation to register or qualify the
securities  for resale.  Holder further  acknowledges  that if an exemption from
registration  or  qualification  is available,  it may be conditioned on various
requirements  including,  but not limited  to, the time and manner of sale,  the
holding period for the securities, and on requirements relating to Company which
are outside of Holder's  control,  and which Company is under no obligation  and
may not be able to satisfy.

                  12.4 Legends. Holder understands that the securities,  and any
securities  issued  in  respect  thereof  or  exchange  therefor,  may  bear the
following legend:

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT,  AND  HAVE NOT  BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
         SECURITIES ACT OF 1933, AS AMENDED,  OR STATE  SECURITIES LAWS AND SUCH
         SECURITIES  MAY NOT BE  SOLD  OR  TRANSFERRED  IN THE  ABSENCE  OF SUCH
         REGISTRATION OR  QUALIFICATION,  OR AN EXEMPTION FROM SUCH REGISTRATION
         OR QUALIFICATION, UNDER SAID ACT OR SUCH LAWS.


         13.  Modification and Waiver.  This Option and any provision hereof may
be changed, waived,  discharged,  or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

         14.  Notices.  Any  notice,  request,  or other  document  required  or
permitted to be given or  delivered  to Holder or Company  shall be delivered or
shall  be sent by an  established  overnight  service  provider  (e.g.,  Federal
Express),  or registered or certified mail,  postage  prepaid,  to Holder at its
address on the books of the  Company and to Company at its  principal  corporate
office.

         15. Binding Effect on Successors. This Option shall be binding upon any
corporation succeeding Company by merger, consolidation or acquisition of all or
substantially  all  of  Company's  assets.  All of the  obligations  of  Company
relating to the Common  Stock  issuable  upon the  exercise of this Option shall
survive the exercise and  termination  of this Option.  All of the covenants and
agreements of Company shall inure to the benefit of the permitted successors and
assigns of Holder.

         16. Descriptive Headings and Governing Law. The description headings of
the several  sections and paragraphs of this Option are inserted for convenience
only and do not constitute a part of this Option. This Option shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the STATE OF COLORADO,  without  giving  effect to principles of
conflicts of laws.

         17. Lost Option.  Company represents and Warrants to Holder hereof that
upon receipt of evidence reasonably  satisfactory to Company of the loss, theft,
destruction,  or  mutilation  of this  Option and, in the case of any such loss,
theft or destruction,  upon receipt of an indemnity  reasonably  satisfactory to
Company,  or in the case of any such mutilation upon surrender and  cancellation
of such Option,  Company, at its expense, will make and deliver a new Option, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Option.

<PAGE>

         18.  Fractional  Shares.  No  fractional  shares  shall be issued  upon
exercise of this Option. Company shall, in lieu of issuing any fractional share,
pay Holder a sum in cash equal to the same  fraction  of the then  current  fair
market value of a full share of Common Stock.








                        [SIGNATURES FOLLOW ON NEXT PAGE]



<PAGE>



         IN WITNESS WHEREOF,  Company has caused this Option to be duly executed
by its authorized officer.

                                        ("COMPANY")
                                          -------

                                        CRYOCON, INC.
                                        a Colorado corporation


                                        By:     /s/
                                           -----------------------------------
                                        Name     Robert W. Brunson
                                        Its:     President



                                        By:     /s/
                                           -----------------------------------
                                        Name:    James M. Retallick
                                        Its:     VP, Corporate Counsel


ACKNOWLEDGMENT:

("HOLDER")
  ------

BOURNS, INC.
a California corporation

By:     /s/
   -----------------------------------

Name:   Jim Booth
Its:    President




<PAGE>


Exhibit No.: 4.8.2




THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT,  AND HAVE NOT BEEN  REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR STATE  SECURITIES  LAWS AND SUCH  SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION,  OR AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION, UNDER SAID ACT OR SUCH LAWS.




