Neither this Option nor the Common Stock to be issued upon exercise hereof, has
been registered under the Securities Act of 1933, as amended (the "Act"), or
qualified under any state securities law (the "Law"), and this Option has been,
and the Common Stock to be issued upon exercise hereof will be, acquired for
investment and not with a view to, or for resale in connection with, any
distribution thereof. No such sale or other disposition may be made without an
effective registration statement under the Act and qualification under the law
related thereto or an opinion of counsel reasonably satisfactory to Category 5
Technologies, Inc. and its counsel, that said registration and qualifications
are not required under the Act and Law, respectively.

                          CATEGORY 5 TECHNOLOGIES, INC.

                             STOCK OPTION AGREEMENT


         This stock option (the "Option" or the "Agreement") is being granted
pursuant to certain resolutions of the Board of Directors of Category 5
Technologies, Inc., dated August ___, 2001.

I.       NOTICE OF STOCK OPTION GRANT

         Optionee:

         Mitchell L. Edwards

         You have been granted an Option to purchase shares of Common Stock of
Category 5 Technologies, Inc. (the "Company"). This Option shall be subject to
the following terms and conditions:

         Date of Grant:                             August 6, 2001

         Exercise Price Per Share:                  $ 0.25

         Number of Shares:                          500,000

         Type of Option:                            Nonqualified Stock Option

         Expiration Date:                           August 6, 2011, unless
                                                    sooner terminated as set
                                                    forth in paragraph 7 herein.


         Exercise Price:
         ---------------

         The exercise price of this Option is $ 0.25 per share as may be
adjusted from time as provided below ("Exercise Price").


<PAGE>

         Vesting Schedule:
         -----------------

         This Option may be exercised, in whole or in part, subject to the terms
of this Agreement, in accordance with the following vesting schedule: (i) 1/3 of
the Options at any time after the Date of Grant and prior to the Expiration
Date; (ii) 1/3 of the Options at any time on or after August 6, 2002, and prior
to the Expiration Date; and (iii) 1/3 of the Options at any time on or after
August 6, 2003, and prior to the Expiration Date.

II.      AGREEMENT

         1. Grant Of Option. The Company hereby grants to Mitchell L. Edwards
(the "Optionee"), an option (the "Option") to purchase the number of shares (the
"Shares") as set forth in the Notice of Grant attached as Part I of this
Agreement at the Exercise Price per share set forth in the Notice of Grant,
subject to the terms and conditions set forth herein.

         2. Exercise Of Option.

              (a) Right to Exercise. This Option is exercisable during its term
         as set forth in the Notice of Grant and the applicable provisions of
         this Option Agreement. In the event of Optionee's death, disability or
         other termination of Optionee's employment, the exercisability of the
         Option is governed by the applicable provisions of this Option
         Agreement.

              (b) Method of Exercise. This Option is exercisable by delivery of
         an exercise notice, in the form attached as Exhibit A (the "Exercise
         Notice"), which shall state the election to exercise the Option, the
         number of Shares in respect of which the Option is being exercised (the
         "Exercised Shares"), and such other representations and agreements as
         may be required by the Company. The Exercise Notice shall be signed by
         the Optionee and shall be delivered in person or by certified mail to
         the Secretary of the Company. The Exercise Notice shall be accompanied
         by payment of the aggregate Exercise Price as to all Exercised Shares.
         This Option shall be deemed to be exercised upon receipt by the Company
         of such fully executed Exercise Notice accompanied by such aggregate
         Exercise Price.

         3. Method Of Payment. Payment of the aggregate Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

              (a) Cash;

              (b) Check;

              (c) In lieu of exercising this Option by delivery of cash or
         check, the Optionee may make a valid Option exercise by electing to
         receive shares equal to the value of this Option (or the portion
         thereof being canceled) by surrendering this Option at the principal
         office of the Company together with the Exercise Notice (a "Net
         Exercise"), in which event the Company shall transfer to the Optionee a
         number of Shares computed using the following formula:


                                       2
<PAGE>

                   X      =     Y (A-B)
                                -------
                                     A

Where              X      =     the number of Option Shares to be issued to such
                                Optionee.

                   Y      =     the number of Option Shares purchasable by such
                                Optionee under this Option Agreement, the rights
                                to which are surrendered pursuant to the Net
                                Exercise.

