Converted by EDGARwiz



THESE SECURITIES
 MAY NOT BE OFFEERED OR SOLD UNLESS AT THE TIME OF SUCH OFFER OR SALE, THE
PERSON MAKING SUCH OFFER OR SALE DELIVERS A PROSPECTUS MEETING THE
REQUIREMENTS'OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"),FORMING A PART OF A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT
THERETO, WHICH IS EFFECTIVE UNDER SAID ACT, UNLESS IN TIIE OPINION OF COUNSEL TO
THE CORPORATION, SUCH OFFER AND SALEIS EXEMPT FROM THE PROVISIONS OF SECTION 5
OF SAID ACT.




CALIBRUS, INC.




STOCK
OPTION AGREEMENT




(2001
Amended and Restated Incentive Qualified Stock Option Plan) 




PART I. NOTICE OF
STOCK OPTION GRANT.




The Company has
granted an option to the Holder to -purchase Common Stock. of the Company,
subject to the. terms and conditions of the Plan. and :this Option Agreement, as
fellows:.




Holder's
Name and Address:

______________________

C/o Calibrus,
Inc.

1225 West Washington
Street, Suite 213 Tempe, Arizona 85251




Date
of Grant:

______________________




Exercise
Price per Share:

______________________




Total
Number of Shares Granted

______________________




Total
Exercise Price:

______________________




Type
of Option:

____
Incentive -Stock Option




____
Nonstatutory Stock Option




Term/Expiration
Date:




 

 

 

 

 

 

 

 

 

 

 

Vesting
Schedule:

All
Shares vest upon grant.




Termination
Period:

This
Option may be exercised for ninety (90) days after termination of the Optionee's
employment with the Company. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the Plan. If the
Optionee changes in status from Employee to Consultant, this Option Agreement
shall remain in effect. In no event shall this Option be exercised later than
the Term/Expiration Date provided above.













PART
II. AGREEMENT.

This Stock Option
Agreement (the "Agreement") is made and entered into as of the date of grant
named in the Notice of Grant in Part I above (the "Grant Date") between
CALIBRUS, INC., a Nevada corporation (the "Company"), and the person set forth
above (the "Holder"). This Option is granted under the 2001 Amended and Restated
Incentive Stock Option Plan of the Company.




WHEREAS, the Company,
through its Board of Directors or the Compensation Committee of the Board of
Directors (the "Board"), has determined that in order to attract qualified
persons to become employees and encourage employees of the Company to purchase
and own the common stock of the Company, thereby promoting their increased
interest in the Company's affairs, growth and development, it should offer
employees of the Company chance to participate financially in the success of the
Company by obtaining an equity interest in it,




WHEREAS , to
encourage such. interest the Company determined to grant Optionee options
effective as of the date, of this Agreement pursuant to resolution of
the Board; and




WHEREAS, by this
Agreement, the Company and the Holder desire to establish the terms upon which
the Company will grant to the Holder and the Holder will accept this Option from
the Company.




NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the Company and the
Holder hereby agree as follows:




1.

Grant
of Option.




    
1.1 Grant of Option. The Board of Directors of the Company hereby grants to the
Holder (the "Option") to purchase the number of Shares, as set forth in the
Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the "Exercise Price"), subject to the terms and conditions of the Plan,
which are incorporated herein by reference. In the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan shall prevail. If designated in
the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the Code.
However, if this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be
treated as a Nonstatutory Stock Option ("NSW).




    
1.2

Manner
of Exercise.




         
1.2.1 The Holder may exercise this Option, in whole or in part, upon surrender
of this Option with the form of subscription attached hereto duly executed to
the Company at its corporate office together with the fall Purchase Price
payable in (i) cash, (ii) withheld Shares upon exercise of an Option having a
Fair Market Value at the time the Option is exercised equal to the Option price
(plus the applicable withholding tax) with the prior approval of the Company,
(iii) with Shares owned by the Holder upon exercise of an Option having a Fair
Market Value at the time the Option is exercised equal to the Option Price (plus
the applicable withholding tax) with the prior approval of the Company, (iv) any
combination of the foregoing, or (v) a manner acceptable to the Company.