                                     SECOND
                            OPTION TO PURCHASE SHARES
                             OF THE COMMON STOCK OF

                                  CRYOCON, INC.
                             a Colorado corporation


EFFECTIVE DATE:   December 15, 2000


         This certifies that BOURNS, INC., a company incorporated under the laws
of the state of California  ("HOLDER"),  or its transferees or assigns, for good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged,  is hereby  granted an option to purchase  from  CRYOCON,  INC., a
Colorado  corporation  ("COMPANY"),  Thirty-Thousand  (30,000)  fully  paid  and
non-assessable  shares of  Company's  common stock  ("COMMON  STOCK") at a price
equal to $1.00 per share  ("EXERCISE  PRICE") at any time  within the  "Exercise
Period" (as that term is defined in Section 1.1  hereof).  This Option  shall be
exercisable  upon delivery of proper  written notice to Company at its principal
place of business  (or at such other  location  as Company may advise  Holder in
writing),  surrender of this Option properly endorsed, and, as applicable,  upon
payment in cash or by check of the  aggregate  purchase  price for the number of
shares for which this Option is being exercised.

         This Option is being issued  pursuant to that  certain  Loan  Extension
Agreement, of even date herewith ("Loan Agreement"),  by and between Company and
Holder, and is a material component of the consideration  therefor.  This Option
is the "Option" referred to in section 4(f) of the Loan Agreement.

         This Option is subject to the following terms and conditions:

         1.       Option Exercise.
                  ---------------

                  1.1  Exercise  Period.  This  Option may be  exercised  at the
option of Holder for all or any part of the shares of Common  Stock (but not for
a fraction of a share) which may be  purchased  hereunder at any time during the
three (3) year period following the Effective Date ("EXERCISE PERIOD").

<PAGE>

                  1.2 Amount of Stock. Except as otherwise provided in Section 3
hereof, the maximum number of shares of Common Stock eligible to be purchased by
Holder pursuant to this Option shall be 30,000 shares.

                  1.3 Procedure for Exercise. During the Exercise Period, Holder
may  exercise its option with respect to all or any part of the number of Common
Stock by giving the Company written notice of intent to exercise.  The notice of
exercise  shall  specify the number of Common Stock as to which the Option is to
be exercised and the date of exercise thereof, which date shall be at least five
days after the  giving of such  notice  unless an  earlier  time shall have been
mutually  agreed upon.  In the event that Holder  exercises  the Option for less
than the full amount of Common  Stock,  the  remainder of Common Stock which has
not been  exercised  shall  remain  subject  to the Option  during the  Exercise
Period.  Upon receipt of proper  notice and the full  Exercise  Price in cash by
Company,  a certificate  for the shares of Common Stock so  purchased,  together
with any other  securities  or  property to which  Holder is entitled  upon such
exercise, shall be delivered to Holder, or Holder's designee, by Company as soon
as reasonably is possible  thereafter.  The stock certificate so delivered shall
be in the denomination  determined under this Option, and shall be registered in
the name designated by Holder.

         2 Shares to Be Fully Paid; Reservation of Shares. Company covenants and
agrees that all shares of Common  Stock which may be issued upon the exercise of
the rights  represented by this Option will, upon issuance,  be duly authorized,
validly  issued,  fully  paid and  non-assessable  and free from all  preemptive
rights of any shareholder.  Company further  covenants and agrees that, from the
Effective  Date through the period within which the rights  represented  by this
Option may be exercised, Company will at all times have authorized and reserved,
for the purpose of issue or transfer  upon  exercise of the rights  evidenced by
this Option,  no less than a number of shares of authorized but unissued  Common
Stock, or other securities,  when and as required to provide for the exercise of
the rights  represented by this Option.  Company will take all reasonable action
as may be  necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of any domestic securities exchange upon which the Common Stock may
be listed; provided, however, that except as expressly set forth herein, Company
shall  not be  required  to effect a  registration  under  Federal  or any state
securities laws with respect to such exercise.  Company will not take any action
which would result in the total number of shares of Common Stock  issuable after
such action upon exercise of all outstanding  Options,  together with all shares
of Common Stock then  outstanding  and all shares of Common Stock then  issuable
upon  exercise  of all  options  and  upon  the  conversion  of all  convertible
securities  and other equity  purchase  rights then  outstanding,  to exceed the
total number of shares of Common Stock then authorized by Company's  Articles of
Incorporation ("COMPANY CHARTER").

