EXHIBIT 10.6


                      NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS  NONQUALIFIED  STOCK OPTION  AGREEMENT,  made as of March 1, 2003 (the
"Grant Date") by and between STONEHOUSE TECHNOLOGIES,  INC., a Texas corporation
(the "Company"), and Mardan Afrasiabi (the "Optionee").

                              W I T N E S S E T H:

     WHEREAS,  the Company and Optionee  are parties to that certain  Employment
Agreement dated as of March 1, 2003 (the "Employment Agreement");

     WHEREAS,  as of the Grant Date, the Company has 16,000,000 shares of common
stock,   par  value  $.01  per  share,  of  the  Company  (the  "Common  Stock")
outstanding; and

     WHEREAS, the Company wishes to increase the incentive of the Optionee whose
contributions  are  important  to the  success  of the  Company by  granting  to
Optionee as of the Grant Date options to purchase  shares of Common Stock of the
Company on the terms and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants set forth herein,
and other good and valuable consideration,  the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:

1. GRANT OF OPTION

     Subject to and upon the terms and conditions  set forth in this  Agreement,
the Company hereby grants to Optionee the following  options to purchase  shares
of Common Stock of the Company:

     (a) Initial  Option.  A nonqualified  stock option  (sometimes  hereinafter
referred to as the "Initial  Option") to purchase,  during the term specified in
Section 2 below, 937,500 shares (the "Initial Option Shares") of Common Stock at
an exercise price per share of $0.01.

     (b) Time-Based Option. A nonqualified  stock option (sometimes  hereinafter
referred to as the "Time-Based  Option") to purchase,  during the term specified
in Section 2 below,  an aggregate of 1,500,000  shares (the  "Time-Based  Option
Shares") of Common Stock at the following exercise prices:

               750,000 shares at $.45 per share

               375,000 shares at $.55 per share

               375,000 shares at $.65 per share

     (c)   Participating   Option.  A  nonqualified   stock  option   (sometimes
hereinafter  referred to as the  "Participating  Option" and  together  with the
Initial Option and the Time-Based Option, the "Option") to purchase,  during the
term  specified  in Section 2 below,  an  aggregate  of  1,500,000  shares  (the
"Participating  Option  Shares" and together with the Initial  Option Shares and
the  Time-Based  Option  Shares,  the "Option  Shares")  of Common  Stock at the
following exercise prices:

               750,000 shares at $.45 per share

               375,000 shares at $.55 per share

               375,000 shares at $.65 per share

2. TERMS AND VESTING OF OPTION

     (a) Option  Period.  Subject to the provisions of this Section 2, Section 5
and Section 7 hereof,  this Option  shall  terminate  and all rights to purchase
shares hereunder shall cease on the seventh anniversary of the Grant Date.

     (b) Time Vesting and Exercisability. Subject to the provisions of Section 5
and Section 7 hereof, this Option shall vest as follows:

          (i) Initial  Option.  The  Initial  Option  shall  vest,  and shall be
     exerciseable, commencing June 1, 2003.

          (ii) Time-Based Option. The Time-Based Option shall vest, and shall be
     exercisable,  in sixteen equal quarterly  installments of 93,750 commencing
     September  1,  2003 and each  subsequent  quarterly  anniversary  until the
     entire Time-Based Option is fully vested and exercisable, provided that the
     Time-Based Option shall vest and become  exerciseable  immediately prior to
     the occurrence of a Liquidity Event (as defined below), where the acquiring
     party or parties  have  refused to be bound by, and assume,  the  Company's
     obligations under this Option Agreement and the Employment  Agreement.  For
     purposes  of this  Agreement,  the term  "Liquidity  Event"  shall mean the
     consummation  of a sale of the  Company to an  independent  third  party or
     group of third parties  pursuant to which such party or parties acquire (y)
     capital  stock of the Company  possessing  the voting  power  under  normal
     circumstances  to elect a  majority  of the  Company's  Board of  Directors
     (whether by merger,  consolidation or the sale or transfer of the Company's
     capital stock) or (z) substantially all of the Company's assets.

          (iii) Participating  Option. The Participating  Option shall be deemed
     vested  only upon  occurrence  of a  Liquidity  Event or an Initial  Public
     Offering  ("IPO")  of  the  Company's  Common  Stock,   provided  that  the
     Participating  Option shall only be exerciseable  immediately  prior to the
     consummation  of the  Liquidity  Event or IPO and provided  further that if
     such Liquidity Event or IPO is not consummated,  the  Participating  Option
     shall not be deemed vested and shall not be exerciseable and Optionee shall
     have no  rights  with  respect  thereto  until  such  time as a  subsequent
     Liquidity Event or IPO occurs

     (c) Acceleration of Vesting.  Notwithstanding  the foregoing,  the Board of
Directors of the Company (the  "Board") may in its  discretion  provide that any
vesting  requirement or other such limitation on the exercise of this Option may
be rescinded,  reduced or waived by the Board,  in its sole  discretion,  at any
time and from time to time after the Grant Date, so as to accelerate the time at
which this Option may be exercised.

3. MANNER OF EXERCISE AND PAYMENT

     (a)  Exercise.  This  Option may be  exercised  as provided in Section 2 by
delivery to the Company on any business day, at its principal office,  addressed
to the attention of the Stock Option  Administrator,  of written  notice stating
that  Optionee  is  exercising  this  Option and  specifying  the  Option  being
exercised (i.e., Initial Option, Time-Based Option or Participating Option), the
number of shares of Common Stock for which this Option is being  exercised,  and
shall be accompanied by payment in full of the applicable  exercise price of the
shares for which this Option is being  exercised,  by one or more of the methods
provided  below.  The minimum  number of shares of Common  Stock with respect to
which this Option may be  exercised,  in whole or in part,  at any time shall be
the lesser of 93,750 or the  maximum  number of shares  available  for  purchase
under this Option at the time of exercise.