 

         
1.2.2 Upon receipt of this Option with the form of subscription duly executed
and accompanied by payment of the aggregate Purchase Price for the Shares for
which this Option is then being exercised, the Company shall cause to be issued
certificates or other evidence of ownership for the total number of whole Shares
for which this Option is being exercised in such denominations as are required
for delivery to the Holder, and the Company shall thereupon deliver such
documents to the Holder or its nominee.

 

         
1.2.3 If the Holder exercises this Option with respect to fewer than all of the
Shares that may be purchased under this Option, the Company shall execute a new
Option for the balance of the Shares that may be purchased upon exercise of this
Option and deliver such new Option to the Holder.




         
1.2.4 The Company covenants and agrees to pay when due and payable any and all
taxes that may be payable in respect of the issue of this Option, or the issue
of any Shares upon the exercise of this Option. The Company shall not, however,
be required to pay any tax that may be payable in respect of any transfer
involved in the issuance or delivery of this Option or of the Shares in a name
other than that of the Holder at the time of surrender, and until the payment of
such tax, the Company shall not: e required to issue such Shares.




         
1.2.5 The Company shall, at the time of any exercise of all or pert of this
Option, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holders
shall continue to be entitled after such exercise in accordance with the
provisions of this Option, provided that if the Holder of this Option fails to
make any such request, such failure shall not affect the continuing obligations
of the Company to afford any such rights to such Holder.




    
1.3 Exchange of Option. This Option may be split-up, combined or exchanged for
another Option or Options of like tenor to purchase a like aggregate number of
Shares. If the Holder desires to split-up, combine or exchange this Option, it
shall make such request in writing delivered to the Company at its corporate
office and shall surrender this Option and any other Options to be so split-up,
combined or exchanged, the Company shall execute and deliver to the person
entitled thereto an Option or Options, as the case may be, as so requested. The
Company shall not be required to effect any split-up, combination or exchange
which will result in the issuance of an Option entitling the Holder to purchase
upon exercise a fraction of a Share. The Company may require the Holder to pay a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any split-up, combination or exchange of Options. The term
"Option" as used herein includes any Options issued in substitution for or
replacement of this Option., or into which this Option may be divided or
exchanged.




    
1.4 Holder as Owner. Prior to due presentment for registration of transfer of
this Option, the Company may deem and treat the Holder as the absolute owner of
this Option (notwithstanding any notation of ownership or other writing hereon)
for the purpose of any exercise hereof and for all. other purposes, and the
Company shall not be affected by any notice to the contrary. Irrespective of the
date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Option, each person in whose name any such certificate is issued
shall be deemed to have become the holder of record of the Shares represented
thereby on the date on which all or a portion of the Option surrendered in
connection with the subscription therefore was surrendered and payment of the
purchase price was tendered, No surrender of all or a portion of the Option on
any date when the stock transfer books of the Company are closed, however, shall
be effective to constitute the person or persons entitled to receive Shares upon
such surrender as the record holder of such Shares on such date, but such person
or persons shall be constituted the record holder or holders of such Shares at
the close of business on the next succeeding date on which the stock
transfer books are opened. Each person holding any Shares received upon exercise
of Option shall be entitled to receive only dividends or distributions payable
to holders of record on or after the date on which such person shall be deemed
to have become the holder of record of such Shares.




    
1.5 Transfer and Assignment, This Option may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended the "Act").




    
1.6 Method for Assignment Any assignment permitted under this Option shall be
made by surrender of this Option to the Company at its principal office with the
form of assignment attached hereto duly executed and funds sufficient to pay any
transfer tax. In such event, the Company shall, without charge, execute and
deliver a new Option in the name of the assignee designated in such instrument
of assignment and this Option shall promptly be canceled. This Option may be
divided or combined with other Options that carry the same rights upon
presentation thereof at the corporate office of the Company together with a
written notice signed by the Holder, specifying the names and denominations in
which such. new Options are to be issued.