         3. Adjustment.  The terms of this Option shall be subject to adjustment
from time to time upon the occurrence of any or all of the following events:

                  3.1 Stock  Splits  and  Dividends.  If  outstanding  shares of
Company's  Common Stock shall be subdivided into a greater number of shares or a
dividend in Common Stock shall be paid in respect of any preferred  stock,  then
the Exercise  Price in effect  immediately  prior to such  subdivision or at the
record date of such dividend shall simultaneously with the effectiveness of such
subdivision  or   immediately   after  the  record  date  of  such  dividend  be
proportionately reduced. If outstanding shares of Common Stock shall be combined
into a smaller number of shares,  then the Exercise Price in effect  immediately
prior to such combination shall,  simultaneously  with the effectiveness of such
combination, be proportionately increased.

<PAGE>

                  3.2  Reclassification or Reorganization.  In case there occurs
any  reclassification  or change of the outstanding  securities of Company or of
any  reorganization of Company (or any other corporation the stock or securities
of which are at the time  receivable  upon the  exercise of this  Option) or any
similar corporate  reorganization on or after the date hereof,  then and in each
such case Holder, upon the exercise hereof at any time after the consummation of
such  reclassification,  change, or reorganization shall be entitled to receive,
in lieu of the  stock or  other  securities  and  property  receivable  upon the
exercise  hereof prior to such  consummation,  the stock or other  securities or
property to which  Holder would have been  entitled  upon such  consummation  if
Holder had  exercised  this Option  immediately  prior  thereto,  all subject to
further adjustment pursuant to the provisions of this Section 3.

                  3.3 Adjustment Certificate. When any adjustment is required to
be made pursuant to Sections 3.1 and 3.2 hereof,  Company shall promptly mail to
Holder a certificate setting forth: (i) the nature of the adjustment; and (ii) a
brief statement of the facts requiring such adjustment.

         4. Right of First Refusal.  In consideration of Company's  concern that
an untimely sale of the shares could negatively  impact the capital value of the
Company,  Holder  hereby  grants to Company a right of first refusal to purchase
any shares  which have been  issued to Holder  pursuant to this  Option.  Holder
shall give Company  written  notice of its intent to sell all or any part of the
shares issued  hereunder.  Company shall have until 5:00 p.m.,  Pacific standard
time,  on the third (3)  business day  following  receipt of such notice to give
Holder  written  notice of its  intent to  exercise  its right of first  refusal
hereunder.  The  price per share to be paid by  Company  to Holder  shall be the
closing  price of the Common Stock of Company on the OTC Bulletin  Board or such
other  primary  exchange  upon which the  Common  Stock is listed on the date of
Holder's receipt of Company's written notice of exercise.  In the event that the
closing price on the date of exercise by Company is lower than the closing price
on the date that written notice was given by Holder, Holder shall have the right
to rescind the written  notice of its intent to sell. The purchase of the shares
from Holder  must be  consummated  within ten (10) days of  Holder's  receipt of
Company's written notice of exercise by delivery of the purchase price to Holder
in the form of a cashier's  check or wire  transfer to an account  designated by
Holder.  In the event that Holder intended to exercise this Option  concurrently
with a sale of the shares to be issued  thereunder and Company has exercised its
right of first refusal,  Company shall pay to Holder the difference  between the
option  price  of the  shares  and the  purchase  price  as  calculated  in this
provision and this Option shall be deemed to have been exercised by Holder as to
that number of shares.

         5. Taxes.  The issuance of certificates for shares of Common Stock upon
the exercise of the Option shall be made without  charge to Holder of the Option
for any issue tax in respect thereof;  provided,  however,  that Holder shall be
solely  responsible  for the  payment of any and all taxes upon the  exercise of
this Option.