     (b) Payment.  Payment of the  applicable  exercise  price for the shares of
Common Stock purchased  pursuant to the exercise of this Option shall be made by
(i) certified or cashier's  check or (ii) by  delivering a written  direction to
the Company that this Option be exercised pursuant to a "cashless" exercise/sale
procedure  based on the Fair Market Value (as defined below) of the Common Stock
on the  date of  exercise.  Notwithstanding,  the  Board  may,  in its  sole and
absolute  discretion and to the extent  permitted by applicable law, permit such
payment to be made using an alternative method.

     (c)  Issuance  of  Certificates.  The Company  shall  deliver to Optionee a
certificate evidencing Optionee's ownership of the shares of Common Stock issued
pursuant to an exercise of this Option as soon as  administratively  practicable
after  satisfaction  of all conditions  relating to the issuance of such shares.
Optionee  shall not have any of the rights of a stockholder  with respect to the
Option Shares until certificates  evidencing the Option Shares are issued to the
Optionee, and, except as expressly provided for in this Agreement, no adjustment
shall be made for dividends, distributions or other rights of any kind for which
the record date is prior to the date of such issuance.

     (d) Reduction of Exercise  Price.  Optionee shall be entitled to a one-time
$37,500 reduction of the exercise price of the Time-Based Option but only to the
extent Optionee exercises his Time-Based Option to purchase a minimum of 375,000
Time-Based Option Shares.

     (e) Fair Market  Value.  For  purposes of this Section 3, Fair Market Value
shall mean the fair market value of the Common Stock as  determined by the Board
of Directors of the Company, provided,  however, that in the event that Optionee
shall not agree  with any  determination  made by the  Board of  Directors,  and
Optionee  shall give written notice of such  disagreement  to the Company within
ten  (10)  business  days  of  such   determination  or  valuation,   then  such
determination  or  valuation  shall be made by a firm of  independent  certified
public  accountants,  an investment  banking firm or appraisal  firm (which firm
shall not be an affiliate of the Company) retained by the Company and reasonably
acceptable to Optionee (the "Valuation  Agent").  Any such  determination of any
value by such  Valuation  Agent pursuant  hereto shall be binding.  The fees and
expenses of the  Valuation  Agent  shall be borne by  Optionee if the  Valuation
Agent's  valuation  doesn't  exceed  the  valuation  proposed  by the  Board  of
Directors by at least 10%, and otherwise shall be borne by the Company.

     (f)  Execution  of  Shareholders'  Agreement  as  Condition  to Exercise of
Option.  Upon  exercise of this Option by Optionee,  Optionee  shall execute and
deliver a shareholders' agreement in the form attached hereto as Exhibit A.

4. TRANSFERABILITY OF OPTION

     Unless  otherwise   permitted  by  the  Board  in  its  sole  and  absolute
discretion, Optionee may not Transfer this Option other than by will or the laws
of descent and distribution;  provided, however, that Optionee may Transfer this
Option to family  members or entities  (including  trusts)  established  for the
benefit of Optionee or  Optionee's  family  members if Optionee does not receive
consideration  for  the  Transfer  of  such  Option.   Any  Option  assigned  or
transferred  pursuant to this Section 4 shall continue to be subject to the same
terms and  conditions as were  applicable to the Option  immediately  before the
Transfer. Any purported Transfer shall have no force or effect and shall be null
and void,  and the  purported  transferee  of the Option  shall not  acquire any
rights with respect to this Option.  For  purposes of this  Agreement,  the term
"Transfer"  means to  assign,  encumber,  pledge,  transfer,  gift,  bequest  or
otherwise dispose in any way whatsoever.

5. TERMINATION OF EMPLOYMENT

     (a) By the Company  Without  Cause or By Optionee for Good  Reason.  To the
extent the Company terminates  Optionee's employment with the Company other than
by reason of  "Cause"  (as  defined in the  Employment  Agreement)  or  Optionee
voluntarily  terminates  his  employment  with the Company for "Good Reason" (as
defined in the Employment Agreement),  (i) any Option which has vested as of the
date upon which the termination occurs,  which has not been exercised,  shall be
exercisable for a period not to exceed nine (9) months after such termination at
which time,  the vested and  unexercised  portion of the Option shall expire and
Optionee shall have no further right to purchase shares of Common Stock pursuant
to such vested but unexercised Option and (ii) any Option that has not vested as
of the date upon which the  termination  occurs  shall  expire  immediately  and
Optionee shall have no further right to purchase shares of Common Stock pursuant
to the unvested portion of the Option. Unless otherwise determined by the Board,
temporary  absence  from  unemployment  because of illness,  vacation,  approved
leaves of  absence,  military  service  and  transfer  of  employment  shall not
constitute  termination  of  employment  with the Company.  Notwithstanding  the
foregoing,  in the event that a  Liquidity  Event or IPO  occurs  within six (6)
months after termination pursuant to this Section 5(a), the Participating Option
shall vest and be exercisable  upon  consummation of the Liquidity Event or IPO,
provided that Optionee must  exercise the  Participating  Option  simultaneously
with said  consummation.  If the  Participating  Option is not exercised at that
time,  the  unexercised  portion of the  Participating  Option  shall expire and
Optionee shall have no further right to purchase shares of Common Stock pursuant
to such Participating Option.

     (b) By the  Company  for  Cause.  Upon  termination  of  employment  of the
Optionee  with the Company for Cause (as defined in the  Employment  Agreement),
(i) any  Option  which  has  vested as of the date  upon  which the  termination
occurs,  which has not been exercised,  shall be exercisable for a period not to
exceed  thirty (30) days after such  termination  at which time,  the vested and
unexercised  portion  of the Option  shall  expire  and  Optionee  shall have no
further  right to purchase  shares of Common  Stock  pursuant to such vested but
unexercised  Option and (ii) any Option  that has not vested as of the date upon
which the termination occurs shall expire immediately and Optionee shall have no
further  right to  purchase  shares of Common  Stock  pursuant  to the  unvested
portion of the Option.