    
1.7 Rights of Holder. Nothing contained in this Option shall be construed as
conferring upon the Holder the right to vote or consent or receive notice as a
stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any tune prior to the expiration of
this Option and prior to its exercise, any of the following shall occur:




         
1.7.1 The Company shall take a record of the holders of its shares of Common
Stock for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company;




         
1.7.2 The Company shall offer to the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or
warrant to subscribe therefor;




         
1.7.3 There shall be proposed any capital reorganization or reclassification of
the Common Stock, or a sale of all or substantially all of the assets of the
Company, or a consolidation or Merger of the Company with another entity; or




         
1.7.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable tune (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Purchase Price and the
kind and amount of the Common Stock and other securities and property
deliverable upon exercise of this Option, Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Option shall terminate). Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.




    
1.8 Lost Option. Upon receipt by the Company of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Option, and, in the case of
loss, theft or destruction of reasonably satisfactory indemnification, including
a surety bond if required by the Company, and upon surrender and cancellation of
this Option, if mutilated, the Company will cause to be executed and delivered a
new Option of like tenor and date. Any such new Option executed and delivered
shall constitute an additional contractual obligation on the part of the
Company, whether or not this Option so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone.




    
1.9

Covenants
of the Company. The Company covenants and agrees as follows:




         
1.9.1 At all times it shall reserve and keep available for the exercise of this
Option into Common Stock such number of authorized shares of Common Stock as are
sufficient to permit the exercise in Ball of this Option into Common Stock;
and




         
1.9.2 All Shares issued upon exercise of the Option shall be duly authorized,
validly issued and outstanding, fully-paid and non-assessable,




2.

Adjustment
of Purchase Price and Number of Shares Purchasable Upon Exercise.




    
2.1 Recapitalization. The number of Shares purchasable on exercise of this
Option and the purchase price therefore shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, shares of Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Option immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Option been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Section 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Section 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the
allocation. of the adjusted purchase price between or among shares or
other units of such classes or series and shall notify the Holder of such
allocation.




    
2.2

Merger
or Consolidation, In the event of any reorganization or recapitalization of the
Company or in the event the Company consolidates with or merges into another
entity or transfers all or substantially all of its assets to another entity,
then and in each such event, the Holder, on exercise of this Option as provided
herein, at any time after the consummation of such reorganization,
recapitalization, consolidation, merger or transfer, shall be entitled, and the
documents executed to effectuate such event shall so provide, to receive the
stock or other securities or property to which the Holder would have been
entitled upon such consummation if the Holder had exercised this Option
immediately prior thereto. In such ease, the terms of this Option shall survive
the consummation of any such reorganization, recapitalization, consolidation,
merger or transfer and shall be applicable to the shares of stock or other
securities or property receivable on the exercise of this Option after such
consummation and as an exchange for a larger or smaller number of shares, as the
case may be.




    
2.3 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2,2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Option shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement data. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.




    
2.4 Statement of Adjustment: Any adjustment pursuant to the provisions of this
Section 2 shall be made on the basis of the number of Shares which the Holder
would have been entitled to acquire by exercise of this Option immediately prior
to the event giving rise to such adjustment and as to the Purchase Price in
effect immediately prior to the rise to such adjustment. Whenever any such
adjustment is required to be made, the Company shall forthwith determine the new
number of Shares which the Holder hereof shall be entitled to porchase hereunder
and/or such new Purchase him and shall prepare, retain on file and
transmit to the Holder within ten (10) days after such preparation a statement
describing in reasonable detail the method used in calculating such
adjustment.




    
2.5 No Fractional Shares. The Company shall not issue any fraction of a Share in
connection with the exercise of this Option, and in any case where the Holder
would, except for the provisions of this Section 2.5, be entitled under the
terms of this Option to receive a fraction of a Share upon such exercise, the
Company shah upon the exercise and receipt of the Purchase Nee, issue the
largest number of whole Shares purchasable upon exercise of this Option, The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Heider, by the acceptance of this Option, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.




2.6 No Change in Form
Required. The form of Option need not be changed because of any change pursuant
to this Section 2 in the Purchase Price or in the number of Shares purchasable
upon the exercise of a Option, may state the same Purchase Price and the same
number of shares of Common Stock as are stated in the Options initially issued
pursuant to the Agreement.




3.

Registration
Under the Securities Act of 1.933.