         6. Closing of Books.  Prior to the  termination of the Option,  Company
will at no time close its transfer  books  against the transfer of any Option or
of any shares of Common Stock issued or issuable upon the exercise of any Option
in any manner which interferes with the timely exercise of this Option.

         7. No Voting or  Dividend  Rights;  Limitation  of  Liability.  Nothing
contained in this Option shall be construed as conferring upon Holder hereof the
right to vote or to consent or to receive  notice as a shareholder of Company or
any other  matters or any rights  whatsoever  as a  shareholder  of Company.  No
dividends  or interest  shall be payable or accrued in respect of this Option or
the interest  represented hereby or the shares purchasable  hereunder until, and
only to the extent that,  this Option shall have been  exercised.  No provisions
hereof,  in the absence of  affirmative  action by Holder to purchase  shares of
Common  Stock,  and no mere  enumeration  herein of the rights or  privileges of
Holder hereof, shall give rise to any liability of Holder for the Exercise Price
or as a shareholder of Company, whether such liability is asserted by Company or
by its creditors.

<PAGE>



         8. Restrictions on Transfer.  Holder  acknowledges that this Option and
any Common Stock issued  hereunder have NOT been registered under the Securities
Act of 1933,  as amended  ("SECURITIES  ACT"),  and agrees not to sell,  pledge,
distribute,  offer for sale, transfer or otherwise dispose of this Option or any
Common  Stock  issued upon its  exercise  in the  absence  of: (i) an  effective
registration  statement under the Act as to this Option or such Common Stock and
registration  or  qualification  of this Option or such  Common  Stock under any
applicable Federal or state securities law then in effect; or (ii) an opinion of
counsel,  satisfactory to Company,  that such registration and qualification are
not  required;  provided,  however,  that Holder  shall be able to transfer  the
Option and the Common Stock to  "affiliates"  (as that term is defined under the
Securities  Act). Each  certificate or other  instrument for Common Stock issued
upon the  exercise  of this  Option  shall  bear a legend  substantially  to the
foregoing effect.

         9.       Registration Rights.
                  -------------------

                  9.1 Piggyback Registration.  If the Company proposes to file a
registration  statement under the Act (a "Registration  Statement") with respect
to an  offering  by the Company  for its own  account,  or an  offering  for the
account of any  stockholder  of the  Company  or any group of such  stockholders
holding  shares of common stock of the Company (the "Common  Shares"),  then the
Company shall give written notice of such proposed filing to the Holder at least
thirty  (30)  days  before  the  anticipated  filing  date  of the  registration
statement,  and  such  notice  shall  describe  the  proposed  registration  and
distribution  and offer the Holder the  opportunity  to  register  the number of
Common  Shares it may request.  Provided that the Company has received a written
request from Holder to register a specified number of the Common Shares at least
ten (10) days prior to filing of the registration  statement,  the Company shall
use its reasonable efforts to cause the managing  underwriter or underwriters of
the proposed underwritten public offering (the "Company  Underwriter") to permit
the Holder to include such Common  Shares in such offering on the same terms and
conditions as the other securities  included therein. If the Company Underwriter
delivers a written opinion to the Holder stating that the total number of Common
Shares which they,  the Company and any other persons  intend to include in such
offering  (the  "Total  Shares")  is  sufficiently  large  so  as to  prevent  a
successful  offering of the Total  Shares,  then the number of Common  Shares in
excess of the number to be registered  for sale by the Company to be offered for
the account of Holder and such other persons or entities  other than the Company
shall be reduced pro rata to the extent  necessary to reduce the Total Shares to
the amount recommended by the Company Underwriter.

                  9.2      Registration Procedures

                           (a)  The   Company   shall   notify   Holder  of  the
effectiveness  of a  Registration  Statement  and shall  furnish to Holder  such
number  of copies  of the  Registration  Statement  (including  any  amendments,
supplements  and exhibits),  the prospectus  contained  therein  (including each
preliminary  prospectus),   any  documents  incorporated  by  reference  in  the
Registration Statement and such other documents as Holder may reasonably request
in order to facilitate its sale of the Common Shares in the manner  described in
the Registration Statement.