                   A      =     the Fair Market Value of one Option Share, (as
                                determined by the Closing price of the Company's
                                Common Stock on the trading day immediately
                                preceding the date the Option is exercised, as
                                reported by The Nasdaq National Market or other
                                exchange upon which the Company's stock is
                                quoted).

                   B      =     the Exercise Price (as adjusted to the date of
                                such calculation).

         4. Registration Under The Securities Act.

              (a) Demand Rights. Provided that the Company is eligible to file a
         registration statement on Form S-3 or Form S-8 (in connection with this
         Option), if at any time after December 31, 2001, the Company shall
         receive from the Optionee a written request that the Company effect a
         registration on Form S-3 or Form S-8 to permit the sale or disposition
         of the Shares, the Company shall file a registration statement on Form
         S-3 or Form S-8, as the case may be, as expeditiously as possible
         covering the Shares. However, the Optionee is limited to only one (1)
         demand upon the Company to effect a registration on Form S-3 or Form
         S-8 to permit the sale or disposition of the Shares (the "Demand
         Right"), so long as the Form S-3 or Form S-8 first demanded remains
         effective. If such registration statement lapses or Optionee is unable
         to sell all shares covered hereby, this Demand Right shall be
         reinstated so long as Optionee owns any Shares. Once filed, the
         registration statement covering the Shares shall remain current and
         effective until expiration or exercise and sale of all shares subject
         to options herein.

              (b) Duties of Company. In connection with the preparation and
         filing of a registration statement, the Company agrees to (i) use its
         best efforts to cause such registration statement to become and remain
         effective; (ii) furnish to the Optionee such number of copies of a
         prospectus, including a preliminary prospectus, in conformity with the
         requirements of the Securities Act, and such other documents as
         Optionee may reasonably request in order to facilitate the disposition
         of the Shares; and (iii) use its best efforts to register and qualify
         the shares in such jurisdictions as shall be identified by the Optionee
         for the distribution of the securities covered by the registration
         statement.

              (c) Indemnification by Optionee. To the extent permitted by law,
         Optionee will indemnify and hold harmless the Company, and its
         directors, officers, employees, agents and representatives, as well as
         its controlling persons (within the meaning of the Securities Act)

                                       3
<PAGE>

         against any losses, claims, damages, liabilities, or expenses,
         including without limitation, attorneys' fees and disbursements, which
         arise out of or are based upon any violation by Optionee of the
         Securities Act, or any rule or regulation promulgated thereunder
         applicable to Optionee or arise out of or are based upon any untrue
         statement of any material fact contained in the registration statement,
         or arise out of or are based upon the omission or alleged omission to
         state therein 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 alleged untrue statement or
         omission, or alleged omission was made in such registration statement
         in reliance upon and in conformity with information furnished by
         Optionee in writing expressly for use in connection with such
         registration statement.

              (d) Indemnification by Company. To the extent permitted by law,
         the Company will indemnify and hold harmless Optionee against any
         losses, claims, damages, liabilities, or expenses, including without
         limitation attorneys' fees and disbursements, to which Optionee may
         become subject under the Securities Act to the extent that such losses,
         claims, damages or liabilities arise out of or are based upon any
         violation by the Company of the Securities Act, or any rule or
         regulation promulgated thereunder applicable to the Company, or arise
         out of or are based upon any untrue or alleged untrue statement of any
         material fact contained in the registration statement, or arise out of
         or are based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, or arise out of any violation by the
         Company of any rule or regulation promulgated under the Securities Act
         applicable to the Company and relating to action or inaction of the
         Company in connection with such registration statement; provided,
         however, that the indemnity agreement contained in this paragraph shall
         not apply to any loss, damage or liability to the extent that same
         arises out of or is based upon an untrue statement or omission made in
         connection with such registration statement in reliance upon and in
         conformity with information furnished in writing expressly for use in
         connection with such registration by Optionee.

              (e) Undertaking by Optionee. Optionee undertakes to comply with
         all applicable laws governing the distribution of securities in
         connection with Optionee's sale of the Shares, and to notify the
         Company of any changes in Optionee's plan of distribution so that the
         Company can sticker or amend the registration statement as the Company
         deems appropriate in its sole discretion.

         5. Assignability Of Option. This Option may be assigned by the holder
upon the giving of written notice to the Company of (i) the name of the assignee
("Assignee") and (ii) the number of Options assigned to any Assignee.