    
3.1 Registration and Legends. The Holder understands that (i) the Company has
not registered the Option or the Shares under the Act, or the applicable
securities laws of any state in reliance on exemptions from registration and
(ii) such exemptions depend upon the Holder's investment intent at the time the
Holder acquires the Option or the Shares. The Holder therefore represents and
warrants that it is acquiring the Option, and will acquire the Shares, for the
Holder's own account for investment and not with a view to distribution,
assignment, resale or other transfer of the Option or the Shares. Because the
Option and the Shares are not registered, the Holder is aware that the Holder
must hold them indefinitely unless they are registered under the Act and any
applicable securities laws or the Holder must obtain exemptions from such
registration. Upon exercise, in part or in whole, of this Option, the Shares
shall bear the following legend:




The shares of Common
Stook represented by this certificate have not been registered under the Act or
any applicable state securities lawsi and they may not be offered for
sale, sold, transferred, pledged or hypothecated without an effective
registration statement under the Securities Act and under any applicable state
securities laws, or an opinion of counsel, satisfactory to the company, that an
exemption from such registration is available.




    
3.2 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with .a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such Shares are to be
registered is required to be filed.

 

    
3.3 Inclusion in Company Registration Statement

 

         
3.3.1 The Holder of this Option and/or Shares issued to the Holder pursuant to
this Option without an effective registration statement (the "Restricted
Shares") under the Act may have the right to join with the Company to register
the Restricted Shares and the Shares underlying this Option (the "Underlying
Shares") in a future registration statement under the Act filed by the Company
with the Commission, which includes a public offering of equity securities for
cash, either for the account of the Company or for the account of any other
person. This right to join with the Company in a registration statement is not
applicable to a registration statement filed by the Company with the Commission
on Form S-4, S-8 or any other inappropriate form. If, at any time, the Company
proposes to file a registration statement as described above with the
Commission, it may, in its sole discretion, offer to include in any such filing
any proposed disposition of the Restricted Shares or the Underlying Shares, In
such event, the Company will, at least thirty (30) days prior to such filing,
give written notice of such proposed filing to the Holder's address appearing on
the records of the Company and shall. Within fifteen (15) days of receipt of the
Company's notice of filing, the Holder may request registration of the
Restricted Shares and/or Underlying Shares pursuant to a written request setting
forth the intended method of distribution and such other data or information as
the Company or its counsel shall reasonably require and such Restricted Shares
and/or Underlying Shares shall be included in the registration statement to the
maximum extent permissible, The Company shall supply the Holder with copies of
such registration statement and of the prospectus included therein in such
quantities as may be reasonably necessary for the purpose of the proposed
disposition,




         
3.3.2 If at the time of any request to register the Restricted Shares or
Underlying Shares the Company is engaged or has fixed plans to engaged within
thirty (30) days of the date of the request in a registered public offering as
to which the Restricted Shares or the Underlying Shares may be included or is
involved in an activity, in the good faith determination of the underwriter, in
the ease of such offering, or the Board, in the case of such other activity,
which would be adversely affected by the requested registration to the material
detriment of the offering or the Company's activities, then the Company may, at
its option, direct that the request be delayed for a period not in excess of six
months from the effective date of such offering or the date of commencement of
such proposed offering or such other material activity, as the case may be,
unless the underwriter, in the case of the offering, or the Board, in the case
of such other material activity, specifies a longer period.




    
3.4

Covenants
Regarding Registration, in connection with any registration under Section 3.1
hereof, the Company and the Holder covenant and agree as follows:




         
3.4.1 The Company shall use its best efforts to have any Registration Statement
declared effective at the earliest possible time, and shall furnish such number
of prospectuses as shall be reasonably requested.




         
3.4.2 The Company and the Holder shall pay their respective 'shares of all
costs, fees, and expenses in connection with the Registration Statement under
Section 3.3, "Inclusion in Company Registration Statement," in proportion to the
dollar value of the securities being registered by each party, including,
without limitation, the Company's legal and accounting fees, printing expenses,
blue sky fees and expenses, except that the Company shall not pay for any of the
following costs and expenses; (a) underwriting discounts and commissions
allocable to the Shares, (b) state transfer taxes, (c) brokerage commissions,
and (d) fees and expenses of counsel and accountants for the holders of the
Shares.