                           (b) The Company shall promptly  notify Holder of, and
confirm in writing,  any request by the SEC for amendments or supplements to the
Registration  Statement  or the  prospectus  related  thereto or for  additional
information.  In addition,  the Company  shall  promptly  notify  Holder of, and
confirm in writing,  the filing of the  Registration  Statement,  any prospectus
supplement related thereto or any  post-effective  amendment to the Registration
Statement  and  the  effectiveness  of  any  such   Registration   Statement  or
post-effective amendment.

<PAGE>

                           (c) The Company shall promptly notify Holder,  at any
time when a prospectus relating to the Registration  Statement is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in the Registration  Statement, as then in effect,
includes an untrue  statement of a material  fact or omits to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not  misleading.  In
such  event,  the  Company  shall  promptly  prepare  and  furnish  to  Holder a
reasonable  number  of  copies  of a  supplement  to or  an  amendment  of  such
prospectus  as  may  be  necessary  so  that,  as  thereafter  delivered  to the
purchasers  of  Common  Shares,  such  prospectus  shall not  include  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they are made, not misleading.

                           (d) The Company shall promptly  notify Holder of, and
confirm in writing,  the  issuance by the SEC of any stop order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for that  purpose.  The  Company  shall use  reasonable  efforts  to obtain  the
withdrawal  of any  order  suspending  the  effectiveness  of  the  Registration
Statement as soon as practicable.

                  9.3  Black-out  Period  Following  the  effectiveness  of  the
Registration  Statement,  the Holder agrees that it will not effect any sales of
the Common Shares pursuant to the Registration  Statement or any such filings at
any time after it has received notice from the Company to suspend sales (i) as a
result of the occurrence or existence of any Suspension  Event,  or (ii) so that
the  Company may correct or update the  Registration  Statement.  The Holder may
recommence  effecting  sales of the Common Shares  pursuant to the  Registration
Statement  or such  filings  following  further  notice to such  effect from the
Company,  which  notice  shall be given by the  Company  not later than five (5)
business days after the conclusion of any such Suspension  Event or the date the
Company has corrected or updated the Registration Statement.

                  9.4 Indemnification by Company The Company agrees to indemnify
the Holder and its officers, directors,  employees, agents,  representatives and
affiliates,  and each person or entity,  if any, that controls Holder within the
meaning of the Securities Act, and each other person or entity,  if any, subject
to  liability  because  of  his,  her or its  connection  with  Holder,  and any
underwriter  and any person who controls the  underwriter  within the meaning of
the  Securities  Act (an  "Indemnitee")  against  any and  all  losses,  claims,
damages, actions, liabilities,  costs and expenses (including without limitation
reasonable  attorneys' fees, expenses and disbursements  documented in writing),
joint or  several,  arising  out of or based upon any  untrue or alleged  untrue
statement  of material  fact  contained  in the  Registration  Statement  or any
prospectus  contained  therein,  or any  omission  or alleged  omission to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading,  except  insofar as and to the extent  that such  statement  or
omission arose out of or was based upon information  regarding the Indemnitee or
its plan of  distribution  which was  furnished to the Company in writing by the
Indemnitee  for use therein,  provided,  further  that the Company  shall not be
liable to any person who  participates as an underwriter in the offering or sale
of Common  Shares or any other  person,  if any, who controls  such  underwriter
within the  meaning of the  Securities  Act, in any such case to the extent that
any such loss,  claim,  damage,  liability  (or action or  proceeding in respect
thereof) or expense  arises out of or is based upon (i) an untrue  statement  or
alleged  untrue   statement  or  omission  or  alleged  omission  made  in  such
Registration  Statement,  any such  preliminary  prospectus,  final  prospectus,
summary  prospectus,  amendment or supplement in reliance upon and in conformity
with information  furnished to the Company in writing for use in connection with
the  Registration   Statement  or  the  prospectus  contained  therein  by  such
Indemnitee or (ii) such Indemnitee's failure to send or give a copy of the final
prospectus furnished to it by the Company at or prior to the time such action is
required by the  Securities  Act to the person  claiming an untrue  statement or
alleged  untrue  statement or omission or alleged  omission if such statement or

<PAGE>

omission was corrected in such final prospectus.  The obligations of the Company
under this Section 8.4 shall  survive the  completion  of any offering of Common
Shares  pursuant to a Registration  Statement  under this Agreement or otherwise
and shall survive the termination of this Agreement.