         Upon any assignment of the Option or portion thereof, the Registration
Rights granted pursuant to Section 4 of this Option Agreement can only be
exercised upon the unanimous written consent of all holders of the Options at
the time the Demand Right is exercised. The terms of this Option Agreement shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.

                                       4
<PAGE>

         6. Term Of Option. This Option must be exercised within ten (10) years
from the date hereof, and may be exercised during such term only in accordance
with the terms of this Option Agreement.

         7. Termination Of Option. The Option shall terminate under the
following circumstances:

              (a) The Option shall terminate on the Expiration Date;

              (b) If the Optionee dies before the Option terminates pursuant to
         paragraph 7(a), above, the Option shall terminate on the earlier of (i)
         the date on which the Option would have lapsed had the Optionee lived;
         or (ii) 15 months after the date of the Optionee's death. Upon the
         Optionee's death, any exercisable Options may be exercised by the
         Optionee's legal representative or representatives, by the person or
         persons entitled to do so under the Optionee's last will and testament,
         or, if the Optionee shall fail to make testamentary disposition of the
         Option or shall die intestate, by the person or persons entitled to
         receive said Option under the applicable laws of descent and
         distribution.

         8. Acceleration of Vesting of Option. This Option shall vest
immediately in full upon a Change of Control (as herein defined) of the Company.
A "Change of Control" shall mean a change in ownership or managerial control of
the stock, assets or business of the Company resulting from one or more of the
following circumstances:

              (a) A change of control of the Company, of a nature that would be
         required to be reported in response to Item 6(e) of Schedule 14A of
         Regulation 14A promulgated under the Act, or any successor regulation
         of similar import, regardless of whether the Company is subject to such
         reporting requirement;

              (b) A change in ownership of the Company through a transaction or
         series of transactions, such that any individual, partnership, joint
         venture, association, trust, corporation or other entity, other than an
         employee benefit plan of the Company or an entity organized, appointed
         or established pursuant to the terms of any such benefit plan (other
         than any current officer of the Company or member of the Company's
         Board of Directors) is (are) or become(s), in the aggregate, the
         Beneficial Owner (as defined in Rule 13d-3 of the General Rules and
         Regulations of the Securities Exchange Act of 1934 , directly or
         indirectly, of securities of the Company representing twenty percent
         (20%) or more of the Company's then outstanding securities;

              (c) Any consolidation or merger of the Company in which the
         Company is not the continuing or surviving corporation or pursuant to
         which shares of the common stock of the Company would be converted into
         cash (other than cash attributable to dissenters' rights), securities
         or other property provided by an individual, partnership, joint
         venture, association, trust, corporation or other entity, other than an
         employee benefit plan of the Company or an entity organized, appointed
         or established pursuant to the terms of any such benefit plan other
         than the Company, other than a consolidation or merger of the Company
         in which the holders of the common stock of the Company immediately
         prior to the consolidation or merger have approximately the same

                                       5
<PAGE>

         proportionate ownership of common stock of the surviving corporation
         immediately after the consolidation or merger;

              (d) The shareholders of the Company approve a sale, transfer,
         liquidation or other disposition of all or substantially all of the
         assets of the Company to an individual, partnership, joint venture,
         association, trust, corporation or other entity, other than an employee
         benefit plan of the Company or an entity organized, appointed or
         established pursuant to the terms of any such benefit plan;

              (e) During any period of two (2) consecutive years, individuals
         who, at the beginning of such period, constituted the Board of
         Directors of the Company cease, for any reason, to constitute at least
         a majority thereof, unless the election or nomination for election of
         each new director was approved by the vote of at least two-thirds (2/3)
         of the directors then still in office who were directors at the
         beginning of the period;

              (f) The filing of a proceeding under Chapter 7 of the Federal
         Bankruptcy Code (or any successor or other statute of similar import)
         for liquidation with respect to the Company;

              (g) The filing of a proceeding under Chapter 11 of the Federal
         Bankruptcy Code (or any successor or other statute of similar import)
         for reorganization with respect to the Company if in connection with
         any such proceeding, this Agreement is rejected, or a plan of
         reorganization is approved an element of which plan entails the
         liquidation of all or substantially all the assets of the Company.