     (c) Voluntary  Termination By Optionee  Without Good Reason.  To the extent
the Optionee  voluntarily  terminates  his employment  with the Company  without
"Good Reason" (as defined in the Employment Agreement), (i) any Option which has
vested as of the date  upon  which the  termination  occurs,  which has not been
exercised,  shall be  exercisable  for a period  not to exceed  three (3) months
after such termination at which time, the vested and unexercised  portion of the
Option shall expire and Optionee shall have no further right to purchase  shares
of Common  Stock  pursuant  to such vested but  unexercised  Option and (ii) any
portion  of the  Option  that has not  vested  as of the  date  upon  which  the
termination  occurs shall expire  immediately and Optionee shall have no further
right to purchase shares of Common Stock pursuant to the unvested portion of the
Option.

     (d) Death or Disability. Upon the termination of employment of the Optionee
with the Company by reason of death or Disability  (as defined in the Employment
Agreement),  the  Optionee,  Optionee's  estate  or  the  devisee  named  in the
Optionee's  valid  last will and  testament  or the  Optionee's  heir at law who
inherits the Option  (whichever is applicable) has the right, at any time within
a period not to exceed six (6) months after the date of the Optionee's  death or
Disability and prior to  termination of the Option  pursuant to Section 2 above,
to exercise,  in whole or in part,  (i) the vested portion of the Option held by
such  Optionee  upon such  termination  and (ii) any portion of the Option which
vests, by its terms, within such six-month period following  Optionee's death or
disability,  at which  time,  the vested and  unexercised  portion of the Option
shall  expire and  Optionee  shall have no further  right to purchase  shares of
Common Stock pursuant to such vested but unexercised Option.

     (e) Optional  Repurchase.  In the event the Optionee's  employment with the
Company is  terminated  for any reason prior to an IPO or Liquidity  Event,  the
Company shall have the right, but not the obligation, at any time thereafter, to
repurchase  any and all shares of Common Stock held by the  Optionee  which were
acquired  upon  exercise  of any Option for a purchase  price  equal to the Fair
Market  Value of such shares of Common Stock on the date of notice by the Compay
of its intent to effectuate the repurchase process. For purposes of this Section
5(e),  the  determination  of the Fair Market Value shall be in accordance  with
Section 3(e) above.

6. REQUIREMENTS OF LAW

     (a) Registration.  At the time of any exercise of this Option,  the Company
may, if it shall determine it necessary or desirable for any reason, require the
Optionee (or his or her heirs, legatees or legal representative, as the case may
be), as a condition to the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for their own account
as an  investment  and not with a view to, or for sale in connection  with,  the
distribution of such shares,  except in compliance  with applicable  federal and
state securities laws with respect thereto.  In the event such representation is
required  to be  delivered,  an  appropriate  legend  may be  placed  upon  each
certificate  delivered to the  Optionee (or his or her heirs,  legatees or legal
representative,  as the case may be) upon his or her  exercise of part or all of
this Option and a stop  transfer  order may be placed with the  transfer  agent.
This Option shall also be subject to the  requirement  that,  if at any time the
Company  determines,  in its  discretion,  that  the  listing,  registration  or
qualification of the shares subject to this Option upon any securities  exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  regulatory  body is necessary or desirable as a condition of or in
connection with, the issuance or purchase of the shares thereunder,  this Option
may not be  exercised  in whole or in part  unless such  listing,  registration,
qualification,  consent or approval shall have been effected or obtained, at the
Company's  expense,  free of any conditions not acceptable to the Company in its
sole discretion. The Company shall not be obligated to list, register or qualify
the Options or the Option Shares with any securities exchange or under any state
or  federal  law,  nor  take any  affirmative  action  in  order  to  cause  the
exercisability  of this Option or the issuance of Option Shares  pursuant hereto
to comply with any law or regulation of any governmental authority.

     (b) Withholding.  The Board may make such provisions and take such steps as
it may deem necessary or appropriate  for the  withholding of any taxes that the
Company is  required by any law or  regulation  of any  governmental  authority,
whether federal,  state or local, domestic or foreign, to withhold in connection
with the  exercise  of this  Option,  including,  but not  limited  to,  (i) the
withholding  of delivery of shares of Common Stock upon  exercise of this Option
until the holder  reimburses  the Company for the amount the Company is required
to withhold  with  respect to such taxes,  (ii) the  canceling  of any number of
shares  of Common  Stock  issuable  upon  exercise  of this  Option in an amount
sufficient  to  reimburse  the  Company  for the  amount  it is  required  to so
withhold,   (iii)   withholding  the  amount  due  from   Optionee's   wages  or
compensation,  or (iv)  requiring  the  Optionee to pay the Company  cash in the
amount the Company is required to withhold with respect to such taxes.

7. EFFECT OF CHANGES IN CAPITALIZATION

     (a) Recapitalization.  If the outstanding shares of Common Stock of Company
are increased or decreased or changed into or exchanged  for a different  number
or  kind  of  shares  or  other   securities   of   Company  by  reason  of  any
recapitalization,  reclassification,  reorganization (other than as described in
Section 7(b) below), stock split, reverse split, combination of shares, exchange
of shares,  stock  dividend or other  distribution  payable in capital  stock of
Company,  or other increase or decrease in such shares effected  without receipt
of consideration by Company,  an appropriate and proportionate  adjustment shall
be made by the Board in the number and kind of shares of Common  Stock  issuable
upon exercise of this Option, and in the applicable  exercise price per share of
this Option.