                  9.5 Expenses The Company  shall bear all expenses  incurred by
it in connection with any Registration  Statement filed pursuant to this Section
9, except that the Holder shall be responsible for any brokerage or underwriting
commissions  and  taxes of any kind  (including,  without  limitation,  transfer
taxes) with respect to any disposition, sale or transfer of the Common Stock and
for  all  legal,  accounting  and  other  expenses  incurred  by the  Holder  in
connection with the Registration Statement.

         10. Change in Control. In the event of a Change in Control,  the rights
of Holder to purchase stock pursuant to this Option shall immediately accelerate
and this  Option,  at  Holder's  option,  shall  automatically  be  deemed to be
exercised  in full  pursuant  to  provisions  of Section 1 hereof,  without  any
further  action on behalf of Holder  other  than  payment  in full of the Unpaid
Obligation,  immediately  prior  to the  effective  time of any such  Change  in
Control.  For the purposes of this Agreement,  a "Change in Control" shall mean:
(i) the sale,  transfer or other  disposition of all or substantially all of the
assets of Company;  (ii) the merger or  consolidation  of Company with any other
person  (other  than a  wholly-owned  subsidiary  of Company)  unless  Company's
shareholders of record  immediately  prior to such  transaction will immediately
after such  transaction hold at least fifty percent (50%) of the voting power of
Company;  or (iii) the  acquisition  in one or more  transactions  of any voting
securities  of Company by any  "Person" (as the term person is used for purposes
of Section  13(d) or 14(d) of the  Securities  Exchange Act of 1934,  as amended
("Exchange   Act")),   immediately  after  which  such  Person  has  "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of fifty  percent  (50%) or more of the then  outstanding  voting  securities of
Company;  provided,  however, that the acquisition by Company or any corporation
or other  Person of which a majority  of its voting  power or its voting  equity
securities or equity interest is owned,  directly or indirectly,  by Company, of
Beneficial  Ownership of more than fifty percent  (50%) of the then  outstanding
voting securities of Company shall not constitute a Change in Control.

         11. Rights and Obligations  Survive Exercise of Option.  The rights and
obligations of Company and Holder under this Option,  and of the owner of shares
of Common Stock issued upon exercise of this Option,  shall survive the exercise
of this Option.

         12.  Representations  and  Covenants  of Holder.  This  Option has been
entered  into by Company in  reliance  upon the  following  representations  and
covenants of Holder:

                  12.1 Purchase  Entirely for Own Account.  The securities to be
acquired by Holder will be acquired for investment for Holder's own account, not
as a nominee or agent,  and not with a view to the resale or distribution of any
part  thereof,  and Holder has no present  intention  of selling,  granting  any
participation in, or otherwise distributing the same. Holder has not been formed
for the specific purpose of acquiring any of the securities.

                  12.2 Knowledge.  Holder is aware of Company's business affairs
and financial condition and has acquired sufficient information about Company to
reach an informed and knowledgeable decision to acquire the securities.