         A "Change of Control" shall be deemed to occur on the actual date on
         which any of the foregoing circumstances shall occur; provided,
         however, that in connection with a "Change of Control" specified in
         Section 8(g), a "Change of Control" shall be deemed to occur on the
         date of the filing of the relevant proceeding under Chapter 11 of the
         Federal Bankruptcy Code (or any successor or other statute of similar
         import).

         9. Dilution Protection.

              (a) In the event the Company shall (i) declare a dividend on its
         Common Stock in shares of Common Stock or make a distribution in shares
         of Common Stock, (ii) declare a stock split or reverse stock split of
         its outstanding shares of Common Stock, (iii) combine its outstanding
         shares of Common Stock into a smaller number of shares of Common Stock
         or (iv) issue by reclassification of its shares of Common Stock other
         securities (including any such reclassification in connection with a
         consolidation or merger in which the Company or any of its subsidiaries
         is the continuing corporation), then the number of shares of Common
         Stock of the Company, deliverable to Optionee hereunder and the
         exercise price related thereto shall be adjusted so that Optionee shall
         be entitled to receive the kind and number of shares of Common Stock of
         the Company which the Optionee has the right to receive, upon the
         happening of any of the events described above, with respect to the
         shares of the Company stock which were otherwise deliverable pursuant
         hereto. An adjustment made pursuant to this paragraph shall become
         effective immediately after the effective date of such event;

                                       6
<PAGE>

              (b) Whenever the number of Shares or the exercise price of this
         Option is adjusted pursuant to this paragraph, the Company shall
         promptly mail by first class mail, postage prepaid, to Optionee, notice
         of such adjustment or adjustments.

         10. Availability Of Company Stock. The Company hereby agrees and
covenants that at all times during the term of this Option it shall reserve for
issuance a sufficient number of shares of Common Stock as would be required upon
full exercise of the rights represented by this Agreement.

         11. Tax Consequences. Some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

              (a) Exercising the Option. The Optionee may incur regular federal
         income tax liability upon exercise of the Option. The Optionee may be
         treated as having received compensation income (taxable at ordinary
         income tax rates) equal to the excess, if any, of the Fair Market Value
         of the Exercised Shares on the date of exercise over their aggregate
         Exercise Price. If the Optionee is an Employee, the Company will be
         required to withhold from Optionee's compensation or collect from
         Optionee and pay to the applicable taxing authorities an amount equal
         to a percentage of this compensation income at the time of exercise.

              (b) Disposition of Shares. If the Optionee holds the Shares for at
         least one year, any gain realized on disposition of the Shares will be
         treated as long-term capital gain for federal income tax purposes.

         11.  Governing Law.  This Agreement is governed by the laws of the
State Utah.

         IN WITNESS WHEREOF, this Agreement is executed effective as of the date
first set forth above.

                                             CATEGORY 5 TECHNOLOGIES, INC.


                                             By:________________________________
                                             Its:_______________________________

                                             OPTIONEE:


                                             ___________________________________



                                       7
<PAGE>

                                    EXHIBIT A


                          CATEGORY 5 TECHNOLOGIES, INC.

                                 EXERCISE NOTICE


Category 5 Technologies, Inc.
4505 South Wasatch Boulevard, Suite 370
Salt Lake City, Utah 84124

         1. EXERCISE OF OPTION. Effective as of today, ________________, ___,
the undersigned ("Purchaser") hereby elects to purchase ______________ shares
(the "Shares") of the non-voting Common Stock of Category 5 Technologies, Inc.
(the "Company") under and pursuant to the Stock Option Agreement dated August 5,
2001 (the "Option Agreement"). The purchase price for the Shares shall be as set
forth in the Option Agreement, as adjusted.

         2. DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
full purchase price for the Shares either |_| in cash or check or |_| by Net
Exercise.

         3. REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.

         4. RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing the Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. A stock
certificate for the number of Shares so acquired shall be issued to the
Purchaser as soon as practicable after exercise of the Option.

         5. TAX CONSULTATION. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.

         6. ENTIRE AGREEMENT. The Option Agreement is incorporated herein by
reference. This Exercise Notice and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and the Purchaser with respect to the subject
matter hereof.


                                       8
<PAGE>

Submitted by:                                     Accepted by:

PURCHASER:                                        CATEGORY 5 TECHNOLOGIES, INC.


---------------------------                       By: __________________________
Signature                                         Its:  ________________________


---------------------------
Print Name


Address:
--------


_________________



                                       9
<PAGE>