         
3.4.3 The Company will take all necessary action which may be required in
qualifying or registering the Shares included in any Registration Statement for
offering and sale under the securities or blue sky laws of such states as are
requested by the holders of such Shares, provided that the Company shall not be
obligated to execute or file any general consent to service or process or to
qualify as a foreign corporation to do business under the laws of any such
jurisdiction.




    
3.5

Indemnity.




         
3.5.1 The Company shall indemnify and hold harmless the Holder who is
registering securities pursuant to this Section (the "Seller") and each
underwriter, within the meaning of the Act, who may purchase from or sell for
any Seller any of the Shares from and against any and all losses, claims,
damages, and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any post-effective amendment or new
registration statement or any supplemented prospectus under the Act included
therein required to be filed or furnished by reason of this Section, or caused
by any omission or alleged omission to state therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or alleged untrue
statement or omission or alleged omission based upon information furnished or
required to be furnished in writing to the Company by such Seller or underwriter
within the meaning of such Act; provided, however, that the indemnity agreement
set forth in this Section 3.5 with respect to any prospectus which shall be
subsequently amended prior to the written confirmation of sale of any Shares
shall not inure to the benefit of any Seller or underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased such Shares
which are the subject thereof (or to the benefit of any person controlling such
Seller or underwriter), if such Seller or underwriter failed to send or give a
copy of the prospectus as amended to such person at or prior to the written
confirmation of the sale of such Shares and if such amended prospectus did not
contain any untrue statement or alleged untrue statement or omission or alleged
omission giving rise to such cause, claim, damage, or liability.




         
3.5.2 The Seller who uses the procedures under Section 3 shall indemnify and
secure the agreement of any underwriter which the Seller employs to indemnify
the Company, its directors, each officer signing the related post-effective
amendment or registration statement and each person, if any, who controls the
Company, within the meaning of the Act from and against any losses, claims,
damages, and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any post-effective amendment or
registration statement or any prospectus required to be filed or furnished by
reason of this Section or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, insofar as such losses, claims, damages, or
liabilities are caused by any untrue statement or alleged untrue statement or
omission or alleged omission based upon information furnished in writing to the
Company by any such Seller or underwriter expressly for use therein.




    
3.6

Agreements.
The agreements in this Section shall continue in effect regardless of the
exercise and surrender of this Option,




Reservation of
Shares. The Company shall at all times reserve, for the purpose of issuance
on exercise of this Option such number of shares of Common Stock or such class
or classes of capital stock or other securities as shall from time to time be
sufficient to comply with this Option and the Company shall take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized and unissued Common Stock or such other class or classes of capital
stock or other securities to such number as shall be sufficient for that
purpose.




Survival. All
agreements, covenants, representations and warranties herein shall survive the
execution and delivery of this Option and any investigation at any time made by
or on behalf of any parties hereto and the exercise, sale and purchase of this
Option (and any other securities or property) issuable on exercise hereof.




Remedies. The
Company agrees that the remedies at law of the Holder, in the event of any
default or threatened default by the Company in, the performance or compliance
with any of the terms of this Option, may not be adequate and such terms may, in
addition to and not in lieu of any other remedy, be specifically enforced by a
decree of specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.




7.

Other
Matters.




    
7.1

Binding
Effect. All the covenants and provisions of this Option by or for the benefit of
the Company shall bind and inure to the benefit of its successors and assigns
hereunder.




    
7.2 Notices. Notices or demands pursuant to this Option to be given or made by
the Holder to or on the Company shall be sufficiently given or made if sent by
certified or registered mail, return receipt requested, postage prepaid, and
addressed, until another address is designated in writing by the Company, as
follows:





 

 



Calibrus,
Inc.

1225 West Washington
Street Suite 213

Tempe, Arizona
85251

Attn: President




Notices to the Holder
provided for in this Option shall be deemed given or made by the Company if sent
by certified or registered mail, return receipt requested, postage prepaid, and
addressed to the Holder at the Holder's last known address as it shall appear on
the books of the Company.




    
7.3

Governing
Law. The validity, interpretation and performance of this Option shall be
governed by the laws of the State of Arizona.




    
7.4 Parties Bound and Benefited. Nothing in this Option expressed and nothing
that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company and the Holder any right, remedy or claim under promise or agreement
hereof, and all covenants, conditions, stipulations, promises and agreements
contained in this Option shall be for the sole and exclusive benefit of the
Company and its successors and of the Holder, its successors and, if permitted,
its assignees.