     (b)  Reorganization.  Subject  to  Section  7(c)  below,  in the event of a
Reorganization  (as defined  below) or a Change in Control (as defined below) of
the Company,

          (i) with respect to the Initial Option,  the Board may in its sole and
     absolute  discretion  provide on a case by case basis that (A) the  Initial
     Option shall  terminate,  provided,  however,  that Optionee shall have the
     right  immediately  prior to the  consummation  of such  Reorganization  or
     Change of Control  and during  such  reasonable  period as the Board in its
     sole  discretion  shall  determine  and  designate  to exercise  all or any
     portion of the Initial Option;  (B) after the consummation of the Change of
     Control,  the  Initial  Option  will  continue in full force and effect and
     shall be subject to the terms and conditions  set forth in this  Agreement;
     and/or (C) to the extent a  Reorganization  occurs,  upon  exercise  of the
     Initial  Option after  consummation  of such  Reorganization,  the Optionee
     shall be entitled to receive such number of shares of Common Stock or other
     securities  or property  to which a holder of shares of Common  Stock would
     have been entitled to upon such Reorganization;

          (ii) with  respect to the  Time-Based  Option,  (A) to the extent such
     Reorganization  or Change in Control also constitutes a Liquidity Event (as
     defined in Section 2(b)(ii)),  the Time-Based Option shall vest pursuant to
     Section  2(b)(ii)  and (B) to the extent such  Reorganization  or Change in
     Control  does not  constitute  a  Liquidity  Event (as  defined  in Section
     2(b)(ii)),  if Optionee's  employment with the Company is terminated by the
     Company Without Cause or if Optionee voluntarily  terminates his employment
     for  Good  Reason  within  eighteen  months  of the  consummation  of  such
     Reorganization  or Change of  Control,  all of the  outstanding  Time-Based
     Option  shall  become  immediately  exerciseable,  without  regard  to  any
     limitation imposed herein,  and (C) to the extent a Reorganization  occurs,
     upon exercise of any vested  Time-Based  Option after  consummation of such
     Reorganization,  the  Optionee  shall be entitled to receive such number of
     shares of Common Stock or other securities or property to which a holder of
     shares  of  Common   Stock   would   have  been   entitled   to  upon  such
     Reorganization; and

          (iii) with respect to the Participating  Option, (A) the Participating
     Option shall vest and become immediately exerciseable and (B) to the extent
     a Reorganization  occurs,  upon exercise of any Participating  Option after
     consummation  of such  Reorganization,  the  Optionee  shall be entitled to
     receive  such  number  of shares of  Common  Stock or other  securities  or
     property  to which a holder  of  shares of  Common  Stock  would  have been
     entitled to upon such Reorganization.

          For  purposes of this  Agreement,  a  "Reorganization"  of the Company
     shall  be  deemed  to  occur if (i) the  Company  is a party  to a  merger,
     consolidation,  reorganization,  or other business combination (including a
     spin-off,  split-off,  split-up  or similar  transaction)  with one or more
     entities in which neither the Company,  nor any parent or subsidiary of the
     Company  is the  surviving  entity  or  (ii)  if the  Company  disposes  of
     substantially  all of its assets  determined on a consolidated  basis.  For
     purposes of this Agreement,  a "Change in Control" shall be deemed to occur
     if any  person  or  group of  persons  shall  acquire  direct  or  indirect
     beneficial ownership (whether as a result of stock ownership,  revocable or
     irrevocable proxies or otherwise) of securities of the Company, pursuant to
     one or more  transactions,  such that after consummation and as a result of
     such  transaction,  such person  possesses  the voting  power under  normal
     circumstances to elect a majority of the Company's Board of Directors.  For
     purposes of this Agreement, a "person" shall mean any person,  corporation,
     partnership,  joint  venture or other  entity or any group (as such term is
     defined for purposes of Section  13(d) of the Exchange  Act),  other than a
     parent or subsidiary,  and  "beneficial  ownership"  shall be determined in
     accordance with Rule 13d-3 under the Exchange Act. The Company shall notify
     Optionee  of any  proposed  Reorganization  or Change of  Control  at least
     thirty (30) days prior to the consummation of such Reorganization or Change
     of  Control,  which  notice  (the  "Transaction  Notice")  shall  include a
     description of the proposed  transaction as well as the consideration to be
     paid to holders of the  Company's  Common  Stock upon  consummation  of the
     Reorganization or Change of Control.

     (c)  Tag  Along;  Drag-Along.  Notwithstanding  anything  to  the  contrary
contained herein, upon the occurrence of a Liquidity Event,  Optionee shall have
the right to participate  with the holders of the Company's  Common Stock in any
such Liquidity Event, to the extent that any Option granted  hereunder vests and
becomes  exercisable  immediately  upon the occurrence of a Liquidity  Event, by
providing  written  notice to the Company within ten (10) days of receipt by him
of the Transaction Notice. In addition,  notwithstanding the foregoing, upon the
occurrence of a Reorganization or Change of Control,  (i) the Company shall have
the right to require Optionee to exercise his vested Option and participate with
the holders of the Company's Common Stock (on a net-exercise  basis) in any such
Reorganization  or Change of Control  and (ii) to the extent  Optionee  holds or
owns  beneficially any Common Stock, the Company shall have the right to require
Optionee  to sell such Common  Stock on the terms and subject to the  conditions
set forth in the Transaction  Notice, by providing written notice to Optionee at
least ten (10) days prior to the consummation of the Reorganization or Change of
Control.  To the extent the  Company  requires  Optionee to  participate  in the
Reorganization  or Change of  Control as  provided  in the  foregoing  sentence,
Optionee shall take such necessary or desirable  actions in connection  with the
consummation of the Reorganization or Change of Control as reasonably  requested
by the Company.

     (d) Dissolution or Liquidation.  Upon the dissolution or liquidation of the
Company,  this Option shall  terminate.  In the event of any termination of this
Option under this Section 7(d), Optionee shall have the right, immediately prior
to the occurrence of such  termination and during such reasonable  period as the
Board in its sole  discretion  shall  determine and designate,  to exercise this
Option in whole or in part.

     (e)  Adjustments.  Adjustments  under  this  Section 7 related  to stock or
securities of the Company  shall be made by the Board,  whose  determination  in
that respect shall be final,  binding,  and conclusive.  No fractional shares of
Common Stock or units of other  securities  shall be issued pursuant to any such
adjustment,  and any  fractions  resulting  from  any such  adjustment  shall be
eliminated in each case by rounding downward to the nearest whole share or unit.

     (f) No Limitations.  The grant of this Option hereunder shall not affect or
limit  in any way  the  right  or  power  of the  Company  to make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure  or to  merge,  consolidate,  dissolve  or  liquidate,  or to  sell or
transfer all or any part of its business or assets.