                  12.3  Restricted  Securities.   Holder  understands  that  the
securities have not been, and will not be,  registered under the Securities Act,
by  reason of a  specific  exemption  from the  registration  provisions  of the
Securities Act which depends upon,  among other things,  the bona fide nature of
the investment intent and the accuracy of Holder's  representations as expressed

<PAGE>

herein. Holder understands that the securities are "restricted securities" under
applicable  Federal and state securities laws and that,  pursuant to these laws,
Holder must hold the securities indefinitely unless they are registered with the
Securities  and Exchange  Commission and qualified by state  authorities,  or an
exemption from such  registration and  qualification  requirements is available.
Holder  acknowledges  that Company has no  obligation to register or qualify the
securities  for resale.  Holder further  acknowledges  that if an exemption from
registration  or  qualification  is available,  it may be conditioned on various
requirements  including,  but not limited  to, the time and manner of sale,  the
holding period for the securities, and on requirements relating to Company which
are outside of Holder's  control,  and which Company is under no obligation  and
may not be able to satisfy.

                  12.4 Legends. Holder understands that the securities,  and any
securities  issued  in  respect  thereof  or  exchange  therefor,  may  bear the
following legend:

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT,  AND  HAVE NOT  BEEN  REGISTERED  OR  QUALIFIED  UNDER  THE
         SECURITIES ACT OF 1933, AS AMENDED,  OR STATE  SECURITIES LAWS AND SUCH
         SECURITIES  MAY NOT BE  SOLD  OR  TRANSFERRED  IN THE  ABSENCE  OF SUCH
         REGISTRATION OR  QUALIFICATION,  OR AN EXEMPTION FROM SUCH REGISTRATION
         OR QUALIFICATION, UNDER SAID ACT OR SUCH LAWS.


         13.  Modification and Waiver.  This Option and any provision hereof may
be changed, waived,  discharged,  or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.

         14.  Notices.  Any  notice,  request,  or other  document  required  or
permitted to be given or  delivered  to Holder or Company  shall be delivered or
shall  be sent by an  established  overnight  service  provider  (e.g.,  Federal
Express),  or registered or certified mail,  postage  prepaid,  to Holder at its
address on the books of the  Company and to Company at its  principal  corporate
office.

         15. Binding Effect on Successors. This Option shall be binding upon any
corporation succeeding Company by merger, consolidation or acquisition of all or
substantially  all  of  Company's  assets.  All of the  obligations  of  Company
relating to the Common  Stock  issuable  upon the  exercise of this Option shall
survive the exercise and  termination  of this Option.  All of the covenants and
agreements of Company shall inure to the benefit of the permitted successors and
assigns of Holder.

         16. Descriptive Headings and Governing Law. The description headings of
the several  sections and paragraphs of this Option are inserted for convenience
only and do not constitute a part of this Option. This Option shall be construed
and enforced in accordance with, and the rights of the parties shall be governed
by, the laws of the STATE OF COLORADO,  without  giving  effect to principles of
conflicts of laws.

         17. Lost Option.  Company represents and Warrants to Holder hereof that
upon receipt of evidence reasonably  satisfactory to Company of the loss, theft,
destruction,  or  mutilation  of this  Option and, in the case of any such loss,
theft or destruction,  upon receipt of an indemnity  reasonably  satisfactory to
Company,  or in the case of any such mutilation upon surrender and  cancellation
of such Option,  Company, at its expense, will make and deliver a new Option, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Option.

<PAGE>

         18.  Fractional  Shares.  No  fractional  shares  shall be issued  upon
exercise of this Option. Company shall, in lieu of issuing any fractional share,
pay Holder a sum in cash equal to the same  fraction  of the then  current  fair
market value of a full share of Common Stock.








                        [SIGNATURES FOLLOW ON NEXT PAGE]



<PAGE>



         IN WITNESS WHEREOF,  Company has caused this Option to be duly executed
by its authorized officer.

                                        ("COMPANY")
                                          -------

                                        CRYOCON, INC.
                                        a Colorado corporation


                                        By:     /s/
                                           -----------------------------------
                                        Name     Robert W. Brunson
                                        Its:     President



                                        By:     /s/
                                           -----------------------------------
                                        Name:    James M. Retallick
                                        Its:     VP, Corporate Counsel


ACKNOWLEDGMENT:

("HOLDER")
  ------

BOURNS, INC.
a California corporation

By:     /s/
   -----------------------------------

Name:   Jim Booth
Its:    President