    
7.5

Headings,
The Article headings herein are for convenience only and are not part f this
Option and shall not affect the interpretation thereof.




    
7.6 Disputes or Disagreements. As a condition of granting of the Option herein
granted, the Holder agrees, on Holder's behalf and on behalf of Holder's
personal representatives, that any disputes or disagreements which may arise
under or as a result of or pursuant to this Agreement, shall be determined by
the Board, in its sole discretion, and that any interpretation by the Board
under the terms of this Agreement shall be final, binding and conclusive.




8. No Guarantee of
Employment. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS
AN EMPLOYEE AT THE WILL OF THE COMPANY (AM) NOT THROUGH THE ACT OF BEING HIRED,
BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT
OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE' S EMPLOYMENT AT ANY TIME, WITH OR
WITHOUT CAUSE.




[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]





 






IN
WITNESS WFITREOF, the parties have executed this Option Agreement on the day and
year first above written. This Agreement has been duly executed and delivered by
the Holder and the Company to be effective on the date first above written.




CALIBRUS, INC.




By:_/s/ Jeff W
Holmes______________













Holder:




_________________________________

 

Address:__________________________

              __________________________










CONSENT OF
SPOUSE'




The undersigned
spouse of Optionee has read and hereby approves the terms and conditions of the
Plan and this Option Agreement. In consideration of the Company's granting his
or her spouse the right to purchase Shares as set forth in the Plan and this
Option Agreement, the undersigned hereby agrees to be irrevocably bound by the
terms and conditions of the Plan and this Option Agreement and further agrees
that any community property interest shall be similarly bound. The undersigned
hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned
with respect to any amendment or exercise of rights under the Plan or this
Option Agreement.







__________________________________

Signature of Spouse
of Optionee 










Print Name
________________________













CALIBRUS,
INC.
Assignment







FOR
VALUE RECEIVED, _____________________________________

 hereby
sells,

assigns
and transfers unto _______________________________

the
within Option
and the rights represented thereby, and does hereby irrevocably
constitute and appoint

___________________________
Attorney, to transfer said Option on the books of Calm's, Inc., with full power
of substitution.




Dated:

_____________________________




                                                              Signed:_____________________________




                                                              Print
Name:__________________________













Subscription Form




Calibrus, Inc.
1225 West Washington Street
Suite
213
Tempe, Arizona 85251

The undersigned
hereby irrevocably subscribes for the purchase of __________________

(

)
Shares pursuant to and in accordance with the terms and conditions of this
Option, and herewith makes payment, covering the purchase of the Shares, which
should be delivered to the undersigned at the address stated below, and, if such
number of Shares shall not be all of the Shares purchasable: hereunder, then a
new Option of like tenor for the balance of the remaining Shares purchasable
under this Option be delivered to the undersigned at the address stated
below.




The undersigned
agrees that: (1) the undersigned will not offer, sell, transfer or otherwise
dispose of any such Shares, unless either (a) a registration statement, or
post-effective amendment thereto, covering such Shares have been filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and such sale, transfer or other disposition is accompanied
by a prospectus meeting the requirements of Section 10 of the Act forming a part
of such registration statement, or post-effective amendment thereto, which is in
effect under the Act covering the Shares to be so sold, transferred or otherwise
disposed of, or (b) counsel to the Company satisfactory to the undersigned has
rendered an opinion in writing and addressed to the Company that such proposed
offer, sale, transfer or other disposition of the Shares is exempt from the
provisions of Section 5 of the Act in view of the circumstances of such proposed
offer, sale, transfer or other disposition,, (2) the Company may notify the
transfer agent for its Common Stock that the certificates for the Common Stock
acquired by the undersigned are not to be transferred unless the transfer agent
receives advice from the Company that one or both of the conditions referred to
in (1)(a) and (1)(b) above have been satisfied; and (3) the Company may affix
the legend set forth in Section 3.1 of this Option to the certificates for
Shares hereby subscribed for, if such legend is applicable.







Dated:_____________________
    Signed:_____________________________________




                                                         Address:_____________________________________