8. DISCLAIMER OF RIGHTS

     No  provision  of this  Agreement  shall be  construed  to confer  upon any
individual,  including  Optionee,  the right to  remain  in the  employ of or to
continue in any other contractual  relationship with the Company or to interfere
in any way with the right and  authority  of the  Company  either to increase or
decrease the compensation of any individual, including Optionee, at any time, or
to  terminate  any  employment  or other  relationship  between any  individual,
including Optionee, and the Company.

9. NONEXCLUSIVITY OF THIS AGREEMENT

     This Agreement shall not be construed as creating any limitations  upon the
right and  authority  of the Board to adopt  such other  incentive  compensation
arrangements  (which  arrangements may be applicable either generally to a class
or  classes  of  individuals  or  specifically  to a  particular  individual  or
individuals)  as the Board in its discretion  determines  desirable,  including,
without limitation,  the granting of stock options or stock appreciation rights.
However,  by signing this Agreement,  the Optionee  acknowledges and agrees that
any other  previous  option or  similar  agreements  between  the  Company,  its
affiliates, and the Optionee are hereby cancelled and shall be null and void.

10. MISCELLANEOUS

     (a)  Indulgences,  Etc.  Neither  the  failure nor any delay on the part of
either  party to  exercise  any right,  remedy,  power or  privilege  under this
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any right,  remedy, power or privilege preclude any other or further
exercise of the same or of any other  right,  remedy,  power or  privilege,  nor
shall any waiver of any right,  remedy,  power or privilege  with respect to any
occurrence  be construed as a waiver of such right,  remedy,  power or privilege
with respect to any other occurrence.  No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

     (b)  Controlling  Law. This  Agreement  and all  questions  relating to its
validity,  interpretation,   performance  and  enforcement  (including,  without
limitation,  provisions concerning limitations of actions), shall be governed by
and  construed  in  accordance  with the laws of the State of  Florida,  without
application to the principles of conflict of laws.

     (c)  Notices.  All  notices,  requests,  demands  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  to have  been  duly  given,  made  and  received  only  when  personally
delivered,  one day following the day when deposited  with an overnight  courier
service for overnight priority service, such as Federal Express, for delivery to
the intended  addressee or three days  following  the day when  deposited in the
United States mails, first class postage prepaid,  certified or registered mail,
and addressed,  in the case of Company, to its principal place of business, and,
in the case of  Optionee,  as set forth below  Optionee's  signature on the last
page hereof. Any person may alter the address to which  communications or copies
are to be sent by giving notice of such change of address in conformity with the
provisions of this Section for the giving of notice.

     (d) Binding Nature of Agreement;  Transferability.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  personal  representatives,  successors and assigns. This Agreement shall
not be assignable or transferable by the Optionee other than by will or the laws
of descent and distribution.

     (e)  Severability.  The provisions of this Agreement are independent of and
separable  from each  other,  and no  provision  shall be  affected  or rendered
invalid or  unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

     (f) Section  Headings.  The  section  headings  in this  Agreement  are for
convenience  only;  they form no part of this Agreement and shall not affect its
interpretation.

     (g) Number of Days.  In  computing  the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and holidays;
provided,  however that if the final day of any time period falls on a Saturday,
Sunday or holiday on which federal banks are or may elect to be closed, then the
final day shall be deemed to be the Company day which is not a Saturday,  Sunday
or such holiday.

     (h) No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any person other than the parties and their  respective
successors and permitted assigns.

     (i) Entire Agreement;  Amendments.  This Agreement (including the documents
and exhibits  referred to herein)  constitutes  the entire  agreement  among the
parties and supersedes any prior understandings,  agreements, or representations
by or among the  parties,  written or oral,  that may have related in any way to
the subject matter hereof.  This Agreement may not be amended,  supplemented  or
modified in whole or in part except by an  instrument  in writing  signed by the
party or parties against whom  enforcement of any such amendment,  supplement or
modification is sought.

     (j) Construction.  The language used in this Agreement will be deemed to be
the language  chosen by the parties to express their mutual intent,  and thereof
strict  construction  shall be applied  against any party.  Any reference to any
federal, state, local or foreign statute or law shall be deemed also to refer to
the rules and regulations  promulgated  thereunder,  unless the context requires
otherwise.  The parties intend that each representation,  warranty, and covenant
contained herein shall have independent significance.  If any party has breached
any representation,  warranty,  or covenant contained herein in any respect, the
fact that there exists another representation,  warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which
the party has not breached  shall not detract from or mitigate the fact that the
party is in breach of the first representation, warranty or covenant.

     (k)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

     (l) Pronouns.  The use of any gender in this  Agreement  shall be deemed to
include all genders,  and the use of the singular shall be deemed to include the
plural and vice versa, wherever it appears appropriate from the context.

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

                                STONEHOUSE TECHNOLOGIES, INC.


                                 By: /s/ H. Irwin Levy
                                 Name: H. Irwin Levy
                                 Title: Chairman of the Board


                                 OPTIONEE:

                                 /s/ Mardan Afrasiabi
                                 Mardan Afrasiabi

                                 Address:
                                 19700 Fairchild Rd. #290
                                 Irvine, CA 92612



                                    EXHIBIT A

                             SHAREHOLDERS AGREEMENT


     THIS SHAREHOLDERS AGREEMENT ("Agreement") is entered into as of the ___ day
of  _________,  200_  by  and  among  STONEHOUSE  TECHNOLOGIES,  INC.,  a  Texas
corporation    ("Corporation"   or   the   "Company")   and   Mardan   Afrasiabi
("Shareholder").

                              W I T N E S S E T H :

     WHEREAS,  the Shareholder owns of record and beneficially _____ shares (the
"Shares") of common stock,  par value $0.01 per share, of the  Corporation  (the
"Common Stock"); and

     WHEREAS,  the Shareholder and the Corporation  agree that it is in the best
interest of the Corporation to provide for the transfer,  ownership,  pledge and
disposition of the Shares in the manner and to the extent set forth herein;

     NOW,  THEREFORE,  in consideration of TEN DOLLARS ($10.00),  and the mutual
promises  herein  exchanged,  the parties  hereto,  each intending to be legally
bound hereby, agree as follows:

     1.  Recitals.   The  foregoing  recitals  are  true  and  correct  and  are
     incorporated herein by reference.

     2. Legend.  All Shares now or hereafter owned by the  Shareholder  shall be
     subject  to  the  provisions  of  this   Agreement  and  the   certificates
     representing same shall bear a legend in substantially the following form:

     "Any sale, assignment,  transfer, pledge or other disposition of the shares
     of stock  represented  by this  certificate is restricted by and subject to
     the terms and provisions of a Shareholders  Agreement,  dated as of the day
     of _________,  200_. A copy of said Shareholders  Agreement is on file with
     the Secretary of the Corporation.  By acceptance of this  certificate,  the
     holder  hereof  agrees  to be  bound  by the  terms  of  said  Shareholders
     Agreement.

     The securities  represented by this  certificate  have not been  registered
     under the Securities Act of 1933 as amended,  or the securities laws of any
     state or other  jurisdiction,  and may not be sold,  transferred,  pledged,
     hypothecated  or  otherwise  disposed of in the absence of (1) an effective
     Registration  Statement for such securities under applicable law, or (2) an
     opinion of counsel, satisfactory to the Corporation, that such registration
     is not required."

     A copy  of  this  Agreement  shall  be  filed  with  the  Secretary  of the
     Corporation.

     3. Voting  Provisions.  The Shareholder hereby agrees, on behalf of himself
     and his heirs,  successors  and permitted  assigns,  that he shall vote his
     Shares, and take such other action as may be necessary,  to elect _________
     as the entire Board of Directors of the Corporation.

     4. Restrictions on Transfer and Issuance.

     (a) Except as expressly  provided in this Agreement and in accordance  with
     its terms and conditions,  the Shareholder  shall not, in any way or manner
     whatsoever,  sell, assign,  transfer,  give,  bequeath,  devise,  donate or
     otherwise dispose of, or pledge,  deposit or otherwise  encumber any of the
     Shares now or hereafter held by him.

     (b)  Shareholder  shall  have the right to  transfer  or assign  during his
     lifetime  and/or  bequeath  or  devise  at the time of his death all or any
     Shares  now or  hereafter  owned  by  him to  family  members  or  entities
     (including   trusts)   established   for  the  benefit  of  Shareholder  or
     Shareholder's family members if Shareholder does not receive  consideration
     for the transfer of such Shares  subject,  however,  to the  provisions  of
     subsection (c) hereof.

     (c) In the event any  purported  or  attempted  transfer of Shares does not
     comply with the  provisions of this  Agreement,  the  purported  transferee
     shall not be deemed to be a shareholder of the Corporation and shall not be
     entitled  to  registration  of such  transfer of Shares on the books of the
     Corporation. No transfer of Shares shall be valid unless the transferee has
     first become a party to this Agreement.  The Corporation shall not be bound
     to  acknowledge  or recognize any transfer of Shares until the  Corporation
     has been furnished with such reasonable written proof of the transfer as it
     shall  demand.  In  addition,  no person  shall  have the right to become a
     shareholder of the Corporation unless: (i) such person has executed any and
     all instruments,  in form and substance reasonably  satisfactory to counsel
     for the  Corporation,  required to evidence (A) such person's  ownership of
     the  Shares on the  books  and  records  of the  Corporation,  and (B) such
     person's acceptance and adoption of all of the terms and provisions of this
     Agreement;  and (ii) such person has paid all  reasonable  attorneys'  fees
     incurred by the  Corporation  in connection  with the  preparation  of such
     documentation.  The Shareholders hereby agree to cause this Agreement to be
     amended to permit a  transferee  acquiring  Shares in  accordance  with the
     provisions of this Agreement to become a shareholder of the Corporation,  a
     party hereto and a "Shareholder" hereunder.

     (d) The restrictions on transfer set forth in this Section 4 shall continue
     with  respect to the  Shareholder  until the date on which the  Corporation
     shall have consummated an Initial Public Offering ("IPO").

     5 "Piggyback" Registration Rights.

     (a) Piggyback  Rights.  If, at any time prior to the first anniversary date
     after the consummation of an IPO (the "Registration  Period"),  the Company
     proposes  to register  any of its Common  Stock  under the  Securities  Act
     (other  than in  connection  with a merger,  acquisition,  exchange  offer,
     dividend  reinvestment  plan or pursuant to Form S-8 or any successor form)
     either on its own behalf or on behalf of any  shareholder  of the  Company,
     the Company shall give written  notice to the  Shareholder  at least twenty
     (20) days prior to the filing of each such  registration  statement  of its
     intention to do so and shall  inquire  whether the  Shareholder  desires to
     include any of his Shares therein. If the Shareholder  notifies the Company
     within  ten (10) days  after  receipt  of any such  notice of his desire to
     include  any of his Shares in such  proposed  registration  statement,  the
     Company  shall  afford the  Shareholder  the  opportunity  to have any such
     Shares   registered  under  such   registration   statement  (a  "Piggyback
     Registration").  Notwithstanding anything to the contrary contained herein,
     the  Company  shall  have the right at any time  after it shall  have given
     written notice pursuant to this Section  (irrespective of whether a written
     request  for  inclusion  of any such  Shares  shall  have  been made by the
     Shareholder) to elect not to file any such proposed registration statement,
     or to withdraw such  registration  statement  after the filing but prior to
     the effective date thereof.

     (b)  Piggyback  Expenses.  If  the  Company  proposes  to  sell  any of its
     CommonStock in a Piggyback Registration, the Company shall pay all expenses
     incident  to the  registration,  other  than the fees and  expenses  of any
     separate  counsel(s)  retained by the Shareholder and any transfer taxes or
     underwriting  discounts  or  commissions  applicable  to  the  Shares  sold
     pursuant hereto,  the Shareholder  shall pay those expenses incident to the
     Piggyback  Registration  allocable  to the  registration  of his  Shares so
     included,  and any expenses  incident to the Piggyback  Registration not so
     allocable  shall  be  borne  by all  sellers  of  Shares  included  in such
     registration in proportion to the aggregate  selling price of the Shares to
     be so registered.

     (c) Priority on Primary  Registrations.  If a Piggyback  Registration is an
     underwritten  primary  registration  on  behalf  of the  Company,  and  the
     managing  underwriters  advise the Company in writing that in their opinion
     the  number of shares of Common  Stock  requested  to be  included  in such
     registration  exceeds the number  which can be sold in such  offering in an
     orderly  manner within a price range  acceptable to the Company and without
     adversely  affecting the  marketability of the offering,  the Company shall
     include  in such  registration  (i) first,  the shares of Common  Stock the
     Company  proposes to sell,  and (ii)  second,  other shares of Common Stock
     requested to be included in such  registration,  pro rata among the holders
     of such  shares  on the basis of the  number  of shares  owned by each such
     shareholder,  including  the  Shares  requested  to  be  included  in  such
     registration by the Shareholder.

     (d) Priority on Secondary Registrations.  If a Piggyback Registration is an
     underwritten  secondary  registration on behalf of holders of shares of the
     Company's   Common  Stock,  and  the  managing   underwriters   advise  the
     Corporation in writing that in their opinion the number of shares of Common
     Stock  requested  to be  included in such  registration  exceeds the number
     which can be sold in such  offering  in an  orderly  manner  within a price
     range acceptable to the holders initially  requesting such registration and
     without adversely affecting the marketability of the offering,  the Company
     shall include in such  registration  (i) first,  the shares of Common Stock
     requested  to  be  included   therein  by  the  holders   requesting   such
     registration, and (ii) second, other shares of Common Stock requested to be
     included in such registration, pro rata among the holders of such shares on
     the basis of the number of shares owned by each such shareholder, including
     the  Shares   requested  to  be  included  in  such   registration  by  the
     Shareholder.

     (e)  Indemnification.  The  Company  agrees  to  indemnify,  to the  extent
     permitted  by law, the  Shareholder  (solely in his capacity as a seller of
     Shares and not as an officer of the Company),  against all losses,  claims,
     damages,  liabilities  and expenses  caused by any untrue or alleged untrue
     statement  of  material  fact  contained  in  any  registration  statement,
     prospectus or preliminary prospectus or any amendment thereof or supplement
     thereto or any omission or alleged  omission of a material fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading,  except  insofar as the same are caused by or  contained in any
     information  furnished  in  writing  to  the  Company  by  the  Shareholder
     expressly for use therein or by the Shareholder's failure to deliver a copy
     of  the   registration   statement  or  prospectus  or  any  amendments  or
     supplements  thereto after the Company has furnished the Shareholder with a
     copy of the same. In connection  with any  registration  statement in which
     the  Shareholder is  participating,  the  Shareholder  shall furnish to the
     Company  in  writing  such   information  and  affidavits  as  the  Company
     reasonably  requests  for use in  connection  with  any  such  registration
     statement  or  prospectus  and,  to the  extent  permitted  by  law,  shall
     indemnify  the  Company,  its  directors  and  officers and each person who
     controls the Company (within the meaning of the Securities Act) against any
     losses, claims, damages, liabilities and expenses resulting from any untrue
     or alleged untrue  statement of material fact contained in the registration
     statement, prospectus or preliminary prospectus or any amendment thereof or
     supplement  thereto or any omission or alleged  omission of a material fact
     required to be stated therein or necessary to make the  statements  therein
     not  misleading,  but only to the  extent  that such  untrue  statement  or
     omission is  contained  in any  information  or  affidavit  so furnished in
     writing by the  Shareholder;  provided,  however,  that the  obligation  to
     indemnify  shall be limited to the net amount of  proceeds  received by the
     Shareholder  from  the  sale  of  Shares  pursuant  to  such   registration
     statement.

     (f)   Indemnification   Claims.  Any  person  entitled  to  indemnification
     hereunder shall (i) give prompt written notice to the indemnifying party of
     any claim with respect to which it seeks indemnification (provided that the
     failure  to give  prompt  notice  shall not impair  any  person's  right to
     indemnification hereunder to the extent such failure has not prejudiced the
     indemnifying  party) and (ii) unless in such indemnified party's reasonable
     judgment a conflict of interest  between such  indemnified and indemnifying
     parties  may exist with  respect to such claim,  permit  such  indemnifying
     party  to  assume  the  defense  of  such  claim  with  counsel  reasonably
     satisfactory  to the  indemnified  party.  If such defense is assumed,  the
     indemnifying party shall not be subject to any liability for any settlement
     made by the  indemnified  party without its consent (but such consent shall
     not be unreasonably  withheld).  An indemnifying  party who is not entitled
     to, or elects not to,  assume the defense of a claim shall not be obligated
     to pay the fees and  expenses  of more  than one  counsel  for all  parties
     indemnified by such indemnifying  party with respect to such claim,  unless
     in the reasonable  judgment of any indemnified party a conflict of interest
     may exist between such indemnified  party and any other of such indemnified
     parties with respect to such claim.  An indemnified  party shall be able to
     assume  the  defense  (at  the  cost  of  the  indemnifying  party)  if the
     indemnifying   party  does  not  diligently   pursue  the  defense  of  the
     indemnified party. In addition,  no indemnifying party shall consent to the
     entry of a settlement except with the consent of the indemnified party.

     (g)  Participation in Underwritten  Registrations.  The Shareholder may not
     participate in any registration  hereunder which is underwritten  unless he
     (i) agrees to sell his securities on the basis provided in any underwriting
     arrangements  approved by the Corporation,  and (ii) completes and executes
     all   questionnaires,   powers  of  attorney,   indemnities,   underwriting
     agreements   and  other   documents   required  under  the  terms  of  such
     underwriting arrangements.

     (h) Termination of Registration  Rights. As to any particular Shares,  such
     securities shall cease to be eligible for the registration  rights provided
     by this  Section  5 when they have  been  transferred  in a public  sale or
     repurchased by the Company or may in the written opinion of counsel for the
     Corporation,  be publicly  sold  without the need for  compliance  with the
     registration   provisions  of  the  Securities  Act  and  applicable  state
     securities laws.

     (i)  Additional  Terms.  In  connection  with the filing of a  registration
     statement  pursuant to this Section 5, the Company  shall:  (a) prepare and
     file without expense to the Shareholder any amendment or supplement to such
     registration  statement  or  prospectus  as may be necessary to comply with
     Section  10(a)(3) of the Securities Act or advisable in connection with the
     proposed  distribution  of the Shares by the  Shareholder  (but only during
     such period as the Company is required to keep the  registration  statement
     effective); (b) use its reasonable best efforts to qualify the Shares being
     so registered for sale under the Securities Act or state securities laws in
     such  reasonable  number of  states as the  Shareholder  may  designate  in
     writing  and to  register  or obtain the  approval  of any federal or state
     authority   which  may  be  required  in   connection   with  the  proposed
     distribution,  except,  in each case, in jurisdictions in which the Company
     must either qualify to do business or file a general  consent to service of
     process as a condition to the  qualification of such Shares;  (c) undertake
     to keep said  registration  statement and prospectus  effective  until such
     time as the Shares are sold or become  available  for public  sale  without
     registration  under the Securities Act; and (d) furnish to the Shareholder,
     as soon as available,  copies of any such  registration  statement and each
     preliminary or final prospectus and any supplement or amendment required to
     be  prepared  pursuant  to the  foregoing  provisions  hereof,  all in such
     quantities as the Shareholder may from time to time reasonably request.

     (j) Suspension of Distribution of Shares. The Shareholder,  upon receipt of
     notice from the Company upon the  occurrence  of an event which  requires a
     post-effective  amendment to the registration  statement or a supplement to
     the prospectus included therein, shall promptly discontinue the sale of the
     Shares until he has received copies of a supplemented or amended prospectus
     from  the  Company,   which  the  Corporation  shall  provide  as  soon  as
     practicable  after such notice.  The  Shareholder  agrees not to effect any
     public  sale  of  equity  securities  of the  Company,  or  any  securities
     convertible into or exchangeable or exercisable for such securities, during
     the seven days prior to the 180-day period  beginning on the effective date
     of any (i) underwritten Piggyback Registration in which Shares are included
     (except  as part  of  such  underwritten  registration),  or (ii) a  public
     offering,  in each  case  unless  the  underwriters  managing  such  public
     offering and the Company otherwise agree.

     6. Miscellaneous.

     (a) All notices,  demands, or other communications given hereunder shall be
     in writing and shall only be deemed duly given upon hand  delivery  thereof
     or upon the first business day after mailing by United States registered or
     certified mail,  return receipt  requested,  postage prepaid,  addressed as
     follows:

        If to the Corporation:           Stonehouse Technologies, Inc.
                                         [Address]

        If to Shareholder                Mardan Afrasiabi
                                         [Address]

     or such  other  address  or to such  other  person  as either  party  shall
     designate  to the other for such  purpose  in the  manner  hereinafter  set
     forth.

     (b) The  Shareholder  hereby agrees to execute any and all  instruments  or
     other  documents  which counsel to the  Corporation  shall  reasonably deem
     necessary in order to effectuate this Agreement.

     (c) This  Agreement  shall be construed in accordance  with the laws of the
     State of Florida  and any  proceeding  arising  between  the parties in any
     manner pertaining or related to this Agreement,  to the extent permitted by
     law, shall be held in Palm Beach County, Florida.

     (d) This Agreement shall be binding upon the parties  hereto,  their heirs,
     administrators, successors and permitted assigns.

     (e) The captions in this Agreement are for  convenience  and reference only
     and in no way define, describe, extend or limit the scope or intent of this
     Agreement or the intent of any provision hereof.

     (f) All  pronouns  shall be  deemed  to refer to the  masculine,  feminine,
     neuter,  singular or plural,  as the  identity of the party or parties,  or
     their personal representatives, successors and assigns may require.

     (g) This  Agreement may be executed in any number of  counterparts  and all
     executed  counterparts shall constitute one Agreement  notwithstanding that
     all  signatories  are  not  signatories  to the  original  or to  the  same
     counterpart.

     (h) Each party hereto recognizes and agrees that the violation of any term,
     provision or condition of this  Agreement may cause  irreparable  damage to
     the other parties  which may be difficult to ascertain,  and that the award
     of any sum of damages  may not be  adequate  relief to such  parties.  Each
     party,  therefore,  agrees that, in addition to other remedies available in
     the event of a breach of this Agreement, any other party shall have a right
     to equitable relief  including,  but not limited to, the remedy of specific
     performance.

     (i) If any party  hereto is  required to engage in  litigation  against any
     other  party  hereto,  either as  plaintiff  or as  defendant,  in order to
     enforce or defend any of its or his rights under this  Agreement,  and such
     litigation  results in a final judgment in favor of such party ("Prevailing
     Party"),  then the party or parties  against  whom said final  judgment  is
     obtained shall reimburse the Prevailing  Party for all direct,  indirect or
     incidental  expenses  incurred by the  Prevailing  Party in so enforcing or
     defending its or his rights  hereunder  including,  but not limited to, all
     attorney's fees and court costs and other expenses incurred  throughout all
     negotiations,  trials  or  appeals  undertaken  in  order  to  enforce  the
     Prevailing Party's rights hereunder.

     (j) If any provisions or any portion of any provision of this Agreement, or
     the  application of any such provision or any portion thereof to any person
     or  circumstance,  shall be held invalid or  unenforceable,  the  remaining
     portion of such provision and the remaining  provisions of this  Agreement,
     or the  application  of such  provision or portion of such  provision as is
     held invalid or unenforceable to persons or circumstances  other than those
     as to which it is held  invalid  or  unenforceable,  shall not be  affected
     thereby.


                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year set forth beneath each signature.

                                         STONEHOUSE TECHNOLOGIES, INC.


                                         By: /s/ H. Irwin Levy
                                         Name: H. Irwin Levy
                                         Title: Chairman of the Board
                                         Dated: 6/16/03


                                         SHAREHOLDER

                                         /s/ Mardan Afrasiabi
                                         Mardan Afrasiabi